Underwriting Agreement – Cisco

CISCO SYSTEMS, INC.

$1,250,000,000 Floating Rate Notes due 2014

$2,000,000,000 1.625% Senior Notes due 2014

$750,000,000 3.150% Senior Notes due 2017

Underwriting Agreement

March 9, 2011

Goldman, Sachs & Co.,

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o Goldman, Sachs & Co.

200 West Street

New York, NY 10282

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Cisco Systems, Inc., a California corporation (the “Company”), proposes to
issue and sell to the several Underwriters listed in Schedule 1 hereto (the
“Underwriters”), for whom you are acting as representatives (the
“Representatives”), $1,250,000,000 principal amount of its Floating Rate Notes
due 2014 (the “Floating Rate Notes”), $2,000,000,000 principal amount of its
1.625% Senior Notes due 2014 (the “2014 Notes”) and $750,000,000 principal
amount of its 3.150% Senior Notes due 2017 (the “2017 Notes” and, together with
the Floating Rate Notes and the 2014 Notes, the “Securities”). The Securities
will be issued pursuant to an Indenture to be dated as of March 16, 2011 (the
“Indenture”) between the Company and The Bank of New York Mellon Trust Company,
N.A., as trustee (the “Trustee”).

The Company hereby confirms its agreement with the several Underwriters
concerning the purchase and sale of the Securities, as follows:

1. Registration Statement. The Company has prepared and filed with the
Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, and the rules and regulations of the Commission thereunder
(collectively, the “Securities Act”), a registration statement on Form S-3 (File
No. 333-157177), including a prospectus relating to securities (the “Shelf
Securities”), including the Securities, to be issued from time to time by the
Company. Such registration statement, as amended at the date of this Agreement,
including the information, if any, deemed pursuant to Rule 430A, 430B or 430C
under the Securities Act to be part of the registration statement at the time of
its effectiveness (“Rule 430 Information”), is referred to herein as the
“Registration Statement” and the related prospectus covering the Shelf
Securities dated February 9, 2009 in the form first used (or made available upon
request of purchasers pursuant to Rule 173 under the Securities Act) in
connection with the confirmation of sales of the Securities is referred to
herein as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the
prospectus supplement specifically relating to the Securities in the form first
used (or made available upon request of purchasers pursuant to Rule 173 under
the Securities Act) in connection with confirmation of sales of the Securities
is hereinafter referred to as the “Prospectus” and the term “Preliminary
Prospectus” means any preliminary form of the Prospectus. Any reference in this
Agreement to the Registration Statement, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as
of the effective date of the Registration Statement or the date of such
Preliminary Prospectus or the Prospectus, as the case may be, and any reference
to “amend,” “amendment” or “supplement” with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include any documents filed after such date under the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated
by reference therein. Capitalized terms used but not defined herein shall have
the meanings given to such terms in the Registration Statement and the
Prospectus.

At or prior to the time when sales of the Securities were first made (the
“Time of Sale”), the Company had prepared the following information
(collectively, the “Time of Sale Information”): a Preliminary Prospectus dated
March 9, 2011 and each of the documents listed on Annex B hereto.

2. Purchase of the Securities by the Underwriters. (a) The Company
agrees to issue and sell the Securities to the several Underwriters as provided
in this Agreement, and each Underwriter, on the basis of the representations,
warranties and agreements set forth herein and subject to the conditions set
forth herein, agrees, severally and not jointly, to purchase from the Company
the respective principal amount of Securities set forth opposite such
Underwriter153s name in Schedule 1 hereto at a price equal to 99.750% of the
principal amount of Floating Rate Notes, 99.631% of the

principal amount of 2014 Notes and 99.392% of the principal amount of 2017
Notes, in each case plus accrued interest, if any, from March 16, 2011 to the
Closing Date (as defined below). The Company will not be obligated to deliver
any of the Securities except upon payment for all the Securities to be purchased
as provided herein.

(b) The Company understands that the Underwriters intend to make a public
offering of the Securities as soon after the effectiveness of this Agreement as
in the judgment of the Representatives is advisable, and initially to offer the
Securities on the terms set forth in the Prospectus. The Company acknowledges
and agrees that the Underwriters may offer and sell Securities to or through any
affiliate of an Underwriter and that any such affiliate may offer and sell
Securities purchased by it to or through any Underwriter.

(c) Payment for and delivery of the Securities will be made at the offices of
Davis Polk & Wardwell LLP, 1600 El Camino Real, Menlo Park, California 94025
at 10:00 A.M., New York City time, on March 16, 2011, or at such other time or
place on the same or such other date, not later than the fifth business day
thereafter, as the Representatives and the Company may agree upon in writing.
The time and date of such payment and delivery is referred to herein as the
“Closing Date.”

(d) Payment for the Securities shall be made by wire transfer in immediately
available funds to the account(s) specified by the Company to the
Representatives against delivery to the nominee of The Depository Trust Company,
for the account of the Underwriters, of one or more global notes representing
the Securities (collectively, the “Global Note”), with any transfer taxes
payable in connection with the sale of the Securities duly paid by the Company.
The Global Note will be made available for inspection by the Representatives not
later than 1:00 P.M., New York City time, on the business day prior to the
Closing Date.

(e) The Company acknowledges and agrees that the Underwriters are acting
solely in the capacity of an arm153s length contractual counterparty to the
Company with respect to the offering of Securities contemplated hereby
(including in connection with determining the terms of the offering) and not as
a financial advisor or a fiduciary to, or an agent of, the Company or any other
person. Additionally, neither the Representatives nor any other Underwriter is
advising the Company or any other person as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction. The Company shall consult
with its own advisors concerning such matters and shall be responsible for
making its own independent investigation and appraisal of the transactions
contemplated hereby, and the Underwriters shall have no responsibility or
liability to the Company with respect thereto. Any review by the Underwriters of
the Company, the transactions contemplated hereby or other matters relating to
such transactions will be performed solely for the benefit of the Underwriters
and shall not be on behalf of the Company.

3. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:

(a) Preliminary Prospectus. No order preventing or suspending the
use of any Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, complied in all material
respects with the Securities Act and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that
the Company makes no representation and warranty with respect to any statements
or omissions made in reliance upon and in conformity with information relating
to any Underwriter furnished to the Company in writing by such Underwriter
through the Representatives expressly for use in any Preliminary Prospectus.

(b) Time of Sale Information. The Time of Sale Information, at the
Time of Sale did not, and at the Closing Date will not, contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that the Company makes no
representation and warranty with respect to any statements or omissions made in
reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the
Representatives expressly for use in such Time of Sale Information. No statement
of material fact included in the Prospectus has been omitted from the Time of
Sale Information and no statement of material fact included in the Time of Sale
Information that is required to be included in the Prospectus has been omitted
therefrom.

(c) Issuer Free Writing Prospectus. Other than the Preliminary
Prospectus and the Prospectus, the Company (including its agents and
representatives, other than the Underwriters in their capacity as such) has not
made, used, prepared, authorized, approved or referred to and will not prepare,
make, use, authorize, approve or refer to any “written communication” (as
defined in Rule 405 under the Securities Act) that constitutes an offer to sell
or solicitation of an offer to buy the Securities (each such communication by
the Company or its agents and representatives (other than a communication
referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than
(i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a)
of the Securities Act or Rule 134 under the Securities Act or (ii) the documents
listed on Annex B hereto and any other written communication approved in writing
in advance by the Representatives. Each such Issuer Free Writing Prospectus
complied in all material respects with the Securities Act, has been filed in
accordance with the Securities Act (to the extent required thereby) and, when
taken together with the Preliminary Prospectus accompanying, or delivered prior
to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing
Date will not, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided
that the Company makes no representation and warranty with respect to any
statements or omissions made in each such Issuer Free Writing

Prospectus in reliance upon and in conformity with information relating to
any Underwriter furnished to the Company in writing by such Underwriter through
the Representatives expressly for use in any Issuer Free Writing Prospectus.

