<PAGE>

                                                                     Exhibit 4.3

                                 $1,500,000,000

                            Hewlett-Packard Company

  Medium-Term Notes, Series A, Due Nine Months or More from the Date of Issue

                                AGENCY AGREEMENT

                                  May 16, 2001
<TABLE>
<S>                                        <C>                                       <C>
J.P. Morgan Securities Inc.                ABN AMRO Incorporated                     Banc of America Securities LLC
270 Park Avenue                            1325 Avenue of the Americas,              Bank of America Corporate Center
New York, NY 10017                         10th Floor                                NCI-007-07-01
                                           New York, NY 10019                        100 North Tryon Street
Bear, Stearns & Co. Inc.                                                             Charlotte, NC 28255
245 Park Avenue                            Credit Suisse First Boston
New York, NY 10167                         Corporation
                                           Eleven Madison Avenue                     Deutsche Banc Alex. Brown Inc.
Goldman, Sachs & Co.                       New York, NY 10010                        31 West 52nd Street
85 Broad Street                                                                      New York, NY 10019
New York, NY 10004                         HSBC Securities (USA) Inc.
                                           452 Fifth Avenue                          Merrill Lynch, Pierce, Fenner &
Morgan Stanley & Co.                       New York, NY 10018                        Smith Incorporated
Incorporated                                                                         4 World Financial Center
1585 Broadway                              Salomon Smith Barney Inc.                 New York, NY 10080
New York, NY 10036                         390 Greenwich Street
                                           New York, NY 10013                        The Williams Capital Group, L.P.
                                                                                     650 Fifth Avenue
                                                                                     New York, NY 10019
</TABLE>

Ladies and Gentlemen:

     1.  Introduction. Hewlett-Packard Company, a Delaware corporation (the
         ------------
"Issuer"), confirms its agreement with each of you (individually an "Agent" and
collectively the "Agents") with respect to the issue and sale from time to time
by the Issuer on or after the date hereof of up to $1,500,000,000 in aggregate
initial offering price of its Medium-Term Notes, Series A, Due Nine Months or
More from the Date of Issue (or for Medium-Term Notes, Series A, Due Nine Months
or More from the Date of Issue, denominated in currencies or currency units
other than U.S. dollars, the equivalent thereof based on the prevailing exchange
rates at the respective times such Medium-Term Notes, Series A Due Nine Months
or More from the Date of Issue are first offered) (the "Notes") as set forth
herein.

     On the basis of the representations and warranties contained herein but
subject to the terms and conditions stated herein and to the reservation by the
Issuer of the right to sell Notes directly to investors (other than broker-
dealers who have not executed this Agreement or otherwise agreed to the terms
contained herein) on its own behalf, the Issuer hereby  (i) appoints each of the
Agents as an agent of the Issuer for the purpose of soliciting offers to
purchase the Notes from the Issuer and (ii) agrees that, except as otherwise

                                       1
<PAGE>

contemplated herein, whenever it determines to sell Notes directly to any of the
Agents as principal for resale to others, it will enter into a separate
agreement, which may be a written agreement, substantially in the form of
Exhibit A hereto or an oral agreement confirmed in writing by such Agent (each a
"Terms Agreement") relating to such sale in accordance with Section 3(f) hereof.

     The terms and rights of the Notes shall be as specified in or established
pursuant to the Senior Debt Securities Indenture, dated as of June 1, 2000, as
supplemented to the date hereof  (the "Senior Indenture"), between the Issuer
and Chase Manhattan Bank and Trust Company, National Association, as trustee
(the "Trustee").  The Notes shall have the maturity ranges, annual interest
rates, redemption provisions, if any and other terms set forth in the Prospectus
referred to below as it may be amended or supplemented from time to time by the
Issuer in accordance with the Senior Indenture and the Procedures (as defined
below) or as otherwise agreed upon and, if applicable, will be specified in a
related Terms Agreement.

