ex10.htm


     

    
       Exhibit 10.1

       

       

      
        	
                Commercial
      Paper Dealer Agreement

                 

              


      

       

      [4(2)
Program]

       

      Between:

       

      BlackRock,
Inc., as Issuer and Barclays Capital Inc., as Dealer.

       

      Concerning
Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as
of October 14, 2009 between the Issuer and JPMorgan Chase Bank, National
Association, as Issuing and Paying Agent

       

      Dated
as of October 14, 2009

       

      Commercial
Paper Dealer Agreement

       

      [4(2)
Program]

       

      This
agreement (as amended, supplemented or otherwise modified and in effect from
time to time, “Agreement”) sets forth the understandings between the Issuer and
the Dealer, each named on the cover page hereof, in connection with the issuance
and sale by the Issuer of its short-term promissory notes in substantially the
form of Exhibit D hereto (the “Notes”) through the Dealer.

       

      Certain
terms used in this Agreement are defined in Section 6 hereof.

       

      The
Addendum to this Agreement, and any Annexes or Exhibits described in this
Agreement or such Addendum, are hereby incorporated into this Agreement and made
fully a part hereof.

       

       

      
        	
                1.

              	
                Offers,
      Sales and Resales of Notes.

              


      

       

       

      
        	
                 
      

              	
                1.1

              	
                While
      (i) the Issuer has and shall have no obligation to sell the Notes to the
      Dealer or to permit the Dealer to arrange any sale of the Notes for the
      account of the Issuer, and (ii) the Dealer has and shall have no
      obligation to purchase the Notes from the Issuer or to arrange any sale of
      the Notes for the account of the Issuer, the parties hereto agree that in
      any case where the Dealer purchases Notes from the Issuer, or arranges for
      the sale of Notes by the Issuer, such Notes will be purchased or sold by
      the Dealer in reliance on the representations, warranties, covenants and
      agreements of the Issuer contained herein or made pursuant hereto and on
      the terms and conditions and in the manner provided
  herein.

              


      

       

       

      
        	
                 
      

              	
                1.2

              	
                So
      long as this Agreement shall remain in effect, and in addition to the
      limitations contained in Section 1.7 hereof, the Issuer shall not, without
      the consent of the Dealer, offer, solicit or accept offers to purchase, or
      sell, any Notes except (a) in transactions with one or more dealers which
      may from time to time after the date hereof become dealers with respect to
      the Notes by executing with the Issuer one or more agreements which
      contain provisions substantially identical to those contained in Section 1
      of this Agreement, of which the Issuer hereby undertakes to provide the
      Dealer prompt notice or

              


      

       


      
        
          
             

          

           


        

        
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Paper Dealer Agreement 4(2) Program  ■ 1

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                (b)
      in transactions with the other dealers listed on the Addendum hereto,
      which are executing agreements with the Issuer which contain provisions
      substantially identical to Section 1 of this Agreement contemporaneously
      herewith. In no event shall the Issuer offer, solicit or accept offers to
      purchase, or sell, any Notes directly on its own behalf in transactions
      with persons other than broker-dealers as specifically permitted in this
      Section 1.2.

              


      

       

       

      
        	
                 
      

              	
                1.3

              	
                The
      Notes shall be in a minimum denomination of $250,000 or integral multiples
      of $1,000 in excess thereof, will bear such interest rates, if interest
      bearing, or will be sold at such discount from their face amounts, as
      shall be agreed upon by the Dealer and the Issuer, shall have a maturity
      not exceeding 397 days from the date of issuance and may have such terms
      as are specified in Exhibit C hereto or the Private Placement
      Memorandum.  The Notes shall not contain any provision for
      extension, renewal or automatic
“rollover.”

              


      

       

       

      
        	
                 
      

              	
                1.4

              	
                The
      authentication and issuance of, and payment for, the Notes shall be
      effected in accordance with the Issuing and Paying Agency Agreement, and
      the Notes shall be either individual physical certificates or book-entry
      notes evidenced by one or more master notes (each, a “Master Note”)
      registered in the name of The Depository Trust Company (“DTC”) or its
      nominee, in the form or forms annexed hereto as Exhibit
  D.

              


      

       

       

      
        	
                 
      

              	
                1.5

              	
                If
      the Issuer and the Dealer shall agree on the terms of the purchase of any
      Note by the Dealer or the sale of any Note arranged by the Dealer
      (including, but not limited to, agreement with respect to the date of
      issue, purchase price, principal amount, maturity and interest rate or
      interest rate index and margin (in the case of interest-bearing Notes) or
      discount thereof (in the case of Notes issued on a discount basis), and
      appropriate compensation for the Dealer’s services hereunder) pursuant to
      this Agreement, the Issuer shall cause such Note to be issued and
      delivered in accordance with the terms of the Issuing and Paying Agency
      Agreement and payment for such Note shall be made by the purchaser
      thereof, either directly or through the Dealer, to the Issuing and Paying
      Agent, for the account of the Issuer. Except as otherwise agreed, in the
      event that the Dealer is acting as an agent and a purchaser shall either
      fail to accept delivery of or make payment for a Note on the date fixed
      for settlement, the Dealer shall promptly notify the Issuer, and if the
      Dealer has theretofore paid the Issuer for the Note, the Issuer will
      promptly return such funds to the Dealer against its return of the Note to
      the Issuer, in the case of a certificated Note, and upon notice of such
      failure in the case of a book-entry Note. If such failure occurred for any
      reason other than default by the Dealer, the Issuer shall reimburse the
      Dealer on an equitable basis for the Dealer’s loss of the use of such
      funds for the period such funds were credited to the Issuer’s
      account.

              


      

       

       

      
        	
                 
      

              	
                1.6

              	
                The
      Dealer and the Issuer hereby establish and agree to observe the following
      procedures in connection with offers, sales and subsequent resales or
      other transfers of the Notes:

              


      

       

       

      
        	
                 
      

              	
                (a)

              	
                Offers
      and sales of the Notes by or through the Dealer shall be made only to: (i)
      investors reasonably believed by the Dealer to be Qualified Institutional
      Buyers, Institutional Accredited Investors or Sophisticated Individual
      Accredited Investors and (ii) non-bank fiduciaries or agents that will be
      purchasing Notes for one or more accounts, each of which is reasonably
      believed by the Dealer to be an Institutional Accredited Investor or
      Sophisticated Individual Accredited
Investor.

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                Resales
      and other transfers of the Notes by the holders thereof shall be made only
      in accordance with the restrictions in the legend described in clause (e)
      below.

              


      

       


      
        
          
              

          

           


        

        
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Paper Dealer Agreement 4(2) Program  ■ 2

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                (c)

              	
                No
      general solicitation or general advertising shall be used in connection
      with the offering of the Notes. Without limiting the generality of the
      foregoing, without the prior written approval of the Dealer (which shall
      not be unreasonably withheld or delayed), the Issuer shall not issue any
      press release or place or publish any “tombstone” or other advertisement
      relating to the Notes.

              


      

       

       

      
        	
                 
      

              	
                (d)

              	
                No
      sale of Notes to any one purchaser shall be for less than $250,000
      principal or face amount, and no Note shall be issued in a smaller
      principal or face amount. If the purchaser is a non-bank fiduciary acting
      on behalf of others, each person for whom such purchaser is acting must
      purchase at least $250,000 principal or face amount of
    Notes.

              


      

       

       

      
        	
                 
      

              	
                (e)

              	
                Offers
      and sales of the Notes by the Issuer through the Dealer acting as agent
      for the Issuer shall be made in accordance with Rule 506 under the
      Securities Act, and shall be subject to the restrictions described in the
      legend appearing on Exhibit A hereto. A legend substantially to the effect
      of such Exhibit A shall appear as part of the Private Placement Memorandum
      used in connection with offers and sales of Notes hereunder, as well as on
      each individual certificate representing a Note and each Master Note
      representing book-entry Notes offered and sold pursuant to this
      Agreement.

              


      

       

       

      
        	
                 
      

              	
                (f)

              	
                The
      Dealer shall furnish or shall have furnished to each purchaser of Notes
      for which it has acted as the Dealer a copy of the then-current Private
      Placement Memorandum unless such purchaser has previously received a copy
      of the Private Placement Memorandum as then in effect. The Private
      Placement Memorandum shall expressly state that any person to whom Notes
      are offered shall have an opportunity to ask questions of, and receive
      information from, the Issuer and the Dealer and shall provide the names,
      addresses and telephone numbers of the persons from whom information
      regarding the Issuer may be
obtained.

              


      

       

       

      
        	
                 
      

              	
                (g)

              	
                The
      Issuer agrees, for the benefit of the Dealer and each of the holders and
      prospective purchasers from time to time of the Notes that, if at any time
      the Issuer shall not be subject to Section 13 or 15(d) of the Exchange
      Act, the Issuer will furnish, upon request and at its expense, to the
      Dealer and to holders and prospective purchasers of Notes information
      required by Rule 144A(d)(4)(i) in compliance with Rule
      144A(d).

              


      

       

       

      
        	
                 
      

              	
                (h)

              	
                In
      the event that any Note offered or to be offered by the Dealer would be
      ineligible for resale under Rule 144A, the Issuer shall immediately notify
      the Dealer (by telephone, confirmed in writing) of such fact and shall
      promptly prepare and deliver to the Dealer an amendment or supplement to
      the Private Placement Memorandum describing the Notes that are ineligible,
      the reason for such ineligibility and any other relevant information
      relating thereto.

              


      

       

       

      
        	
                 
      

              	
                (i)

              	
                The
      Issuer represents that it is not currently issuing commercial paper in the
      United States market in reliance upon the exemption provided by Section
      3(a)(3) of the Securities Act. The Issuer agrees that, if it shall issue
      commercial paper after the date hereof in reliance upon such exemption (a)
      the proceeds from the sale of the Notes will be segregated from the
      proceeds of the sale of any such commercial paper by being placed in a
      separate account; (b) the Issuer will institute appropriate corporate
      procedures to ensure that the offers and sales of notes issued by the
      Issuer pursuant to the Section 3(a)(3) exemption are not integrated with
      offerings and sales of Notes hereunder; and (c) the Issuer will comply
      with each of the requirements of Section 3(a)(3) of the Securities Act in
      selling commercial paper or other short-term debt securities other than
      the Notes in the United States.