(d) Registration Statement and Prospectus. The Registration
Statement is an “automatic shelf registration statement” as defined under Rule
405 of the Securities Act that has been filed with the Commission not earlier
than three years prior to the date hereof; no notice of objection of the
Commission to the use of such Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been
received by the Company. No order suspending the effectiveness of the
Registration Statement has been issued by the Commission and no proceeding for
that purpose or pursuant to Section 8A of the Securities Act against the Company
or related to the offering has been initiated or threatened by the Commission;
as of the applicable effective date of the Registration Statement and any
amendment thereto, the Registration Statement complied and will comply in all
material respects with the Securities Act and with the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission thereunder
(collectively, the “Trust Indenture Act”), and did not and will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein not
misleading; and as of the date of the Prospectus and any amendment or supplement
thereto and as of the Closing Date, the Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation and warranty with
respect to (i) that part of the Registration Statement that constitutes the
Statement of Eligibility and Qualification (Form T-1) of the Trustee under the
Trust Indenture Act or (ii) any statements or omissions made in reliance upon
and in conformity with information relating to any Underwriter furnished to the
Company in writing by such Underwriter through the Representatives expressly for
use in the Registration Statement and the Prospectus and any amendment or
supplement thereto.

(e) Incorporated Documents. The documents incorporated by reference
in the Registration Statement, the Prospectus or the Time of Sale Information,
when they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and none of such documents contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Registration Statement,
the Prospectus or the Time of Sale Information on or prior to the Closing Date,
when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the applicable
requirements of the Exchange Act and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

(f) Financial Statements. The consolidated financial statements and
the related notes thereto included or incorporated by reference in the
Registration Statement, the Time of Sale Information and the Prospectus comply
in all material respects with the applicable requirements of the Securities Act
and the Exchange Act, as applicable, and present fairly, in all material
respects, the financial position of the Company and its subsidiaries as of the
dates indicated and the results of their operations and their cash flows for the
periods specified; such financial statements have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis
throughout the periods covered thereby, and the supporting schedules included or
incorporated by reference in the Registration Statement present fairly the
information required to be stated therein; the other financial information
included or incorporated by reference in the Registration Statement, the Time of
Sale Information and the Prospectus has been derived from the accounting records
of the Company and its subsidiaries and presents fairly the information shown
thereby.

(g) No Material Adverse Change. Since the date of the most recent
consolidated financial statements of the Company included or incorporated by
reference in the Registration Statement, the Time of Sale Information and the
Prospectus, (i) there has not been any change in the capital stock or long-term
debt of the Company or any of its subsidiaries, or any dividend or distribution
of any kind declared, set aside for payment, paid or made by the Company on any
class of capital stock (except for share repurchases under publicly announced
stock repurchase programs authorized by the Board of Directors of the Company
prior to the date hereof and the issuance of shares pursuant to the Company153s
equity compensation plans), or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the business,
properties, management, financial position or results of operations of the
Company and its subsidiaries taken as a whole; (ii) neither the Company nor any
of its subsidiaries has entered into any transaction or agreement that is
material to the Company and its subsidiaries taken as a whole or incurred any
liability or obligation, direct or contingent, that is material to the Company
and its subsidiaries taken as a whole; and (iii) neither the Company nor any of
its subsidiaries has sustained any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor disturbance or dispute or any action, order or
decree of any court or arbitrator or governmental or regulatory authority,
except in each of clauses (i), (ii) and (iii) as otherwise disclosed in the
Registration Statement, the Time of Sale Information and the Prospectus.

(h) Organization and Good Standing. The Company and each of its
“significant subsidiaries,” as such term is defined in Rule 1-02 of Regulation
S-X under the Exchange Act, have been duly organized and are validly existing
and in good standing under the laws of their respective jurisdictions of
organization, are duly qualified to do business and are in good standing in each
jurisdiction in which their respective ownership or lease of property or the
conduct of their respective businesses as currently conducted requires such
qualification, and have all power and authority necessary to own or hold their

respective properties and to conduct the businesses in which they are
currently engaged, except where the failure to be in good standing or to be so
qualified or have such power or authority would not, individually or in the
aggregate, have a material adverse effect on the business, properties,
management, financial position or results of operations of the Company and its
subsidiaries taken as a whole or on the performance by the Company of its
obligations under the Securities (a “Material Adverse Effect”). The subsidiaries
listed in Schedule 2 to this Agreement are the only significant subsidiaries of
the Company.

(i) Capitalization. The Company has an authorized capitalization as
set forth in the Registration Statement, the Time of Sale Information and the
Prospectus under the heading “Capitalization” and all the outstanding shares of
capital stock or other equity interests of each subsidiary of the Company
(except for directors153 qualifying shares or other nominal shares held by other
shareholders as required in certain jurisdictions) have been duly and validly
authorized and issued, are fully paid and non-assessable and are owned directly
or indirectly by the Company, free and clear of any lien, charge, encumbrance,
security interest, restriction on voting or transfer or any other claim of any
third party.

(j) Due Authorization. The Company has full right, power and
authority to execute and deliver this Agreement, the Securities and the
Indenture (collectively, the “Transaction Documents”) and to perform its
obligations hereunder and thereunder; and all action required to be taken for
the due and proper authorization, execution and delivery of each of the
Transaction Documents and the consummation of the transactions contemplated
thereby has been duly and validly taken.

(k) The Indenture. The Indenture has been duly authorized by the
Company and upon effectiveness of the Registration Statement was or will have
been duly qualified under the Trust Indenture Act and, when duly executed and
delivered in accordance with its terms by each of the parties thereto, will
constitute a valid and legally binding agreement of the Company enforceable
against the Company in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors153 rights generally or by equitable principles relating
to enforceability (collectively, the “Enforceability Exceptions”).

(l) The Securities. The Securities have been duly authorized by the
Company and, when duly executed, authenticated, issued and delivered as provided
in the Indenture and paid for as provided herein, will be duly and validly
issued and outstanding and will constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with their terms,
subject to the Enforceability Exceptions, and will be entitled to the benefits
of the Indenture.

(m) Underwriting Agreement. This Agreement has been duly authorized,
executed and delivered by the Company.

(n) Descriptions of the Transaction Documents. Each Transaction
Document conforms in all material respects to the description thereof contained
in the Registration Statement, the Time of Sale Information and the Prospectus.

(o) No Violation or Default. Neither the Company nor any of its
significant subsidiaries is (i) in violation of its charter or by-laws or
similar organizational documents; (ii) in default, and no event has occurred
that, with notice or lapse of time or both, would constitute such a default, in
the due performance or observance of any term, covenant or condition contained
in any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its significant subsidiaries is a
party or by which the Company or any of its significant subsidiaries is bound or
to which any of the property or assets of the Company or any of its significant
subsidiaries is subject; or (iii) in violation of any law or statute or any
judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority, except, in the case of each of clauses (ii) and
(iii) above, for any such default or violation that would not, individually or
in the aggregate, have a Material Adverse Effect.

(p) No Conflicts. The execution, delivery and performance by the
Company of each of the Transaction Documents, the issuance and sale of the
Securities and compliance by the Company with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents will
not (i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, (ii) result in any violation of the
provisions of the charter or by-laws or similar organizational documents of the
Company or any of its subsidiaries or (iii) result in the violation of any law
or statute or any judgment, order, rule or regulation of any court or arbitrator
or governmental or regulatory authority, except, in the case of each of clauses
(i) and (iii) above, for any such conflict, breach or violation that would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

(q) No Consents Required. No consent, approval, authorization,
order, registration or qualification of or with any court or arbitrator or
governmental or regulatory authority is required for the execution, delivery and
performance by the Company of each of the Transaction Documents, the issuance
and sale of the Securities and compliance by the Company with the terms thereof
and the consummation of the transactions contemplated by the Transaction
Documents, except for the registration of the Securities under the Securities
Act, the qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, orders and registrations or qualifications
as may be required under applicable state securities laws in connection with the
purchase and distribution of the Securities by the Underwriters.

(r) Legal Proceedings. Except as described in the Registration
Statement, the Time of Sale Information and the Prospectus, there are no legal,
governmental or regulatory investigations, actions, suits or proceedings pending
to which the Company or any of its subsidiaries is or may be a party or to which
any property of the Company or any of its subsidiaries is or may be the subject
(collectively, “Actions or Proceedings”) that, individually or in the aggregate,
the Company reasonably expects will have a Material Adverse Effect; no Action or
Proceeding has been overtly threatened or, to the knowledge of the Company,
contemplated by any governmental or regulatory authority or overtly threatened
by others that, individually or when aggregated with any other Action or
Proceeding, the Company reasonably expects will have a Material Adverse Effect;
and (i) there are no current or pending legal, governmental or regulatory
actions, suits or proceedings that are required under the Securities Act to be
described in the Registration Statement that are not so described in the
Registration Statement, the Time of Sale Information and the Prospectus and
(ii) there are no statutes, regulations or contracts or other documents that are
required under the Securities Act to be filed as exhibits to the Registration
Statement or described in the Registration Statement or the Prospectus that are
not so filed as exhibits to the Registration Statement or described in the
Registration Statement, the Time of Sale Information and the Prospectus.

