{"id":41003,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distribution-agreement-the-walt-disney-co-bear-stearns.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distribution-agreement-the-walt-disney-co-bear-stearns","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/distribution-agreement-the-walt-disney-co-bear-stearns.html","title":{"rendered":"Distribution Agreement &#8211; The Walt Disney Co., Bear, Stearns &#038; Co. Inc., CS First Boston Corp., Goldman, Sachs &#038; Co., J.P. Morgan Securities Inc., Lehman Brothers, Merrill Lynch &#038; Co. and Morgan Stanley &#038; Co. Inc."},"content":{"rendered":"<pre>\n                       THE WALT DISNEY COMPANY\n\n                          Medium-Term Notes\n             Due Nine Months or More from Date of Issue\n\n                      DISTRIBUTION AGREEMENT\n\n\n                                                                  March 7, 1996\n\n\nBear, Stearns &amp; Co. Inc.\nCS First Boston Corporation\nGoldman, Sachs &amp; Co.\nJ.P. Morgan Securities Inc.\nLehman Brothers,\n  Lehman Brothers Inc.\nMerrill Lynch &amp; Co.,\n  Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated\nMorgan Stanley &amp; Co. Incorporated\n\n\n\nDear Ladies and Gentlemen:\n\n            The Walt Disney Company, a Delaware corporation (the \"Company\"),\nconfirms its agreement with each of Bear, Stearns &amp; Co. Inc., CS First Boston\nCorporation, Goldman, Sachs &amp; Co., J.P. Morgan Securities Inc., Lehman Brothers,\nLehman Brothers Inc., Merrill Lynch &amp; Co., Merrill Lynch, Pierce, Fenner &amp; Smith\nIncorporated and Morgan Stanley &amp; Co. Incorporated (each an \"Agent\" and\ncollectively, the \"Agents\") with respect to the issue and\n\n\n\n\nsale by the Company of its Medium-Term Notes (the \"Notes\").  The Notes are to be\nissued pursuant to an indenture (the \"Indenture\"), dated as of March 7, 1996,\nbetween the Company and Citibank, N.A., as trustee (the \"Trustee\").  As of the\ndate hereof, the Company has authorized the issuance and sale of up to U.S.\n$3,000,000,000 aggregate initial offering price (or its equivalent, based upon\nthe applicable exchange rate at the time of issuance, in such foreign currencies\nor composite currencies as the Company shall designate in the Notes at the time\nof issuance) of Notes directly or through the Agents pursuant to the terms of\nthis Agreement.  Such Notes are in addition to other Medium Term Notes of the\nCompany outstanding at the date hereof.  It is understood, however, that the\nCompany may from time to time authorize the issuance of additional Notes and\nthat, at the option of the Company, such Notes may be distributed through or\nsold to the Agents pursuant to the terms of this Agreement, all as though the\nissuance of such Notes were authorized as of the date hereof.\n\n            This Agreement provides both for the sale of Notes by the Company\ndirectly to purchasers, in which case the Agents will act as agents of the\nCompany in soliciting Note purchasers, and (as may from time to time be agreed\nto by the Company and one or more Agents) to such Agent or Agents as principal\nfor resale to purchasers.\n\n            The Company has filed with the Securities and Exchange Commission\n(the \"Commission\") a registration statement on Form S-3 (No. 33-62777) for the\nregistration of debt securities and other securities, including the Notes, under\nthe Securities Act of 1933, as amended (the \"1933 Act\"), and the offering\nthereof from time to time in accordance with Rule 415 of the rules and\nregulations of the Commission under the 1933 Act (the \"1933 Act Regulations\").\nSuch registration statement has been declared effective by the Commission and\nthe Indenture has been qualified under the Trust Indenture Act of 1939, as\namended (the \"1939 Act\").  Such registration statement (and any further\nregistration statements that may be filed by the Company for the purpose of\nregistering additional Notes and which the Company and the Agents agree is to be\ncovered by this Agreement) and the prospectus constituting a part thereof,\ntogether with any prospectus supplement relating to the Notes, including, in\neach case, all Incorporated Documents (as hereinafter defined), as from time to\ntime amended or supplemented by the filing of documents pursuant to the\nSecurities Exchange Act of 1934, as amended (the \"1934 Act\"), or the 1933 Act or\notherwise, are referred to  herein as the \"Registration Statement\" and the\n\"Prospectus,\" respectively, except that, if any revised prospectus shall be\nprovided to the Agents by the Company for use in connection with the offering of\nthe Notes which is not required to be filed by the Company pursuant to Rule\n424(b) of the 1933 Act Regulations, the term \"Prospectus\" shall refer to such\nrevised prospectus from and after the time it is first provided to the Agents\nfor such use.  The term \"Prospectus\" shall also include any term sheet or\n\n\n                                        2\n\n\n\n\nabbreviated term sheet as these terms are used in Rule 434 of the 1933 Act\nRegulations (each a \"Terms Sheet\").  In addition, any reference herein to the\nRegistration Statement or the Prospectus shall be deemed to refer to and include\nthe documents, financial statements and schedules incorporated by reference\ntherein pursuant to Item 12 of Form S-3 under the 1933 Act, and any reference to\nany amendment or supplement to the Registration Statement or the Prospectus\nshall be deemed to refer to and include any documents, financial statements and\nschedules filed by the Company with the Commission under the 1934 Act after the\ndate hereof, and so incorporated by reference or deemed incorporated by\nreference(such incorporated documents, financial statements and schedules being\nherein called the \"Incorporated Documents\").  Notwithstanding the foregoing, for\npurposes of this Agreement any prospectus or prospectus supplement or any Term\nSheets prepared or filed with respect to an offering pursuant to the\nRegistration Statement of securities other than the Notes shall not be deemed to\nhave supplemented the Prospectus.\n\nSECTION 1.        REPRESENTATIONS AND WARRANTIES; ADDITIONAL CERTIFICATES\n\n            a.    REPRESENTATIONS AND WARRANTIES.  The Company represents and\nwarrants to each Agent as of the date hereof, as of the date of each acceptance\nby the Company of an offer for the purchase of Notes (whether through an Agent\nas agent or from an Agent as principal), as of the date of each delivery of\nNotes by the Company to the purchasers (the date of each such delivery to an\nAgent as principal being hereafter referred to as a \"Settlement Date\"), and as\nof the dates referred to in Section 6(a) hereof (each of the dates referenced\nabove being referred to hereafter as a \"Representation Date\"), as follows:\n\n                  (i)     The Incorporated Documents, when they became effective\nor were filed (or, if an amendment with respect to any such Incorporated\nDocument was filed or became effective, when such amendment was filed or became\neffective) with the Commission, as the case may be, complied in all material\nrespects with the requirements of the 1934 Act, and any Incorporated Documents\nfiled subsequent to the date hereof and prior to the termination of the offering\nof the Notes, will, when they are filed with the Commission, comply in all\nmaterial respects with the requirements of the 1934 Act; no such Incorporated\nDocument, when it became effective or was filed (or, if an amendment with\nrespect to any such Incorporated Document was filed or became effective, when\nsuch amendment was filed or became effective) with the Commission, contained,\nand no Incorporated Document filed subsequent to the date hereof and prior to\nthe termination of the offering of the Notes will contain, an untrue statement\nof a material fact or omitted, or will omit, to state a material fact required\nto be stated therein or necessary to make the statements therein not misleading.\n\n\n\n                                        3\n\n\n\n\n                  (ii)    The Registration Statement, at the time it became\neffective, complied in all material respects with the provisions of the 1933 Act\nand the 1933 Act Regulations; at the applicable Representation Date, the\nRegistration Statement and the Prospectus, and any supplements or amendments\nthereto, will comply in all material respects with the provisions of the 1933\nAct and the 1933 Act Regulations; and the Registration Statement and the\nProspectus, and any such supplement or amendment thereto, at all such times did\nnot and will not contain an untrue statement of a material fact or omit to state\na material fact required to be stated therein or necessary to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading; except that this representation and warranty does not apply to\nstatements or omissions in the Registration Statement, the Prospectus or any\npreliminary prospectus, or any amendment or supplement thereto, made in reliance\nupon information furnished to the Company in writing by or on behalf of the\nAgents expressly for use therein or to those parts of the Registration Statement\nwhich constitute the Trustee's Statement of Eligibility and Qualification on\nForm T-1 under the 1939 Act (the \"Form T-1\").  There is no contract or document\nof a character required to be described in the Registration Statement or the\nProspectus or to be filed as an exhibit to the Registration Statement which is\nnot described or filed as required.\n\n                  (iii)   This Agreement, the Indenture, the Notes and any\napplicable Terms Agreement have been duly authorized by the Company and conform\nin all material respects to the descriptions thereof in the Prospectus.\n\n                  (iv)    The Indenture (assuming due execution and delivery\nthereof by the Trustee) is, and the Notes (when executed by the Company and\nauthenticated in accordance with the Indenture and delivered to and paid for by\nthe purchasers thereof) will be, the legal, valid and binding obligations of the\nCompany, enforceable against the Company in accordance with their respective\nterms, except as such enforceability may be limited by (A) bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws now or hereafter in\neffect relating to or affecting the enforcement of creditors' rights generally,\n(B) general principles of equity (regardless of whether such enforcement is\nconsidered in a proceeding in equity or at law), (C) requirements that a claim\nwith respect to any Notes denominated other than in United States dollars (or a\njudgment denominated other than in United States dollars in respect of such\nclaim) be converted into United States dollars at a rate of exchange prevailing\non a date determined pursuant to applicable law and (D) governmental authority\nto limit, delay or prohibit the making of payments outside the United States or\nin a foreign currency or composite currency.  The Notes (when executed by the\nCompany and authenticated in accordance with the terms of the Indenture and\ndelivered to and paid for by the purchasers thereof) will be entitled to the\nbenefits of the Indenture (subject to the exceptions set forth in the preceding\nsentence).\n\n\n                                        4\n\n\n\n\n                  (v)     The Company is a validly existing corporation in good\nstanding under the laws of its state of incorporation.  The Company has full\ncorporate power and authority to own, lease and operate its properties and to\nconduct its business as presently conducted and as described in the Prospectus;\nand the Company is duly qualified as a foreign corporation to transact business\nand is in good standing in each jurisdiction in which such qualification is\nrequired whether by reason of the ownership or leasing of property or the\nconduct of business, except where the failure to so qualify would not have a\nmaterial adverse effect on the consolidated financial condition or earnings of\nthe Company and its subsidiaries, considered as one enterprise.\n\n                  (vi)    Each of Disney Enterprises, Inc., Capital Cities\/ABC,\nInc. and Walt Disney World Co. (collectively, the \"Significant Subsidiaries\") is\na validly existing corporation in good standing under the laws of its state of\nincorporation.  Each of the Significant Subsidiaries has full corporate power\nand authority to own, lease and operate its properties and to conduct its\nbusiness as presently conducted and as described in the Prospectus; and each of\nthe Significant Subsidiaries is duly qualified as a foreign corporation to\ntransact business and is in good standing in each United States jurisdiction in\nwhich such qualification is required whether by reason of the ownership or\nleasing of property or the conduct of business, except where a failure to so\nqualify would not have a material adverse effect on the consolidated financial\ncondition or earnings of the Company and its subsidiaries, considered as one\nenterprise.\n\n                  (vii)   Except as contemplated in the Prospectus or reflected\ntherein by the filing of any amendment or supplement thereto or any Incorporated\nDocument, since the date of the most recent consolidated financial statements\nincluded or incorporated by reference in the Registration Statement and the\nProspectus, unless the Company has notified the Agents as provided in Section\n3(d) hereof, there has not been any material adverse change in the consolidated\nfinancial condition or earnings of the Company and its subsidiaries, considered\nas one enterprise.\n\n                  (viii)  The Company is not in violation of its Certificate of\nIncorporation or Bylaws.  The execution and delivery of this Agreement by the\nCompany, the issuance and sale of the Notes and the performance by the Company\nof its obligations under this Agreement, the Indenture and any applicable Terms\nAgreement will not conflict with or constitute a breach of or a default (with\nthe passage of time or otherwise) under (A) the Certificate of Incorporation or\nBylaws of the Company, (B) subject to the Company's compliance with any\napplicable covenants pertaining to its incurrence of unsecured indebtedness\ncontained therein, any contract, indenture, mortgage, loan agreement, note,\nlease or other instrument to which the Company is a party or by which it may be\nbound, or to which any of the properties or assets of the\n\n\n                                        5\n\n\n\n\nCompany is subject, which breach or default would, singly or in the aggregate,\nhave a material adverse effect on the consolidated financial condition or\nearnings of the Company and its subsidiaries, considered as one enterprise, or\n(C) any applicable law, administrative regulation or administrative or court\ndecree.  Except for orders, permits and similar authorizations required under or\nby the securities or Blue Sky laws of certain jurisdictions, any securities\nexchange on which any of the Notes might be listed or with respect to Notes\nwhich are to be indexed or linked to any foreign currency, composite currency,\ncommodity, equity index or similar index, no consent, approval, authorization or\nother order of any regulatory body, administrative agency or other governmental\nbody is legally required for the valid issuance and sale of the Notes.  As of\nthe date of each acceptance by the Company of an offer for the purchase of Notes\nand as of the date of each delivery of Notes by the Company, the Company by such\nacceptance or delivery, as the case may be, shall be deemed to represent and\nwarrant to the Agents that, both immediately before and immediately after giving\neffect to such acceptance or delivery, the Company shall be in compliance with\nthe requirements of any applicable covenants pertaining to its incurrence of\nunsecured indebtedness contained in the agreements or instruments referred to in\nclause (B) above.\n\n                  (ix)    To the best of the Company's knowledge, the\naccountants who have audited and reported upon the financial statements filed\nwith the Commission as part of the Registration Statement and the Prospectus are\nindependent accountants as required by the 1933 Act.  The historical financial\nstatements included in the Registration Statement or Prospectus or incorporated\ntherein by reference fairly present the consolidated financial position and\nresults of operations of the Company and its subsidiaries at the respective\ndates and for the respective periods to which they apply.  Such historical\nfinancial statements have been prepared in accordance with generally accepted\naccounting principles consistently applied, except as set forth in the\nRegistration Statement and Prospectus.  The unaudited pro forma combined\ncondensed financial statements (Disney\/Capital Cities\/Combined Company),\ntogether with the related notes and any supporting schedules incorporated by\nreference in the Registration Statement and the Prospectus, present fairly the\ninformation shown therein and have been compiled on a basis substantially\nconsistent with the audited financial statements of Disney and Capital Cities\nincorporated by reference in the Registration Statement and the Prospectus; the\nassumptions on which such unaudited pro forma combined condensed financial\nstatements have been prepared are reasonable; and such unaudited pro forma\ncombined condensed financial statements have been prepared, and the pro forma\nadjustments set forth therein have been applied, in accordance with the\napplicable accounting requirements of the 1933 Act and the 1933 Act Regulations\n(including, without limitation, Regulations S-X promulgated by the Commission),\nand such pro forma\n\n\n                                        6\n\n\n\n\nadjustments have been properly applied to the historical amounts in the\ncompilation of such statements.\n\n                  (x)     The Company has complied with, and is and will be in\ncompliance with, the provisions of that certain Florida act relating to\ndisclosure of doing business with Cuba, codified as Section 517.075 of the\nFlorida statutes, and the rules and regulations thereunder or is exempt\ntherefrom.\n\n            b.    ADDITIONAL CERTIFICATIONS.  Any certificate signed by any\nofficer of the Company and delivered to an Agent or to counsel for the Agents in\nconnection with an offering of Notes shall be deemed a representation and\nwarranty by the Company to such Agent as to the matters covered thereby on the\ndate of such certificate.\n\nSECTION 2.        SOLICITATIONS AS AGENTS; PURCHASES AS PRINCIPALS\n\n            a.    SOLICITATIONS AS AGENTS. Subject to the terms and conditions\nstated herein and subject to the reservation by the Company of the right to sell\nNotes directly on its own behalf and to any person, to sell Notes through others\n(provided that any other agent will execute an agreement with the Company which\ncontains substantially the same terms and conditions contained herein), and to\ndesignate and select additional agents to become party to this Agreement, the\nCompany hereby (i) appoints each Agent as an agent of the Company for the\npurpose of soliciting offers to purchase the Notes from the Company by others\nand (ii) agrees that whenever the Company determines to sell Notes directly to\nan Agent as principal for resale to others, it will enter into a Terms Agreement\nrelating to such sale in accordance with the provisions of Section 2(b) hereof.\nWithout the prior written consent of the Company, the Agents are not authorized\nto appoint sub-agents or to engage the services of any other broker or dealer in\nconnection with the offer or sale of the Notes; provided, that without the\nCompany's consent, the Agents may solicit offers to purchase the Notes from\nother brokers or dealers.  In connection with the solicitation of offers to\npurchase Notes, without the prior consent of the Company, the Agents are not\nauthorized to provide any written information relating to the Company to any\nprospective purchaser other than the Prospectus and the Incorporated Documents.\nEach Agent will make reasonable efforts to assist the Company in obtaining\nperformance by each purchaser whose offer to purchase Notes from the Company has\nbeen solicited by such Agent, as agent, and accepted by the Company, but such\nAgent shall not have any liability to the Company in the event any such purchase\nis not consummated for any reason.\n\n            The Company reserves the right, in its sole discretion, to suspend\nthe solicitation of offers to purchase the Notes through the Agents commencing\nat any time for any period of time or permanently.  Upon receipt of instructions\n\n\n                                        7\n\n\nfrom the Company, the Agents will, as soon as possible, suspend the solicitation\nof offers to purchase the Notes from the Company until such time as the Company\nhas advised the Agents that such solicitation may be resumed.\n\n            The Company agrees to pay each Agent a commission, which such Agent\nis hereby authorized to deduct from the sales proceeds of each Note sold by the\nCompany as a result of a solicitation made by such Agent, equal to the\napplicable percentage of the principal amount of each such Note, as set forth in\nExhibit A hereto.  Without the consent of the Company, no Agent, as an agent,\nmay reallow any portion of the commission payable pursuant hereto to dealers or\npurchasers in connection with the offer and sale of any Notes.\n\n            As an agent, each Agent is authorized, except during periods of\nsuspension as provided in this Agreement, to solicit offers to purchase the\nNotes.  Each Agent shall communicate to the Company, orally or in writing, each\nreasonable offer to purchase Notes received by such Agent, as agent.  Each Agent\nshall have the right in its discretion reasonably exercised to reject any offer\nto purchase the Notes received by such Agent which it does not deem reasonable,\nand any such rejection shall not be deemed a breach of such Agent's agreements\ncontained herein.  The Company shall have the sole right to accept offers to\npurchase the Notes and may reject any such offer in whole or in part, and any\nsuch rejection shall not be deemed to be a breach of any agreement of the\nCompany contained herein.  The purchase price, interest rate, maturity date and\nother terms of the Notes agreed upon by the Company shall be set forth in a\npricing supplement to the Prospectus to be prepared following each acceptance by\nthe Company of an offer for the purchase of Notes (a \"Pricing Supplement\").\nExcept as may be otherwise provided in any Pricing Supplement, each Note will be\nissued in the denomination of U.S. $1,000 or any amount in excess thereof which\nis an integral multiple of U.S. $1,000.  All Notes will be sold at 100% of their\nprincipal amount unless otherwise agreed to by the Company.  