              


      

       


      
        
          
              

          

           


        

        
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Paper Dealer Agreement 4(2) Program  ■ 3

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                1.7

              	
                The
      Issuer hereby represents and warrants to the Dealer, in connection with
      offers, sales and resales of Notes by the Issuer, as
    follows:

              


      

       

       

      
        	
                 
      

              	
                (a)

              	
                The
      Issuer hereby confirms to the Dealer that (except as permitted by Section
      1.6(i)) within the preceding six months neither the Issuer nor any person
      other than the Dealer or the other dealers referred to in Section 1.2
      hereof acting on behalf of the Issuer has offered or sold any Notes, or
      any substantially similar security of the Issuer (including, without
      limitation, medium-term notes issued by the Issuer), to, or solicited
      offers to buy any such security from, any person other than the Dealer or
      the other dealers referred to in Section 1.2 hereof. The Issuer also
      agrees that (except as permitted by Section 1.6(i)), as long as the Notes
      are being offered for sale by the Dealer and the other dealers referred to
      in Section 1.2 hereof as contemplated hereby and until at least six months
      after the offer of Notes hereunder has been terminated, neither the Issuer
      nor any person other than the Dealer or the other dealers referred to in
      Section 1.2 hereof (except as contemplated by Section 1.2 hereof) will
      offer the Notes or any substantially similar security of the Issuer for
      sale to, or solicit offers to buy any such security from, any person other
      than the Dealer or the other dealers referred to in Section 1.2 hereof, it
      being understood that such agreement is made with a view to bringing the
      offer and sale of the Notes within the exemption provided by Section 4(2)
      of the Securities Act and Rule 506 thereunder and shall survive any
      termination of this Agreement. The Issuer hereby represents and warrants
      that it has not taken or omitted to take, and will not take or omit to
      take, any action that would cause the offering and sale of Notes hereunder
      to be integrated with any other offering of securities, whether such
      offering is made by the Issuer or some other party or
    parties.

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                The
      Issuer represents and agrees that the proceeds of the sale of the Notes
      are not currently contemplated to be used for the purpose of buying,
      carrying or trading securities within the meaning of Regulation T and the
      interpretations thereunder by the Board of Governors of the Federal
      Reserve System. In the event that the Issuer determines to use such
      proceeds for the purpose of buying, carrying or trading securities,
      whether in connection with an acquisition of another company or otherwise,
      the Issuer shall give the Dealer at least five business days’ prior
      written notice to that effect. The Issuer shall also give the Dealer
      prompt notice of the actual date that it commences to purchase securities
      with the proceeds of the Notes. Thereafter, in the event that the Dealer
      purchases Notes as principal and does not resell such Notes on the day of
      such purchase, to the extent necessary to comply with Regulation T and the
      interpretations thereunder, the Dealer will sell such Notes either (i)
      only to offerees it reasonably believes to be Qualified Institutional
      Buyers or to Qualified Institutional Buyers it reasonably believes are
      acting for other Qualified Institutional Buyers, in each case in
      accordance with Rule 144A or (ii) in a manner which would not cause a
      violation of Regulation T and the interpretations
    thereunder.

              


      

       

       

      
        	
                2.

              	
                Representations
      and Warranties of Issuer.

              


      

       

                            The
Issuer represents and warrants that:

       

       

      
        	
                 
      

              	
                2.1

              	
                The
      Issuer is a corporation duly organized, validly existing and in good
      standing under the laws of its jurisdiction of incorporation, has the
      power and authority to own its properties and to carry on its business as
      now being and hereafter proposed to be conducted and is duly qualified and
      authorized to do business in each jurisdiction in which the character of
      its properties or the nature of its business requires
  such

              


      

       


      
        
          
              

          

           


        

        
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                qualification
      and authorization, except where the failure to be so qualified or in good
      standing could not be reasonably expected to result in a Material Adverse
      Effect.   The Issuer has all the requisite power and
      authority to execute, deliver and perform its obligations under the Notes,
      this Agreement and the Issuing and Paying Agency
  Agreement.

              


      

       

       

      
        	
                 
      

              	
                2.2

              	
                This
      Agreement and the Issuing and Paying Agency Agreement have been duly
      authorized, executed and delivered by the Issuer and constitute legal,
      valid and binding obligations of the Issuer enforceable against the Issuer
      in accordance with their terms, except as such enforceability may be
      limited by bankruptcy, insolvency, reorganization, moratorium or similar
      state or federal debtor relief laws from time to time in effect which
      affect the enforcement of creditors’ rights in general and the
      availability of equitable remedies (regardless of whether enforcement is
      sought in a proceeding in equity or at
law).

              


      

       

       

      
        	
                 
      

              	
                2.3

              	
                The
      Notes have been duly authorized, and when issued as provided in the
      Issuing and Paying Agency Agreement, will be duly and validly issued and
      will constitute legal, valid and binding obligations of the Issuer
      enforceable against the Issuer in accordance with their terms, except as
      such enforceability may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar state or federal debtor relief laws
      from time to time in effect which affect the enforcement of creditors’
      rights in general and the availability of equitable remedies (regardless
      of whether enforcement is sought in a proceeding in equity or at
      law).

              


      

       

       

      
        	
                 
      

              	
                2.4

              	
                The
      offer and sale of the Notes by the Issuer in the manner contemplated
      hereby do not require registration of the Notes under the Securities Act,
      pursuant to the exemption from registration contained in Section 4(2)
      thereof, and no indenture in respect of the Notes is required to be
      qualified under the Trust Indenture Act of 1939, as
    amended.

              


      

       

       

      
        	
                 
      

              	
                2.5

              	
                The
      Notes will rank at least pari
      passu
      with all other unsecured and unsubordinated indebtedness of the
      Issuer.

              


      

       

       

      
        	
                 
      

              	
                2.6

              	
                No
      consent or action of, or filing or registration with, any governmental or
      public regulatory body or authority, including the SEC, is required to
      authorize, or is otherwise required in connection with the execution,
      delivery or performance of, this Agreement, the Notes or the Issuing and
      Paying Agency Agreement, except as may be required by the securities or
      Blue Sky laws of the various states in connection with the offer and sale
      of the Notes.

              


      

       

       

      
        	
                 
      

              	
                2.7

              	
                The
      execution, delivery and performance by the Issuer of this Agreement and
      the Issuing and Paying Agency Agreement, and the issuance of the Notes in
      accordance with the Issuing and Paying Agency Agreement, each in
      accordance with its respective terms, and the transactions contemplated
      hereby and thereby do not and will not, by the passage of time, the giving
      of notice or otherwise, (i) require any Governmental Approval relating to
      the Issuer where the failure to obtain such Governmental Approval could
      reasonably be expected to have a Material Adverse Effect, (ii) violate any
      Applicable Law relating to the Issuer except where such violation could
      not reasonably be expected to have a Material Adverse Effect, (iii)
      conflict with, result in a breach of or constitute a default under the
      articles of incorporation or bylaws of the Issuer, (iv) conflict with,
      result in a breach of or constitute a default under any indenture,
      agreement or other instrument to which the Issuer is a party or by which
      any of its properties may be bound or any Governmental Approval relating
      to the Issuer, which could reasonably be expected to have a Material
      Adverse Effect, (v) result in or require the creation or imposition of any
      Lien upon or with respect to any property now owned or hereafter acquired
      by the Issuer

              


      

       


      
        
          
              

          

           


        

        
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                or
      (vi) require any consent or authorization of, filing with, or other act in
      respect of, an arbitrator or Governmental Authority and no consent of any
      other Person is required in connection with the execution, delivery,
      performance, validity or enforceability of this Agreement, the Notes or
      the Issuing and Paying Agency Agreement other than consents,
      authorizations, filings or other acts or consents which have been obtained
      or made and are in full force and effect or for which the failure to
      obtain or make could not reasonably be expected to have a Material Adverse
      Effect.

              


      

       

       

      
        	
                 
      

              	
                2.8

              	
                Except
      for matters disclosed in any filings made by the Issuer with the SEC,
      there are no actions, suits or proceedings pending nor, to the knowledge
      of the Issuer, threatened against or in any other way relating adversely
      to or affecting the Issuer or any of its properties in any court or before
      any arbitrator of any kind or before or by any Governmental Authority that
      has had or could reasonably be expected to have a Material Adverse
      Effect.

              


      

       

       

      
        	
                 
      

              	
                2.9

              	
                The
      Issuer is not an “investment company” within the meaning of the Investment
      Company Act of 1940, as amended.

              


      

       

       

      
        	
                 
      

              	
                2.10

              	
                Neither
      the Private Placement Memorandum nor the Company Information contains any
      untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.

              


      

       

       

      
        	
                 
      

              	
                2.11

              	
                Each
      (a) issuance of Notes by the Issuer hereunder and (b) amendment or
      supplement of the Private Placement Memorandum shall be deemed a
      representation and warranty by the Issuer to the Dealer, as of the date
      thereof, that, both before and after giving effect to such issuance and
      after giving effect to such amendment or supplement, (i) the
      representations and warranties given by the Issuer set forth in this
      Section 2 remain true and correct on and as of such date as if made on and
      as of such date, (ii) in the case of an issuance of Notes, the Notes being
      issued on such date have been duly and validly issued and constitute
      legal, valid and binding obligations of the Issuer, enforceable against
      the Issuer in accordance with their terms, except as such enforceability
      may be limited by bankruptcy, insolvency, reorganization, moratorium or
      similar state or federal debtor relief laws from time to time in effect
      which affect the enforcement of creditors’ rights in general and the
      availability of equitable remedies (regardless of whether enforcement is
      sought in a proceeding in equity or at law), (iii) in the case of an
      issuance of Notes, since the date of the most recent Private Placement
      Memorandum, there has been no material adverse change in the financial
      condition or operations of the Issuer which, if not publicly available,
      has not been disclosed to the Dealer in writing and (iv) the Issuer is not
      in default under any of its obligations hereunder, under the Issuing and
      Paying Agency Agreement or the Notes that is reasonably likely to result
      in a Material Adverse Effect.