(s) Independent Registered Public Accounting Firm.
PricewaterhouseCoopers LLP, who have opined on certain financial statements of
the Company and its subsidiaries, is an independent registered public accounting
firm with respect to the Company and its subsidiaries within the applicable
rules and regulations adopted by the Commission and the Public Company
Accounting Oversight Board (United States) and as required by the Securities
Act.

(t) Title to Real and Personal Property. The Company and its
subsidiaries have good and marketable title in fee simple to, or have valid
rights to lease or otherwise use, all items of real and personal property that
are material to the respective businesses of the Company and its subsidiaries,
in each case free and clear of all liens, encumbrances, claims and defects and
imperfections of title except those that (i) do not materially interfere with
the use made and proposed to be made of such property by the Company and its
subsidiaries or (ii) could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

(u) Title to Intellectual Property. (i) To the knowledge of the
Company, the Company and its subsidiaries own or possess adequate rights to use
all material patents, patent applications, trademarks, service marks, trade
names, trademark registrations, service mark registrations, copyrights, licenses
and know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) necessary for
the conduct of their respective businesses; and (ii) the conduct of their
respective businesses will not conflict in any material respect with any such
rights of others, and the Company and its subsidiaries have not received any
notice of any claim of infringement or conflict with any such rights of others,
except, in the case of each of clauses (i) and (ii), as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(v) No Undisclosed Relationships. No relationship, direct or
indirect, exists between or among the Company or any of its subsidiaries, on the
one hand, and the directors, officers, stockholders, customers or suppliers of
the Company or any of its subsidiaries, on the other, that is required by the
Securities Act to be described in the Registration Statement and the Prospectus
and that is not so described in such documents and in the Time of Sale
Information.

(w) Investment Company Act. The Company is not and, after giving
effect to the offering and sale of the Securities and the application of the
proceeds thereof as described in the Registration Statement, the Time of Sale
Information and the Prospectus, will not be an required to register as
“investment company” or an entity “controlled” by an “investment company” within
the meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder (collectively, “Investment Company
Act”).

(x) Licenses and Permits. The Company and its subsidiaries possess
all licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or
foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their
respective businesses as described in the Registration Statement, the Time of
Sale Information and the Prospectus (collectively, excluding such declarations
and filings, the “Company Licenses”), except where the failure to possess or
make the same could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect; and neither the Company nor any of
its subsidiaries (i) has received notice of any revocation or modification of
any Company License or (ii) has any reason to believe that any Company License
will not be renewed in the ordinary course, except in the case of clauses
(i) and (ii) above, as described in the Registration Statement, the Time of Sale
Information or the Prospectus or where such revocation, modification or
non-renewal could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.

(y) No Labor Disputes. No material labor disturbance by, or material
dispute with, employees of the Company or any of its subsidiaries exists or, to
the knowledge of the Company, is contemplated or threatened and the Company is
not aware of any existing or imminent labor disturbance by, or dispute with, the
employees of any of its or its subsidiaries153 principal suppliers, contractors or
customers, except as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

(z) Compliance with Environmental Laws. (i) To the knowledge of the
Company, the Company and its subsidiaries (x) are in compliance with applicable
federal, state, local and foreign laws, rules, regulations, decisions and orders
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
(collectively, “Environmental Laws”); (y) have received and are in compliance
with all permits, licenses, certificates or other

authorizations or approvals required of them under applicable Environmental
Laws to conduct their respective businesses; and (z) have not received notice of
any actual or potential liability for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or
contaminants, and (ii) there are no costs or liabilities associated with
Environmental Laws of or relating to the Company or its subsidiaries, except in
the case of each of clauses (i) and (ii) above, for any such failure to comply,
or failure to receive required permits, licenses certificates or other
authorizations or approvals, or cost or liability, as could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

(aa) Compliance With ERISA. Each employee benefit plan, within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), that is maintained, administered or contributed to by the
Company or any of its affiliates for employees or former employees of the
Company and its affiliates has been maintained in compliance with its terms and
the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as
amended (the “Code”), except as would not, individually or in the aggregate,
have a Material Adverse Effect; no prohibited transaction, within the meaning of
Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to
any such plan excluding transactions effected pursuant to a statutory or
administrative exemption except as would not, individually or in the aggregate,
have a Material Adverse Effect; and for defined benefit plan that is subject to
the funding rules of Section 412 of the Code or Section 302 of ERISA, no
“accumulated funding deficiency” as defined in Section 412 of the Code has been
incurred, whether or not waived, and the fair market value of the assets of each
such plan (excluding for these purposes accrued but unpaid contributions)
exceeds the present value of all benefits accrued under such plan determined
using reasonable actuarial assumptions except as would not, individually or in
the aggregate, have a Material Adverse Effect.

(bb) Disclosure Controls. The Company maintains “disclosure controls
and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) designed to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Commission153s rules and
forms. The Company153s management (with the participation of its principal
executive officer and the principal financial officer) have evaluated the
effectiveness of the Company153s disclosure controls and procedures as of the end
of the period covered by the Company153s Annual Report on Form 10-K for the fiscal
year ended July 31, 2010 and as of the end of the periods covered by the
Company153s Quarterly Report on Form 10-Q for the periods ending October 30, 2010
and January 29, 2011, and its principal executive officer and principal
financial officer have concluded that such disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company
in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Commission.

(cc) Internal Control Over Financial Reporting. The Company
maintains “internal control over financial reporting” (as defined in Rule
13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange
Act and have been designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. Except as disclosed in the Registration Statement, the Time of Sale
Information and the Prospectus, there are no material weaknesses in the design
or operation of the Company153s internal control over financial reporting which
are reasonably likely to adversely affect the Company153s ability to record,
process, summarize and report financial information that have come to the
attention of the Company153s management.

(dd) No Broker153s Fees. Neither the Company nor any of its
subsidiaries is a party to any contract, agreement or understanding with any
person (other than this Agreement) that would give rise to a valid claim against
the Company or any of its subsidiaries or any Underwriter for a brokerage
commission, finder153s fee or like payment in connection with the offering and
sale of the Securities.

(ee) No Registration Rights. No person has the right to require the
Company or any of its subsidiaries to register any securities for sale under the
Securities Act by reason of the filing of the Registration Statement with the
Commission or the issuance and sale of the Securities.

(ff) No Stabilization. The Company has not taken, directly or
indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Securities.

(gg) Margin Rules. Neither the issuance, sale and delivery of the
Securities nor the application of the proceeds thereof by the Company as
described in the Registration Statement, the Time of Sale Information and the
Prospectus will violate Regulation T, U or X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board of Governors.

(hh) Forward-Looking Statements. No forward-looking statement
(within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) contained in the Registration Statement, the Time of Sale
Information and the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.

(ii) Sarbanes-Oxley Act. There is and has been no failure on the
part of the Company or any of the Company153s directors or officers, in their
capacities as such, to comply in all material respects with any provision of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related
to loans and Sections 302 and 906 related to certifications.

(jj) Status Under the Securities Act. The Company is not an
ineligible issuer and is a well-known seasoned issuer, in each case as defined
in Rule 405 under the Securities Act, in each case at the times specified in the
Securities Act in connection with the offering of the Securities. The Company
has paid the registration fee for this offering pursuant to Rule 456(b)(1) under
the Securities Act or will pay such fees within the time period required by such
rule (without giving effect to the proviso therein).

4. Further Agreements of the Company. The Company covenants and agrees
with each Underwriter that:

(a) Required Filings. The Company will file the Prospectus with the
Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B
or 430C under the Securities Act and will file any Issuer Free Writing
Prospectus to the extent required by Rule 433 under the Securities Act; and the
Company will furnish copies of the Prospectus and each Issuer Free Writing
Prospectus (to the extent not previously delivered) to the Underwriters in New
York City prior to 10:00 A.M., New York City time, on the business day next
succeeding the date of this Agreement in such quantities as the Representatives
may reasonably request. The Company has paid or will pay the registration fees
for this offering within the time period required by Rule 456(b)(i) under the
Securities Act.