Each Agent\nacknowledges and agrees that any funds which such Agent receives in respect of a\npurchase of Notes, which purchase has been solicited by such Agent, as agent of\nthe Company, will be received, held and disposed of by such Agent, as agent of\nthe Company, subject to the right of such Agent to deduct from the sale proceeds\nthe applicable commission as set forth on Exhibit A hereto.\n\n            If requested by a prospective purchaser of Notes denominated in a\ncurrency other than U.S. dollars, the Agent soliciting the offer to purchase\nwill use its reasonable efforts to arrange for the conversion of U.S. dollars\ninto such currency to enable the purchaser to pay for such Notes.  Such requests\nmust be made on or before the third business day preceding the date of delivery\nof the Notes, or by such other dates as determined by such Agent.  Each such\nconversion will be made by the relevant Agent on such terms and subject to such\nconditions, limitations and charges as such Agent may from time to time\nestablish\n\n\n                                        8\n\n\nin accordance with its regular foreign exchange practice.  All costs of exchange\nwill be borne by purchasers of the Notes.\n\n            b.    PURCHASES AS PRINCIPAL.  Each sale of Notes to an Agent as\nprincipal shall be made in accordance with the terms contained herein and\npursuant to a separate agreement which will provide for the sale of such Notes\nto, and the purchase and any reoffering thereof by, such Agent.  Each such\nseparate agreement (which may be an oral agreement if confirmed within 24 hours\nthereafter by an exchange of any standard form of written telecommunication\n(including facsimile transmission) between the Agent and the Company) is herein\nreferred to as a \"Terms Agreement.\"  Unless the context otherwise requires, each\nreference contained herein to \"this Agreement\" shall be deemed to include any\napplicable Terms Agreement between the Company and the Agent.  Each such Terms\nAgreement, whether oral (and confirmed in writing, which confirmation may be by\nfacsimile transmission) or in writing shall be with respect to such information\n(as applicable) as is specified in Exhibit B hereto.  An Agent's commitment to\npurchase Notes pursuant to any Terms Agreement shall be deemed to have been made\non the basis of the representations and warranties of the Company herein\ncontained and shall be subject to the terms and conditions herein set forth.\nThe Agents may offer the Notes they have purchased as principal to other\ndealers.  The Agents may sell Notes to any dealer at a discount and, unless\notherwise specified in the applicable Terms Agreement, such discount allowed to\nany dealer will not be in excess of the discount to be received by such Agent\nfrom the Company.  Unless otherwise specified in the applicable Terms Agreement,\nany Notes sold to an Agent as principal will be purchased by such Agent at a\nprice equal to 100% of the principal amount thereof less a percentage equal to\nthe commission applicable to any agency sale of a Note of identical maturity.\n\n            c.    ADMINISTRATIVE PROCEDURES.  Administrative procedures with\nrespect to the sale of Notes shall be agreed upon from time to time by the\nAgents and the Company (the \"Procedures\").  The Procedures initially agreed upon\nshall be those set forth in Exhibit C hereto. The Agents and the Company agree\nto perform the respective duties and obligations specifically provided to be\nperformed by the Agents and the Company herein and in the Procedures.\n\n\n\n                                        9\n\n\nSECTION 3.  COVENANTS OF THE COMPANY\n\n            The Company covenants with each Agent as follows:\n\n            a.    NOTICE OF CERTAIN EVENTS.  The Company will notify the\nAgents promptly of (i) the designation and selection of additional agents to\nbecome party to this Agreement, (ii) the designation and selection of additional\nagents for the sale of Notes pursuant to any agreement other than this\nAgreement, (iii) the effectiveness of any post-effective amendment to the\nRegistration Statement (other than a post-effective amendment relating solely to\nan offering of debt securities other than the Notes), (iv) the transmittal to\nthe Commission for filing of any supplement to the Prospectus (other than a\nPricing Supplement or a supplement relating solely to an offering of securities\nother than the Notes), (v) the receipt of any comments from the Commission with\nrespect to the Registration Statement or the Prospectus (other than any comments\nrelating solely to an offering of securities other than the Notes), (vi) any\nrequest by the Commission for any amendment to the Registration Statement or any\namendment or supplement to the Prospectus or for additional information (other\nthan any such request relating solely to an offering of securities other than\nthe Notes) and (vii) the issuance by the Commission of any stop order suspending\nthe effectiveness of the Registration Statement or the initiation of any\nproceedings for that purpose. The Company will make every reasonable effort to\nprevent the issuance of any such stop order and, if any such stop order is\nissued, to obtain the lifting thereof at the earliest possible time unless the\nCompany shall, in its sole discretion, determine that it is not in its best\ninterest to do so.\n\n            b.    NOTICE OF CERTAIN PROPOSED FILINGS.  At or prior to the\nfiling thereof, the Company will give the Agents notice of its intention to file\nany additional registration statement with respect to the registration of\nadditional Notes to be covered by this Agreement, any amendment to the\nRegistration Statement or any amendment or supplement to the Prospectus (other\nthan a Pricing Supplement or an amendment or supplement relating solely to an\noffering of debt securities other than the Notes), whether by the filing of\ndocuments pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish\nthe Agents with copies of any such amendment or supplement or other documents\npromptly after the filing thereof.\n\n            c.    COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS.\nThe Company will deliver to the Agents one signed and as many conformed copies\nof the Registration Statement (as originally filed) and of each amendment\nthereto (including the Incorporated Documents and any exhibits filed therewith\nor incorporated by reference therein) as the Agents may reasonably request.  The\nCompany will furnish to the Agents as many copies of the Prospectus (as amended\nor supplemented) as the Agents shall reasonably request so long as the\n\n\n                                        10\n\n\nAgents are required to deliver a Prospectus in connection with sales or\nsolicitations of offers to purchase the Notes.\n\n            d.    REVISIONS OF PROSPECTUS -- MATERIAL  CHANGES.  So long as\nthe Agents are required to deliver a Prospectus in connection with sales or\nsolicitations of offers to purchase the Notes, if any event shall occur or\ncondition exist as a result of which it is necessary, in the opinion of counsel\nfor the Company, after consultation with counsel for the Agents, to further\namend or supplement the Prospectus in order that the Prospectus will not include\nan untrue statement of a material fact or omit to state any material fact\nnecessary in order to make the statements therein not misleading in light of the\ncircumstances existing at the time it is delivered to a purchaser, or if it\nshall be necessary, in the opinion of such counsel for the Company, to amend or\nsupplement the Registration Statement or the Prospectus in order to comply with\nthe requirements of the 1933 Act or the 1933 Act Regulations, prompt notice\nshall be given, and confirmed in writing, to the Agents to cease the\nsolicitation of offers to purchase the Notes in their capacity as agents and to\ncease sales of any Notes the Agents may then own as principal.  In addition, if\nany Agent holds Notes purchased for resale pursuant to a Terms Agreement and the\nCompany has given notice to the Agents pursuant to this subsection (d) within 90\ndays after the date of execution of such Terms Agreement, the Company will\nprepare and file as soon as practicable an amendment or supplement to the\nProspectus so that the Prospectus, as amended or supplemented, will not include\nany untrue statement of a material fact or omit to state any material fact\nnecessary in order to make the statements therein not misleading in light of the\ncircumstances existing at the time it is delivered to the Agents.\n\n            e.    COMPLIANCE WITH 1934 ACT; ACCOUNTANTS' CONSENTS.  The\nCompany will (i) comply, in a timely manner, with all applicable requirements\nunder the 1934 Act relating to the filing with the Commission of the Company's\nreports pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and, if then\napplicable, of the Company's proxy statements pursuant to Section 14 of the 1934\nAct and (ii) use its best efforts to obtain the written consent of the Company's\nindependent accountants as to the incorporation by reference in the Registration\nStatement of the audited financial statements reported on by them and contained\nin the Company's annual reports on Form 10-K under the 1934 Act.\n\n            f.    EARNINGS STATEMENTS.  The Company will make generally\navailable to its security holders, in each case as soon as practicable but in\nany event not later than 15 months after the acceptance by the Company of an\noffer to purchase Notes hereunder, a consolidated earnings statement (which need\nnot be audited) covering the twelve-month period beginning after the latest of\n(i) the effective date of the Registration Statement, (ii) the effective date of\nthe most recent post-effective amendment to the Registration Statement to become\neffective\n\n\n                                        11\n\n\nprior to the date of such acceptance and (iii) the date of the Company's most\nrecent annual report on Form 10-K filed with the Commission prior to the date of\nsuch acceptance, which earnings statement will satisfy the provisions of Section\n11(a) of the 1933 Act (and, at the option of the Company, Rule 158 of the 1933\nAct Regulations).  Nothing in this Section 3(f) shall require the Company to\nmake such earnings statement available more frequently than once in any period\nof twelve months.\n\n            g.    BLUE SKY QUALIFICATIONS. The Company will endeavor, in\ncooperation with the Agents, to qualify the Notes for offering and sale under\nthe applicable securities laws of such states and other jurisdictions of the\nUnited States as the Agents may reasonably designate, and will maintain such\nqualifications in effect for as long as may be required for the distribution of\nthe Notes; PROVIDED, HOWEVER, that the Company will promptly notify the\nAgents of any suspension or termination of any such qualifications, and\nPROVIDED, FURTHER, that the Company shall not be obligated to register or\nqualify as a foreign corporation or take any action which would subject it to\ngeneral service of process in any jurisdiction where it is not now so subject.\n\n            h.    SUSPENSION OF CERTAIN OBLIGATIONS.  The Company shall not be\nrequired to comply with the provisions of subsections (b), (c), (d), (e) or (g)\nof this Section 3 during any period from the time the Agents shall have been\nnotified to suspend the solicitation of offers to purchase the Notes in their\ncapacity as agents or resales of Notes purchased pursuant to a Terms Agreement\nto the time the Company shall determine that the solicitation of offers to\npurchase the Notes through any Agent or Agents or resales as principal of Notes\npurchased pursuant to a Terms Agreement by any Agent or Agents should be\nresumed.  Notwithstanding the foregoing, if any Agent holds Notes purchased for\nresale pursuant to a Terms Agreement the Company shall comply with the\nprovisions of subsections (b), (c), (d), (e) and (g) of this Section 3 during\nthe 90 day period from and including the date of execution of such Terms\nAgreement; PROVIDED, HOWEVER, that the Company shall have the right, in its\nreasonable business judgment, to suspend such compliance during such 90 day\nperiod for an aggregate of up to 45 days, in which event such 90 day period\nshall be extended by the greater of (i) the number of days included in any such\nperiod of suspension and (ii) 30 days.\n\nSECTION 4.        PAYMENT OF EXPENSES\n\n            The Company will pay all expenses incident to the performance of its\nobligations under this Agreement, including:\n\n                  (i)     The preparation and filing of the Registration\n            Statement and all amendments thereto and the Prospectus and any\n\n\n                                        12\n\n\n            amendments or supplements thereto and all Incorporated Documents;\n\n                  (ii)    The preparation, filing and printing of this\n            Agreement;\n\n                  (iii)   The preparation, printing, issuance and delivery of\n            the Notes;\n\n                  (iv)    The fees and disbursements of the Trustee and its\n            counsel, of any calculation agent or exchange rate agent and of The\n            Depository Trust Company;\n\n                  (v)     The reasonable fees and disbursements of Gibson, Dunn\n            &amp; Crutcher (or such other counsel as is reasonably acceptable to the\n            Company), as counsel to the Agents, incurred in connection with the\n            execution and delivery of this Agreement and in connection with the\n            review of subsequent deliveries pursuant to this Agreement;\n\n                  (vi)    The qualification of the Notes under securities laws\n            in accordance with the provisions of Section 3(g) hereof, including\n            filing fees and the reasonable fees and disbursements of Gibson,\n            Dunn &amp; Crutcher (or such other counsel as is reasonably acceptable\n            to the Company), as counsel to the Agents, in connection therewith\n            and in connection with the preparation of any Blue Sky survey;\n\n                  (vii)   The printing and delivery to the Agents in quantities\n            as hereinabove stated of copies of the Registration Statement and\n            any amendments thereto, and of the Prospectus and any amendments or\n            supplements thereto, and the delivery by the Agents of the\n            Prospectus and any amendments or supplements thereto in connection\n            with solicitations of offers to purchase, or confirmations of sales\n            of, the Notes;\n\n                  (viii)  Any fees charged by rating agencies for the rating of\n            the Notes;\n\n                  (ix)    Any advertising and other out-of-pocket expenses of\n            the Agents incurred with the prior written approval of the Company;\n            and\n\n\n\n                                        13\n\n\n                  (x)     Reasonable fees and disbursements in connection with\n            the subsequent delivery of legal opinions pursuant to Section 6(b)\n            hereof.\n\n\nSECTION 5.        CONDITIONS OF OBLIGATIONS\n\n            The obligations of any Agent to solicit offers to purchase the Notes\nas agent of the Company and the obligations of any Agent to purchase Notes\npursuant to any Terms Agreement will be subject at all times to the accuracy, as\nof the applicable Representation Date, of the representations and warranties on\nthe part of the Company herein and to the accuracy, as of the date made, of the\nstatements of the Company's officers made in any certificate furnished pursuant\nto the provisions hereof, to the performance and observance by the Company of\nall covenants and agreements herein contained on its part to be performed and\nobserved, and to the following additional conditions precedent:\n\n            a.    OPINION OF COUNSEL TO COMPANY.  On the date hereof, the\nAgents shall have received an opinion from Skadden, Arps, Slate, Meagher &amp; Flom,\ncounsel to the Company, dated as of the date hereof and in form and substance\nsatisfactory to counsel for the Agents to the effect that:\n\n                  (i)     The Company and each of the Significant Subsidiaries\n            is a corporation validly existing and in good standing under the\n            laws of its state of incorporation.\n\n                  (ii)    The Company has full corporate power and corporate\n            authority to enter into and perform its obligations under this\n            Agreement and the Indenture, to borrow money as contemplated in this\n            Agreement and the Indenture, and to issue, sell and deliver the\n            Notes.\n\n                  (iii)   This Agreement has been duly authorized, executed and\n            delivered by the Company.\n\n                  (iv)    The Indenture has been duly authorized, executed and\n            delivered by the Company and is a valid and binding agreement of the\n            Company enforceable against the Company in accordance with its\n            terms, except to the extent that (x) enforcement thereof may be\n            limited by (A) bankruptcy, insolvency, reorganization, moratorium or\n            other similar laws now or hereafter in effect relating to or\n            affecting creditors' rights generally and (B) general principles of\n            equity (regardless of whether enforcement is considered in a\n            proceeding in equity or at law) and (y) counsel may\n\n\n                                        14\n\n\n            state that no opinion is expressed with respect to the\n            enforceability or effect of the waiver contained in Section 6.12 of\n            the Indenture.\n\n                  (v)     No Governmental Approval is required in connection\n            with the issuance or sale of the Notes other than registration\n            thereof under the 1933 Act, qualification of the Indenture under the\n            1939 Act, and such registrations or qualifications as may be\n            necessary under the securities or Blue Sky laws of the various\n            United States jurisdictions in which the Notes are to be offered or\n            sold.\n\n                  (vi)    The Notes, when executed and authenticated in\n            accordance with the terms of the Indenture and delivered to and paid\n            for by the purchasers thereof in accordance with the terms of the\n            Distribution Agreement, will be valid and binding obligations of the\n            Company entitled to the benefits of the Indenture and enforceable\n            against the Company in accordance with their terms, except that (x)\n            the enforcement thereof may be limited by (A) bankruptcy,\n            insolvency, reorganization, moratorium or other similar laws now or\n            hereafter in effect relating to or affecting creditors' rights\n            generally and (B) general principles of equity (regardless of\n            whether enforceability is considered in a proceeding in equity or at\n            law) and (y) counsel may state that no opinion is expressed with\n            respect to the enforceability or effect of the waiver contained in\n            Section 6.12 of the Indenture.\n\n                  (vii)   The Registration Statement has become effective under\n            the 1933 Act and the Indenture has been qualified under the 1939\n            Act, and, to the best of such counsel's knowledge, no stop order\n            suspending the effectiveness of the Registration Statement has been\n            issued and no proceedings for that purpose have been instituted or\n            are pending or contemplated.\n\n                  (viii)  The execution and delivery of this Agreement and the\n            Indenture by the Company, the issuance and sale of the Notes and the\n            fulfillment of this Agreement and the Indenture by the Company will\n            not conflict with or constitute a breach of or a default (with the\n            passage of time or otherwise) under (A) the Certificate of\n            Incorporation or Bylaws of the Company, (B) any Applicable Laws or\n            (C) any judgment, decree or order, known to such counsel, of any\n            court or Governmental Authority entered in any proceeding to which\n            the Company was or is now a party or by which it is bound; provided,\n            that such counsel may state that no\n\n\n\n                                        15\n\n\n\n\n            opinion is expressed as to the securities or Blue Sky laws of the\n            various jurisdictions in which the Notes are to be offered.\n\n                  (ix)    The Registration Statement, as of its effective date,\n            and the Prospectus, as of its date, appeared on their face to be\n            appropriately responsive in all material respects to the\n            requirements of the 1933 Act and the Rules and Regulations\n            promulgated thereunder, except that in each case (A) such counsel\n            need not express an opinion as to (i) the Incorporated Documents,\n            (ii) the financial statements, schedules and other financial data\n            included or incorporated by reference therein or excluded therefrom\n            or (iii) the exhibits to the Registration Statement, including the\n            Form T-1 and (B) such counsel need not assume any responsibility for\n            the accuracy, completeness or fairness of the statements contained\n            in the Registration Statement and the Prospectus except as\n            specifically set forth in paragraph (x) below.\n\n                  (x)     The statements in the Prospectus under the captions\n            \"Description of the Debt Securities\" and \"Description of the Notes,\"\n            insofar as they purport to summarize certain provisions of documents\n            specifically referred to therein, are in all material respects\n            accurate summaries of such provisions.\n\n            In rendering the opinions set forth above, such counsel may state\nthat (1) with respect to paragraphs (iv) and (vi), such enforcement may be\nlimited by (i) requirements that a claim with respect to any Notes denominated\nother than in United States dollars (or a judgment denominated other than in\nUnited States dollars in respect of such claim) be converted into United States\ndollars at a rate of exchange prevailing on a date determined pursuant to\napplicable law and (ii) governmental authority to limit, delay or prohibit the\nmaking of payments outside the United States or in foreign currency or composite\ncurrency; and (2) with respect to paragraphs (iv), (v),(vi) and (viii), no\nopinion is expressed thereto with respect to any Notes that are to be indexed or\nlinked to any foreign currency or composite currency, commodity, equity index or\nsimilar index.