              


      

       

       

      
        	
                3.

              	
                Covenants
      and Agreements of Issuer.

              


      

       

      The
Issuer covenants and agrees that:

       

      
        	
                 
      

              	
                3.1

              	
                The
      Issuer will give the Dealer prompt notice (but in any event prior to any
      subsequent issuance of Notes hereunder) of any amendment to, modification
      of or waiver with respect to, the Notes or the Issuing and Paying Agency
      Agreement, including a complete copy of any such amendment, modification
      or waiver.

              


      

       

       

      
        	
                 
      

              	
                3.2

              	
                The
      Issuer shall, whenever there shall occur any change, development or
      occurrence in relation to the Issuer that would have a Material Adverse
      Effect (including any receipt by the Issuer, from any nationally
      recognized statistical ratings organization that
  has

              


      

       


      
        
          
              

          

           


        

        
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                provided
      a rating to the Notes, of any notice of a downgrading in such rating that
      is publicly available), promptly, and in any event prior to any subsequent
      issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in
      writing) of such change, development or
  occurrence.

              


      

       

       

      
        	
                 
      

              	
                3.3

              	
                The
      Issuer shall from time to time furnish to the Dealer such non-public
      information as the Dealer may reasonably request, regarding (i) the
      Issuer’s operations and financial condition, (ii) the due authorization
      and execution of the Notes and (iii) the Issuer’s ability to pay the Notes
      as they mature; provided that
      the disclosure of such information shall not be reasonably likely to cause
      the Issuer to be in violation of any Applicable Law or otherwise violate
      the terms of any confidentiality agreement to which the Issuer is
      subject.

              


      

       

       

      
        	
                 
      

              	
                3.4

              	
                The
      Issuer will take all such action as the Dealer may reasonably request to
      ensure that each offer and each sale of the Notes will comply with any
      applicable state Blue Sky laws; provided, however, that the Issuer shall
      not be obligated to file any general consent to service of process or to
      qualify as a foreign corporation in any jurisdiction in which it is not so
      qualified or subject itself to taxation in respect of doing business in
      any jurisdiction in which it is not otherwise so
  subject.

              


      

       

       

      
        	
                 
      

              	
                3.5

              	
                The
      Issuer will not be in default of any of its obligations hereunder, under
      the Notes or under the Issuing and Paying Agency Agreement, at any time
      that any of the Notes are
outstanding.

              


      

       

       

      
        	
                 
      

              	
                3.6

              	
                The
      Issuer shall not issue Notes hereunder until the Dealer shall have
      received (a) one or more opinions of counsel to the Issuer, addressed to
      the Dealer, satisfactory in form and substance to the Dealer, (b) a copy
      of the executed Issuing and Paying Agency Agreement as then in effect, (c)
      a copy of resolutions adopted by the Board of Directors of the Issuer,
      satisfactory in form and substance to the Dealer and certified by the
      Secretary or similar officer of the Issuer, authorizing execution and
      delivery by the Issuer of this Agreement, the Issuing and Paying Agency
      Agreement and the Notes and consummation by the Issuer of the transactions
      contemplated hereby and thereby, (d) prior to the issuance of any
      book-entry Notes represented by a master note registered in the name of
      DTC or its nominee, a copy of the executed Letter of Representations among
      the Issuer, the Issuing and Paying Agent and DTC and of the executed
      master note, (e) prior to the issuance of any Notes in physical form, a
      copy of such form (unless attached to this Agreement or the Issuing and
      Paying Agency Agreement), (f) confirmation of the then current ratings
      assigned to the Notes by each nationally recognized statistical ratings
      organization then rating the Notes and (g) such other certificates,
      opinions, letters and documents as the Dealer shall have reasonably
      requested.

              


      

       

       

      
        	
                 
      

              	
                3.7

              	
                The
      Issuer shall reimburse the Dealer for all of the Dealer’s reasonable
      out-of-pocket expenses related to this Agreement, including reasonable
      expenses incurred in connection with its preparation and negotiation, and
      the transactions contemplated hereby (including, but not limited to, the
      printing and distribution of the Private Placement Memorandum), and, if
      applicable, for the reasonable fees and out-of-pocket expenses of the
      Dealer’s counsel.

              


      

       

       

      
        	
                4.

              	
                Disclosure.

              


      

       

       

      
        	
                 
      

              	
                4.1

              	
                The
      Private Placement Memorandum and its contents (other than the Dealer
      Information) shall be the sole responsibility of the Issuer. The Private
      Placement Memorandum shall contain a statement expressly offering an
      opportunity for each prospective purchaser to ask questions of, and
      receive answers from, the Issuer concerning the offering of
      Notes

              


      

       


      
        
          
              

          

           


        

        
          ■  Commercial
Paper Dealer Agreement 4(2) Program  ■ 7

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                and
      to obtain relevant additional information which the Issuer possesses or
      can acquire without unreasonable effort or
  expense.

              


      

       

       

      
        	
                 
      

              	
                4.2

              	
                The
      Issuer agrees to promptly furnish the Dealer the Company Information as it
      becomes available.

              


      

       

       

      
        	
                 
      

              	
                4.3

              	
                (1)  The Issuer
      further agrees to notify the Dealer promptly upon the occurrence of any
      event relating to or affecting the Issuer that would cause the Company
      Information then in existence to include an untrue statement of a material
      fact or to omit to state a material fact necessary in order to make the
      statements contained therein, in light of the circumstances under which
      they are made, not misleading.

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                In
      the event that the Issuer gives the Dealer notice pursuant to Section
      4.3(a) and the Dealer notifies the Issuer that it then has Notes it is
      holding in inventory, (i) the Issuer agrees promptly to supplement or
      amend the Private Placement Memorandum so that the Private Placement
      Memorandum, as amended or supplemented, shall not contain an untrue
      statement of a material fact or omit to state a material fact necessary in
      order to make the statements therein, in light of the circumstances under
      which they were made, not misleading, and the Issuer shall make such
      supplement or amendment available to the Dealer prior to any further sale
      or resale of Notes or (ii) the Issuer shall repurchase any such Note held
      in inventory at a price equal to the face amount thereof discounted on a
      ratable basis based on the Issuer's market rate reflecting the remaining
      period to maturity in relation to the original
  term.

              


      

       

       

      
        	
                 
      

              	
                (c)

              	
                In
      the event that (i) the Issuer gives the Dealer notice pursuant to Section
      4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding
      Notes in inventory and (iii) the Issuer chooses not to promptly amend or
      supplement the Private Placement Memorandum in the manner described in
      clause (b) above, then all solicitations and sales of Notes shall be
      suspended until such time as the Issuer has so amended or supplemented the
      Private Placement Memorandum, and made such amendment or supplement
      available to the Dealer.

              


      

       

       

      
        	
                 
      

              	
                (d)

              	
                Without
      limiting the generality of Section 4.3(a), the Issuer shall review, amend
      and supplement the Private Placement Memorandum on a periodic basis, but
      no less than at least once annually, to incorporate current financial
      information of the Issuer to the extent necessary to ensure that the
      information provided in the Private Placement Memorandum is accurate and
      complete.

              


      

       

       

      
        	
                5.

              	
                Indemnification
      and Contribution.

              


      

       

       

      
        	
                 
      

              	
                5.1

              	
                The
      Issuer will indemnify and hold harmless the Dealer, each individual,
      corporation, partnership, trust, association or other entity controlling
      the Dealer, any affiliate of the Dealer or any such controlling entity and
      their respective directors, officers, employees, partners, incorporators,
      shareholders, servants, trustees and agents (hereinafter the
      “Indemnitees”) against any and all liabilities, penalties, suits, causes
      of action, losses, damages, claims, costs and expenses (including, without
      limitation, fees and disbursements of counsel) or judgments of whatever
      kind or nature (each a “Claim”), imposed upon, incurred by or asserted
      against the Indemnitees arising out of or based upon (i) any allegation
      that the Private Placement Memorandum, the Company Information or any
      information provided by the Issuer to the Dealer included (as of any
      relevant time) or includes an untrue statement of a material fact or
      omitted (as of any relevant time) or omits to state any material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading or (ii) arising out of or based
      upon the breach by the Issuer of any agreement, covenant
  or

              


      

       


      
        
          
             

          

           


        

        
          ■  Commercial
Paper Dealer Agreement 4(2) Program  ■ 8

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                representation
      made in or pursuant to this Agreement.  This indemnification
      shall not apply to the extent that the Claim arises out of or is based
      upon Dealer Information or is determined to have resulted from an
      Indemnitee's gross negligence or willful
  misconduct.

              


      

       

       

      
        	
                 
      

              	
                5.2

              	
                Provisions
      relating to claims made for indemnification under this Section 5 are set
      forth on Exhibit B to this
Agreement.

              


      

       

       

      
        	
                 
      

              	
                5.3

              	
                In
      order to provide for just and equitable contribution in circumstances in
      which the indemnification provided for in this Section 5 is held to be
      unavailable or insufficient to hold harmless the Indemnitees, although
      applicable in accordance with the terms of this Section 5, the Issuer
      shall contribute to the aggregate costs incurred by the Dealer in
      connection with any Claim in the proportion of the respective economic
      interests of the Issuer and the Dealer; provided, however, that such
      contribution by the Issuer shall be in an amount such that the aggregate
      costs incurred by the Dealer do not exceed the aggregate of the
      commissions and fees earned by the Dealer hereunder with respect to the
      issue or issues of Notes to which such Claim relates. The respective
      economic interests shall be calculated by reference to the aggregate
      proceeds to the Issuer of the Notes issued hereunder and the aggregate
      commissions and fees earned by the Dealer
  hereunder.

              


      

       

       

      
        	
                6.

              	
                Definitions.

              


      

       

       

      
        	
                 
      

              	
                6.1

              	
                “Claim”
      shall have the meaning set forth in Section
5.1.