(b) Delivery of Copies. The Company will deliver, without charge,
(i) to the Representatives, one facsimile copy of the Registration Statement as
originally filed and each amendment thereto, in each case including all exhibits
and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy
of the Registration Statement as originally filed and each amendment thereto, in
each case including all exhibits and consents filed therewith and (B) during the
Prospectus Delivery Period (as defined below), as many copies of the Prospectus
(including all amendments and supplements thereto and documents incorporated by
reference therein) and each Issuer Free Writing Prospectus as the
Representatives may reasonably request. As used herein, the term “Prospectus
Delivery Period” means such period of time after the first date of the public
offering of the Securities as in the opinion of counsel for the Underwriters a
prospectus relating to the Securities is required by law to be delivered (or
required to be delivered but for Rule 172 under the Securities Act) in
connection with sales of the Securities by any Underwriter or dealer.

(c) Amendments or Supplements; Issuer Free Writing Prospectuses.
Before preparing, using, authorizing, approving, referring to or filing any
Issuer Free Writing Prospectus, and before filing any amendment or supplement to
the Registration Statement or the Prospectus, whether before or after the time
that the Registration Statement becomes effective the Company will furnish to
the Representatives and counsel for the Underwriters a copy of the proposed
Issuer Free Writing Prospectus, amendment or supplement for review and will not
prepare, use, authorize, approve, refer to or file any such Issuer Free Writing
Prospectus or file any such proposed amendment or supplement to which the
Representatives reasonably objects.

(d) Notice to the Representatives. The Company will advise the
Representatives promptly, and confirm such advice in writing, (i) when any
amendment to the Registration Statement has been filed or becomes effective;
(ii) when any supplement to the Prospectus or any amendment to the Prospectus or
any Issuer Free Writing Prospectus has been filed; (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or the receipt of any comments from the Commission
relating to the Registration Statement or any other request by the Commission
for any additional information; (iv) of the issuance by the Commission of any
order suspending the effectiveness of the Registration Statement or preventing
or suspending the use of any Preliminary Prospectus or the Prospectus or the
initiation or threatening of any proceeding for that purpose or pursuant to
Section 8A of the Securities Act; (v) of the occurrence of any event within the
Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale
Information or any Issuer Free Writing Prospectus as then amended or
supplemented would include any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances existing when the
Prospectus, the Time of Sale Information or any such Issuer Free Writing
Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by
the Company of any notice of objection of the Commission to the use of the
Registration Statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of
any notice with respect to any suspension of the qualification of the Securities
for offer and sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and the Company will use its reasonable best
efforts to prevent the issuance of any such order suspending the effectiveness
of the Registration Statement, preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or suspending any such qualification of
the Securities and, if any such order is issued, will obtain as soon as possible
the withdrawal thereof.

(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period
(i) any event shall occur or condition shall exist as a result of which the
Prospectus as then amended or supplemented would include any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances existing when the Prospectus is delivered to a purchaser, not
misleading or (ii) it is necessary to amend or supplement the Prospectus to
comply with law, the Company will promptly notify the Underwriters thereof and
forthwith prepare and, subject to paragraph (c) above, file with the Commission
and furnish to the Underwriters and to such dealers as the Representatives may
designate, such amendments or supplements to the Prospectus as may be necessary
so that the statements in the Prospectus as so amended or supplemented will not,
in the light of the circumstances existing when the Prospectus is delivered to a
purchaser, be misleading or so that the Prospectus will comply with law and
(2) if at any time prior to the Closing Date (i) any event shall occur or
condition shall exist as a result of which the Time of Sale Information as then
amended or supplemented would include any untrue statement of a material fact or
omit to state any

material fact necessary in order to make the statements therein, in the light
of the circumstances, not misleading or (ii) it is necessary to amend or
supplement the Time of Sale Information to comply with law, the Company will
immediately notify the Underwriters thereof and forthwith prepare and, subject
to paragraph (c) above, file with the Commission (to the extent required) and
furnish to the Underwriters and to such dealers as the Representatives may
designate, such amendments or supplements to the Time of Sale Information as may
be necessary so that the statements in the Time of Sale Information as so
amended or supplemented will not, in the light of the circumstances, be
misleading or so that the Time of Sale Information will comply with law.

(f) Blue Sky Compliance. The Company will cooperate with the
Representatives and counsel for the Underwriters to qualify or register the
Securities for offer and sale under, or obtain exemptions from the application
of, the securities or Blue Sky laws of such jurisdictions as the Representatives
shall reasonably request and will continue such qualifications in effect so long
as required for distribution of the Securities; provided that the Company
shall not be required to (i) qualify as a foreign corporation or other entity or
as a dealer in securities in any such jurisdiction where it would not otherwise
be required to so qualify, (ii) file any general consent to service of process
in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not otherwise so subject.

(g) Earning Statement. The Company will make generally available to
its security holders and the Representatives as soon as practicable an earning
statement that satisfies the provisions of Section 11(a) of the Securities Act
and Rule 158 of the Commission promulgated thereunder covering a period of at
least twelve months beginning with the first fiscal quarter of the Company
occurring after the “effective date” (as defined in Rule 158) of the
Registration Statement.

(h) Clear Market. During the period from the date hereof through and
including the business day following the Closing Date, the Company will not,
without the prior written consent of the Representatives, offer, sell, contract
to sell or otherwise dispose of any debt securities issued or guaranteed by the
Company and having a tenor of more than one year.

(i) Use of Proceeds. The Company will apply the net proceeds from
the sale of the Securities as described in the Registration Statement, the Time
of Sale Information and the Prospectus under the heading “Use of Proceeds.”

(j) No Stabilization. The Company will not take, directly or
indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Securities.

5. Certain Agreements of the Underwriters. Each Underwriter hereby
represents and agrees that

(a) It has not and will not use, authorize use of, refer to or participate in
the planning for use of, any “free writing prospectus” as defined in Rule 405
under the Securities Act (which term includes use of any written information
furnished to the Commission by the Company and not incorporated by reference
into the Registration Statement and any press release issued by the Company)
other than (i) a free writing prospectus that contains no “issuer information”
(as defined in Rule 433(h)(2) under the Securities Act) that was not included
(including through incorporation by reference) in the Preliminary Prospectus or
a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing
Prospectus listed on Annex B or prepared pursuant to Section 3(c) or
Section 4(c) above or (iii) any free writing prospectus prepared by such
underwriter and approved by the Company in advance in writing (each such free
writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free
Writing Prospectus”).

(b) It has not and will not distribute any Underwriter Free Writing
Prospectus referred to in clause (a)(i) in a manner reasonably designed to lead
to its broad unrestricted dissemination.

(c) It has not used and will not use, without the prior written consent of
the Company, any free writing prospectus that contains the final terms of the
Securities unless such terms have previously been included in a free writing
prospectus filed with the Commission; provided that Underwriters may
use a term sheet substantially in the forms of Annex C-1, Annex C-2 and Annex
C-3 hereto without the consent of the Company.

(d) In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a “Relevant Member State”), with
effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the “Relevant Implementation Date”)
it has not made and will not make an offer of Securities to the public in that
Relevant Member State other than:

(i) to any legal entity which is a qualified investor as defined in the
Prospectus Directive;

(ii) to fewer than 100 or, if the Relevant Member State has implemented the
relevant provision of the 2010 PD Amending Directive, 150 natural or legal
persons (other than qualified investors as defined in the Prospectus Directive),
as permitted under the Prospectus Directive, subject to obtaining the prior
consent of the representatives for any such offer; or

(iii) in any other circumstances falling within Article 3(2) of the
Prospectus Directive,

provided that no such offer of Securities shall require the Company or any
Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive.

For the purposes of this Section 5(d), (i) the expression an “offer of
Securities to the public” in relation to any Securities in any Relevant Member
State means the

communication in any form and by any means of sufficient information on the
terms of the offer and the Securities to be offered so as to enable an investor
to decide to purchase or subscribe the Securities, as the same may be varied in
that Member State by any measure implementing the Prospectus Directive in that
Member State, (ii) the expression “Prospectus Directive” means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to
the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and (iii) the expression “2010
PD Amending Directive” means Directive 2010/73/EU.