\n\n            In rendering the opinion set forth in paragraph (v) and clause (B)\nand (C) of paragraph (viii) above, the term \"Applicable Laws\" shall mean the\nDelaware General Corporation Law and those laws, rules and regulations of the\nStates of California and New York and of the United States of America which, in\nour experience, are normally applicable to transactions of the type contemplated\nby this Agreement, the term \"Governmental Authority\" shall mean any California,\nNew York, Delaware or federal executive, legislative, judicial, administrative\nor regulatory body and the term \"Governmental Approval\" shall mean any consent,\napproval, license, authorization or validation of, or filing,\n\n\n                                        16\n\n\nrecording or registration with, any Governmental Authority pursuant to\nApplicable Laws.\n\n            In addition, such counsel shall state that they have participated in\nconferences with officers and other representatives of the Company, counsel\nemployed by the Company, representatives of the independent accountants for the\nCompany, representatives of the Agents and counsel for the Agents, at which\nconferences the contents of the Registration Statement and Prospectus and\nrelated matters were discussed and, although such counsel is not passing upon,\nand does not assume any responsibility for, the accuracy, completeness or\nfairness of the statements contained in the Registration Statement or the\nProspectus, other than to the extent covered by paragraph (x) above, and have\nnot made any independent check or verification thereof, on the basis of the\nforegoing, no facts have come to such counsel's attention that lead them to\nbelieve that either the Registration Statement (excluding the Incorporated\nDocuments) at the time such Registration Statement became effective contained an\nuntrue statement of a material fact or omitted to state a material fact required\nto be stated therein or necessary to make the statements therein not misleading,\nor the Prospectus (excluding the Incorporated Documents) as of the date of this\nAgreement (and, if the opinion is being given pursuant to Section 6(b) hereof as\na result of the Company having entered into a Terms Agreement, as of the\nSettlement Date with respect to such Terms Agreement) contained an untrue\nstatement of a material fact or omitted to state a material fact necessary to\nmake the statements therein, in light of the circumstances under which they were\nmade, not misleading, except that such counsel need express no opinion with\nrespect to (i) the Incorporated Documents, (ii) the financial statements,\nschedules and other financial data included or incorporated by reference therein\nor excluded therefrom or (iii) the exhibits to the Registration Statement,\nincluding the Form T-1.\n\n            b.    OPINION OF COUNSEL EMPLOYED BY COMPANY.  On the date hereof,\nthe Agents shall have received an opinion from David K. Thompson, Senior Vice\nPresident-Assistant General Counsel or from other counsel employed by the\nCompany (provided that such counsel is at least a Vice President of the\nCompany), dated as of the date hereof and in form and substance satisfactory to\ncounsel for the Agents, to the effect that:\n\n                  (i)     Except as set forth in the Prospectus (including the\n            Incorporated Documents), there is not pending or, to the best of\n            such counsel's knowledge, after reasonable inquiry, threatened any\n            action, suit or proceeding against the Company or any of its\n            subsidiaries before or by any court or governmental agency or body,\n            which is likely (to the extent not covered by insurance) to have a\n            material adverse effect on the consolidated financial\n\n\n                                        17\n\n\n            condition or earnings of the Company and its subsidiaries,\n            considered as one enterprise.\n\n                  (ii)    To the best of such counsel's knowledge, after\n            reasonable inquiry, there is no contract or document of a character\n            required to be described in the Registration Statement or the\n            Prospectus or to be filed as an exhibit to the Registration\n            Statement which is not described or filed as required.\n\n                  (iii)   To the best of such counsel's knowledge, after\n            reasonable inquiry, the Company is not in violation of its\n            Certificate of Incorporation or Bylaws.\n\n                  (iv)    To the best of such counsel's knowledge, after\n            reasonable inquiry, (x) the execution and delivery, and (y) the\n            performance, of this Agreement and the Indenture will not conflict\n            with or constitute a breach of, or default (with the passage of time\n            or otherwise) under, any material contract, indenture, mortgage,\n            loan agreement, note, lease or other instrument to which the Company\n            is a party or by which it may be bound, or to which any of the\n            property or assets of the Company or any of its subsidiaries is\n            subject.\n\n                  (v)     The Incorporated Documents, as of the date of this\n            Agreement, comply as to form in all material respects with the\n            requirements of the 1933 Act, except that in each case such counsel\n            need not express an opinion as to the financial statements,\n            schedules and other financial data included or incorporated by\n            reference therein or excluded therefrom.\n\n            In addition, such counsel shall state that nothing has come to such\ncounsel's attention that leads him to believe that either the Registration\nStatement (including the Incorporated Documents) at the time such Registration\nStatement became effective contained an untrue statement of a material fact or\nomitted to state a material fact required to be stated therein or necessary to\nmake the statements therein not misleading, or the Prospectus (including the\nIncorporated Documents) as of the date of this Agreement (and, if the opinion is\nbeing given pursuant to Section 6(b) hereof as a result of the Company having\nentered into a Terms Agreement, as of the Settlement Date with respect to such\nTerms Agreement) contained an untrue statement of a material fact or omitted to\nstate a material fact required to be stated therein or necessary to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading, except that such counsel need express no opinion with respect to\nthe financial statements, schedules and other financial data included or\nincorporated\n\n\n                                        18\n\n\nby reference therein or excluded therefrom or the exhibits to the Registration\nStatement, including the Form T-1.\n\n            c.    OPINION OF AGENTS' COUNSEL.  On the date hereof, the Agents\nshall have received an opinion from Gibson, Dunn &amp; Crutcher, counsel to the\nAgents, dated as of the date hereof and in form and substance satisfactory to\nthe Agents.\n\n            d.    OFFICER'S CERTIFICATE.  On the date hereof (and, if this\ncertificate is being delivered pursuant to a Terms Agreement, as of the\nSettlement Date with respect to such Terms Agreement), the Agents shall have\nreceived a certificate signed by an officer of the Company, substantially in the\nform of Appendix I hereto and dated the date hereof, to the effect that (i) the\nrepresentations and warranties of the Company contained in Section 1(a) hereof\n(other than Section 1(a)(vii)) are true and correct in all material respects\nwith the same force and effect as though expressly made at and as of the date of\nsuch certificate, (ii) the Company has complied with all agreements and\nsatisfied all conditions required by this Agreement or the Indenture on its part\nto be performed or satisfied at or prior to the date of such certificate, and\n(iii) no stop order suspending the effectiveness of the Registration Statement\nhas been issued and no proceedings for that purpose have been initiated or, to\nthe best of such officer's knowledge, threatened by the Commission.  The\nofficer's certificate shall further state that except as contemplated in the\nProspectus or reflected therein by the filing of any amendment or supplement\nthereto or any Incorporated Document, at the date hereof and at each Settlement\nDate with respect to any Terms Agreement, there has not been, since the date of\nthe most recent consolidated financial statements included or incorporated by\nreference in the Prospectus, any material adverse change in the consolidated\nfinancial condition or earnings of the Company and its subsidiaries, considered\nas one enterprise.\n\n            e.    COMFORT LETTER.  On the date hereof, the Agents shall have\nreceived a letter from the Company's independent certified public accountants,\ndated as of the date hereof and in form and substance satisfactory to the\nAgents, to the effect that:\n\n                  (i)     They are independent public accountants with respect\n            to the Company and its subsidiaries within the meaning of the 1933\n            Act and the 1933 Act Regulations.\n\n                  (ii)    In their opinion, the consolidated financial\n            statements and supporting schedule(s) of the Company and its\n            subsidiaries audited and reported upon by them and incorporated by\n            reference in the Registration Statement comply as to form in all\n            material respects with the applicable accounting requirements of the\n\n\n                                        19\n\n\n\n            1933 Act and the 1933 Act Regulations with respect to registration\n            statements on Form S-3 and the 1934 Act and the published rules and\n            regulations thereunder.\n\n                  (iii)   They have performed specified procedures, not\n            constituting an audit, including a reading of the latest available\n            interim consolidated financial statements of the Company, a reading\n            of the minute books of the Company since the end of the most recent\n            fiscal year with respect to which an audit report has been issued,\n            inquiries of and discussions with certain officials of the Company\n            and certain of its subsidiaries responsible for financial and\n            accounting matters with respect to the latest available interim\n            unaudited consolidated financial statements of the Company, and such\n            other inquiries and procedures as may be specified in such letter,\n            and on the basis of such inquiries and procedures nothing came to\n            their attention that caused them to believe that:  (A) the latest\n            available unaudited consolidated financial statements of the Company\n            were not fairly presented in conformity with generally accepted\n            accounting principles in the United States applied on a basis\n            substantially consistent with that of the audited financial\n            statements incorporated by reference therein, or (B) at a specified\n            date not more than five days prior to the date of such letter, there\n            was any change in the outstanding capital stock of the Company or\n            any increase in consolidated long-term debt of the Company or any\n            decrease in the stockholders' equity of the Company, in each case as\n            compared with the amounts shown on the most recent consolidated\n            balance sheet of the Company incorporated by reference in the\n            Registration Statement and Prospectus or, during the period from the\n            date of such balance sheet to a specified date not more than five\n            days prior to the date of such letter, there were any decreases, as\n            compared with the corresponding period in the preceding year, in\n            consolidated revenues or net income of the Company, except in each\n            such case as set forth in or contemplated by the Registration\n            Statement and Prospectus or except for such exceptions enumerated in\n            such letter as shall have been agreed to by the Agents and the\n            Company.\n\n                  (iv)    In addition to the examination referred to in their\n            report included or incorporated by reference in the Registration\n            Statement and the Prospectus, and the limited procedures referred to\n            in clause (iii) above, they have carried out certain other specified\n            procedures, not constituting an audit, with respect to certain\n            financial information which is included or incorporated by reference\n            in the Registration Statement and Prospectus, which\n\n\n                                        20\n\n\n\n\n            would normally be covered under auditing procedures and which are\n            specified by the Agents, and have found such financial information\n            to be in agreement with the relevant accounting, financial and other\n            records of the Company identified in such letter.\n\n            f.    OTHER DOCUMENTS.  On the date hereof and on each Settlement\nDate with respect to any applicable Terms Agreement, counsel to the Agents shall\nhave been furnished with such documents and opinions as such counsel may\nreasonably require for the purpose of enabling such counsel to pass upon the\nissuance and sale of Notes as herein contemplated and related proceedings, or in\norder to evidence the accuracy and completeness of any of the representations\nand warranties or the fulfillment of any of the conditions herein contained.\n\n            If any condition specified in this Section 5 shall not have been\nfulfilled when and as required to be fulfilled, this Agreement may be terminated\nby any of the Agents (as to itself only) and any Terms Agreement may be\nterminated by the Agent party to such Terms Agreement by notice to the Company\nat any time and any such termination shall be without liability of any party to\nany other party, except that the covenants set forth in Section 3(f) hereof, the\nprovisions of Section 4 hereof, the indemnity and contribution agreement set\nforth in Sections 7 and 8 hereof, and the provisions of Sections 9 and 13 hereof\nshall remain in effect.\n\nSECTION 6.        SUBSEQUENT DOCUMENTATION REQUIREMENT OF THE COMPANY\n\n            The Company covenants and agrees that so long as Notes are\nauthorized for sale pursuant to this Agreement and unless the sale of Notes has\nbeen suspended as provided in this Agreement:\n\n            a.    SUBSEQUENT DELIVERY OF CERTIFICATES.  Each time that the\nRegistration Statement or the Prospectus shall be amended or supplemented (other\nthan by (i) a Pricing Supplement or an amendment or other supplement providing\nsolely for a change in the interest rates of the Notes or changes in other terms\nof the Notes or (ii) an amendment or supplement which relates exclusively to an\noffering of securities other than the Notes) or there is filed with the\nCommission any document incorporated by reference into the Prospectus or the\nCompany sells Notes to an Agent pursuant to a Terms Agreement, the terms of\nwhich so require, the Company shall use its best efforts to furnish or cause to\nbe furnished to the Agents or to the Agent party to the Terms Agreement, as the\ncase may be, promptly following such amendment, supplement or filing or on the\nSettlement Date with respect to such Terms Agreement, as the case may be, a\ncertificate in form satisfactory to counsel for the Agents to the effect that\nthe statements\n\n\n                                        21\n\n\ncontained in the certificate referred to in Section 5(d) hereof, which was last\nfurnished to the Agents, are true and correct at the time of such amendment,\nsupplement, filing or sale, as the case may be, as though made at and as of such\ntime (except that such statements shall be deemed to relate to the Registration\nStatement and the Prospectus as amended and supplemented to such time) or, in\nlieu of such certificate, a certificate of the same tenor as the certificate\nreferred to in said Section 5(d), modified as necessary to relate to the\nRegistration Statement and the Prospectus as amended and supplemented to the\ntime of delivery of such certificate; PROVIDED, HOWEVER, that in the case of\nany such amendment or supplement that relates to Notes which are indexed or\nlinked to any foreign currency, composite currency, commodity, equity index or\nsimilar index, such certificate shall state that, for purposes of such\ncertificate, the phrase \"or with respect to Notes which are to be indexed or\nlinked to any currency, composite currency, commodity, equity index or similar\nindex\" appearing in the second sentence of Section 1(a)(viii) hereof shall be\ndeemed not to apply with respect to such Notes.\n\n            b.    SUBSEQUENT DELIVERY OF LEGAL OPINIONS.  Each time that the\nRegistration Statement or the Prospectus shall be amended or supplemented (other\nthan by (i) a Pricing Supplement or an amendment or other supplement providing\nsolely for a change in the interest rates of the Notes or changes in other terms\nof the Notes or (ii) an amendment or supplement providing primarily for the\ninclusion of additional financial information, or (iii) an amendment or\nsupplement which relates exclusively to an offering of securities other than the\nNotes) or there is filed with the Commission any document incorporated by\nreference into the Prospectus (other than any Annual Report on Form 10-K,\nCurrent Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily\nto financial statements or other financial information as of and for any fiscal\nquarter) or the Company sells Notes to an Agent pursuant to a Terms Agreement,\nthe terms of which so require, the Company shall use its best efforts to furnish\nor cause to be furnished promptly following such amendment, supplement or filing\nor on the Settlement Date with respect to such Terms Agreement, as the case may\nbe, to the Agents or to the Agent party to the Terms Agreement, as the case may\nbe (with a copy to counsel to the Agents or counsel to such Agent, as the case\nmay be), letters substantially in the form of Appendix II hereto (modified, as\nnecessary, in the case of a Terms Agreement) from the counsel last furnishing\nthe opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such\nletters, letters from other counsel reasonably satisfactory to the Agents\n(which, in the case of the opinions referred to in such Section 5(b), shall\ninclude David K. Thompson, Senior Vice President - Assistant General Counsel of\nthe Company), dated the date of delivery of such letter and in form satisfactory\nto counsel for the Agents, of the same tenor as the opinions referred to in\nSections 5(a) and 5(b) (other than, in the case of the opinion delivered\npursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and\n5(b)(iv)(x)) hereof, but modified, as\n\n\n                                        22\n\n\nnecessary, to relate to the Registration Statement and the Prospectus as amended\nand supplemented to the time of delivery of such opinion; PROVIDED, HOWEVER,\nthat (i) in the case of any such amendment or supplement that relates to Notes\nwhich are indexed or linked to any foreign currency, composite currency,\ncommodity, equity index or similar index, the opinions referred to in Section\n5(a) hereof shall not include the exceptions set forth in such Section 5(a) as\nto Notes which are to be indexed or linked to any foreign currency, composite\ncurrency, commodity, equity index or similar index and (ii) if reasonably\nrequested by the Agents, the counsel delivering such opinion shall expand the\nopinion rendered pursuant to Section 5(a)(i) to include any other subsidiary of\nthe Company that, as a result of actions or events occurring after the date of\nthis Agreement is of substantially similar materiality to the Company, on a\nconsolidated basis, as each of the Significant Subsidiaries are as of the date\nof this Agreement.  The Company shall use its best efforts to furnish or cause\nto be furnished to the Agents, promptly following each filing by the Company of\na Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, a letter from\nthe counsel last furnishing the opinion referred to in Section 5(b) hereof, or\nfrom other counsel reasonably satisfactory to the Agents, dated the date of\ndelivery of such letter and in form satisfactory to counsel for the Agents, of\nthe same tenor as the opinion referred to in Section 5(b)(i) hereof, but\nmodified, as necessary, to relate to the Registration Statement and Prospectus\nas amended and supplemented to the time of delivery of such letter.\n\n            c.    SUBSEQUENT DELIVERY OF COMFORT LETTERS.  Each time that the\nRegistration Statement or the Prospectus shall be amended or supplemented to\ninclude additional financial information or there is filed with the Commission\nany document incorporated by reference into the Prospectus which contains\nadditional financial statement information relating to the Company or the\nCompany sells Notes pursuant to a Terms Agreement, the terms of which so\nrequire, the Company shall use its best efforts to cause the Company's\nindependent public accountants promptly following such amendment, supplement or\nfiling or on the Settlement Date with respect to such Terms Agreement, as the\ncase may be, to furnish the Agents or to the Agent party to the Terms Agreement,\nas the case may be, a letter, dated the date of filing of such amendment,\nsupplement or document with the Commission, or such Settlement Date, as the case\nmay be, in form satisfactory to counsel for the Agents (or such Agent), of the\nsame tenor as the portions of the letter referred to in clauses (i) and (ii) of\nSection 5(e) hereof but modified, as necessary, to relate to the Registration\nStatement and Prospectus, as amended and supplemented to the date of such\nletter, and of the same general tenor as the portions of the letter referred to\nin clauses (iii) and (iv) of said Section 5(e) with such changes as may be\nnecessary to reflect changes in the financial statements and other information\nderived from the accounting records of the Company; PROVIDED, HOWEVER, that\nif the Registration Statement or the Prospectus is amended or supplemented\nprimarily to include financial information\n\n\n                                        23\n\n\n\nas of and for a fiscal quarter, the Company's independent certified public\naccountants may limit the scope of such letter to the unaudited financial\nstatements included in such amendment or supplement.\n\nSECTION 7.        INDEMNIFICATION\n\n            a.    INDEMNIFICATION OF THE AGENTS.  