              


      

       

       

      
        	
                 
      

              	
                6.2

              	
                “Company
      Information” at any given time shall mean the Private Placement Memorandum
      and information incorporated by reference therein together with, to the
      extent applicable, (i) the Issuer’s most recent report on Form 10-K filed
      with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with
      the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent
      annual audited financial statements and each interim financial statement
      or report prepared subsequent thereto, if not included in item (i) above,
      (iii) the Issuer’s and its affiliates’ other publicly available recent
      reports, including, but not limited to, any publicly available filings or
      reports provided to their respective shareholders, (iv) any other
      information or disclosure prepared pursuant to Section 4.3 hereof and (v)
      any information prepared or approved by the Issuer for dissemination to
      investors or potential investors in the
Notes.

              


      

       

       

      
        	
                 
      

              	
                6.3

              	
                “Dealer
      Information” shall mean material concerning the Dealer provided by the
      Dealer in writing expressly for inclusion in the Private Placement
      Memorandum.

              


      

       

       

      
        	
                 
      

              	
                6.4

              	
                “Exchange
      Act” shall mean the U.S. Securities Exchange Act of 1934, as
      amended.

              


      

       

       

      
        	
                 
      

              	
                6.5

              	
                “Governmental
      Approval” shall mean all authorizations, consents, approvals, permits,
      licenses and exemptions of, registrations and filings with, and reports
      to, all Governmental Authorities.

              


      

       

       

      
        	
                 
      

              	
                6.6

              	
                “Governmental
      Authority” shall mean the government of the United States or any other
      nation, or of any political subdivision thereof, whether state or local,
      and any agency, authority, instrumentality, regulatory body, court,
      central bank or other entity exercising executive, legislative, judicial,
      taxing, regulatory or administrative powers or functions of or pertaining
      to government (including any supra-national bodies such as the European
      Union or the European Central
Bank).

              


      

       

       

      
        	
                 
      

              	
                6.7

              	
                “Indemnitee”
      shall have the meaning set forth in Section
5.1.

              


      

       

       

      
        	
                 
      

              	
                6.8

              	
                “Institutional
      Accredited Investor” shall mean an institutional investor that is an
      accredited investor within the meaning of Rule 501 under the Securities
      Act and that has such knowledge and experience in financial and business
      matters that it is capable of

              


      

       


      
        
          
          

           


        

        
          ■  Commercial
Paper Dealer Agreement 4(2) Program  ■ 9

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                evaluating
      and bearing the economic risk of an investment in the Notes, including,
      but not limited to, a bank, as defined in Section 3(a)(2) of the
      Securities Act, or a savings and loan association or other institution, as
      defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its
      individual or fiduciary capacity.

              


      

       

       

      
        	
                 
      

              	
                6.9

              	
                “Issuing
      and Paying Agency Agreement” shall mean the issuing and paying agency
      agreement described on the cover page of this Agreement, as such agreement
      may be amended or supplemented from time to
  time.

              


      

       

       

      
        	
                 
      

              	
                6.10

              	
                “Issuing
      and Paying Agent” shall mean the party designated as such on the cover
      page of this Agreement, as issuing and paying agent under the Issuing and
      Paying Agency Agreement, or any successor thereto in accordance with the
      Issuing and Paying Agency
Agreement.

              


      

       

       

      
        	
                 
      

              	
                6.11

              	
                “Material
      Adverse Effect” shall mean a material adverse effect on (a) the business,
      operations or financial condition of the Issuer and its subsidiaries taken
      as a whole or (b) the ability of the Issuer to perform its obligations
      under this Agreement, the Notes and the Issuing and Paying Agency
      Agreement.

              


      

       

       

      
        	
                 
      

              	
                6.12

              	
                “Non-bank
      fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank,
      as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and
      loan association, as defined in Section 3(a)(5)(A) of the Securities
      Act.

              


      

       

       

      
        	
                 
      

              	
                6.13

              	
                “Person”
      shall mean any natural person, corporation, limited liability company,
      trust, joint venture, association, company, partnership, governmental
      authority or other entity.

              


      

       

       

      
        	
                 
      

              	
                6.14

              	
                “Private
      Placement Memorandum” shall mean offering materials prepared in accordance
      with Section 4 (including materials referred to therein or incorporated by
      reference therein, if any) provided to purchasers and prospective
      purchasers of the Notes, and shall include amendments and supplements
      thereto which may be prepared from time to time in accordance with this
      Agreement (other than any amendment or supplement that has been completely
      superseded by a later amendment or
supplement).

              


      

       

       

      
        	
                 
      

              	
                6.15

              	
                “Qualified
      Institutional Buyer” shall have the meaning assigned to that term in Rule
      144A under the Securities Act.

              


      

       

       

      
        	
                 
      

              	
                6.16

              	
                “Rule
      144A” shall mean Rule 144A under the Securities
  Act.

              


      

       

       

      
        	
                 
      

              	
                6.17

              	
                “SEC”
      shall mean the U.S. Securities and Exchange
  Commission.

              


      

       

       

      
        	
                 
      

              	
                6.18

              	
                “Securities
      Act” shall mean the U.S. Securities Act of 1933, as
    amended.

              


      

       

       

      
        	
                 
      

              	
                6.19

              	
                “Sophisticated
      Individual Accredited Investor” shall mean an individual who (a) is an
      accredited investor within the meaning of Regulation D under the
      Securities Act and (b) based on his or her pre-existing relationship with
      the Dealer, is reasonably believed by the Dealer to be a sophisticated
      investor (i) possessing such knowledge and experience (or represented by a
      fiduciary or agent possessing such knowledge and experience) in financial
      and business matters that he or she is capable of evaluating and bearing
      the economic risk of an investment in the Notes and (ii) having not less
      than $5 million in investments (as defined, for purposes of this section,
      in Rule 2a51-1 under the Investment Company Act of 1940, as
      amended).

              


      

       

       

      
        	
                7.

              	
                General

              


      

       

       

      
        	
                 
      

              	
                7.1

              	
                Unless
      otherwise expressly provided herein, all notices under this Agreement to
      parties hereto shall be in writing and shall be effective when received at
      the address of the respective party set forth in the Addendum to this
      Agreement.

              


      

       


      
        
          
             

          

           


        

        
          ■  Commercial
Paper Dealer Agreement 4(2) Program  ■ 10

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                7.2

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of New York.

              


      

       

       

      
        	
                 
      

              	
                7.3

              	
                The
      Issuer agrees that any suit, action or proceeding brought by the Issuer
      against the Dealer in connection with or arising out of this Agreement or
      the Notes or the offer and sale of the Notes shall be brought solely in
      the United States federal courts located in the Borough of Manhattan or
      the courts of the State of New York located in the Borough of Manhattan.
      EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY
      SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY.

              


      

       

       

      
        	
                 
      

              	
                7.4

              	
                This
      Agreement may be terminated, at any time, by the Issuer, upon one business
      day’s prior notice to such effect to the Dealer, or by the Dealer upon one
      business day’s prior notice to such effect to the Issuer. Any such
      termination, however, shall not affect the obligations of the Issuer under
      Sections 3.7, 5 and 7.3 hereof or the respective representations,
      warranties, agreements, covenants, rights or responsibilities of the
      parties made or arising prior to the termination of this
      Agreement.

              


      

       

       

      
        	
                 
      

              	
                7.5

              	
                This
      Agreement is not assignable by either party hereto without the written
      consent of the other party; provided, however, with reasonably prompt
      notice to the Issuer, the Dealer may assign its rights and obligations
      under this Agreement to any affiliate of the
  Dealer.

              


      

       

       

      
        	
                 
      

              	
                7.6

              	
                This
      Agreement may be signed in any number of counterparts, each of which shall
      be an original, with the same effect as if the signatures thereto and
      hereto were upon the same
instrument.

              


      

       

       

      
        	
                 
      

              	
                7.7

              	
                This
      Agreement is for the exclusive benefit of the parties hereto, and their
      respective permitted successors and assigns hereunder, and shall not be
      deemed to give any legal or equitable right, remedy or claim to any other
      person whatsoever.

              


      

       

       

       

      [Signature
Page Follows]

       


      
        
          
              

          

           


        

        
          ■  Commercial
Paper Dealer Agreement 4(2) Program  ■ 11

          
            

          

        

        
           


        

      


       

      IN
WITNESS WHEREOF, the parties hereto have caused this Dealer Agreement to be
executed as of the date and year first above written.

       

      
        	
                BLACKROCK,
      INC., as Issuer

              	
                BARCLAYS
      CAPITAL INC., as Dealer

              
	 	 
	
                By:

              	 
      /s/ Ann Marie Petach	 
      	
                By:

              	 	 
      


      

      


      
        	
                Name:  Ann
      Marie Petach

              	
                Name:

              	 	 
      


      

      


      
        	
                Title:  Managing
      Director & Chief Financial Officer

              	
                Title:

              	 	 
      


      

      



      
        
          
             

          

           


        

        
          ■  Commercial
Paper Dealer Agreement 4(2) Program  ■ 12

          
            

          

        

        
           


        

      


       

      Addendum

       

      The
following additional clauses shall apply to the Agreement and be deemed a part
thereof.

       

       

      
        	
                1.

              	
                The
      other dealers referred to in clause (b) of Section 1.2 of the Agreement
      are Citigroup
      Global Markets Inc., Credit Suisse Securities (USA) LLC and Banc of
      America Securities LLC.

              


      

       

      
        	
                2.

              	
                The
      addresses of the respective parties for purposes of notices under Section
      7.1 are as follows:

              


      

       

       

      For
the Issuer:

       

      Address:  40
East 52nd
Street, New York, New York  10022

       

      Attention:  Amy
Engel

       

      Telephone
number:  (212) 810-5547

       

      Fax
number:  (212) 810-8765

       

      For
the Dealer:

       

      Address:  745
7th
Avenue, 2nd
Floor, New York, New York  10019

       

      Attention:  Joann
Petrossian

       

      Telephone
number:  (212) 526-0731

       

      Fax
number:  (646) 758-4012

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

       

      Model
Opinion of Counsel to Issuer1

       

      [Date]

       

      [Name
and Address of Dealer]

       

       

      Ladies
and Gentlemen:

       

       

      We
have acted as counsel to                            ,
a                            
corporation (the “Issuer”), in connection with the proposed offering and sale by
the Issuer in the United States of commercial paper in the form of short-term
promissory notes (the “Notes”).