(e) It has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial Services
and Markets Act 2000) in connection with the issue or sale of the Securities in
circumstances in which Section 21(1) of such Act does not apply to the Company
and it has complied and will comply with all applicable provisions of such Act
with respect to anything done by it in relation to any Securities in, from or
otherwise involving the United Kingdom.

(f) It will not offer or sell any Securities, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan (which term as used in
this Section 5(f) means any person resident in Japan, including any corporation
or other entity organized under the laws of Japan), or to others for re-offering
or resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the Financial Instruments and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.

6. Conditions of Underwriters153 Obligations. The obligation of each
Underwriter to purchase Securities on the Closing Date as provided herein is
subject to the performance by the Company of its covenants and other obligations
hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the
effectiveness of the Registration Statement shall be in effect, and no
proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to
Section 8A under the Securities Act shall be pending before or threatened by the
Commission; the Prospectus and each Issuer Free Writing Prospectus shall have
been timely filed with the Commission under the Securities Act (in the case of
an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the
Securities Act) and in accordance with Section 4(a) hereof; and all requests by
the Commission for additional information shall have been complied with to the
reasonable satisfaction of the Representatives.

(b) Representations and Warranties. The representations and
warranties of the Company contained herein shall be true and correct at the Time
of Sale, on the

date hereof and on and as of the Closing Date; and the statements of the
Company and its officers made in any certificates delivered pursuant to this
Agreement shall be true and correct on and as of the Closing Date.

(c) No Downgrade. Subsequent to the execution and delivery of this
Agreement, (i) no downgrading shall have occurred in the rating accorded the
Securities or any other debt securities or preferred stock of or guaranteed by
the Company or any of its subsidiaries by any “nationally recognized statistical
rating organization” as such term is used by the Commission in relation to Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act and (ii) no such organization shall
have publicly announced that it has under surveillance or review, or has changed
its outlook with respect to, its rating of the Securities or of any other debt
securities or preferred stock of or guaranteed by the Company or any of its
subsidiaries (other than an announcement with positive implications of a
possible upgrading).

(d) No Material Adverse Change. No event or condition of a type
described in Section 3(g) hereof shall have occurred or shall exist, which event
or condition is not described in the Time of Sale Information (excluding any
amendment or supplement thereto) and the Prospectus (excluding any amendment or
supplement thereto) and the effect of which in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the
offering, sale or delivery of the Securities on the terms and in the manner
contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(e) Officer153s Certificate. The Representatives shall have received
on and as of the Closing Date a certificate of an executive officer of the
Company who has specific knowledge of the Company153s financial matters and is
satisfactory to the Representatives (i) confirming that such officer has
carefully reviewed the Registration Statement, the Time of Sale Information and
the Prospectus and, to the best knowledge of such officer, the representations
set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming
that the other representations and warranties of the Company in this Agreement
are true and correct and that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date and (iii) to the effect set forth in paragraphs
(a), (c) and (d) above; provided that such certificate shall be made on
behalf of the Company solely in such officer153s capacity as an officer of the
Company and not as an individual.

(f) Comfort Letters. On the date of this Agreement and on the
Closing Date, PricewaterhouseCoopers LLP shall have furnished to the
Representatives, at the request of the Company, letters, dated the respective
dates of delivery thereof and addressed to the Underwriters, in form and
substance reasonably satisfactory to the Representatives, containing statements
and information of the type customarily included in accountants153 “comfort
letters” to underwriters with respect to the financial statements and certain
financial information contained or incorporated by reference in the Registration
Statement, the Time of Sale Information and the Prospectus; provided

that the letter delivered on the Closing Date shall use a “cut-off” date no
more than three business days prior to the Closing Date.

(g) Opinion of Counsel for the Company. (i) Fenwick & West LLP,
counsel for the Company, shall have furnished to the Representatives, at the
request of the Company, their written opinion, dated the Closing Date and
addressed to the Underwriters, in form and substance reasonably satisfactory to
the Representatives, to the effect set forth in Annex A-1 hereto; and (ii) Mark
Chandler, general counsel for the Company, shall have furnished to the
Representatives, at the request of the Company, his written opinion, dated the
Closing Date and addressed to the Underwriters, in form and substance reasonably
satisfactory to the Representatives, to the effect set forth in Annex A-2
hereto.

(h) Opinion of Counsel for the Underwriters. The Representatives
shall have received on and as of the Closing Date an opinion of Davis Polk &
Wardwell LLP, counsel for the Underwriters, with respect to such matters as the
Representatives may reasonably request, and such counsel shall have received
such documents and information as they may reasonably request to enable them to
pass upon such matters.

(i) No Legal Impediment to Issuance. No action shall have been taken
and no statute, rule, regulation or order shall have been enacted, adopted or
issued by any federal, state or foreign governmental or regulatory authority
that would, as of the Closing Date, prevent the issuance or sale of the
Securities; and no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the Closing Date, prevent the issuance
or sale of the Securities.

(j) Good Standing. The Representatives shall have received on and as
of the Closing Date satisfactory evidence of the good standing of the Company in
its jurisdiction of organization and its good standing as a foreign corporation
in such other jurisdictions as the Representatives may reasonably request, in
each case in writing or any standard form of telecommunication from the
appropriate governmental authorities of such jurisdictions.

(k) Additional Documents. On or prior to the Closing Date, the
Company shall have furnished to the Representatives such further certificates
and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere
in this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the Underwriters.

7. Indemnification and Contribution.

(a) Indemnification of the Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter, its affiliates, directors and
officers and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the

Securities Act or Section 20 of the Exchange Act, from and against any and
all losses, claims, damages and liabilities (including, without limitation,
reasonable legal fees and other reasonable expenses incurred in connection with
any suit, action or proceeding or any claim asserted, as such fees and expenses
are incurred), joint or several, that arise out of, or are based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements therein, not misleading, or (ii) any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus (or any
amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time
of Sale Information, or caused by any omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, in each
of clauses (i) and (ii) except insofar as such losses, claims, damages or
liabilities arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to any Underwriter furnished to the Company in
writing by such Underwriter through the Representatives expressly for use
therein.

(b) Indemnification of the Company. Each Underwriter agrees,
severally and not jointly, to indemnify and hold harmless the Company, its
directors, its officers who signed the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in paragraph (a) above, but only with respect to any losses,
claims, damages or liabilities (including, without limitation, reasonable legal
fees and other reasonable expenses incurred in connection with any suit, action
or proceeding or any claim asserted, as such fees and expenses are incurred),
that arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to such Underwriter furnished to the Company in
writing by such Underwriter through the Representatives expressly for use in the
Registration Statement, the Prospectus (or any amendment or supplement thereto),
any Issuer Free Writing Prospectus or any Time of Sale Information, it being
understood and agreed that the only such information furnished by the
Underwriters consists of the following: the third and sixth full paragraphs
under the caption “Underwriting” in the Time of Sale Information and the
Prospectus.

(c) Notice and Procedures. If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such person (the
“Indemnified Person”) shall promptly notify the person against whom such
indemnification may be sought (the “Indemnifying Person”) in writing;
provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 7 except to
the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person

shall not relieve it from any liability that it may have to an Indemnified
Person otherwise than under this Section 7. If any such proceeding shall be
brought or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person (who shall not, without the
consent of the Indemnified Person, be counsel to the Indemnifying Person) to
represent the Indemnified Person in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed to the contrary; or (ii) the Indemnifying
Person has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Person. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm for any Underwriter, its affiliates, directors
and officers and any control persons of such Underwriter shall be designated in
writing by the Representatives and any such separate firm for the Company, its
directors, its officers who signed the Registration Statement and any control
persons of the Company shall be designated in writing by the Company. The
Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing sentence,
if at any time an Indemnified Person shall have requested that an Indemnifying
Person reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by the Indemnifying
Person of such request and (ii) the Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the
date of such settlement. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (x) includes an unconditional release
of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject
matter of such proceeding and (y) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.