The Company agrees to\nindemnify and hold harmless each Agent and each person, if any, who controls an\nAgent within the meaning of Section 15 of the 1933 Act as follows:\n\n                  (i)     against any and all loss, liability, claim, damage and\n            expense whatsoever (including, subject to the limitations set forth\n            in subsection (c) below, the reasonable fees and disbursements of\n            counsel chosen by the Agents), as incurred, insofar as such loss,\n            liability, claim, damage or expense arises out of any untrue\n            statement or alleged untrue statement of a material fact contained\n            in the Registration Statement or the omission or alleged omission\n            therefrom of a material fact required to be stated therein or\n            necessary to make the statements therein not misleading, or arises\n            out of any untrue statement or alleged untrue statement of a\n            material fact contained in the Prospectus or the omission or alleged\n            omission therefrom of a material fact necessary in order to make the\n            statements therein, in light of the circumstances under which they\n            were made, not misleading;\n\n                  (ii)    against any and all loss, liability, claim, damage and\n            expense whatsoever (including, subject to the limitations set forth\n            in subsection (c) below, the reasonable fees and disbursements of\n            counsel chosen by the Agents), as incurred, to the extent of the\n            aggregate amount paid in settlement of any litigation, or\n            investigation or proceeding by any governmental agency or body,\n            commenced or threatened, or of any claim whatsoever insofar as such\n            loss, liability, claim, damage or expense arises out of any such\n            untrue statement or omission, or any such alleged untrue statement\n            or omission, if such settlement is effected with the written consent\n            of the Company; and\n\n                  (iii)   against any and all expense whatsoever (including,\n            subject to the limitations set forth in subsection (c) below, the\n            reasonable fees and disbursements of counsel chosen by the Agents),\n            as incurred, reasonably incurred in investigating, preparing or\n            defending against any litigation, or investigation or proceeding by\n            any governmental agency or body, commenced or threatened, or any\n            claim whatsoever, based upon any such untrue\n\n\n                                        24\n\n\n            statement or omission, or any such alleged untrue statement or\n            omission;\n\nPROVIDED, HOWEVER, that this indemnity shall not apply to any loss,\nliability, claim, damage or expense (A) to the extent arising out of or based\nupon any untrue statement or omission or alleged untrue statement or omission\nmade in reliance upon the Form T-1 under the 1939 Act filed as an exhibit to the\nRegistration Statement; or (B) to the extent arising out of any untrue statement\nor omission or alleged untrue statement or omission in the Prospectus if such\nuntrue statement or alleged untrue statement or omission or alleged omission is\ncorrected in all material respects in an amendment or supplement to the\nProspectus and if, having previously been furnished by or on behalf of the\nCompany with copies of the Prospectus, as so amended or supplemented, such Agent\nthereafter failed to deliver such Prospectus, as so amended or supplemented,\nprior to or concurrently with the sale of a Note or Notes to the person\nasserting such loss, liability, claim, damage or expense who purchased such Note\nor Notes which are the subject thereof from such Agent; or (C) as to which such\nAgent may be required to indemnify the Company pursuant to the provisions of\nsubsection (b) of this Section 7.\n\n            b.    INDEMNIFICATION OF THE COMPANY.  Each Agent agrees to\nindemnify and hold harmless the Company, its directors, each of its officers who\nsigned the Registration Statement, and each person, if any, who controls the\nCompany within the meaning of Section 15 of the 1933 Act against any and all\nloss, liability, claim, damage and expense described in the indemnity contained\nin subsection (a) of this Section 7, as incurred, but only with respect to\nuntrue statements or omissions, or alleged untrue statements or omissions, made\nin the Registration Statement or the Prospectus in reliance upon and in\nconformity with written information furnished to the Company by such Agent\nexpressly for use in the Registration Statement or the Prospectus.\n\n            c.    GENERAL.  (i)  In case any action, suit or proceeding\n(including any governmental or regulatory investigation or proceeding) shall be\nbrought against any Agent or any person controlling such Agent, based upon the\nRegistration Statement or the Prospectus and with respect to which indemnity may\nbe sought against the Company pursuant to this Section 7, such Agent or\ncontrolling person shall promptly notify the Company in writing, and the Company\nshall assume the defense thereof, including the employment of counsel (such\ncounsel to be reasonably acceptable to such Agent) and payment of all expenses.\nAny such Agent or any such controlling person shall have the right to employ\nseparate counsel in any such action, suit or proceeding and to participate in\nthe defense thereof, but the fees and expenses of such separate counsel shall be\nat the expense of such Agent or such controlling person unless (A) the\nemployment of such counsel shall have been specifically authorized in writing by\n\n\n\n\n\n\n\n\n                                        25\n\n\nthe Company, (B) the Company shall have failed to assume the defense and employ\ncounsel or (C) the named parties to any such action, suit or proceeding\n(including any impleaded parties) shall include both such Agent or such\ncontrolling person and the Company, and such Agent or such controlling person\nshall have been advised by counsel that there may be one or more legal defenses\navailable to it which are different from, or additional to, those available to\nthe Company (in which case, if such Agent or such controlling person notifies\nthe Company in writing that it elects to employ separate counsel at the expense\nof the Company, the Company shall not have the right to assume the defense of\nsuch action, suit or proceeding on behalf of such Agent or such controlling\nperson, it being understood, however, that the Company shall not, in connection\nwith any one such action or separate but substantially similar or related\nactions in the same jurisdiction arising out of the same general allegations or\ncircumstances, be liable for the reasonable fees and expenses of more than one\nseparate firm of attorneys (in addition to any local counsel) for all such\nAgents and such controlling persons, which firm shall be designated in writing\nby a majority of all such Agents, on behalf of all of such Agents and such\ncontrolling persons).\n\n                  (ii)    In case any action, suit or proceeding (including any\ngovernmental or regulatory investigation or proceeding) shall be brought against\nthe Company, any of the Company's directors or officers, or any person\ncontrolling the Company, with respect to which indemnity may be sought against\nany Agent pursuant to this Section 7, such Agent shall have the rights and\nduties given to the Company by subsection (c)(i) of this Section 7, and the\nCompany, the Company's directors and officers and any such controlling person\nshall have the rights and duties given to the Agents by subsection (c)(i) of\nthis Section 7.\n\nSECTION 8.        CONTRIBUTION\n\n            In order to provide for just and equitable contribution in\ncircumstances in which the indemnity agreement provided for in Section 7 hereof\nis for any reason held to be unenforceable with respect to the indemnified\nparties although applicable in accordance with its terms, the Company and each\nAgent shall contribute to the aggregate losses, liabilities, claims, damages and\nexpenses of the nature contemplated by said indemnity agreement incurred by the\nCompany and the Agents, as incurred, in such proportion as is appropriate to\nreflect the relative benefits received by the Company on the one hand and each\nof the Agents participating in the offering that gave rise to such losses,\nliabilities, claims, damages and expenses (a \"Relevant Agent\") on the other hand\nfrom the offering of such Notes.  If however, the allocation provided by the\nimmediately preceding sentence is not permitted by applicable law or if the\nindemnified party failed to give the notice required pursuant to Section 7(c)\nhereof or pursuant to the last sentence of this Section 8, then the Company and\neach Agent shall contribute to such aggregate losses, liabilities, claims,\ndamages and expenses\n\n\n                                        26\n\n\nincurred by the Company and the Agents, as incurred, in such proportion as is\nappropriate to reflect not only such relative benefits but also the relative\nfault of the Company on the one hand and each Relevant Agent on the other in\nconnection with the statements or omissions which resulted in such losses,\nliabilities, claims, damages or expenses, as well as any other relevant\nequitable considerations.  The relative benefits received by the Company on the\none hand and each Relevant Agent on the other hand in connection with the\noffering of such Notes shall be deemed to be in the same proportion as the total\nnet proceeds from the sale of such Notes by such Relevant Agent received by the\nCompany (before deducting expenses) bear to the total commissions or other\ncompensation or remuneration received by such Relevant Agent in respect thereof.\nThe relative fault shall be determined by reference to, among other things,\nwhether the untrue or alleged untrue statement of a material fact or the\nomission or alleged omission to state a material fact relates to information\nsupplied by the Company or such Relevant Agent and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\nstatement or omission.  If more than one Agent is a Relevant Agent in respect of\na proceeding, each Relevant Agent's obligation to contribute pursuant to this\nSection 8 shall be several and not joint, and shall be in the proportion that\nthe principal amount of the Notes that are the subject of such proceeding and\nthat were offered and sold through such Relevant Agent bears to the aggregate\nprincipal amount of the Notes that are the subject of such proceeding.\nNotwithstanding the provisions of this Section 8, no Agent shall be required to\ncontribute any amount in excess of the amount by which the total price at which\nthe Notes purchased by or through it were sold exceeds the amount of any damages\nwhich such Agent has otherwise been required to pay by reason of such untrue or\nalleged untrue statement or omission or alleged omission.  No person guilty of\nfraudulent misrepresentation (within the meaning of Section 11(f) of the 1933\nAct) shall be entitled to contribution from any person who was not guilty of\nsuch fraudulent misrepresentation.  For purposes of this Section 8, each person,\nif any, who controls an Agent within the meaning of Section 15 of the 1933 Act\nshall have the same rights to contribution as such Agent, and each director of\nthe Company, each officer of the Company who signed the Registration Statement,\nand each person, if any, who controls the Company within the meaning of Section\n15 of the 1933 Act shall have the same rights to contribution as the Company.\nAny party entitled to contribution pursuant to the first sentence of this\nSection 8 will, promptly after receipt of notice of commencement of any action,\nsuit or proceeding against such party in respect of which a claim for\ncontribution may be made against another party or parties under this Section 8,\nnotify such party or parties from whom contribution may be sought, but the\nomission to so notify such party or parties shall not relieve the party or\nparties from whom contribution may be sought, from any other obligation it or\nthey may have otherwise than under this Section 8; PROVIDED, HOWEVER, that\nsuch notice need not be given if such party entitled to\n\n\n                                        27\n\n\ncontribution hereunder has previously given notice pursuant to Section 7(c)\nhereof with respect to the same action, suit or proceeding.\n\nSECTION 9.        REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE\n                  DELIVERY\n\n            All representations, warranties and agreements contained in this\nAgreement or any Terms Agreement, or contained in certificates of officers of\nthe Company submitted pursuant hereto, shall remain operative and in full force\nand effect, regardless of any investigation made by or on behalf of any Agent or\nany controlling person as defined in Section 15 of the 1933 Act of any Agent, or\nby or on behalf of the Company, and shall survive each delivery of and payment\nfor any of the Notes.\n\nSECTION 10.       TERMINATION\n\n            a.    TERMINATION OF THIS AGREEMENT.  This Agreement (excluding\nany Terms Agreement) may be terminated by the Company (i) for any reason at any\ntime with respect to any Agent or Agents upon the giving of 2 business days'\nwritten notice of such termination to each other party hereto or (ii) at any\ntime upon notice to each other party hereto if no Notes then remain authorized\nfor sale pursuant hereto.  This Agreement may be terminated by any Agent (as to\nitself only) either (x) upon the giving of 2 business days' written notice of\nsuch termination to each other party hereto or (y) at any time upon notice to\nthe Company if the Company shall have failed to furnish or cause to be furnished\nthe certificates, opinions or letters referred to in Section 5 or 6 hereof or if\nno Notes then remain authorized for sale pursuant hereto.\n\n            b.    TERMINATION OF A TERMS AGREEMENT.  An Agent party to a Terms\nAgreement may terminate such Terms Agreement (as to itself only) immediately\nupon notice to the Company, at any time prior to the Settlement Date relating\nthereto if (i) there has been, since the date of this Agreement or since the\nrespective dates as of which information is given in the Registration Statement,\nany material adverse change in the consolidated financial condition or earnings\nof the Company and its subsidiaries, considered as one enterprise, (ii) there\nhas occurred any material adverse change in the financial markets in the United\nStates or any outbreak or escalation of hostilities or other calamity or crisis,\nthe effect of which is such as to make it, in the reasonable judgment of such\nAgent, impracticable to market the Notes or to enforce contracts for the sale of\nthe Notes, (iii) if trading in any securities of the Company has been suspended\n(other than pursuant to a request by the Company with respect to an announcement\nby the Company of certain information not constituting a material adverse\nchange, since the date of this Agreement or the respective date as of which\ninformation is given in the Registration Statement, in the consolidated\n\n\n                                        28\n\n\nfinancial condition or earnings of the Company and its subsidiaries, considered\nas one enterprise), the effect of which is such as to make it, in the reasonable\njudgment of such Agent, impracticable to market the Notes or to enforce\ncontracts for the sale of the Notes, (iv) if trading generally on the New York\nStock Exchange has been suspended, or minimum or maximum prices for trading have\nbeen fixed, or maximum ranges for prices for securities shall have been\nrequired, by such exchange or by order of the Commission or any other\ngovernmental authority, or if a banking moratorium has been declared by either\nFederal or New York authorities or if a banking moratorium has been declared by\nthe relevant authorities in the country or countries of origin of any foreign\ncurrency or currencies in which the Notes are denominated or payable or (v)\nafter the date of such Terms Agreement the rating assigned by any nationally\nrecognized securities rating agency to any debt securities of the Company as of\nthe date of such Terms Agreement shall have been lowered or any such rating\nagency shall have publicly announced that it has placed any debt securities of\nthe Company on what is commonly termed a \"watch list\" with negative\nimplications.\n\n            c.    GENERAL.  In the event of any such termination, no party\nwill have any liability to any other party hereto, except that (i) a terminating\nAgent shall be entitled to any commissions earned in accordance with the third\nparagraph of Section 2(a) hereof, (ii) if at the time of termination (A) a\nterminating Agent and the Company shall have entered into a Terms Agreement and\nthe Settlement Date with respect thereto shall not yet have occurred or (B) an\noffer to purchase any of the Notes has been accepted by the Company but the time\nof delivery to the purchaser or his agent of the Note or Notes relating thereto\nhas not occurred, the covenants set forth in Sections 3 (subject to the\nprovisions of Section 3(h)) and 6 hereof shall remain in effect until such\nSettlement Date or until such Notes are so delivered, as the case may be, and\n(iii) the covenant set forth in Section 3(f) hereof, the provisions of Section 4\nhereof, the indemnity and contribution agreements set forth in Sections 7 and 8\nhereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.\n\nSECTION 11.       NOTICES\n\n            All notices and other communications hereunder shall be in writing\nand shall be deemed to have been duly given if mailed or transmitted by any\nstandard form of telecommunication.  Notices to the Agents shall be directed, as\nthe case may be, to:\n\n\n\n                                        29\n\n\n                  Bear, Stearns &amp; Co. Inc.\n                  245 Park Avenue\n                  New York, New York  10167\n                  Attention:  Tim McCann\n                          Associate Director Capital Markets, 4th Floor\n\n                  CS First Boston Corporation\n                  Park Avenue Plaza\n                  55 East 52nd Street\n                  35th Floor\n                  New York, New York  10055\n                  Attention:  Joseph D. Fashano\n                          New Issue Processing\n\n                  Goldman, Sachs &amp; Co.\n                  85 Broad Street\n                  18th Floor\n                  New York, New York  10004\n                  Attention:  Registration Department\n\n                  J.P. Morgan Securities Inc.\n                  60 Wall Street\n                  New York, New York  10260\n                  Attention:  MTN Desk, 3rd Floor\n\n                  Lehman Brothers,\n                  Lehman Brothers Inc.\n                  Three World Financial Center\n                  New York, New York 10285\n                  Attention:  MTN Department, 9th Floor\n\n                  Merrill Lynch &amp; Co.\n                  Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated\n                  Merrill Lynch World Headquarters\n                  World Financial Center\n                  North Tower, 10th Floor\n                  New York, New York  10281-1310\n                  Attention:  MTN Product Management\n\n                                 and\n\n\n\n                                        30\n\n\n                  Morgan Stanley &amp; Co. Incorporated\n                  1585 Broadway\n                  New York, New York  10038\n                  Attention:  Michael Fusco\n                          Financing Manager\n                          Financing Services Group\n\n                           with a copy to:\n\n                  1251 Avenue of the Americas\n                  39th Floor\n                  New York, New York 10020\n                  Attention:  Manager, Credit Department\n\n            Notices to the Company shall be directed to it at:\n\n                  500 South Buena Vista Street\n                  Burbank, California 91521\n                  Attention: Legal Department\n\nSECTION 12.       PARTIES\n\n\n            This Agreement shall inure to the benefit of and be binding upon the\nAgents (and, in the case of a Terms Agreement, the Agent or Agents party\nthereto) and the Company and their respective successors.  Nothing expressed or\nmentioned in this Agreement is intended or shall be construed to give any\nperson, firm or corporation, other than the parties hereto and their respective\nsuccessors and the controlling persons and officers and directors referred to in\nSections 7 and 8 hereof and their heirs and legal representatives, any legal or\nequitable right, remedy or claim under or in respect of this Agreement or any\nprovisions herein contained.  This Agreement and all conditions and provisions\nhereof are intended to be for the sole and exclusive benefit of the parties\nhereto and their respective successors and said controlling persons and officers\nand directors and their heirs and legal representatives, and for the benefit of\nno other person, firm or corporation.  No purchaser of Notes shall be deemed to\nbe a successor by reason merely of such purchase.\n\nSECTION 13.       GOVERNING LAWS\n\n            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES CREATED\nHEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE\nSTATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH\nSTATE.\n\n\n                                        31\n\n\n            If the foregoing is in accordance with your understanding of our\nagreement, please sign and return to the Company a counterpart hereof, whereupon\nthis instrument along with all counterparts will become a binding agreement\nbetween the Agents and the Company in accordance with its terms.\n\n                                Very truly yours,\n\n                                THE WALT DISNEY COMPANY\n\n\n                                By \/s\/  RICHARD D. NANULA\n                                   ---------------------------------------------\n                                   Name:  Richard D. Nanula\n                                   Title: Senior Executive Vice President and\n                                          Chief Financial Officer\n\nCONFIRMED AND ACCEPTED,\n  as of the date first above written:\n\nBEAR, STEARNS &amp; CO. INC.\n\n\nBy \/s\/  TIMOTHY A. O'NEILL\n   -------------------------\n   Name:  Timothy A. O'Neill\n   Title: Senior Managing Director\n\nCS FIRST BOSTON CORPORATION\n\n\nBy \/s\/  MARTHA D. BAILEY\n   -------------------------\n   Name:  Martha D. Bailey\n   Title: Vice President\n\nGOLDMAN, SACHS &amp; CO.\n\n\nBy \/s\/  GOLDMAN, SACHS &amp; CO.\n   --------------------------\n   Name:\n   Title:\n\n\n\n\nJ.P. MORGAN SECURITIES INC.\n\n\nBy \/s\/  RAYMOND SCHMITT\n   -------------------------\n   Name:  Raymond Schmitt\n   Title: Vice President\n\n\nLEHMAN BROTHERS INC.