       

       

      In
our capacity as such counsel, we have examined a specimen form of Note, an
executed copy of the Commercial Paper Dealer Agreement dated                            ,
_____ (the “Agreement”) between the Issuer and [Name of Dealer] (the “Dealer”),
and the Issuing and Paying Agency Agreement dated _____________ , _____ (the
“Issuing and Paying Agency Agreement”) between the Issuer and _____, as issuing
and paying agent (the “Issuing and Paying Agent”) as well as originals, or
copies certified or otherwise identified to our satisfaction, of such other
records and documents as we have deemed necessary as a basis for the opinions
expressed below. In such examination, we have assumed the genuineness of all
documents submitted to us as originals, and the conformity to the originals of
all documents submitted to us as copies.

       

       

      Capitalized
terms used herein without definition are used as defined in the
Agreement.

       

      Based
upon the foregoing, it is our opinion that:

       

      
        	
                 
      

              	
                1.

              	
                The
      Issuer is a corporation duly organized, validly existing and in good
      standing under the laws of the state of                            
      and has all the requisite power and authority to execute, deliver and
      perform its obligations under the Notes, the Agreement and the Issuing and
      Paying Agency Agreement.

              


      

       

       

      
        	
                 
      

              	
                2.

              	
                Each
      of the Agreement and the Issuing and Paying Agency Agreement has been duly
      authorized, executed and delivered by the Issuer and constitutes a legal,
      valid and binding obligation of the Issuer enforceable against the Issuer
      in accordance with its terms subject to applicable bankruptcy, insolvency
      and similar laws affecting creditors’ rights generally, and subject, as to
      enforceability, to general principles of equity (regardless of whether
      enforcement is sought in a proceeding in equity or at law), and except as
      rights under the Agreement to indemnity and contribution may be limited by
      federal or state laws.

              


      

       

       

      
        	
                 
      

              	
                3.

              	
                The
      Notes have been duly authorized, and when issued as provided in the
      Issuing and Paying Agency Agreement, will be duly and validly issued and
      will constitute legal, valid and binding obligations of the Issuer
      enforceable against the Issuer in accordance with their terms, subject to
      applicable bankruptcy, insolvency and similar laws affecting creditors’
      rights

              


      

       

      

        


      
        
          	
                  1

                	
                  Set
      forth below are the operative provisions on which the Dealer will
      generally expect a legal opinion. Parties should recognize that there may
      be additions to the Dealer’s opinion request, and variations as to the
      opinion language, depending on the details of the transaction and the
      differing opinion practices of law firms; it may also be necessary to
      split the opinion between two or more counsel where no one counsel is in a
      position to opine as to all subjects or in all relevant
      jurisdictions.

                


        

         

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                generally,
      and subject, as to enforceability, to general principles of equity
      (regardless of whether enforcement is sought in a proceeding in equity or
      at law).

              


      

       

       

      
        	
                 
      

              	
                4.

              	
                The
      issuance and sale of Notes under the circumstances contemplated by the
      Agreement and the Issuing and Paying Agency Agreement do not require
      registration of the Notes under the Securities Act of 1933, as amended,
      pursuant to the exemption from registration contained in Section 4(2)
      thereof [and Regulation D thereunder], and do not require compliance with
      any provision of the Trust Indenture Act of 1939, as amended; and the
      Notes will rank at least pari passu with all other unsecured and
      unsubordinated indebtedness of the
Issuer.

              


      

       

       

      
        	
                 
      

              	
                5.

              	
                [Except
      as provided in Section 1.6(j) of the Agreement,].2 No consent or action of, or filing or
      registration with, any governmental or public regulatory body or
      authority, including the Securities and Exchange Commission, is required
      to authorize, or is otherwise required in connection with the execution,
      delivery or performance of, the Agreement, the Notes or the Issuing and
      Paying Agency Agreement, except as may be required by the securities or
      Blue Sky laws of the various states in connection with the offer and sale
      of the Notes.

              


      

       

       

      
        	
                 
      

              	
                6.

              	
                Neither
      the execution and delivery of the Agreement and the Issuing and Paying
      Agency Agreement, nor the issuance of the Notes in accordance with the
      Issuing and Paying Agency Agreement, nor the fulfillment of or compliance
      with the terms and provisions of either thereof by the Issuer, will (i)
      result in the creation or imposition of any mortgage, lien, charge or
      encumbrance of any nature whatsoever upon any of the properties or assets
      of the Issuer, or (ii) violate or result in a breach or default under any
      of the terms of the Issuer’s charter documents or by-laws, any contract or
      instrument to which the Issuer is a party or by which it or its property
      is bound, or any law or regulation, or any order, writ, injunction or
      decree of any court or government instrumentality, to which the Issuer is
      subject or by which it or its property is
bound.

              


      

       

       

      
        	
                 
      

              	
                7.

              	
                There
      is no litigation or governmental proceeding pending, or to the knowledge
      of the Issuer threatened, against or affecting the Issuer or any of its
      subsidiaries which might result in a material adverse change in the
      condition (financial or otherwise), operations or business prospects of
      the Issuer or the ability of the Issuer to perform its obligations under
      the Agreement, the Notes or the Issuing and Paying Agency
      Agreement.

              


      

       

       

      
        	
                 
      

              	
                8.

              	
                The
      Issuer is not an “investment company” within the meaning of the Investment
      Company Act of 1940, as amended.3

              


      

       

       

      
        	
                 
      

              	
                9.

              	
                As
      a condition to the admissibility in evidence of the Agreement, the Issuing
      and Paying Agency Agreement or the Notes in [foreign jurisdiction], it is
      not necessary that the Agreement, the Issuing and Paying Agency Agreement
      or the Notes be filed or recorded with any court or other authority. [All
      documentary evidence in a foreign language to be submitted 

                 

              


      

       

       

      
        

        
          
            	
                    2

                  	
                    To
      be added where the parties wish to fully rely on the safe harbor in Rule
      506. See Guidance Note relating to Section 1.6 generally and paragraph 2
      in the Addendum.

                  


          

            

        

        
          
            	
                    3

                  	
                    The
      phrase “or an entity controlled by an investment company” is not included
      in this paragraph or in the representation in Section 2.9 of the
      Agreement. See Guidance Note to Section 2.9 for a description of the
      limited circumstances where this phrase should be
  included.

                  


          

           

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

         

        
          	 	 	to a court in
      [foreign jurisdiction] must be in, or translated into, the [foreign
      jurisdiction] language and certified by a duly qualified official
      translator in [foreign jurisdiction]].4


        

         

      

       

      
        	
                 
      

              	
                10.

              	
                Under
      the laws of [foreign jurisdiction], neither the Issuer nor any of its
      revenues, assets or properties has any right of immunity from service of
      process or from the jurisdiction of competent courts of [foreign
      jurisdiction] or the United States or the State of New York in connection
      with any suit, action or proceeding, attachment prior to judgment,
      attachment in aid of execution of a judgment, or execution of a judgment
      or from any other legal process with respect to its obligations under the
      Agreement, the Issuing and Paying Agency Agreement or the
      Notes.

              


      

       

       

      
        	
                 
      

              	
                11.

              	
                The
      Issuer is permitted to make all payments under the Agreement, the Issuing
      and Paying Agency Agreement and the Notes (to holders of the Notes that
      are non-residents of [foreign jurisdiction]), free and clear of and
      without deduction or withholding for or on account of any taxes or other
      governmental charges imposed by [foreign jurisdiction]. There is no stamp
      or documentary tax or other charge imposed by any governmental agency
      having jurisdiction over the Issuer in connection with the execution,
      delivery, issuance, payment, performance, enforcement or introduction into
      evidence in a court of [foreign jurisdiction] of the Agreement, the
      Issuing and Paying Agency Agreement or any
Note.

              


      

       

       

      
        	
                 
      

              	
                12.

              	
                The
      choice of New York law to govern the Agreement, the Issuing and Paying
      Agency Agreement and the Notes is, under the laws of [foreign
      jurisdiction], a valid, effective and irrevocable choice of
      law.

              


      

       

       

      
        	
                 
      

              	
                13.

              	
                The
      submission by the Issuer, in the Agreement, to the jurisdiction of the
      courts of the United States District Court and the State of New York
      located in the Borough of Manhattan is valid and binding upon the Issuer
      under the laws of [foreign
jurisdiction].

              


      

       

       

      
        	
                 
      

              	
                14.

              	
                Any
      final judgment rendered by any Federal or State court of competent
      jurisdiction located in the State of New York in an action to enforce the
      obligations of the Issuer under the Agreement, the Issuing and Paying
      Agency Agreement or the Notes is capable of being enforced in the courts
      of [foreign jurisdiction].

              


      

       

       

      This
opinion may be delivered to the Issuing and Paying Agent, each holder from time
to time of Notes and any nationally recognized rating agency (in connection with
the rating of the Notes), each of which may rely on this opinion to the same
extent as if such opinion were addressed to it.

       

       

      Very
truly yours,

       

       

      
        

      

      
        
          	
                  4

                	
                  Paragraphs
      9 through 14 will only be necessary where the Issuer is a foreign
      entity.