(d) Contribution. If the indemnification provided for in paragraphs
(a) and (b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall

contribute to the amount paid or payable by such Indemnified Person as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Securities
or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of the Company on
the one hand and the Underwriters on the other in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other shall
be deemed to be in the same respective proportions as the net proceeds (before
deducting expenses) received by the Company from the sale of the Securities and
the total underwriting discounts and commissions received by the Underwriters in
connection therewith, in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate offering price of the Securities. The relative
fault of the Company on the one hand and the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the
Underwriters and the parties153 relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

(e) Limitation on Liability. The Company and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall an Underwriter be required to contribute any amount
in excess of the amount by which the total underwriting discounts and
commissions received by such Underwriter with respect to the offering of the
Securities exceeds the amount of any damages that such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters153 obligations to contribute pursuant to this
Section 7 are several in proportion to their respective purchase obligations
hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in this
Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement. This Agreement shall become effective
upon the execution and delivery hereof by the parties hereto.

9. Termination. This Agreement may be terminated in the absolute
discretion of the Representatives, by notice to the Company, if after the
execution and delivery of this Agreement and prior to the Closing Date
(i) trading generally shall have been suspended or materially limited on the New
York Stock Exchange or the Nasdaq Global Select Market; (ii) trading of any
securities issued or guaranteed by the Company shall have been suspended on any
exchange or in any over-the-counter market; (iii) a general moratorium on
commercial banking activities shall have been declared by federal or New York
State authorities; (iv) there shall have occurred any outbreak or escalation of
hostilities or any change in financial markets or any calamity or crisis, either
within or outside the United States, that, in the judgment of the
Representatives, is material and adverse and makes it impracticable or
inadvisable to proceed with the offering, sale or delivery of the Securities on
the terms and in the manner contemplated by this Agreement, the Time of Sale
Information and the Prospectus; or (v) the representation in Section 3(b) is
incorrect in any respect.

10. Defaulting Underwriter. (a) If, on the Closing Date, any
Underwriter defaults on its obligation to purchase the Securities that it has
agreed to purchase hereunder, the non-defaulting Underwriters may in their
discretion arrange for the purchase of such Securities by other persons
satisfactory to the Company on the terms contained in this Agreement. If, within
36 hours after any such default by any Underwriter, the non-defaulting
Underwriters do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of 36 hours within which to
procure other persons satisfactory to the non-defaulting Underwriters to
purchase such Securities on such terms. If other persons become obligated or
agree to purchase the Securities of a defaulting Underwriter, either the
non-defaulting Underwriters or the Company may postpone the Closing Date for up
to five full business days in order to effect any changes that in the opinion of
counsel for the Company or counsel for the Underwriters may be necessary in the
Registration Statement and the Prospectus or in any other document or
arrangement, and the Company agrees to promptly prepare any amendment or
supplement to the Registration Statement and the Prospectus that effects any
such changes. As used in this Agreement, the term “Underwriter” includes, for
all purposes of this Agreement unless the context otherwise requires, any person
not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases
Securities that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate
principal amount of such Securities that remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of all the Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Securities that such Underwriter agreed to
purchase hereunder plus such Underwriter153s pro rata share (based
on the principal amount of Securities that such Underwriter agreed to purchase

hereunder) of the Securities of such defaulting Underwriter or Underwriters
for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate
principal amount of such Securities that remains unpurchased exceeds
one-eleventh of the aggregate principal amount of all the Securities, or if the
Company shall not exercise the right described in paragraph (b) above, then this
Agreement shall terminate without liability on the part of the non-defaulting
Underwriters. Any termination of this Agreement pursuant to this Section 10
shall be without liability on the part of the Company, except that the Company
will continue to be liable for the payment of expenses as set forth in
Section 11 hereof and except that the provisions of Section 7 hereof shall not
terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company or any non-defaulting Underwriter for
damages caused by its default.

11. Payment of Expenses. (a) Whether or not the transactions
contemplated by this Agreement are consummated or this Agreement is terminated,
the Company will pay or cause to be paid all costs and expenses incident to the
performance of its obligations hereunder, including without limitation, (i) the
costs incident to the authorization, issuance, sale, preparation and delivery of
the Securities and any taxes payable in that connection; (ii) the costs incident
to the preparation, printing and filing under the Securities Act of the
Registration Statement, the Preliminary Prospectus, any Issuer Free Writing
Prospectus, any Time of Sale Information and the Prospectus (including all
exhibits, amendments and supplements thereto) and the distribution thereof;
(iii) the costs of reproducing and distributing each of the Transaction
Documents; (iv) the fees and expenses of the Company153s counsel and independent
accountants; (v) the fees and expenses incurred in connection with the
registration or qualification and determination of eligibility for investment of
the Securities under the laws of such jurisdictions as the Representatives may
designate and the preparation, printing and distribution of a Blue Sky
Memorandum (including the related reasonable fees and expenses of counsel for
the Underwriters); (vi) any fees charged by rating agencies for rating the
Securities; (vii) the fees and expenses of the Trustee and any paying agent
(including related fees and expenses of any counsel to such parties); (viii) all
expenses and application fees incurred in connection with any filing with, and
clearance of the offering by, the Financial Industry Regulatory Authority; and
(ix) all expenses incurred by the Company in connection with any “road show”
presentation to potential investors.

(b) If (i) the Company fails to satisfy the conditions under Section 6 (other
than delivery of the opinion of counsel for the Underwriters pursuant to
paragraph 6(h)); (ii) this Agreement is terminated pursuant to Section 9(ii),
(iii) this Agreement is terminated pursuant to Section 9(v) (other than if the
Company and the Underwriters subsequently enter into another agreement for the
Underwriters to underwrite the same or

substantially similar securities of the Company); or (iv) the Company for any
reason fails to tender the Securities for delivery to the Underwriters, the
Company agrees to reimburse the Underwriters for all out-of-pocket costs and
expenses (including the fees and expenses of their counsel) reasonably incurred
by the Underwriters in connection with this Agreement and the offering
contemplated hereby.

12. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and any controlling persons
referred to herein, and the affiliates of each Underwriter referred to in
Section 7 hereof. Nothing in this Agreement is intended or shall be construed to
give any other person any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein. No purchaser of
Securities from any Underwriter shall be deemed to be a successor merely by
reason of such purchase.

13. Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company and the Underwriters
contained in this Agreement or made by or on behalf of the Company or the
Underwriters pursuant to this Agreement or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Securities and shall
remain in full force and effect, regardless of any termination of this Agreement
or any investigation made by or on behalf of the Company or the Underwriters.

14. Certain Defined Terms. For purposes of this Agreement, (a) except
where otherwise expressly provided, the term “affiliate” has the meaning set
forth in Rule 405 under the Securities Act; (b) the term “business day” means
any day other than a day on which banks are permitted or required to be closed
in New York City; and (c) the term “subsidiary” means “majority-owned
subsidiary” as defined under Rule 405 of the Securities Act.

15. Patriot Act. In accordance with the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
the Underwriters are required to obtain, verify and record information that
identifies their respective clients, including the Company, which information
may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their
respective clients.

16. Miscellaneous. (a) Authority of the Representatives. Any
action by the Underwriters hereunder may be taken by the Representatives on
behalf of the Underwriters, and any such action taken by the Representatives
shall be binding upon the Underwriters.

(b) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication. Notices to the
Underwriters shall be given to the Representatives c/o Goldman, Sachs & Co.,
200 West Street, New

York, New York 10282, Attn: Registration Department; c/o J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: High Grade
Syndicate Desk, 3^rd Fl. (Fax: (212) 834-6081); and c/o Merrill Lynch,
Pierce, Fenner & Smith Incorporated, One Bryant Park NY1-100-18-01, New
York, New York 10036 (Fax: (212) 548-8511); Attention: High Grade Debt Capital
Markets Transaction Management/Legal. Notices to the Company shall be given to
it at 170 West Tasman Drive, San Jose, California 95134-1706 (fax:
or ); Attention: Roger Biscay (Vice
President, Treasurer and Global Risk Management); with a copy to Mark Chandler
(Senior Vice President, Legal Services, General Counsel and Secretary) (fax:
or ).

(c) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

(d) Counterparts. This Agreement may be signed in counterparts
(which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together
shall constitute one and the same instrument.

(e) Amendments or Waivers. No amendment or waiver of any provision
of this Agreement, nor any consent or approval to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
parties hereto.