\n\n\nBy \/s\/\n   -------------------------\n   Name:\n   Title:\n\n\nMERRILL LYNCH &amp; CO.,\nMERRILL LYNCH, PIERCE, FENNER &amp; SMITH\n            INCORPORATED\n\n\nBy \/s\/  SCOTT PRIMROSE\n   -------------------------\n   Name:  Scott Primrose\n   Title: Authorized Signatory\n\nMORGAN STANLEY &amp; CO. INCORPORATED\n\n\nBy \/s\/\n   -------------------------\n   Name:\n   Title:\n\n\n\n\n                                    EXHIBIT A\n                                   Commission\n\nTERM(1)                                                  RATE(2)\n- -------                                                  -------\nMore than 9 months but less than 1 year...................0.125%\nFrom 1 year but less than 18 months.......................0.150\nFrom 18 months but less than 2 years......................0.200\nFrom 2 years but less than 3 years........................0.250\nFrom 3 years but less than 4 years........................0.350\nFrom 4 years but less than 5 years........................0.450\nFrom 5 years but less than 6 years........................0.500\nFrom 6 years but less than 7 years........................0.550\nFrom 7 years but less than 10 years.......................0.600\nFrom 10 years but less than 15 years......................0.625\nFrom 15 years but less than 20 years......................0.700\nFrom 20 years but less than 30 years......................0.750\nFrom 30 years...................To be determined by the Company\n                                and the relevant Agent(s)\n\n- --------------------------\n(1)  With respect to each Note that is subject to purchase by the Company\n     at the option of the holder thereof (a \"Put Note\"), the word \"Term\" as\n     used in this Exhibit A refers to the earliest purchase date specified\n     in the applicable Put Note.\n\n     WITH RESPECT TO EACH NOTE THAT IS A DISCOUNT SECURITY (AS DEFINED IN \n     THE INDENTURE), THE COMMISSION PAYABLE TO EACH AGENT WITH RESPECT TO\n     EACH SUCH NOTE SOLD AS A RESULT OF A SOLICITATION MADE BY SUCH AGENT \n     SHALL BE BASED ON THE PURCHASE PRICE OF SUCH NOTE.\n\n\n\n                                                                       EXHIBIT B\n\n\n        The following terms, if applicable, shall be agreed to by each Agent and\nthe Company pursuant to each Terms Agreement:\n\n        Principal Amount:                 $__________\n         (or principal amount of\n         foreign currency or\n         composite currency)\n\n        Interest Rate\n\n              If Fixed Rate Note, Interest Rate:\n\n              If Floating Rate Note:\n\n                    Base Rate or Rates:\n                    Initial Interest Rate:\n                    Spread or Spread Multiplier, if any:\n                    Interest Reset Dates:\n                    Interest Payment Dates:\n                    Index Maturity:\n                    CMT Maturity Index, if any:\n                    Interest Determination Dates:\n                    Maximum Interest Rate, if any:\n                    Minimum Interest Rate, if any:\n                    Interest Reset Period:\n                    Interest Payment Period:\n                    Calculation Agent (if other than the\n                    Trustee):\n\n        If Redeemable:\n\n              Earliest Redemption Date:\n              Redemption Price:\n\n        Stated Maturity:\n        Final Maturity (for Renewable Notes):\n        Initial Maturity (for Renewable Notes):\n        Purchase Price:               __%\n        Settlement Date and Time:\n\n\n\n\n        Currency of Denomination (if currency is other\n         than U.S. dollar):\n        Currency of Payment (if currency is other than\n           U.S. dollar):\n        Denominations:\n        Additional Terms:\n\nAlso, agreement(3) as to whether the following will be required:\n\n        Officer's Certificate pursuant to Section 6(a) of the Distribution\n        Agreement.\n\n        Legal Opinion pursuant to Section 6(b) of the Distribution Agreement.\n\n        Comfort Letter pursuant to Section 6(c) of the Distribution Agreement.\n\n        Any restriction on the ability of the Company to sell senior debt\n        securities with an identical or substantially similar maturity between\n        the date of the Terms Agreement and the applicable Settlement Date.\n\n        Payment by the Company of legal expenses of counsel to Agent(s).\n\n\n\n\n- ---------------------\n(3)  The following generally will not be required in connection with a sale of \n     less than $50,000,000 aggregate principal amount of Notes.\n\n\n\n                                                                      Appendix I\n\n\n                    FORM OF OFFICER'S CERTIFICATE\n                       THE WALT DISNEY COMPANY\n\n\n        I, [Name], [Title] of The Walt Disney Company, a Delaware corporation\n(the \"Company\"), pursuant to Section 5(d) of the Distribution Agreement, dated\n________, 1996 (the \"Distribution Agreement\"), between the Company and each of\n(i) Bear, Stearns &amp; Co. Inc., (ii) CS First Boston Corporation, (iii) Goldman,\nSachs &amp; Co., (iv) J.P. Morgan Securities Inc., (v) Lehman Brothers, Lehman\nBrothers Inc., (vi) Merrill Lynch &amp; Co., Merrill Lynch, Pierce, Fenner &amp; Smith\nIncorporated and (vii) Morgan Stanley &amp; Co. Incorporated (collectively, the\n\"Agents\"), relating to the offering from time to time by the Company directly or\nthrough the Agents of up to $3,000,000,000 aggregate principal amount of\nMedium-Term Notes of the Company, hereby certify on behalf of the Company that:\n\n        1.    Except as contemplated in the Prospectus (as defined in the\nDistribution Agreement) or reflected therein by the filing of any amendment or\nsupplement thereto or any Incorporated Document (as defined in the Distribution\nAgreement), since the date of the most recent consolidated financial statements\nincluded or incorporated by reference in the Prospectus, there has not been any\nmaterial adverse change in the consolidated financial condition or earnings of\nthe Company and its subsidiaries, considered as one enterprise.\n\n        2.    The representations and warranties of the Company contained in\nSection 1(a) of the Distribution Agreement (other than Section 1(a)(vii)\nthereof) are true and correct in all material respects with the same force and\neffect as though expressly made at and as of the date hereof.\n\n        3.    The Company has complied with all agreements and satisfied all\nconditions required by the Distribution Agreement or the Indenture (as defined\nin the Distribution Agreement) on its part to be performed or satisfied at or\nprior to the date hereof.\n\n        4.    No stop order suspending the effectiveness of the Registration\nStatement (as defined in the Distribution Agreement) has been issued and no\nproceedings for that purpose have been initiated or, to the best of my\nknowledge, threatened by the Securities and Exchange Commission.\n\n\n\n\n\n        IN WITNESS WHEREOF, I have hereunto signed my name this ____ day of\n_________, 1996.\n\n\n\n                                    By:__________________________\n                                       Name:\n                                       Title:\n\n\n\n\n\n\n                                                         Appendix II\n\n\n\n                 FORM OF RELIANCE LETTER OF COUNSEL\n\n\n\n                                                    __________, 19__\n\nBear, Stearns &amp; Co. Inc.\nCS First Boston Corporation\nGoldman, Sachs &amp; Co.\nJ.P. Morgan Securities Inc.\nLehman Brothers,\n  Lehman Brothers Inc.\nMerrill Lynch &amp; Co.,\n  Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated\nMorgan Stanley &amp; Co. Incorporated\n\n            Re:  THE WALT DISNEY COMPANY MEDIUM-TERM NOTES\n                 -----------------------------------------\n\nDear Sirs:\n\n            [We] [I] have delivered an opinion to you dated _________, 19__ as\ncounsel to The Walt Disney Company (the \"Company\"), pursuant to Section\n[5(a)][5(b)] of the Distribution Agreement, dated as of ___________, 1996 (the\n\"Distribution Agreement\"), between the Company and Bear, Stearns &amp; Co. Inc., CS\nFirst Boston Corporation, Goldman, Sachs &amp; Co., J.P. Morgan Securities Inc.,\nLehman Brothers, Lehman Brothers Inc., Merrill Lynch &amp; Co., Merrill Lynch,\nPierce, Fenner &amp; Smith Incorporated and Morgan Stanley &amp; Co. Incorporated.  You\nmay continue to rely upon such opinion [(other than, in the case of the opinion\ndelivered pursuant to Section 5(b) of the Distribution Agreement, the matters\ncovered by Section 5(b)(i) and 5(b)(iv)(x) thereof, as to which no opinion is\nexpressed)] as if it were dated as of this date, except that all statements and\nopinions contained therein shall be deemed to relate to the Registration\nStatement and Prospectus (as such terms are defined in the Distribution\nAgreement) as amended and supplemented to this date.\n\n            This letter is delivered to you pursuant to Section 6(b) of the\nDistribution Agreement.\n\n                                    Very truly yours,\n\n\n\n\n\n                       THE WALT DISNEY COMPANY\n                          MEDIUM TERM NOTES\n                      ADMINISTRATIVE PROCEDURES\n                           _______________\n\n\n                                                       March 7, 1996\n\n\n            The administrative procedures and specific terms of the offering of\nMedium-Term Notes (the \"Notes\") on a continuing basis by The Walt Disney Company\n(the \"Issuer\") pursuant to the Distribution Agreement, dated March 7, 1996 (as\namended, modified or supplemented from time to time, the \"Distribution\nAgreement\"), between the Issuer and each of Bear, Stearns &amp; Co. Inc., CS First\nBoston Corporation, Goldman, Sachs &amp; Co., J.P. Morgan Securities Inc., Lehman\nBrothers, Lehman Brothers Inc., Merrill Lynch &amp; Co., Merrill Lynch, Pierce,\nFenner &amp; Smith Incorporated and Morgan Stanley &amp; Co. Incorporated (each an\n\"Agent\" and collectively, the \"Agents\") are explained below.  In the\nDistribution Agreement, the Agents have agreed to act as agents of the Issuer to\nsolicit offers to purchase the Notes.  Each Agent, as principal, may purchase\nNotes for its own account pursuant to the terms and settlement details of a\nterms agreement entered into between the Issuer and such Agent, as contemplated\nby the Distribution Agreement.  In the Distribution Agreement, the Issuer\nreserves the right to sell Notes directly on its own behalf and to or through\nothers.\n\n            Each Note will be issued under an indenture between the Issuer and\nCitibank, N.A., as trustee (the \"Trustee\"), dated as of March 7, 1996 (the\n\"Indenture\"), relating to senior debt securities of the Issuer.  Notes will bear\ninterest at either fixed rates (\"Fixed Rate Notes\") or floating rates (\"Floating\nRate Notes\").  Each Note will be represented by either a Global Security (as\ndefined hereinafter) delivered to the Trustee, as agent for The Depository Trust\nCompany (\"DTC\"), and recorded in the book-entry system maintained by DTC (a\n\"Book-Entry Note\") or a certificate delivered to the Holder thereof or a Person\ndesignated by such Holder (a \"Certificated Note\").  Owners of beneficial\ninterests in a Global Security will be entitled to physical delivery of\nCertificated Notes equal in principal amount to their respective beneficial\ninterests only under certain limited circumstances.\n\n            The Trustee will act as Paying Agent for the payment of principal of\nand interest on the Notes and will perform, as Paying Agent, unless otherwise\nspecified in the Notes, the Indenture or herein, the other duties specified\nherein.  Book-Entry Notes will be issued in accordance with the administrative\nprocedures set forth in Part I hereof, and Certificated Notes will be issued in\naccordance with the administrative procedures set forth in Part II hereof.  Any\nadministrative responsibilities, document control and record-keeping functions\nto be performed by the Issuer will be performed by its Treasury Department.  To\nthe extent that the procedures set forth herein conflict with any provision of\nthe Notes (which, in the case of Book-Entry Notes shall be the related Global\nSecurity), the Indenture or the Distribution Agreement, the relevant provisions\nof\n\n\n\n\n\n\nthe Notes, the Indenture or the Distribution Agreement shall be controlling.\nUnless otherwise defined herein, terms defined in the Indenture, the Officers'\nCertificate establishing the Notes pursuant to Section 2.3(a) of the Indenture\nor the Notes shall be used herein as therein defined.\n\n\nPART I: ADMINISTRATIVE PROCEDURES FOR BOOK ENTRY NOTES\n\n            In connection with the qualification of the Book-Entry Notes for\neligibility in the book-entry system maintained by DTC, the Trustee will perform\nthe custodial, document control and administrative functions described below, in\naccordance with its respective obligations under a Letter of Representations\nfrom the Issuer and the Trustee to DTC dated March 1,1996, and a Medium-Term\nNote Certificate Agreement between the Trustee and DTC, dated October 31, 1988,\nand its obligations as a participant in DTC, including DTC's Same-Day Funds\nSettlement System (\"SDFS\").\n\nISSUANCE:               On any date of settlement (as defined under \"Settlement\"\n                        below) for one or more Book-Entry Notes, the Issuer will\n                        issue a single global security in fully registered form\n                        without coupons (a \"Global Security\") representing up to\n                        $200,000,000 principal amount of all such Notes that\n                        have the same Stated Maturity and Final Maturity,\n                        Earliest Redemption Date, Redemption Price and other\n                        redemption provisions, if any, Interest Payment Dates,\n                        Regular Record Dates, Interest Payment Period, original\n                        issue discount, if any, and, additionally, in the case\n                        of Fixed Rate Notes, interest rate and, in the case of\n                        Floating Rate Notes, Initial Interest Rate, Base Rate or\n                        Rates, Index Maturity, Interest Reset Period, Interest\n                        Reset Dates, Spread or Spread Multiplier, if any,\n                        Minimum Interest Rate, if any, and Maximum Interest\n                        Rate, if any (collectively, the \"Terms\").  Each Global\n                        Security will be dated and issued as of the date of its\n                        authentication by the Trustee.  Each Global Security\n                        will bear interest from the later of the Original Issue\n                        Date specified therein or from the most recent Interest\n                        Payment Date with respect to such Global Security (or\n                        Predecessor Security) to which interest has been paid or\n                        duly provided for (such later date being herein referred\n                        to as a \"Global Interest Accrual Date\").  Book-Entry\n                        Notes may only be denominated and payable in U.S.\n                        dollars.  No Global Security will represent any\n                        Certificated Note.\n\nIDENTIFICATION NUMBERS: The Issuer has arranged with the CUSIP Service Bureau\n                        of Standard &amp; Poor's\n\n\n                                        2\n\n\n\n\n                        Corporation (the \"CUSIP Service Bureau\") for the\n                        reservation of a series of CUSIP numbers (including\n                        tranche numbers), which series consists of approximately\n                        900 CUSIP numbers (of which 900 remained unassigned as\n                        of the date hereof) and relates to Global Securities\n                        representing the Book-Entry Notes.  The Issuer has\n                        obtained from the CUSIP Service Bureau a written list of\n                        such series of reserved CUSIP numbers and has delivered\n                        to the Trustee and DTC such written list of such CUSIP\n                        numbers.  The Trustee will assign CUSIP numbers to\n                        Global Securities as described under Settlement\n                        Procedure \"B\" below.  DTC will notify the CUSIP Service\n                        Bureau periodically of the CUSIP numbers that the\n                        Trustee has assigned to Global Securities.  At any time\n                        when fewer than 100 of the reserved CUSIP numbers of a\n                        series remain unassigned to Global Securities, the\n                        Trustee, if it deems necessary, will reserve additional\n                        CUSIP numbers for assignment to Global Securities\n                        representing Book-Entry Notes.  Upon obtaining such\n                        additional CUSIP numbers, the Trustee shall deliver a\n                        list of such additional CUSIP numbers to the Issuer and\n                        DTC.\n\nREGISTRATION:           Each Global Security will be registered in the name of\n                        Cede &amp; Co., as nominee for DTC, on the register of\n                        Securities maintained under the Indenture.  The\n                        beneficial owner of a Book-Entry Note (or one or more\n                        indirect participants in DTC designated by such owner)\n                        will designate one or more participants in DTC (with\n                        respect to such Note, the \"Participants\") to act as\n                        agent or agents for such owner in connection with the\n                        book-entry system maintained by DTC, and DTC will record\n                        in book-entry form, in accordance with instructions\n                        provided by such Participants, a credit balance with\n                        respect to such Note in the account of such\n                        Participants.  The ownership interest of such beneficial\n                        owner in such Note will be recorded through the records\n                        of such Participants or through the separate records of\n                        such Participants and one or more indirect participants\n                        in DTC.\n\nTRANSFERS:              Transfers of a Book-Entry Note will be accomplished by\n                        book entries made by DTC and, in turn, by Participants\n                        (and in certain cases, one or more indirect participants\n                        in DTC) acting on behalf of\n\n\n                                        3\n\n\n\n\n                        beneficial transferors and transferees of such Note.\n\nEXCHANGES:              At the request of the Issuer, the Trustee shall deliver\n                        to DTC and the CUSIP Service Bureau at any time a\n                        written notice of consolidation specifying (i) the CUSIP\n                        numbers of two or more Outstanding Global Securities\n                        that represent Book-Entry Notes having the same Terms\n                        and for which interest has been paid to the same date,\n                        (ii) a date, occurring at least 30 days after such\n                        written notice is delivered and at least 30 days before\n                        the next Interest Payment Date for such Book-Entry\n                        Notes, on which such Global Securities shall be\n                        exchanged for a single replacement Global Security and\n                        (iii) a new CUSIP number, obtained from the Issuer, to\n                        be assigned to such replacement Global Security.  Upon\n                        receipt of such a notice, DTC will send to its\n                        Participants (including the Trustee) a written\n                        reorganization notice to the effect that such exchange\n                        will occur on such date.  Prior to the specified\n                        exchange date, the Trustee will deliver to the CUSIP\n                        Service Bureau a written notice setting forth such\n                        exchange date and the new CUSIP number and stating that,\n                        as of such exchange date, the CUSIP numbers of the\n                        Global Securities to be exchanged will no longer be\n                        valid.  On the specified exchange date, the Trustee will\n                        exchange such Global Securities for a single Global\n                        Security bearing the new CUSIP number, and the CUSIP\n                        numbers of the exchanged Global Securities will, in\n                        accordance with CUSIP Service Bureau customary\n                        procedures, be cancelled and not immediately reassigned.\n                        Notwithstanding the foregoing, if the Global Securities\n                        to be exchanged exceed $200,000,000 in aggregate\n                        principal amount, one Global Security will be\n                        authenticated and issued to represent each $200,000,000\n                        of principal amount of the exchanged Global Securities\n                        and an additional Global Security will be authenticated\n                        and issued to represent any remaining principal amount\n                        of such Global Securities (see \"Denominations\" below).\n\nMATURITIES:             Each Book-Entry Note will mature on a date nine months\n                        or more after the settlement date for such Note.\n\n\n\n                                        4\n\n\n\n\nNOTICE OF REDEMPTION\n  DATES:                In the case of a full redemption of all Book-Entry Notes\n                        represented by a single Global Security, the Trustee\n                        will notify DTC, not more than 60 but not less than 30\n                        days prior to the Redemption Date with respect to such\n                        Global Security, of the CUSIP number of such Global\n                        Security, the Redemption Date and the Redemption Price.\n                        In the case of a redemption of less than all Book-Entry\n                        Notes represented by a single Global Security, the\n                        Trustee will notify DTC not more than 2 Business Days\n                        before 60 days, but not less than 2 Business Days before\n                        30 days, prior to the Redemption Date with respect to\n                        such Global Security, of the CUSIP number of such Global\n                        Security, the Redemption Date and the Redemption Price.\n\nDENOMINATIONS:          Book-Entry Notes will be sold in denominations of $1,000\n                        and any amount in excess thereof that is an integral\n                        multiple of $1,000.  Global Securities will be issued in\n                        denominations of $1,000 and any amount in excess thereof\n                        that is an integral multiple of $1,000, up to a maximum\n                        denomination of $200,000,000.  