                


        

         

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      Exhibit
A

       

      Form
of Legend for Private Placement Memorandum and Notes

       

      THE
NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY
BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  BY
ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I) IT
HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER
AND THE NOTES, (II) IT IS ACQUIRING SUCH NOTES FOR INVESTMENT PURPOSES ONLY AND
IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF, (III) IT
HAS NOT PURCHASED THE NOTES AS A RESULT OF ANY GENERAL SOLICITATION OR
ADVERTISING (AS THOSE TERMS ARE USED IN REGULATION D UNDER THE ACT) OR IN ANY
MANNER INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE
ACT, (IV) IT IS NOT RELYING ON ANY COMMUNICATION (WRITTEN OR ORAL) OF THE ISSUER
AS INVESTMENT ADVICE OR AS A RECOMMENDATION TO PURCHASE THE NOTES, AND (V) IT IS
EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN “INSTITUTIONAL ACCREDITED INVESTOR” OR “SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR”, RESPECTIVELY) AND WHICH (i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE
IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING AND
BEARING THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS
THAN $5 MILLION IN INVESTMENTS  AND (2) PURCHASING NOTES FOR (i) ITS
OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS
AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF
THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES
FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR; OR (B) A
QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE
ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS,
EACH OF WHICH ACCOUNTS IS A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE
THAT THE SELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF
SECTION 5 OF THE ACT PROVIDED BY RULE 144A.  BY ITS ACCEPTANCE OF A
NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR
OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE ACT, (1) TO THE ISSUER OR TO A PLACEMENT AGENT DESIGNATED
BY THE ISSUER AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE “PLACEMENT
AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2)
THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR, SOPHISTICATED
INDIVIDUAL ACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT
MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF
$250,000.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      Exhibit
B

       

      Further
Provisions Relating to Indemnification

       

      
        	
                (a)

              	
                The
      Issuer agrees to reimburse each Indemnitee for all expenses (including
      reasonable fees and disbursements of internal and external counsel) as
      they are incurred by it in connection with investigating or defending any
      loss, claim, damage, liability or action in respect of which
      indemnification may be sought under Section 5 of the Agreement (whether or
      not it is a party to any such
proceedings).

              


      

       

       

      
        	
                (b)

              	
                Promptly
      after receipt by an Indemnitee of notice of the existence of a Claim, such
      Indemnitee will, if a claim in respect thereof is to be made against the
      Issuer, notify the Issuer in writing of the existence thereof; provided
      that (i) the omission so to notify the Issuer will not relieve the Issuer
      from any liability which it may have hereunder unless and except to the
      extent it did not otherwise learn of such Claim and such failure results
      in the forfeiture by the Issuer of substantial rights and defenses, and
      (ii) the omission so to notify the Issuer will not relieve it from
      liability which it may have to an Indemnitee otherwise than on account of
      this indemnity agreement. In case any such Claim is made against any
      Indemnitee and it notifies the Issuer of the existence thereof, the Issuer
      will be entitled to participate therein, and to the extent that it may
      elect by written notice delivered to the Indemnitee, to assume the defense
      thereof, with counsel reasonably satisfactory to such Indemnitee; provided
      that if the defendants in any such Claim include both the Indemnitee and
      the Issuer, and the Indemnitee shall have concluded that there may be
      legal defenses available to it which are different from or additional to
      those available to the Issuer, the Issuer shall not have the right to
      direct the defense of such Claim on behalf of such Indemnitee, and the
      Indemnitee shall have the right to select separate counsel to assert such
      legal defenses on behalf of such Indemnitee. Upon receipt of notice from
      the Issuer to such Indemnitee of the Issuer’s election so to assume the
      defense of such Claim and approval by the Indemnitee of counsel, the
      Issuer will not be liable to such Indemnitee for expenses incurred
      thereafter by the Indemnitee in connection with the defense thereof (other
      than reasonable costs of investigation) unless (i) the Indemnitee shall
      have employed separate counsel in connection with the assertion of legal
      defenses in accordance with the proviso to the next preceding sentence (it
      being understood, however, that the Issuer shall not be liable for the
      expenses of more than one separate counsel (in addition to any local
      counsel in the jurisdiction in which any Claim is brought), approved by
      the Dealer, representing the Indemnitee who is party to such Claim), (ii)
      the Issuer shall not have employed counsel reasonably satisfactory to the
      Indemnitee to represent the Indemnitee within a reasonable time after
      notice of existence of the Claim or (iii) the Issuer has authorized in
      writing the employment of counsel for the Indemnitee. The indemnity,
      reimbursement and contribution obligations of the Issuer hereunder shall
      be in addition to any other liability the Issuer may otherwise have to an
      Indemnitee and shall be binding upon and inure to the benefit of any
      successors, assigns, heirs and personal representatives of the Issuer and
      any Indemnitee. The Issuer agrees that without the Dealer’s prior written
      consent, it will not settle, compromise or consent to the entry of any
      judgment in any Claim in respect of which indemnification may be sought
      under the indemnification provision of the Agreement (whether or not the
      Dealer or any other Indemnitee is an actual or potential party to such
      Claim), unless such settlement, compromise or consent (i) includes an
      unconditional release of each Indemnitee from all liability arising out of
      such Claim and (ii) does not include a statement as to or an admission of
      fault, culpability or failure to act, by or on behalf of any
      Indemnitee.

              


      

       

      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      Exhibit
C

       

      Statement
of Terms for Interest – Bearing Commercial Paper Notes of [Name of
Issuer]

       

      THE
PROVISIONS SET FORTH BELOW ARE QUALIFIED TO THE EXTENT APPLICABLE BY THE
TRANSACTION SPECIFIC [PRICING] [PRIVATE PLACEMENT MEMORANDUM] SUPPLEMENT (THE
“SUPPLEMENT”) (IF ANY) SENT TO EACH PURCHASER AT THE TIME OF THE
TRANSACTION.

       

       

      
        	
                 
      

              	
                1.

              	
                 General. (a)
      The obligations of the Issuer to which these terms apply (each a “Note”)
      are represented by one or more Master Notes (each, a “Master Note”) issued
      in the name of (or of a nominee for) The Depository Trust Company (“DTC”),
      which Master Note includes the terms and provisions for the Issuer’s
      Interest-Bearing Commercial Paper Notes that are set forth in this
      Statement of Terms, since this Statement of Terms constitutes an integral
      part of the Underlying Records as defined and referred to in the Master
      Note.

              


      

       

       

      (b)
“Business Day” means any day other than a Saturday or Sunday that is neither a
legal holiday nor a day on which banking institutions are authorized or required
by law, executive order or regulation to be closed in New York City and, with
respect to LIBOR Notes (as defined below) is also a London Business Day. “London
Business Day” means, a day, other than a Saturday or Sunday, on which dealings
in deposits in U.S. dollars are transacted in the London interbank
market.

       

       

      
        	
                 
      

              	
                2.

              	
                Interest. (a)
      Each Note will bear interest at a fixed rate (a “Fixed Rate Note”) or at a
      floating rate (a “Floating Rate
Note”).

              


      

       

       

      (b) The
Supplement sent to each holder of such Note will describe the following terms:
(i) whether such Note is a Fixed Rate Note or a Floating Rate Note and whether
such Note is an Original Issue Discount Note (as defined below); (ii) the date
on which such Note will be issued (the “Issue Date”); (iii) the Stated Maturity
Date (as defined below); (iv) if such Note is a Fixed Rate Note, the rate per
annum at which such Note will bear interest, if any, and the Interest Payment
Dates; (v) if such Note is a Floating Rate Note, the Base Rate, the Index
Maturity, the Interest Reset Dates, the Interest Payment Dates and the Spread
and/or Spread Multiplier, if any (all as defined below), and any other terms
relating to the particular method of calculating the interest rate for such
Note; and (vi) any other terms applicable specifically to such Note. “Original
Issue Discount Note” means a Note which has a stated redemption price at the
Stated Maturity Date that exceeds its Issue Price by more than a specified de
minimis amount and which the Supplement indicates will be an “Original Issue
Discount Note”.

       

       

      (c) Each
Fixed Rate Note will bear interest from its Issue Date at the rate per annum
specified in the Supplement until the principal amount thereof is paid or made
available for payment. Interest on each Fixed Rate Note will be payable on the
dates specified in the Supplement (each an “Interest Payment Date” for a Fixed
Rate Note) and on the Maturity Date (as defined below). Interest on Fixed Rate
Notes will be computed on the basis of a 360-day year of twelve 30-day
months.

       

       

      If
any Interest Payment Date or the Maturity Date of a Fixed Rate Note falls on a
day that is not a Business Day, the required payment of principal, premium, if
any, and/or interest will be payable on the next succeeding Business Day, and no
additional interest will accrue in respect of the payment made on that next
succeeding Business Day.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

       

      (d)
The interest rate on each Floating Rate Note for each Interest Reset Period (as
defined below) will be determined by reference to an interest rate basis (a
“Base Rate”) plus or minus a number of basis points (one basis point equals
one-hundredth of a percentage point) (the “Spread”), if any, and/or multiplied
by a certain percentage (the “Spread Multiplier”), if any, until the principal
thereof is paid or made available for payment. The Supplement will designate
which of the following Base Rates is applicable to the related Floating Rate
Note: (a) the CD Rate (a “CD Rate Note”), (b) the Commercial Paper Rate (a
“Commercial Paper Rate Note”), (c) the Federal Funds Rate (a “Federal Funds Rate
Note”), (d) LIBOR (a “LIBOR Note”), (e) the Prime Rate (a “Prime Rate Note”),
(f) the Treasury Rate (a “Treasury Rate Note”) or (g) such other Base Rate as
may be specified in such Supplement.

       

       

      The
rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly or semi-annually (the “Interest Reset Period”). The date or
dates on which interest will be reset (each an “Interest Reset Date”) will be,
unless otherwise specified in the Supplement, in the case of Floating Rate Notes
which reset daily, each Business Day, in the case of Floating Rate Notes (other
than Treasury Rate Notes) that reset weekly, the Wednesday of each week; in the
case of Treasury Rate Notes that reset weekly, the Tuesday of each week; in the
case of Floating Rate Notes that reset monthly, the third Wednesday of each
month; in the case of Floating Rate Notes that reset quarterly, the third
Wednesday of March, June, September and December; and in the case of Floating
Rate Notes that reset semiannually, the third Wednesday of the two months
specified in the Supplement. If any Interest Reset Date for any Floating Rate
Note is not a Business Day, such Interest Reset Date will be postponed to the
next day that is a Business Day, except that in the case of a LIBOR Note, if
such Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day. Interest on each Floating
Rate Note will be payable monthly, quarterly or semiannually (the “Interest
Payment Period”) and on the Maturity Date. Unless otherwise specified in the
Supplement, and except as provided below, the date or dates on which interest
will be payable (each an “Interest Payment Date” for a Floating Rate Note) will
be, in the case of Floating Rate Notes with a monthly Interest Payment Period,
on the third Wednesday of each month; in the case of Floating Rate Notes with a
quarterly Interest Payment Period, on the third Wednesday of March, June,
September and December; and in the case of Floating Rate Notes with a semiannual
Interest Payment Period, on the third Wednesday of the two months specified in
the Supplement. In addition, the Maturity Date will also be an Interest Payment
Date.