(f) Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

If the foregoing is in accordance with your understanding, please indicate
your acceptance of this Agreement by signing in the space provided below.


Very truly yours,

CISCO SYSTEMS, INC.

By:		/s/ Roger Biscay
		Name: Roger Biscay
		Title: Vice President, Treasurer and Global Risk Management

Accepted: March 9, 2011

GOLDMAN, SACHS & CO.

J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED


By:		GOLDMAN, SACHS & CO.

By:		/s/ Goldman, Sachs & Co.
		Goldman, Sachs & Co.

For itself and on behalf of the several Underwriters listed in Schedule 1
hereto.


By:		J.P. MORGAN SECURITIES LLC

By:		/s/ Robert Bottamedi
		Name: Robert Bottamedi
		Title: Vice President

For itself and on behalf of the several Underwriters listed in Schedule 1
hereto.


By:		MERRILL LYNCH, PIERCE, FENNER & SMITH
		INCORPORATED

By:		/s/ Laurie Campbell
		Name: Laurie Campbell
		Title: Managing Director

For itself and on behalf of the several Underwriters listed in Schedule 1
hereto.

Schedule 1


Underwriter	Principal Amount of Floating Rate Notes		Principal Amount of 2014 Notes		Principal Amount of 2017 Notes
Goldman, Sachs & Co.	$	177,125,000	$	283,400,000	$	106,275,000
J.P. Morgan Securities LLC	$	177,100,000	$	283,360,000	$	106,260,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	177,100,000	$	283,360,000	$	106,260,000
Citigroup Global Markets Inc.	$	135,425,000	$	216,680,000	$	81,255,000
Morgan Stanley & Co. Incorporated	$	135,425,000	$	216,680,000	$	81,255,000
Wells Fargo Securities, LLC	$	135,425,000	$	216,680,000	$	81,255,000
Barclays Capital Inc.	$	28,400,000	$	45,440,000	$	17,040,000
BB&T Capital Markets, a division of Scott & Stringfellow, LLC	$	28,400,000	$	45,440,000	$	17,040,000
BNP Paribas Securities Corp.	$	28,400,000	$	45,440,000	$	17,040,000
Credit Agricole Securities (USA) Inc.	$	28,400,000	$	45,440,000	$	17,040,000
Credit Suisse Securities (USA) LLC	$	28,400,000	$	45,440,000	$	17,040,000
Deutsche Bank Securities Inc.	$	28,400,000	$	45,440,000	$	17,040,000
HSBC Securities (USA) Inc.	$	28,400,000	$	45,440,000	$	17,040,000
ING Financial Markets LLC	$	28,400,000	$	45,440,000	$	17,040,000
RBS Securities Inc.	$	28,400,000	$	45,440,000	$	17,040,000
Standard Chartered Bank	$	28,400,000	$	45,440,000	$	17,040,000
UBS Securities LLC	$	28,400,000	$	45,440,000	$	17,040,000

Total	$	1,250,000,000	$	2,000,000,000	$	750,000,000

Annex A-1

Form of Opinion of Fenwick & West LLP

(a) The Registration Statement is an “automatic shelf registration statement”
as defined under Rule 405 of the Securities Act; each of the Preliminary
Prospectus and the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) under the Securities Act specified in such opinion;
and to such counsel153s knowledge, based solely upon oral representations made to
such counsel by the Commission and the Company, no order suspending the
effectiveness of the Registration Statement has been issued, no notice of
objection of the Commission to the use of such registration statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities
Act has been received by the Company and no proceeding for that purpose or
pursuant to Section 8A of the Securities Act against the Company or in
connection with the offering is pending or threatened by the Commission.

(b) The Registration Statement, the Preliminary Prospectus and the Prospectus
(other than the financial statements and schedules and other financial and
statistical data contained therein and that part of the Registration Statement
that constitutes the Statement of Eligibility of the Trustee on Form T-1 under
the Trust Indenture Act, as to which such counsel need express no opinion)
appeared on their face to be appropriately responsive in all material respects
with the requirements of the Securities Act; and the Indenture appeared on its
face to be appropriately responsive in all material respects with the
requirements of the Trust Indenture Act.

(c) The Company has been duly organized and is validly existing and in good
standing under the laws of the State of California, is duly qualified to do
business and is in good standing in each United States jurisdiction in which its
ownership or lease of property or the conduct of its business requires such
qualification, and has all corporate power and corporate authority necessary to
own or hold its properties and to conduct the businesses in which it is engaged,
except where the failure to be so qualified or have such corporate power or
corporate authority would not, individually or in the aggregate, have a Material
Adverse Effect.

(d) The Company has an authorized equity capitalization as set forth in the
Registration Statement, the Time of Sale Information and the Prospectus under
the heading “Capitalization.”

(e) The Company has the corporate power and corporate authority to execute
and deliver each of the Transaction Documents and to perform its obligations
thereunder; and all action required to be taken by the Company153s Board of
Directors and shareholders for the due and proper authorization, execution and
delivery of each of the Transaction Documents and the consummation of the
transactions provided for therein to be taken as of the Closing Date has been
duly and validly taken.

(f) The Indenture has been duly authorized, executed and delivered by the
Company and, assuming due execution and delivery thereof by the Trustee,
constitutes a valid and legally binding agreement of the Company enforceable
against the Company in accordance with its terms, subject to the Enforceability
Exceptions.

(g) The Securities have been duly authorized, executed and delivered by the
Company and, when duly authenticated as provided in the Indenture and paid for
as provided in this Agreement, will be duly and validly issued and outstanding
and will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms, subject to the
Enforceability Exceptions, and will be entitled to the benefits of the
Indenture.

(h) This Agreement has been duly authorized, executed and delivered by the
Company.

(i) Each Transaction Document conforms in all material respects to the
description thereof contained in the Registration Statement, the Time of Sale
Information and the Prospectus.

(j) The execution, delivery and performance by the Company of each of the
Transaction Documents, the issuance and sale of the Securities and compliance by
the Company with the terms thereof and the consummation of the transactions
provided for in the Transaction Documents do not (i) result in a breach of any
of the terms or provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject that is specifically listed on
an attachment to such opinion, (ii) result in any violation of the provisions of
the charter or by-laws of the Company or (iii) result in the violation of any
United States federal or California State law or statute or any judgment, order,
rule or regulation of any court or arbitrator or governmental or regulatory
authority specifically naming the Company as being bound, except, in the case of
each of clauses (i) and (iii) above, for any such conflict, breach or violation
that would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.

(k) No consent, approval, authorization, order, registration or qualification
of or with any United States federal or California State court or arbitrator or
governmental or regulatory authority is required to be obtained or made by the
Company for the Company to execute, deliver or perform, as of the Closing Date,
each of the Transaction Documents, to issue or sell the Securities as of the
Closing Date and for the Company to comply with the terms thereof and to
consummate the transactions provided for in the Transaction Documents, except
for (i) the registration of the Securities under the Securities Act, (ii) the
qualification of the Indenture under the Trust Indenture Act and (iii) such
consents, approvals, authorizations, orders and registrations or qualifications
as may be required under applicable state securities laws in connection with the
purchase and distribution of the Securities by the Underwriters.

(l) To the knowledge of such counsel, there are no governmental or regulatory
investigations, actions, suits or proceedings pending, or threatened in writing
delivered to the Company, that are required under the Securities Act to be
described in the Registration Statement and that are not so described in the
Registration Statement, the Time of Sale Information and the Prospectus.

(m) The descriptions in the Registration Statement, the Time of Sale
Information and the Prospectus of statutes, governmental and regulatory
proceedings and contracts and other documents are accurate in all material
respects. The statements in the Preliminary Prospectus and Prospectus under the
heading “Material United States Income Tax Considerations” and the statements
incorporated by reference in the Preliminary Prospectus and the Prospectus from
Item 3 of Part I of the Company153s Annual Report on Form 10-K for the year ended
July 31, 2010 to the extent that they constitute summaries of matters of law or
governmental regulation or legal conclusions, fairly summarize the matters
described therein in all material respects.

(n) The Company is not and, after giving effect to the offering and sale of
the Securities and the application of the proceeds thereof as described in the
Registration Statement, the Time of Sale Information and the Prospectus, will
not be required to register as an “investment company” or an entity “controlled”
by an “investment company” within the meaning of the Investment Company Act.