If one or more Book-Entry\n                        Notes having an aggregate principal amount in excess of\n                        $200,000,000 would, but for the preceding sentence, be\n                        represented by a single Global Security, then one Global\n                        Security will be issued to represent each $200,000,000\n                        principal amount of such Book-Entry Note or Notes and an\n                        additional Global Security will be issued to represent\n                        any remaining principal amount of such Book-Entry Note\n                        or Notes.  In such a case, each of the Global Securities\n                        representing such Book-Entry Note or Notes shall be\n                        assigned the same CUSIP number.\n\nINTEREST:               GENERAL.  Interest on each Book-Entry Note will accrue\n                        from the Global Interest Accrual Date with respect to\n                        the Global Security representing such Note and will be\n                        paid on the Interest Payment Dates of the Global\n                        Security representing such Book-Entry Note.  In the case\n                        of a Global Security originally issued between a Regular\n                        Record Date and the related Interest Payment Date or on\n                        an Interest Payment Date, the first interest payment\n                        will be made on the Interest Payment Date immediately\n                        following the next Regular Record Date.  Each payment of\n                        interest on a Global Security will include interest\n                        accrued to but excluding the Interest\n\n\n                                        5\n\n\n\n\n                        Payment Date or Maturity.  See \"Calculation of Interest\"\n                        below.  Interest payable at the Maturity of a Book-Entry\n                        Note will be payable to the Person to whom the principal\n                        of such Note is payable.  Standard &amp; Poor's Corporation\n                        will use the information received in the pending deposit\n                        message described under Settlement Procedure \"C\" below\n                        in order to include the amount of any interest payable\n                        and certain other information regarding any Global\n                        Security in the appropriate weekly supplement to the\n                        Corporate Registered Bond Interest Record published by\n                        Standard &amp; Poor's Corporation.\n\n                        REGULAR RECORD DATES.  Except as otherwise provided\n                        with respect to any Book-Entry Note as specified in the\n                        related Global Security, the Regular Record Date with\n                        respect to Fixed Rate Book-Entry Notes shall be the\n                        January 15 or July 15, as the case may be, next\n                        preceding the applicable Interest Payment Date.  Except\n                        as otherwise provided with respect to any Book-Entry\n                        Note as specified in the related Global Security, the\n                        Regular Record Date with respect to any Interest Payment\n                        Date for Floating Rate Book-Entry Notes shall be the\n                        fifteenth day (whether or not a Business Day) next\n                        preceding such Interest Payment Date.\n\n                        FIXED RATE BOOK-ENTRY NOTES.  Except as otherwise\n                        provided with respect to any Book-Entry Note as\n                        specified in the related Global Security, interest\n                        payments on Fixed Rate Book-Entry Notes will be made\n                        semiannually on February 1 and August 1 of each year and\n                        at Maturity, subject to the exceptions specified in\n                        \"Payments of Principal and Interest\" below.\n\n                        FLOATING RATE BOOK-ENTRY NOTES.  Except as otherwise\n                        provided with respect to any Book-Entry Note as\n                        specified in the related Global Security, interest\n                        payments will be made on Floating Rate Book-Entry Notes\n                        monthly, quarterly, semiannually or annually of each\n                        year, as specified in the related Global Security, and\n                        at Stated Maturity.  Except as otherwise provided with\n                        respect to any Book-Entry Note as specified in the\n                        related Global Security, subject to the exceptions\n                        specified in \"Payments of Principal and Interest\" below,\n                        interest will be payable, in the case of Floating Rate\n                        Book-Entry Notes which pay interest (i)\n\n\n                                        6\n\n\n\n\n                        monthly, on the third Wednesday of each month; (ii)\n                        quarterly, on the third Wednesday of each March, June,\n                        September and December of each year, (iii) semiannually,\n                        on the third Wednesday of each of the two months\n                        specified in the Global Security representing the\n                        applicable Book-Entry Note; and (iv) annually, on the\n                        third Wednesday of the month specified in the Global\n                        Security representing the applicable Book-Entry Note.\n\n                        NOTICE OF INTEREST PAYMENT AND REGULAR RECORD DATES.\n                        On the first Business Day of January, April, July and\n                        October of each year, the Trustee will deliver to the\n                        Issuer and DTC a written list of Regular Record Dates\n                        and Interest Payment Dates (to the extent then\n                        determinable by the Trustee) that will occur with\n                        respect to each Global Security during the six-month\n                        period beginning on such first Business Day.  Promptly\n                        after each Interest Determination Date for Floating Rate\n                        Notes, the calculation agent (the \"Calculation Agent\")\n                        will notify Standard &amp; Poor's Corporation of the\n                        interest rates determined on such Interest Determination\n                        Date.\n\nCALCULATION OF\n  INTEREST:             FIXED RATE BOOK-ENTRY NOTES.  Interest on Fixed Rate\n                        Book-Entry Notes (including interest for partial\n                        periods) will be calculated on the basis of a 360-day\n                        year of twelve 30-day months.\n\n                        FLOATING RATE BOOK-ENTRY NOTES.  Interest rates on\n                        Floating Rate Book-Entry Notes will be determined as set\n                        forth in the Global Security representing the applicable\n                        Floating Rate Book-Entry Notes.  Interest will be\n                        calculated in the case of (a) Commercial Paper Rate\n                        Notes, LIBOR Notes, CD Rate Notes, Federal Funds Rate\n                        Notes and Prime Rate Notes, on the basis of the actual\n                        number of days in the interest period and a 360-day\n                        year; and (b) Treasury Rate Notes and CMT Rate Notes, on\n                        the basis of the actual number of days in the interest\n                        period and the actual number of days in the year.\n\nPAYMENTS OF PRINCIPAL\n  AND INTEREST          PAYMENTS OF INTEREST ONLY.  Promptly after each\n                        Regular Record Date, the Trustee will deliver to the\n                        Issuer and DTC a written notice specifying by CUSIP\n                        number the amount of interest to be paid on each Global\n\n\n                                        7\n\n\n\n\n\n                        Security on the following Interest Payment Date (other\n                        than an Interest Payment Date coinciding with Stated\n                        Maturity) and the total of such amounts.  DTC will check\n                        the amount payable on each Global Security on such\n                        Interest Payment Date as shown in the appropriate weekly\n                        supplements to the Corporate Registered Bond Interest\n                        Record published by Standard &amp; Poor's Corporation.  On\n                        such Interest Payment Date, the Issuer will pay to the\n                        Trustee the total amount of interest due on such\n                        Interest Payment Date (other than at Stated Maturity),\n                        and the Trustee will pay such amount to DTC at the times\n                        and in the manner set forth below under \"Manner of\n                        Payment.\"\n\n                        If any Interest Payment Date for a Fixed Rate Book-Entry\n                        Note is scheduled to occur on a day that is not a\n                        Business Day with respect to such Fixed Rate Book-Entry\n                        Note, the payment due on such Interest Payment Date will\n                        be made on the following day that is a Business Day with\n                        respect to such Fixed Rate Book-Entry Note, and no\n                        interest shall accrue on the amount payable on such\n                        Interest Payment Date for the period from and after such\n                        Interest Payment Date to such following day that is a\n                        Business Day.\n\n                        If any Interest Payment Date for a Floating Rate\n                        Book-Entry Note is scheduled to occur on a day that is\n                        not a Business Day with respect to such Floating Rate\n                        Book-Entry Note, such interest Payment Date will be the\n                        following day that is a Business Day with respect to\n                        such Floating Rate Book-Entry Note, except that in the\n                        case of a Floating Rate Book-Entry Note that is a LIBOR\n                        Note (or a Floating Rate Book-Entry Note for which LIBOR\n                        is the applicable Base Rate), if such Business Day is in\n                        the next succeeding calendar month, such Interest\n                        Payment Date will be the immediately preceding day that\n                        is a Business Day.\n\n                        PAYMENTS AT MATURITY.  On or about the first Business\n                        Day of each month, the Trustee will deliver to the\n                        Issuer and DTC a written list of principal and interest\n                        to be paid on each Global Security maturing either at\n                        Stated Maturity or on a Redemption Date occurring in the\n                        following month (to the extent then determinable by the\n                        Trustee).  The Issuer, the Trustee and DTC will confirm\n                        the amounts of such principal and interest payments with\n\n\n                                        8\n\n\n\n\n                        respect to each such Global Security on or about the\n                        fifth Business Day preceding the Maturity of such Global\n                        Security.  The Issuer will pay to Citibank, N.A., as the\n                        Paying Agent, the principal amount of such Global\n                        Security, together with interest due at such Maturity.\n                        Citibank, N.A. will pay such amounts to DTC at the times\n                        and in the manner set forth under \"Manner of Payment\"\n                        below.  If any Maturity of a Global Security\n                        representing Book-Entry Notes is not a Business Day, the\n                        payment due on such day shall be made on the next\n                        succeeding Business Day and no interest shall accrue on\n                        such payment for the period from and after such\n                        Maturity.  Promptly after payment to DTC of the\n                        principal and interest due at the Stated Maturity of\n                        such Global Security, the Trustee will cancel such\n                        Global Security in accordance with the terms of the\n                        Indenture, deliver to the Issuer an appropriate debit\n                        advice and a certificate of destruction relating to all\n                        such cancelled Global Securities.  On the first Business\n                        Day of each month, the Trustee will deliver to the\n                        Issuer by facsimile transmission a written statement,\n                        indicating the total principal amount of Outstanding\n                        Global Securities for which it serves as trustee as of\n                        the immediately preceding Business Day.\n\n                        MANNER OF PAYMENT.  The total amount of any principal\n                        and interest due on Global Securities on any Interest\n                        Payment Date or at Maturity shall be debited from an\n                        account of the Issuer maintained at the Trustee with\n                        funds available for immediate use in the amount required\n                        for such payment.  The Trustee will pay by separate wire\n                        transfer (using Fedwire message entry instructions in a\n                        form previously specified by DTC) to an account at the\n                        Federal Reserve Bank of New York previously specified by\n                        DTC, in funds available for immediate use by DTC, each\n                        payment of interest and principal due on a Global\n                        Security on such date.  On each Interest Payment Date,\n                        interest payments shall be made to DTC in same day funds\n                        in accordance with existing arrangements between the\n                        Trustee and DTC.  Thereafter on each such date, DTC will\n                        pay, in accordance with its SDFS operating procedures\n                        then in effect, such amounts in funds available for\n                        immediate use to the respective Participants in whose\n                        names the Book-Entry Notes represented by such Global\n                        Securities are\n\n\n                                        9\n\n\n\n\n                        recorded in the book-entry system maintained by DTC.\n                        Neither the Issuer (either as Issuer or as Paying Agent)\n                        nor the Trustee shall have any responsibility or\n                        liability for the payment by DTC to such Participants of\n                        the principal of and interest on the Book-Entry Notes.\n\n                        WITHHOLDING TAXES.  The amount of any taxes required\n                        under applicable law to be withheld from any interest\n                        payment on a Book-Entry Note will be determined and\n                        withheld by the Participant, indirect participant in DTC\n                        or other Person responsible for forwarding payments and\n                        materials directly to the beneficial owner of such Note.\n\nACCEPTANCE AND\n  REJECTION OF OFFERS:  The Issuer has the sole right to accept offers to\n                        purchase Book-Entry Notes and may reject any such offer\n                        in whole or in part.  Each Agent may, in its discretion\n                        reasonably exercised, reject any offer to purchase\n                        Book-Entry Notes received by it in whole or in part.\n                        Each Agent will advise the Issuer promptly by telephone\n                        or by facsimile transmission of all offers to purchase\n                        Book-Entry Notes received by such Agent, other than\n                        those rejected by it.\n\nSETTLEMENT:             The receipt by the Issuer of immediately available funds\n                        in payment for a Book-Entry Note and the authentication\n                        and issuance of the Global Security representing such\n                        Note shall constitute \"settlement\" with respect to such\n                        Note.  Each offer accepted by the Issuer will be settled\n                        on the third Business Day (or, if acceptance by the\n                        Issuer occurs  after 4:30 p.m., New York time, on the\n                        fourth Business Day) following acceptance of such offer\n                        pursuant to the timetable for settlement set forth\n                        below, unless the Issuer and the purchaser agree to\n                        settlement on another day which shall be no earlier than\n                        the Business Day following acceptance of such offer.\n\nSETTLEMENT PROCEDURES:  In the event of a purchase of Book-Entry Notes by one or\n                        more of the Agents, as principal, appropriate settlement\n                        details, if different from those set forth below, will\n                        be set forth in an applicable Terms Agreement to be\n                        entered into between such Agent or Agents and the Issuer\n                        pursuant to the Distribution Agreement.  Settlement\n                        Procedures with regard to each Book-Entry\n\n\n                                        10\n\n\n\n\n                        Note sold by the Issuer through an Agent, as agent,\n                        shall be as follows:\n\n                        A.    Such Agent will advise the Issuer by facsimile\n                              transmission or orally (if confirmed within 24\n                              hours by written telecommunication) of the\n                              following settlement information:\n\n                              1.   Principal amount.\n\n                              2.   Stated Maturity.\n\n                              3.   If such Note is a Fixed Rate Note, the\n                                   interest rate.  If such Note is a Floating\n                                   Rate Note, the following:\n\n                                   a.  Base Rate or Base Rates;\n\n                                   b.  Initial Interest Rate;\n\n                                   c.  Spread or Spread Multiplier, if any;\n\n                                   d.  Interest Reset Dates;\n\n                                   e.  Interest Reset Period;\n\n                                   f.  Interest Payment Dates;\n\n                                   g.  Index Maturity;\n\n                                   h.  Interest Payment Period;\n\n                                   i.  Calculation Agent (if other than\n                                       Citibank, N.A.);\n\n                                   j.  Maximum Interest Rate, if any;\n\n                                   k.  Minimum Interest Rate, if any;\n\n                                   l.  Interest Determination Dates; and\n\n                                   m.  Index Currency, if applicable.\n\n                              4.   Earliest Redemption Date, Redemption Price\n                                   and other redemption provisions, if any.\n\n                              5.   Settlement date.\n\n\n\n                                        11\n\n\n\n\n                              6.   Original Issue Price.\n\n                              7.   Original issue discount, if any.\n\n                              8.   Agent's commission, determined as provided in\n                                   Section 2 of the Distribution Agreement\n                                   between the Issuer and such Agent.\n\n                              9.   Additional terms or provisions of such Note,\n                                   if any.\n\n                              10.  Net Proceeds to the Issuer.\n\n                              11.  Commission.\n\n                              12.  Discount.\n\n                              13.  Initial Maturity Date (for Renewable Notes).\n\n                              14.  Final Maturity Date (for Renewable Notes).\n\n                        B.    The Issuer will advise the Trustee by telephone\n                              (confirmed in writing signed by an authorized\n                              person at any time on the same date) or facsimile\n                              transmission signed by an authorized person of the\n                              information set forth in Settlement Procedure \"A\"\n                              above and the name of such Agent.\n\n                        C.    The Trustee will assign a CUSIP number to the\n                              Global Security representing such Note.  The\n                              Trustee will notify the Issuer and the Agent of\n                              such CUSIP number by telephone as soon as\n                              practicable.\n\n                        D.    The Trustee will enter a pending deposit message\n                              through DTC's Participant Terminal System,\n                              providing the following settlement information to\n                              DTC, such Agent, and Standard &amp; Poor's\n                              Corporation.\n\n                              1.   The information set forth in Settlement\n                                   Procedure \"A\" above.\n\n                              2.   Numbers of the participant accounts\n                                   maintained by DTC on behalf of the Trustee\n                                   and the Agent.\n\n\n\n                                        12\n\n\n\n\n                              3.   Identification as a Fixed Rate Book-Entry\n                                   Note or a Floating Rate Book-Entry Note.\n\n                              4.   Initial Interest Payment Date for such Note,\n                                   Regular Record Date and amount of interest\n                                   payable on such Interest Payment Date.\n\n                              5.   Interest Payment Period.\n\n                              6.   CUSIP number of the Global Security\n                                   representing such Note.\n\n                              7.   Whether such Global Security will represent\n                                   any other Book-Entry Note (to the extent\n                                   known at such time).