       

       

      If
any Interest Payment Date for any Floating Rate Note (other than an Interest
Payment Date occurring on the Maturity Date) would otherwise be a day that is
not a Business Day, such Interest Payment Date shall be postponed to the next
day that is a Business Day, except that in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date shall be the immediately preceding Business Day. If the Maturity Date of a
Floating Rate Note falls on a day that is not a Business Day, the payment of
principal and interest will be made on the next succeeding Business Day, and no
interest on such payment shall accrue for the period from and after such
maturity.

       

       

      Interest
payments on each Interest Payment Date for Floating Rate Notes will include
accrued interest from and including the Issue Date or from and including the
last date in respect of which interest has been paid, as the case may be, to,
but excluding, such Interest Payment Date. On the Maturity Date, the interest
payable on a Floating Rate Note will include interest accrued to, but excluding,
the Maturity Date. Accrued interest will be calculated by multiplying the
principal amount of a Floating Rate Note by an accrued interest factor. This
accrued interest factor will be

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      computed
by adding the interest factors calculated for each day in the period for which
accrued interest is being calculated. The interest factor (expressed as a
decimal) for each such day will be computed by dividing the interest rate
applicable to such day by 360, in the cases where the Base Rate is the CD Rate,
Commercial Paper Rate, Federal Funds Rate, LIBOR or Prime Rate, or by the actual
number of days in the year, in the case where the Base Rate is the Treasury
Rate. The interest rate in effect on each day will be (i) if such day is an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date, or
(ii) if such day is not an Interest Reset Date, the interest rate with respect
to the Interest Determination Date pertaining to the next preceding Interest
Reset Date, subject in either case to any adjustment by a Spread and/or a Spread
Multiplier.

       

       

      The
“Interest Determination Date” where the Base Rate is the CD Rate or the
Commercial Paper Rate will be the second Business Day next preceding an Interest
Reset Date. The Interest Determination Date where the Base Rate is the Federal
Funds Rate or the Prime Rate will be the Business Day next preceding an Interest
Reset Date. The Interest Determination Date where the Base Rate is LIBOR will be
the second London Business Day next preceding an Interest Reset Date. The
Interest Determination Date where the Base Rate is the Treasury Rate will be the
day of the week in which such Interest Reset Date falls when Treasury Bills are
normally auctioned. Treasury Bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is held
on the following Tuesday or the preceding Friday. If an auction is so held on
the preceding Friday, such Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding
week.

       

       

      The
“Index Maturity” is the period to maturity of the instrument or obligation from
which the applicable Base Rate is calculated.

       

       

      The
“Calculation Date,” where applicable, shall be the earlier of (i) the tenth
calendar day following the applicable Interest Determination Date or (ii) the
Business Day preceding the applicable Interest Payment Date or Maturity
Date.

       

       

      All
times referred to herein reflect New York City time, unless otherwise
specified.

       

       

      The
Issuer shall specify in writing to the Issuing and Paying Agent which party will
be the calculation agent (the “Calculation Agent”) with respect to the Floating
Rate Notes. The Calculation Agent will provide the interest rate then in effect
and, if determined, the interest rate which will become effective on the next
Interest Reset Date with respect to such Floating Rate Note to the Issuing and
Paying Agent as soon as the interest rate with respect to such Floating Rate
Note has been determined and as soon as practicable after any change in such
interest rate.

       

       

      All
percentages resulting from any calculation on Floating Rate Notes will be
rounded to the nearest one hundred-thousandth of a percentage point, with
five-one millionths of a percentage point rounded upwards. For example,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar
amounts used in or resulting from any calculation on Floating Rate Notes will be
rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a
foreign currency, to the nearest unit (with one-half cent or unit being rounded
upwards).

       

       

      CD
Rate Notes

       

      “CD
Rate” means the rate on any Interest Determination Date for negotiable
certificates of deposit having the Index Maturity as published by the Board of
Governors of the Federal Reserve System (the “FRB”) in “Statistical Release
H.15(519), Selected Interest Rates” or any successor publication of the FRB
(“H.15(519)”) under the heading “CDs (Secondary Market)”.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      If
the above rate is not published in H.15(519) by 3:00 p.m. on the Calculation
Date, the CD Rate will be the rate on such Interest Determination Date set forth
in the daily update of H.15(519), available through the world wide website of
the FRB at http://www.federalreserve.gov/releases/h15/Update,
or any successor site or publication or other recognized electronic source used
for the purpose of displaying the applicable rate (“H.15 Daily Update”) under
the caption “CDs (Secondary Market)”.

       

       

      If
such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m.
on the Calculation Date, the Calculation Agent will determine the CD Rate to be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m. on
such Interest Determination Date of three leading nonbank dealers5 in negotiable U.S. dollar certificates of
deposit in New York City selected by the Calculation Agent for negotiable U.S.
dollar certificates of deposit of major United States money center banks of the
highest credit standing in the market for negotiable certificates of deposit
with a remaining maturity closest to the Index Maturity in the denomination of
$5,000,000.

       

       

      If
the dealers selected by the Calculation Agent are not quoting as set forth
above, the CD Rate will remain the CD Rate then in effect on such Interest
Determination Date.

       

       

      Commercial
Paper Rate Notes

       

      “Commercial
Paper Rate” means the Money Market Yield (calculated as described below) of the
rate on any Interest Determination Date for commercial paper having the Index
Maturity, as published in H.15(519) under the heading “Commercial
Paper-Nonfinancial”.

       

       

      If
the above rate is not published in H.15(519) by 3:00 p.m. on the Calculation
Date, then the Commercial Paper Rate will be the Money Market Yield of the rate
on such Interest Determination Date for commercial paper of the Index Maturity
as published in H.15 Daily Update under the heading “Commercial
Paper-Nonfinancial”.

       

       

      If
by 3:00 p.m. on such Calculation Date such rate is not published in either
H.15(519) or H.15 Daily Update, then the Calculation Agent will determine the
Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the
offered rates as of 11:00 a.m. on such Interest

       

       

      Determination
Date of three leading dealers of U.S. dollar commercial paper in New York City
selected by the Calculation Agent for commercial paper of the Index Maturity
placed for an industrial issuer whose bond rating is “AA,” or the equivalent,
from a nationally recognized statistical rating organization.

       

       

      If
the dealers selected by the Calculation Agent are not quoting as mentioned
above, the Commercial Paper Rate with respect to such Interest Determination
Date will remain the Commercial Paper Rate then in effect on such Interest
Determination Date.

       

       

      “Money
Market Yield” will be a yield calculated in accordance with the following
formula:

       

      

       

      
      

      

        


      
        
          	
                  5

                	
                  Such
      nonbank dealers referred to in this Statement of Terms may include
      affiliates of the Dealer.

                


        

      

       

      
        


        
          
            
               


            

            
              
              

              
                

              

            

            
               


            

          

        

      

       

       

      where
“D” refers to the applicable per annum rate for commercial paper quoted on a
bank discount basis and expressed as a decimal and “M” refers to the actual
number of days in the interest period for which interest is being
calculated.

       

       

      Federal
Funds Rate Notes

       

      “Federal
Funds Rate” means the rate on any Interest Determination Date for Federal Funds
as published in Reuters (or any successor service) on page FEDFUNDS1 under the
heading “EFFECT” (or any other page as may replace the specified page on that
service) (“Reuters Page FEDFUNDS1”).

       

       

      If
the above rate does not appear on Reuters Page FEDFUNDS1 or is not so published
by 3:00 p.m. on the Calculation Date, the Federal Funds Rate will be the rate on
such Interest Determination Date as published in H.15 Daily Update under the
heading “Federal Funds/(Effective)”.

       

       

      If
such rate is not published as described above by 3:00 p.m. on the Calculation
Date, the Calculation Agent will determine the Federal Funds Rate to be the
arithmetic mean of the rates for the last transaction in overnight U.S. dollar
federal funds arranged by each of three leading brokers of Federal Funds
transactions in New York City selected by the Calculation Agent prior to 9:00
a.m. on such Interest Determination Date.

       

       

      If
the brokers selected by the Calculation Agent are not quoting as mentioned
above, the Federal Funds Rate will remain the Federal Funds Rate then in effect
on such Interest Determination Date.

       

       

      LIBOR
Notes

       

      The
London Interbank offered rate (“LIBOR”) means, with respect to any Interest
Determination Date, the rate for deposits in U.S. dollars having the Index
Maturity that appears on the Designated LIBOR Page as of 11:00 a.m., London
time, on such Interest Determination Date.

       

       

      If
no rate appears, LIBOR will be determined on the basis of the rates at
approximately 11:00 a.m., London time, on such Interest Determination Date at
which deposits in U.S. dollars are offered to prime banks in the London
interbank market by four major banks in such market selected by the Calculation
Agent for a term equal to the Index Maturity and in principal amount equal to an
amount that in the Calculation Agent’s judgment is representative for a single
transaction in U.S. dollars in such market at such time (a “Representative
Amount”). The Calculation Agent will request the principal London office of each
of such banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR for such interest period will
be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in New
York City, on such Interest Determination Date by three major banks in New York
City, selected by the Calculation Agent, for loans in U.S. dollars to leading
European banks, for a term equal to the Index Maturity and in a Representative
Amount; provided, however, that if fewer than three banks so selected by the
Calculation Agent are providing such quotations, the then existing LIBOR rate
will remain in effect for such Interest Payment Period.