(o) The documents incorporated by reference in the Time of Sale Information
and the Prospectus (other than the financial statements and schedules and other
financial and statistical data therein, as to which such counsel need express no
opinion), when they were filed with the Commission appeared on their face to be
appropriately responsive in all material respects with the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder.

(p) Neither the issuance, sale and delivery of the Securities nor the
application of the proceeds thereof by the Company as described in the
Prospectus will violate Regulation T, U or X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board of Governors.

Such counsel shall also state that they have participated in conferences with
representatives of the Company and with representatives of its independent
accountants and counsel at which conferences the contents of the Registration
Statement, the Time of Sale Information and the Prospectus and any amendment and
supplement thereto (including the documents incorporated by reference therein)
and related matters were discussed and, although such counsel assume no
responsibility for the accuracy, completeness or fairness of the Registration
Statement, the Time of Sale Information, the Prospectus and any amendment or
supplement thereto (except to the extent expressly provided above), nothing has
come to the attention of such counsel to cause such counsel to believe that the
Registration Statement, at the time of its effective date (including the
information, if any, deemed pursuant to Rule 430A, 430B or 430C to be

part of the Registration Statement at the time of effectiveness), contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, that the Time of Sale Information, at the Time of Sale contained any
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading or that the Prospectus or any
amendment or supplement thereto as of its date and the Closing Date contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading (other than the financial statements and
schedules and other financial data contained therein and that part of the
Registration Statement that constitutes the Statement of Eligibility of the
Trustee on Form T-1 under the Trust Indenture Act, as to which such counsel need
express no opinion).

In rendering such opinion, such counsel may rely as to matters of fact on
certificates of responsible officers of the Company and public officials that
are furnished to the Underwriters.

The opinion of Fenwick & West LLP described above shall be rendered to
the Underwriters at the request of the Company and shall so state therein.

Annex A-2

Form of In-House Counsel Opinion

(a) To the knowledge of such counsel, except as described in the Registration
Statement, the Time of Sale Information and the Prospectus, there are no legal
investigations, actions, suits or proceedings pending to which the Company or
any of its subsidiaries is a party or to which any property of the Company or
any of its subsidiaries is the subject (collectively, “Actions”) that,
individually or in the aggregate, the Company reasonably expects will have a
Material Adverse Effect; and no Action has been overtly threatened to the
Company or, to the knowledge of such counsel, contemplated by any governmental
or regulatory authority or overtly threatened to the Company by others that,
individually or when aggregated with any other Action, the Company reasonably
expects will have a Material Adverse Effect.

(b) To the knowledge of such counsel, (A) there are no current or pending
Actions that are required under the Securities Act to be described in the
Registration Statement and that are not so described in the Registration
Statement, the Time of Sale Information and the Prospectus and (B) there are no
contracts and other documents that are required under the Securities Act to be
filed as exhibits to the Registration Statement or described in the Registration
Statement or the Prospectus and that have not been so filed as exhibits to the
Registration Statement or described in the Registration Statement, the Time of
Sale Information and the Prospectus.

Annex B

Time of Sale Information

Final Term Sheets filed as Free Writing Prospectuses on March 9, 2011
relating to each series of Notes

Annex C-1

LOGO

Pricing Term Sheet for Floating Rate Notes due 2014


Issuer:		Cisco Systems, Inc.
Ticker:		CSCO
Ratings:		A1/A+
Security Type:		SEC Registered
Size:		$ 1,250,000,000
Maturity:		March 14, 2014
Coupon:		3-month LIBOR + 25 bps
Price:		100.000%
Denominations:		$2,000 and any integral multiple of $1,000 above that amount
CUSIP/ISIN:		17275R AL6 / US17275RAL69
Trade Date:		March 9, 2011
Pay Dates:		March 14, June 14, September 14 and December 14, commencing on June 14, 2011
Settlement:		March 16, 2011
Bookrunners:		Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Wells Fargo Securities, LLC

Co-Managers:		Barclays Capital Inc. BB&T Capital Markets, a division of Scott & Stringfellow, LLC BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. ING Financial Markets LLC RBS Securities Inc. Standard Chartered Bank UBS Securities LLC

Standard Chartered Bank will not effect any offers or sales of any
notes in the United States unless it is through one or more U.S. registered
broker-dealers as permitted by the regulations of FINRA.

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market
are required to settle in three business days, unless the parties to a trade
expressly agree otherwise. Accordingly, purchasers who wish to trade notes on
the date of pricing or the next succeeding business day will be required, by
virtue of the fact that the notes initially will settle in T+5, to specify
alternative settlement arrangements to prevent a failed settlement.

A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.

this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by (i) calling Goldman, Sachs & Co.
toll-free 1-866-471-2526, (ii) calling J.P. Morgan Securities LLC collect at
(212) 834-4533, (iii) calling Merrill Lynch, Pierce, Fenner & Smith
Incorporated toll-free 1-800-294-1322, (iv) Citigroup Global Markets Inc.
toll-free 1-877-858-5407, (v) Morgan Stanley & Co. Incorporated toll-free at
1-866-718-1649, (vi) Wells Fargo Securities, LLC toll-free at 1-800-326-5897.

Annex C-2

LOGO

Pricing Term Sheet for 1.625% Senior Notes due 2014


Issuer:		Cisco Systems, Inc.
Ticker:		CSCO
Ratings:		A1/A+
Security Type:		SEC Registered
Size:		$ 2,000,000,000
Maturity:		March 14, 2014
Coupon:		1.625%
Price:		99.881%
Benchmark Treasury:		1.250% due February 15, 2014
Yield:		1.666%
Spread:		+ 50 bps
Treasury Security Yield:		1.166%
Denominations:		$2,000 and any integral multiple of $1,000 above that amount
CUSIP/ISIN:		17275RAJ1 / US17275RAJ14
Trade Date:		March 9, 2011
Pay Dates:		March 14 and September 14, commencing on September 14, 2011
Make-Whole:		T+ 10 bps
Settlement:		March 16, 2011
Bookrunners:		Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Wells Fargo Securities, LLC
Co-Managers:		Barclays Capital Inc. BB&T Capital Markets, a division of Scott & Stringfellow, LLC BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. ING Financial Markets LLC RBS Securities Inc. Standard Chartered Bank UBS Securities LLC

Standard Chartered Bank will not effect any offers or sales of any
notes in the United States unless it is through one or more U.S. registered
broker-dealers as permitted by the regulations of FINRA.

A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by (i) calling Goldman, Sachs &
Co. toll-free 1-866-471-2526, (ii) calling J.P. Morgan Securities LLC collect at
(212) 834-4533, (iii) calling Merrill Lynch, Pierce, Fenner & Smith
Incorporated toll-free 1-800-294-1322, (iv) Citigroup Global Markets Inc.
toll-free 1-877-858-5407, (v) Morgan Stanley & Co. Incorporated toll-free at
1-866-718-1649, (vi) Wells Fargo Securities, LLC toll-free at 1-800-326-5897.

Annex C-3

LOGO

Pricing Term Sheet for 3.150% Senior Notes due 2017


Issuer:		Cisco Systems, Inc.
Ticker:		CSCO
Ratings:		A1/A+
Security Type:		SEC Registered
Size:		$ 750,000,000
Maturity:		March 14, 2017
Coupon:		3.150%
Price:		99.767%
Benchmark Treasury:		2.125% due February 29, 2016
Yield:		3.193%
Spread:		+ 105 bps
Treasury Security Yield:		2.143%
Denominations:		$2,000 and any integral multiple of $1,000 above that amount
CUSIP/ISIN:		17275R AK8 / US17275RAK86
Trade Date:		March 9, 2011
Pay Dates:		March 14 and September 14, commencing on September 14, 2011
Make-Whole:		T+ 15 bps
Settlement:		March 16, 2011
Bookrunners:		Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Wells Fargo Securities, LLC

Co-Managers:		Barclays Capital Inc. BB&T Capital Markets, a division of Scott & Stringfellow, LLC BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. ING Financial Markets LLC RBS Securities Inc. Standard Chartered Bank UBS Securities LLC

Standard Chartered Bank will not effect any offers or sales of any
notes in the United States unless it is through one or more U.S. registered
broker-dealers as permitted by the regulations of FINRA.

A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.

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