\n\n                        E.    The Issuer will deliver to the Trustee a\n                              pre-printed Global Security to represent such\n                              Note, in a form that has been approved by the\n                              Issuer, the Agents and the Trustee.\n\n                        F.    The Trustee will complete and authenticate the\n                              Global Security representing such Note.\n\n                        G.    DTC will credit such Note to the Trustee's\n                              participant account at DTC.\n\n                        H.    The Trustee will enter an SDFS deliver order\n                              through DTC's Participant Terminal System\n                              instructing DTC to (i) debit such Note to the\n                              Trustee's  participant account and credit such\n                              Note to such Agent's participant account and (ii)\n                              debit such Agent's settlement account and credit\n                              the Trustee's settlement account for an amount\n                              equal to the price of such Note less such Agent's\n                              commission.  The entry of such a deliver order\n                              shall constitute a representation and warranty by\n                              the Trustee to DTC that (i) the Global Security\n                              representing such Book-Entry Note has been issued\n                              and authenticated and (ii) the Trustee is holding\n                              such Global Security pursuant to the Medium-Term\n                              Note Certificate Agreement between the Trustee and\n                              DTC.\n\n                        I.    Such Agent will enter an SDFS deliver order\n                              through DTC's Participant\n\n\n                                        13\n\n\n\n\n                              Terminal System instructing DTC (i) to debit such\n                              Note to such Agent's participant account and\n                              credit such Note to the participant accounts of\n                              the Participants with respect to such Note and\n                              (ii) to debit the settlement accounts of such\n                              Participants and credit the settlement account of\n                              such Agent for any amount equal to the price of\n                              such Note.\n\n                        J.    Transfers of funds in accordance with SDFS deliver\n                              orders described in Settlement Procedures \"G\" and\n                              \"H\" above will be settled in accordance with SDFS\n                              operating procedures in effect on the settlement\n                              date.\n\n                        K.    The Trustee will credit to an account of the\n                              Issuer maintained at the Trustee funds available\n                              for immediate use in the amount transferred to the\n                              Trustee in accordance with Settlement Procedure\n                              \"G\" above.\n\n                        L.    The Trustee will retain the Global Security\n                              representing such Note and will send a photocopy\n                              thereof to the Issuer by first-class mail.  The\n                              Trustee will send to the Issuer, at the request of\n                              the Issuer, a written statement setting forth (i)\n                              the principal amount of Notes Outstanding under\n                              the Indenture as of the date of such report, (ii)\n                              a brief description of any sales of which the\n                              Issuer has advised the Trustee but which have not\n                              yet been settled and (iii) a description of\n                              issuances and retirements of, payment on and other\n                              activity relating to the Notes during the related\n                              month.\n\n                        M.    Such Agent will confirm the purchase of such Note\n                              to the purchaser either by transmitting to the\n                              Participants with respect to such Note a\n                              confirmation order or orders through DTC's\n                              institution delivery system or by mailing a\n                              written confirmation to such purchaser.\n\nSETTLEMENT PROCEDURES\n  TIMETABLE:            For orders of Book-Entry Notes solicited by an Agent, as\n                        agent, and accepted by the Issuer for settlement on the\n                        first Business\n\n\n                                        14\n\n\n\n\n                        Day after the sale date, Settlement Procedure \"A\"\n                        through \"L\" above shall be completed as soon as possible\n                        but not later than the respective times (New York City\n                        time) set forth below:\n\n\n                        SETTLEMENT\n                        PROCEDURE           TIME\n                        ---------           ----\n                        A . . . . . . . 11:00 a.m. on the sale date\n                        B . . . . . . . 12:00 noon on the sale date\n                        C . . . . . . . 2:00 p.m. on the sale date\n                        D . . . . . . . 3:00 p.m. on the sale date\n                        E . . . . . . . 9:00 a.m. on settlement date\n                        F . . . . . . . 10:00 a.m. on settlement date\n                        G-I . . . . . . 2:00 p.m. on settlement date\n                        J-M . . . . . . 5:00 p.m. on settlement date\n\n                        If a sale is to be settled more than one Business Day\n                        after the sale date, Settlement Procedure \"A\" shall be\n                        completed as soon as practicable but no later than 11:00\n                        a.m. on the first Business Day after the sale date and\n                        Settlement Procedures \"B\" and \"C\" shall be completed as\n                        soon as practicable but no later than 12:00 noon and\n                        2:00 p.m., respectively, on the first Business Day after\n                        the sale date.  If the Initial Interest Rate for a\n                        Floating Rate Book-Entry Note has not been determined at\n                        the time that Settlement Procedure \"A\" is completed,\n                        Settlement Procedures \"B\" and \"C\" shall be completed as\n                        soon as such rate has been determined but no later than\n                        12:00 noon and 2:00 p.m., respectively, on the second\n                        Business Day before the settlement date.  Settlement\n                        Procedures \"D\" through \"L\" shall be completed as soon as\n                        possible thereafter but not later than the respective\n                        times (New York City time) set forth in the preceding\n                        table, except that Settlement Procedures \"I\" through \"L\"\n                        are subject to extension in accordance with any\n                        extension of Fedwire closing deadlines and in the other\n                        events specified in the SDFS operating procedures in\n                        effect on the settlement date.\n\n                        If settlement of a Book-Entry Note is rescheduled or\n                        cancelled, the Trustee will deliver to DTC, through\n                        DTC's Participant Terminal System, a cancellation\n                        message to such effect by no later than 2:00 p.m. on the\n                        Business Day immediately preceding the scheduled\n                        settlement date.\n\n\n\n                                        15\n\n\n\n\nFAILURE TO SETTLE:      If the Trustee fails to enter an SDFS deliver order with\n                        respect to a Book-Entry Note pursuant to Settlement\n                        Procedure \"G,\" the Trustee may deliver to DTC, through\n                        DTC's Participant Terminal System, as soon as\n                        practicable, a withdrawal message instructing DTC to\n                        debit such Note to the Trustee's participant account.\n                        DTC will process the withdrawal message, provided that\n                        the Trustee's participant account contains a principal\n                        amount of the Global Security representing such Note\n                        that is at least equal to the principal amount to be\n                        debited.  If a withdrawal message is processed with\n                        respect to all the Book-Entry Notes represented by a\n                        Global Security, the Trustee will mark such Global\n                        Security \"cancelled,\" make appropriate entries in the\n                        Trustee's records and send such cancelled Global\n                        Security to the Issuer.  The CUSIP number assigned to\n                        such Global Security shall, in accordance with CUSIP\n                        Service Bureau customary procedures, be cancelled and\n                        not immediately reassigned.  If a withdrawal message is\n                        processed with respect to one or more, but not all, of\n                        the Book-Entry Notes represented by a Global Security,\n                        the Trustee will exchange the Global Security for two\n                        Global Securities, one of which shall represent such\n                        Book-Entry Note or Notes for which such withdrawal\n                        message has been processed and shall be cancelled\n                        immediately after issuance and the other of which shall\n                        represent the remaining Book-Entry Notes previously\n                        represented by the surrendered Global Security and shall\n                        bear the CUSIP number of the surrendered Global\n                        Security.\n\n                        If the purchase price for any Book-Entry Note is not\n                        timely paid to the applicable Participants with respect\n                        to such Note by the beneficial purchaser thereof (or a\n                        Person, including an indirect participant in DTC, acting\n                        on behalf of such purchaser), such Participants and, in\n                        turn, the Agent for such Note, may enter SDFS deliver\n                        orders through DTC's Participant Terminal System\n                        reversing the orders entered pursuant to Settlement\n                        Procedures \"H\" and \"G,\" respectively.  Thereafter, the\n                        Trustee will deliver the withdrawal message and take the\n                        related actions described in the preceding paragraph.\n                        If such failure shall have occurred for any reason other\n                        than default by the applicable Agent in the performance\n                        of its obligations hereunder or under the Distribution\n\n\n                                        16\n\n\n\n\n                        Agreement, the Issuer will pay to such Agent an amount\n                        equal to the interest earned by the Issuer with respect\n                        to such funds during the period when the funds were\n                        credited to the account of the Issuer.\n\n                        Notwithstanding the foregoing, upon any failure to\n                        settle with respect to a Book-Entry Note, DTC may take\n                        such actions as it deems appropriate in accordance with\n                        its SDFS operating procedures then in effect in order to\n                        reverse the orders entered into DTC's Participant\n                        Terminal System pursuant to Settlement Procedures \"H\"\n                        and \"G,\" respectively.  In the event of a failure to\n                        settle with respect to one or more, but not all, of the\n                        Book-Entry Notes to have been represented by a Global\n                        Security, the Trustee will provide, in accordance with\n                        Settlement Procedures \"D\" and \"E,\" for the\n                        authentication and issuance of a Global Security\n                        representing the other Book-Entry Notes to have been\n                        represented by such Global Security and will make\n                        appropriate entries in its records.\n\nPROCEDURE FOR POSTINGS: The Issuer will periodically contact one or more Agents\n                        for recommended interest rates, coupons or spreads\n                        (\"postings\") with respect to Notes being offered.  When\n                        the Issuer has determined or changed its postings with\n                        respect to Notes being offered, it will promptly advise\n                        the Agents.  At such times as the Issuer is not posting,\n                        the Agents will not solicit firm offers but may record\n                        \"indications of interest\" only.\n\nPRICING SUPPLEMENTS:    Within five Business Days after any sale of Notes, the\n                        Issuer will file or transmit for filing with the\n                        Securities and Exchange Commission (the \"Commission\"),\n                        in compliance with Rule 424(b)(3) of the rules and\n                        regulations of the Commission promulgated under the\n                        Securities Act of 1933, as amended, a copy of a pricing\n                        supplement to the Prospectus (as defined in the\n                        Distribution Agreement) relating to such Notes that\n                        reflects the applicable interest rates and other terms\n                        (the \"Pricing Supplement\") and will deliver a copy of\n                        such Pricing Supplement to each of the Agents and to the\n                        Trustee.\n\nSUSPENSION OF\n  SOLICITATION,\n  AMENDMENT OR\n\n\n                                        17\n\n\n\n\n  SUPPLEMENT:           The Issuer may instruct the Agents to suspend\n                        solicitation of offers to purchase Book-Entry Notes at\n                        any time.  Upon receipt of such instructions, each Agent\n                        will as soon as possible suspend such solicitations\n                        until such time as it has been advised by the Issuer\n                        that such solicitations may be resumed.  The Issuer\n                        will, consistent with its obligations under the\n                        Distribution Agreement, promptly advise each Agent and\n                        the Trustee whether orders outstanding at the time such\n                        Agent suspends solicitation may be settled and whether\n                        copies of the Prospectus, as in effect at the time of\n                        the suspension, together with the appropriate Pricing\n                        Supplement, may be delivered in connection with the\n                        settlement of such orders.  The Issuer will have the\n                        sole responsibility for such decision and for any\n                        arrangements that may be made in the event that the\n                        Issuer determines that such orders may not be settled or\n                        that copies of such Prospectus and Pricing Supplement\n                        may not be so delivered.\n\nDELIVERY OF PROSPECTUS: A copy of the most recent Prospectus and of the\n                        applicable Pricing Supplement, if any, must be provided\n                        to a purchaser by the applicable Agent prior to or at\n                        the time of the earlier of (a) the written confirmation\n                        of a sale sent to a purchaser of Book-Entry Notes or his\n                        Agent, and (b) the date of settlement of any such\n                        Book-Entry Notes (see \"Settlement Procedures\").\n\nADVERTISING COSTS:      The Issuer will determine with the Agents the amount and\n                        nature of advertising that may be appropriate in\n                        offering the Notes.  Advertising expenses approved in\n                        writing by the Issuer in connection with the\n                        solicitation of purchases of the Notes from the Issuer\n                        will be paid by the Issuer.\n\n\nPART II:  ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES\n\n            The Trustee will serve as Registrar in connection with the\nCertificated Notes.\n\nISSUANCE:               Each Certificated Note will be dated and issued as of\n                        the date of its authentication by the Trustee.  Each\n                        Certificated Note will bear interest from the later of\n                        the Original Issue Date specified therein or from the\n                        most recent Interest Payment Date with respect to such\n                        Certificated Note (or Predecessor Security) to which\n                        interest has been paid or\n\n\n                                        18\n\n\n\n\n                        duly provided for (such later date being herein referred\n                        to as a \"Certificated Interest Accrual Date\").\n\nREGISTRATION:           Certificated Notes will be issued only in fully\n                        registered form without coupons.\n\nTRANSFERS AND\n  EXCHANGES:            A Certificated Note may be presented for transfer or\n                        exchange at the Corporate Trust office of the Trustee.\n                        Certificated Notes will be exchangeable for other\n                        Certificated Notes having identical terms but different\n                        denominations without service charge.  Certificated\n                        Notes will not be exchangeable for Book-Entry Notes.\n\nMATURITIES:             Each Certificated Note will mature on a date nine months\n                        or more from the settlement date for such Note.\n\nDENOMINATIONS:          Certificated Notes will be issued in denominations of\n                        $1,000 or any amount in excess thereof that is an\n                        integral multiple of $1,000.\n\nINTEREST:               GENERAL.  Interest on each Certificated Note will\n                        accrue from the Certificated Interest Accrual Date of\n                        such Note.  In the case of a Certificated Note\n                        originally issued between a Regular Record Date and the\n                        related Interest Payment Date or on an Interest Payment\n                        Date, the first interest payment will be made on the\n                        Interest Payment Date following the next Regular Record\n                        Date.  Each payment of interest on a Certificated Note\n                        will include interest accrued to but excluding the\n                        Interest Payment Date or Maturity.  See \"Calculation of\n                        Interest\" below.  Interest will be payable to the person\n                        in whose name a Certificated Note is registered on the\n                        register of Securities at the close of business on the\n                        Regular Record Date next preceding the applicable\n                        Interest Payment Date; PROVIDED, HOWEVER, interest\n                        payable at Maturity will be payable to the Person to\n                        whom principal of such Certificated Note is payable.\n\n                        REGULAR RECORD DATE.  The Regular Record Date with\n                        respect to Fixed Rate Certificated Notes shall be the\n                        January 15 or July 15, as the case may be, next\n                        preceding the applicable Interest Payment Date.  The\n                        Regular Record Date with respect to any Interest Payment\n                        Date for Floating Rate Certificated Notes\n\n\n                                        19\n\n\n\n\n                        shall be the fifteenth day (whether or not a Business\n                        Day) next preceding such Interest Payment Date.\n\n                        FIXED RATE CERTIFICATED NOTES.  Interest payments on\n                        Fixed Rate Certificated Notes will be made semiannually\n                        on February 1 and August 1 of each year and at Maturity,\n                        subject to the exceptions specified in \"Payments of\n                        Principal and Interest\" below.\n\n                        FLOATING RATE CERTIFICATED NOTES.  Interest payments\n                        will be made on Floating Rate Certificated Notes\n                        monthly, quarterly, semiannually or annually of each\n                        year, as specified in the related Note, and at maturity.\n                        Subject to the exceptions specified in \"Payments of\n                        Principal and Interest\" below, interest will be payable,\n                        in the case of Floating Rate Certificated Notes which\n                        pay interest (i) monthly, on the third Wednesday of each\n                        month; (ii) quarterly, on the third Wednesday of March,\n                        June, September and December of each year; (iii)\n                        semiannually, on the third Wednesday of each of the two\n                        months specified in the applicable Certificated Note;\n                        and (iv) annually, on the third Wednesday of the month\n                        specified in the applicable Certificated Note.\n\nCALCULATION OF\n  INTEREST:             FIXED RATE CERTIFICATED NOTES.  Interest on Fixed Rate\n                        Certificated Notes (including interest for partial\n                        periods) will be calculated on the basis of a 360-day\n                        year of twelve 30-day months.\n\n                        FLOATING RATE CERTIFICATED NOTES.  Interest rates on\n                        Floating Rate Certificated Notes will be determined as\n                        set forth in the applicable Notes.  