       

       

      “Designated
LIBOR Page” means Reuters Screen LIBOR01 Page or any replacement page or pages
on which London interbank rates of major banks for the Index Currency are
displayed.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      Prime
Rate Notes

       

      “Prime
Rate” means the rate on any Interest Determination Date as published in
H.15(519) under the heading “Bank Prime Loan”.

       

       

      If
the above rate is not published in H.15(519) prior to 3:00 p.m. on the
Calculation Date, then the Prime Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update opposite the caption “Bank
Prime Loan”.

       

       

      If
the rate is not published prior to 3:00 p.m. on the Calculation Date in either
H.15(519) or H.15 Daily Update, then the Calculation Agent will determine the
Prime Rate to be the arithmetic mean of the rates of interest publicly announced
by each bank that appears on the Reuters Screen US PRIME1 Page (as defined
below) as such bank’s prime rate or base lending rate as of 11:00 a.m., on that
Interest Determination Date.

       

       

      If
fewer than four such rates referred to above are so published by 3:00 p.m. on
the Calculation Date, the Calculation Agent will determine the Prime Rate to be
the arithmetic mean of the prime rates or base lending rates quoted on the basis
of the actual number of days in the year divided by 360 as of the close of
business on such Interest Determination Date by three major banks in New York
City selected by the Calculation Agent.

       

       

      If
the banks selected are not quoting as mentioned above, the Prime Rate will
remain the Prime Rate in effect on such Interest Determination
Date.

       

       

      “Reuters
Screen US Prime1 Page” means the display designated as page “USPrime1” of the
Reuters Service, or any successor service, or any replacement page or pages on
that service, for the purpose of displaying prime rates or base lending rates of
major U.S. banks.

       

       

      Treasury
Rate Notes

       

      “Treasury
Rate” means:

       

       

      (1)
the rate from the auction held on the Interest Determination Date (the
“Auction”) of direct obligations of the United States (“Treasury Bills”) having
the Index Maturity specified in the applicable pricing supplement above under
the caption “INVESTMENT RATE”, as that rate appears on Reuters Screen
USAUCTION10 or USAUCTION11 Page under the heading “Investment Rate” (or any
other page as may replace the specified page on that service or a successor
service), or

       

       

      (2)
if the rate referred to in clause (1) is not so published by 3:00 p.m. on the
related Calculation Date, the Bond Equivalent Yield (as defined below) of the
rate for the applicable Treasury Bills as published in H.15 Daily Update, under
the caption “U.S. Government Securities/Treasury Bills/Auction High”,
or

       

       

      (3)
if the rate referred to in clause (2) is not so published by 3:00 p.m. on the
related Calculation Date, the Bond Equivalent Yield of the auction rate of the
applicable Treasury Bills as announced by the United States Department of the
Treasury, or

       

       

      (4)
if the rate referred to in clause (3) is not so announced by the United States
Department of the Treasury, or if the Auction is not held, the Bond Equivalent
Yield of the rate on the particular

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      Interest
Determination Date of the applicable Treasury Bills as published in H.15(519)
under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”,
or

       

       

      (5)
if the rate referred to in clause (4) not so published by 3:00 p.m. on the
related Calculation Date, the rate on the particular Interest Determination Date
of the applicable Treasury Bills as published in H.15 Daily Update, under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market”,
or

       

       

      (6)
if the rate referred to in clause (5) is not so published by 3:00 p.m. on the
related Calculation Date, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m.
on that Interest Determination Date, of three primary United States government
securities dealers selected by the Calculation Agent, for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified in the
Supplement, or

       

       

      (7)
if the dealers so selected by the Calculation Agent are not quoting as mentioned
in clause (6), the Treasury Rate in effect on the particular Interest
Determination Date.

       

       

      “Bond
Equivalent Yield” means a yield (expressed as a percentage) calculated in
accordance with the following formula:

       

      

      
      

       

      where
“D” refers to the applicable per annum rate for Treasury Bills quoted on a bank
discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case
may be, and “M” refers to the actual number of days in the applicable Interest
Reset Period.

       

       

      
        	
                 
      

              	
                3.

              	
                Final Maturity.
      The Stated Maturity Date for any Note will be the date so specified in the
      Supplement, which shall be no later than 397 days from the date of
      issuance. On its Stated Maturity Date, or any date prior to the Stated
      Maturity Date on which the particular Note becomes due and payable by the
      declaration of acceleration, each such date being referred to as a
      Maturity Date, the principal amount of each Note, together with accrued
      and unpaid interest thereon, will be immediately due and
      payable.

              


      

       

       

      
        	
                 
      

              	
                4.

              	
                Events of
      Default. The occurrence of any of the following shall constitute an
      “Event of Default” with respect to a Note: (i) default in any payment of
      principal of or interest on such Note (including on a redemption thereof);
      (ii) the Issuer makes any compromise arrangement with its creditors
      generally including the entering into any form of moratorium with its
      creditors generally; (iii) a court having jurisdiction shall enter a
      decree or order for relief in respect of the Issuer in an involuntary case
      under any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, or there shall be appointed a receiver,
      administrator, liquidator, custodian, trustee or sequestrator (or similar
      officer) with respect to the whole or substantially the whole of the
      assets of the Issuer and any such decree, order or appointment is not
      removed, discharged or withdrawn within 60 days thereafter; or (iv) the
      Issuer shall commence a voluntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, or consent to
      the entry of an order for relief in an involuntary case under any such
      law, or consent to the appointment of or taking possession by a receiver,
      administrator, liquidator, assignee, custodian, trustee or sequestrator
      (or similar official), with respect to the whole or substantially the
      whole of the assets of the Issuer or make any general assignment for the
      benefit of creditors. Upon the occurrence of an Event
  of

              


      

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                Default,
      the principal of each obligation evidenced by such Note (together with
      interest accrued and unpaid thereon) shall become, without any notice or
      demand, immediately due and payable.6

              


      

       

       

      
        	
                 
      

              	
                5.

              	
                Obligation
      Absolute. No provision of the Issuing and Paying Agency Agreement
      under which the Notes are issued shall alter or impair the obligation of
      the Issuer, which is absolute and unconditional, to pay the principal of
      and interest on each Note at the times, place and rate, and in the coin or
      currency, herein prescribed.

              


      

       

       

      
        	
                 
      

              	
                6.

              	
                Supplement. Any
      term contained in the Supplement shall supercede any conflicting term
      contained herein.

              


      

       

      

        


      
        
          	
                  6

                	
                  Unlike
      single payment notes, where a default arises only at the stated maturity,
      interest-bearing notes with multiple payment dates should contain a
      default provision permitting acceleration of the maturity if the Issuer
      defaults on an interest payment.

                


        

         

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      Model
Certificate as to Resolutions7

       

      [Name
of Issuer]

       

      I,
                                         ,
the [Assistant] Secretary of                                                   ,
a                                      
corporation (the “Issuer”), do hereby certify, in connection with the issuance
and sale of short-term promissory notes under the Commercial Paper Dealer
Agreement dated                              ,
____ (the “Agreement”, the terms defined therein being used herein as therein
defined) between the Issuer and                              
(the “Dealer”), that:

       

       

      
        	
                 
      

              	
                1.

              	
                The
      following resolution was duly adopted by the Board of Directors of the
      Issuer [by unanimous written consent dated ____________, ___] [at a meeting
      thereof duly called and held on ______________, _____, at which meeting a
      quorum was present and acting throughout], and such resolution has not
      been amended, modified or revoked and is in full force and effect on the
      date hereof:

              


      

       

      RESOLVED,
that the Chairman of the Board, the President, the Executive Vice President, any
Vice President and the Treasurer of the Issuer be, and each of them hereby is,
individually authorized to: (i) borrow for the use and benefit of the Issuer
from time to time through the issuance of commercial paper notes;8 (ii) execute such commercial paper notes in
the name and on behalf of the Issuer and issue such notes in accordance with the
Issuing and Paying Agency Agreement referred to below; (iii) execute and deliver
(A) a Commercial Paper Dealer Agreement between the Issuer and                              ,
as Dealer, providing, among other things, for the sale of commercial paper notes
on behalf of the Issuer and the indemnification of the Dealer in connection
therewith, (B) an Issuing and Paying Agency Agreement between the Issuer and
_____________ , as issuing and paying agent, and (C) a Letter of Representations
addressed to The Depository Trust Company; (iv) execute and file with the
Securities and Exchange Commission Form D and any and all amendments thereto, as
required by Section 1.6(j) of the Agreement;9 (v) delegate to any other officers or
employees of the Issuer authority to give instructions to the Dealer pursuant to
the Agreement; and (vi) do such acts and execute such other instruments and
documents as may be necessary and proper to effect the transactions contemplated
hereby including (a) amending documents referred to herein and (b) appointing
additional dealers and successors to any of the parties named.

       

      

        


      
        
          	
                  7

                	
                  This
      model certificate will serve as a guide for resolutions adopted by the
      Issuer. Any resolutions actually adopted, regardless of form, should cover
      all the substantive matters covered in this model, and a certificate
      substantially to the effect of this model is required to be delivered to
      the Dealer under Section 3.6(c) of the
  Agreement.

                


        

         

      

      
        
          	
                  8

                	
                  The
      reference to a specific dollar amount was removed in order to provide
      issuers flexibility with respect to the total amount of commercial paper
      issued without having to update the
Resolutions.

                


        

         

      

      
        
          	
                  9

                	
                  Clause
      (iv) may be deleted if Section 1.6(j) is not part of the Agreement. See
      paragraph 2 of the Addendum and the Guidance Note relating to Section 1.6
      generally.

                


        

         

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                2.

              	
                Each
      of the Agreement and the Issuing and Paying Agency Agreement, as executed
      and delivered by the Issuer, is substantially in the form thereof approved
      by the Board of Directors and referred to in the resolution set forth in
      paragraph 1 hereof.

              


      

       

       

      IN
WITNESS WHEREOF, I have signed this certificate the               
day of               ,
              .

       

       

      


      
      

       

      
        	 	 	 	 
	 	 	[Assistant] Secretary