The Issuer and the\n                        Trustee will confirm the amount of the initial interest\n                        payment due on any Floating Rate Certificated Note for\n                        which the initial Interest Period is shorter or longer\n                        than the Index Maturity.  Promptly after each Interest\n                        Determination Date for Floating Rate Certificated Notes,\n                        the Calculation Agent will notify Standard &amp; Poor's\n                        Corporation of the interest rates determined on such\n                        Interest Determination Date.  Interest will be\n                        calculated in the case of (a) Commercial Paper Rate\n                        Notes, LIBOR Notes, CD Rate Notes, Federal Funds Rate\n                        Notes and Prime Rate Notes on the basis of the actual\n                        number of days in the interest period and a 360-day\n                        year; and\n\n\n                                        20\n\n\n\n\n                        (b) Treasury Rate Notes and CMT Rate Notes, on the basis\n                        of the actual number of days in the interest period and\n                        the actual number of days in the year.\n\nPAYMENTS OF PRINCIPAL\n  AND INTEREST:         The Trustee will pay the principal amount of each\n                        Certificated Note at Maturity upon presentation of such\n                        Note to the Trustee.  Such payment, together with\n                        payment of interest due at Maturity of such Note, will\n                        be made in funds available for immediate use by the\n                        Holder of such Note.  Certificated Notes presented to\n                        the Trustee at Maturity for payment will be cancelled by\n                        the Trustee in accordance with the terms of the\n                        Indenture and returned to the Issuer.  All interest\n                        payments on a Certificated Note (other than interest due\n                        at Maturity) will be made by check drawn on the Trustee\n                        (or another Person appointed by the Trustee) and mailed\n                        by the Trustee to the Person entitled thereto as\n                        provided in such Note.  Following each Regular Record\n                        Date and Special Record Date, the Trustee will furnish\n                        the Issuer with a list of interest payments to be made\n                        on the following Interest Payment Date for each\n                        Certificated Note and in total for all Certificated\n                        Notes.  Interest at Maturity will be payable to the\n                        Person to whom the payment of principal is payable.  The\n                        Trustee will provide monthly to the Issuer lists of\n                        principal and interest to be paid on Certificated Notes\n                        maturing in the next month.  The Trustee will be\n                        responsible for withholding taxes on interest paid on\n                        Certificated Notes as required by applicable law.  On\n                        the first Business Day of each month, the Trustee will\n                        deliver to the Issuer by facsimile transmission a\n                        written statement, indicating the total principal amount\n                        of Outstanding Certificated Notes for which it serves as\n                        trustee as of the immediately preceding Business Day.\n\n                        If any Interest Payment Date for a Fixed Rate\n                        Certificated Note is scheduled to occur on a day that is\n                        not a Business Day with respect to such Fixed Rate\n                        Certificated Note, the payment due on such Interest\n                        Payment Date will be made on the following day that is a\n                        Business Day with respect to such Fixed Rate\n                        Certificated Note, and no interest shall accrue on the\n                        amount payable on such Interest Payment Date for the\n                        period from and after\n\n\n                                        21\n\n\n\n\n                        such Interest Payment Date to such following day that is\n                        a Business Day.\n\n                        If any Interest Payment Date for a Floating Rate\n                        Certificated Note is scheduled to occur on a day that is\n                        not a Business Day with respect to such Floating Rate\n                        Certificated Note, such Interest Payment Date will be\n                        the following day that is a Business Day with respect to\n                        such Floating Rate Certificated Note; PROVIDED,\n                        HOWEVER, that in the case of a Floating Rate\n                        Certificated Note that is a LIBOR Note (or a Floating\n                        Rate Certificated Note for which LIBOR is the applicable\n                        Base Rate), if such Business Day is in the next\n                        succeeding calendar month, such Interest Payment Date\n                        will be the immediately preceding day that is a Business\n                        Day.\n\n                        If the date of Maturity of a Certificated Note is\n                        scheduled to occur on a day that is not a Business Day\n                        with respect to such Certificated Note, the payment due\n                        at Maturity will be made on the following day that is a\n                        Business Day with respect to such Certificated Note, and\n                        no interest shall accrue on the amount payable at\n                        Maturity for the period from and after the date of\n                        Maturity.\n\nACCEPTANCE AND\n  REJECTION OF OFFERS:  The Issuer has the sole right to accept offers to\n                        purchase Certificated Notes and may reject any offer in\n                        whole or in part.  Each Agent may, in its discretion\n                        reasonably exercised, reject any offer to purchase\n                        Certificated Notes received by it in whole or part.\n                        Each Agent will advise the Issuer promptly by telephone\n                        or facsimile transmission of all offers to purchase\n                        Certificated Notes received by such Agent, other than\n                        those rejected by it.\n\nSETTLEMENT:             The receipt by the Issuer of immediately available funds\n                        in exchange for an authenticated Certificated Note\n                        delivered to the selling Agent and such Agent's delivery\n                        of such Note against receipt of immediately available\n                        funds shall constitute \"settlement\" with respect to such\n                        Note.  Each offer accepted by the Issuer will be settled\n                        on the third Business Day (or, if acceptance by the\n                        Issuer occurs after 4:30 p.m., New York time, on the\n                        fourth Business Day) following acceptance of such offer\n                        pursuant to the timetable for settlement set forth\n                        below,\n\n\n                                        22\n\n\n\n\n                        unless the Issuer and the purchaser agree to settlement\n                        on another day; PROVIDED, HOWEVER, that the Issuer\n                        will notify the Trustee at least twenty-four hours prior\n                        to the time of settlement.\n\nSETTLEMENT PROCEDURES:  In the event of a purchase of Certificated Notes by one\n                        or more of the Agents, as principal, appropriate\n                        settlement details, if different from those set forth\n                        below, will be set forth in an applicable Terms\n                        Agreement to be entered into between such Agent or\n                        Agents and the Issuer pursuant to the Distribution\n                        Agreement.\n\n                        Settlement Procedures with regard to each Certificated\n                        Note sold by the Issuer through an Agent, as agent,\n                        shall be as follows:\n\n                        A.    Such Agent will advise the Issuer by facsimile\n                              transmission or orally (if confirmed within 24\n                              hours by written telecommunication) of the\n                              following settlement information:\n\n                              1.   Name in which such Note is to be registered\n                                   (the \"Registered Owner\").\n\n                              2.   Address of the Registered Owner and address\n                                   for payment of principal and interest.\n\n                              3.   Taxpayer identification or Social Security\n                                   number of the Registered Owner (if\n                                   available).\n\n                              4.   Principal amount.\n\n                              5.   Stated Maturity.\n\n                              6.   If such Note is Fixed Rate Note, the interest\n                                   rate.\n\n                                   If such Note is a Floating Rate Note, the\n                                   following:\n\n                                   a.  Base Rate or Base Rates;\n\n                                   b.  Initial Interest Rate;\n\n                                   c.  Spread or Spread Multiplier, if any;\n\n                                   d.  Interest Reset Dates;\n\n\n\n                                        23\n\n\n\n\n                                   e.  Interest Reset Period;\n\n                                   f.  Interest Payment Dates;\n\n                                   g.  Index Maturity;\n\n\n                                   h.  Interest Payment Period;\n\n                                   i.  Calculation Agent (if other than\n                                       Citibank, N.A.);\n\n                                   j.  Maximum Interest Rate, if any;\n\n                                   k.  Minimum Interest Rate, if any;\n\n                                   l.  Interest Determination Dates; and\n\n                                   m.  Index Currency, if applicable.\n\n                              7.   Earliest Redemption Date, Redemption Price\n                                   and other redemption provisions, if any.\n\n                              8.   Settlement date.\n\n                              9.   Original Issue Price.\n\n                              10.  Original issue discount, if any.\n\n                              11.  Agent's commission, determined as provided in\n                                   Section 2 of the Distribution Agreement\n                                   between the Issuer and such Agent.\n\n\n                              12.  Additional terms or provisions of such Note,\n                                   if any.\n\n                              13.  Net Proceeds to the Issuer.\n\n                              14.  Commission.\n\n                              15.  Discount.\n\n                              16.  Initial Maturity Date (for Renewable Notes).\n\n                              17.  Final Maturity Date (for Renewable Notes).\n\n                        B.    The Issuer will advise the Trustee by telephone\n                              (confirmed in writing signed by an authorized\n                              person at any time on the same date) or facsimile\n                              transmission signed by an authorized person of the\n                              information set forth in\n\n\n                                        24\n\n\n\n\n                              Settlement Procedure \"A\" above and the name of\n                              such Agent.\n\n                        C.    The Issuer will deliver (if not previously\n                              delivered) to the Trustee a preprinted four-ply\n                              packet for such Note, which packet will contain\n                              the following documents in forms that have been\n                              approved by the Issuer, the Agents and the\n                              Trustee:\n\n                              1.   Note with customer confirmation.\n\n                              2.   Stub One - for the Trustee.\n\n                              3.   Stub Two - for the Agent.\n\n                              4.   Stub Three - for the Issuer.\n\n                        D.    The Trustee will complete and authenticate such\n                              Note and deliver it (with the confirmation) and\n                              Stubs One and Two to such Agent, and such Agent\n                              will acknowledge receipt of the Note by stamping\n                              or otherwise marking Stub One and returning it to\n                              the Trustee.  Such delivery will be made only\n                              against such acknowledgement of receipt and\n                              evidence that instructions have been given by such\n                              Agent for payment to the account of the Issuer at\n                              the Trustee, in funds available for immediate use,\n                              of an amount equal to the price of such note less\n                              Agent's commission.  In the event that the\n                              instructions given by such Agent for payment to\n                              the account of the Issuer are revoked, the Issuer\n                              will, as promptly as possible, wire transfer to\n                              the account of such Agent an amount of immediately\n                              available funds equal to the amount of such\n                              payment and such Agent will return such Note to\n                              the Trustee.\n\n                        E.    Such Agent will deliver such Note (with\n                              confirmation) to the customer against payment in\n                              immediately available funds.  Such Agent will\n                              obtain the acknowledgment of receipt of such Note\n                              by retaining Stub Two.\n\n                        F.    The Trustee will retain Stub One and will send\n                              Stub Three to the Issuer by first-class mail.\n                              Monthly, the Trustee will send to the Issuer a\n                              written statement, setting forth (i) the\n\n\n                                        25\n\n\n\n\n                              principal amount of the Notes Outstanding under\n                              the Indenture as of the date of such report, (ii)\n                              a brief description of any sales of which the\n                              Issuer has advised the Trustee but which have not\n                              yet been settled and (iii) a description of\n                              issuances and retirements of, payments on and\n                              other activity relating to the Notes during the\n                              related month.\n\nSETTLEMENT PROCEDURES\n  TIMETABLE:                  For offers of Certificated Notes solicited by an\n                              Agent, as agent, and accepted by the Issuer,\n                              Settlement Procedures \"A\" through \"F\" set forth\n                              above shall be completed on or before the\n                              respective times (New York City time) set forth\n                              below:\n\n                              SETTLEMENT\n                              PROCEDURE     TIME\n                              ---------\n                              A . . .  3:00 p.m. on day before settlement date\n                              B . . .  4:00 p.m. on day before settlement date\n                              C-D . .  2:15 p.m. on settlement date\n                              E . . .  3:00 p.m. on settlement date\n                              F . . .  5:00 p.m. on settlement date\n\nFAILURE TO SETTLE:      If a purchaser fails to accept delivery of and make\n                        payment for any Certificated Note, the selling Agent\n                        will notify the Issuer and the Trustee by telephone and\n                        return such Note to the Trustee.  Upon receipt of such\n                        Note, the Issuer will immediately wire transfer to the\n                        account of the Agent an amount equal to the amount\n                        previously credited thereto in respect of such Note.\n                        Such wire transfer will be made on the settlement date,\n                        if possible, and in any event not later than the day\n                        following the settlement date.  If the failure shall\n                        have occurred for any reason other than a default by the\n                        applicable Agent in the performance of its obligations\n                        hereunder and under the Distribution Agreement, the\n                        Issuer will pay to such Agent an amount equal to the\n                        interest earned by the Issuer with respect to such funds\n                        during the period when they were credited to the account\n                        of the Issuer.  Immediately upon receipt of the\n                        Certificated Note in respect of which such failure\n                        occurred, the Trustee will mark such Note \"cancelled,\"\n                        make appropriate\n\n\n                                        26\n\n\n\n\n                        entries in the Trustee's records and send such cancelled\n                        Note to the Issuer.\n\nPROCEDURE FOR POSTINGS: The Issuer will periodically contact one or more Agents\n                        for recommended postings with respect to Certificated\n                        Notes being offered.  When the Issuer has determined or\n                        changed its postings with respect to Certificated Notes\n                        being offered, it will promptly advise the Agents.  At\n                        such times as the Issuer is not posting, the Agents will\n                        not solicit firm offers but may record \"indications of\n                        interest\" only.\n\nPRICING SUPPLEMENTS:    Within five Business Days after any sale of Certificated\n                        Notes, the Issuer will file or transmit for filing with\n                        the Commission in compliance with Rule 424(b)(3) of the\n                        rules and regulations of the Commission promulgated\n                        under the Securities Act of 1933, as amended, a copy of\n                        a Pricing Supplement to the Prospectus relating to such\n                        Notes that reflects the applicable interest rates and\n                        other terms and will deliver a copy of such Pricing\n                        Supplement to each of the Agents and the Trustee.\n\nSUSPENSION OF\n  SOLICITATION,\n  AMENDMENT OR\n  SUPPLEMENT:           The Issuer may instruct the Agents to suspend\n                        solicitation of offers to purchase Certificated Notes at\n                        any time.  Upon receipt of such instructions, each Agent\n                        will as soon as possible suspend such solicitations\n                        until such time as it has been advised by the Issuer\n                        that such solicitations may be resumed.  The Issuer\n                        will, consistent with its obligations under the\n                        Distribution Agreement, promptly advise each Agent and\n                        the Trustee whether orders outstanding at the time such\n                        Agent suspends solicitation may be settled and whether\n                        copies of the Prospectus, as in effect at the time of\n                        the suspension, together with the appropriate Pricing\n                        Supplement, may be delivered in connection with the\n                        settlement of such orders.  The Issuer will have the\n                        sole responsibility for such decision and for any\n                        arrangements that may be made in the event that the\n                        Issuer determines that such orders may not be settled or\n                        that copies of such Prospectus and Pricing Supplement\n                        may not be so delivered.\n\nDELIVERY OF PROSPECTUS: A copy of the most recent Prospectus and of the\n                        applicable Pricing Supplement, if any,\n\n\n                                        27\n\n\n\n\n                        must be provided to a purchaser by the applicable Agent\n                        prior to or at the time of the earlier of (a) the\n                        written confirmation of a sale sent to a purchaser of\n                        Certificated Notes or his agent and (b) the delivery of\n                        any such Certificated Notes to a purchaser or his agent\n                        (see Settlement Procedures).\n\nADVERTISING COSTS:      The Issuer will determine with the Agents the amount and\n                        nature of advertising that may be appropriate in\n                        offering the Certificated Notes.  Advertising expenses\n                        approved in writing by the Issuer in connection with the\n                        solicitation of purchases of Certificated Notes from the\n                        Issuer will be paid by the Issuer.\n\n                                        28\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7331,7660,8042,8258],"corporate_contracts_industries":[9532,9416,9418],"corporate_contracts_types":[9560,9567],"class_list":["post-41003","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_companies-goldman-sachs-group-inc","corporate_contracts_companies-lehman-brothers-holdings-inc","corporate_contracts_companies-morgan-stanley-dean-witter---co","corporate_contracts_industries-travel__services","corporate_contracts_industries-financial__credit","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41003","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41003"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41003"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41003"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41003"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}