     2.  Representations and Warranties of the Issuer.  The Issuer represents
          --------------------------------------------
and warrants to, and agrees with, the Agents that as of the Closing Date, each
Representation Date, each Time of Delivery and each date on which the Issuer
accepts an offer to purchase Notes from an Agent as follows:

         (a)  The registration statement of the Issuer (No. 333-30786) relating
     to securities of the Issuer (collectively the "Registered Securities"),
     including the Notes, has been filed with the Securities and Exchange
     Commission (the "Commission") and has become effective and no stop order
     suspending the effectiveness of the Registration Statement has been issued
     and no proceeding for that purpose has been instituted or, to the knowledge
     of the Issuer, threatened (such registration statement, as amended as of
     the Closing Date (as defined in Section 3(e) hereof), including all
     material incorporated by reference therein, being hereinafter collectively
     referred to as the "Registration Statement" and the related prospectus
     included in such Registration Statement, as supplemented as of the Closing
     Date, including all material incorporated by reference therein, being
     hereinafter referred to as the "Prospectus"). Any reference in this
     Agreement to amending or supplementing the Prospectus shall be deemed to
     include the filing of materials incorporated by reference in the Prospectus
     after the Closing Date and any reference in this Agreement to any amendment
     or supplement to the Prospectus shall be deemed to include any such
     materials incorporated by reference in the Prospectus after the Closing
     Date.

         (b)  (i) On the effective date of the Registration Statement (the
     "Effective Date"), such Registration Statement complied, and on the Closing
     Date the Prospectus as then amended or supplemented will comply in all
     material respects with the applicable requirements of the Securities Act of
     1933 (the "Act") and the rules thereunder; (ii) on the Effective Date and
     on the Closing Date the Senior Indenture did or will comply in all material
     respects with the requirements of the Trust Indenture Act of 1939 (the
     "Trust Indenture Act") and the rules thereunder; (iii) on the Effective
     Date the Registration Statement did not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading; and
     (iv) on the Effective Date, the date of any filing pursuant to Rule 424(b)
     and on the Closing Date, the Prospectus did not or will not include any
     untrue statement of a material fact or omit to state any material fact
     necessary, in order to make the statements, in the light of the
     circumstances under which they were made, not misleading; except that the
     foregoing clauses (iii) and (iv) do not apply to statements in or omissions
     from any of such documents based upon written information furnished to the
     Issuer by any Agent specifically for use therein or that part of the
     Registration Statement which shall constitute the Statement of Eligibility
     and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.

                                       2
<PAGE>

          (c)  The Senior Indenture has been duly authorized, executed and
     delivered by the Issuer, has been duly qualified under the Trust Indenture
     Act, and constitutes a valid and binding obligation enforceable against the
     Issuer in accordance with its terms (subject to applicable bankruptcy,
     insolvency, fraudulent transfer, reorganization, arrangement, moratorium
     and other similar laws relating to or affecting the rights and remedies of
     creditors generally from time to time in effect, and subject to general
     principles of equity, regardless of whether such enforceability is
     considered in a proceeding in equity or at law, and subject to limitations
     on rights to indemnification and contribution under applicable law or
     equitable principles); and the Notes have been duly authorized and, when
     executed and authenticated in accordance with the provisions of the Senior
     Indenture and delivered to and paid for by the purchasers thereof pursuant
     to this Agreement, will constitute legal, valid and binding obligations of
     the Issuer entitled to the benefits of the Senior Indenture (subject to
     applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
     arrangement, moratorium and other similar laws relating to or affecting the
     rights and remedies of creditors generally from time to time in effect, and
     subject to general principles of equity, regardless of whether such
     enforceability is considered in a proceeding in equity or at law, and
     subject to limitations on rights to indemnification and contribution under
     applicable law or equitable principles).

          (d)  None of the issue and sale of the Notes, the consummation of the
     transactions herein contemplated or the fulfillment of the terms hereof
     will conflict with, result in a breach of, or constitute a default under,
     (i) the charter or by-laws of the Issuer or (ii) the terms of any Material
     Agreement, or (iii) any decree or regulation or order applicable to the
     Issuer of any U.S. federal or California or Delaware court, governmental
     authority or agency having jurisdiction over the Issuer, except where the
     conflict or breach of which in clause (ii) or clause (iii) above would not
     have a material adverse effect on the Issuer and its subsidiaries taken as
     a whole.  "Material Agreements" means all agreements filed as Exhibits to
     the Issuer's most recent Annual Report on Form 10-K, Quarterly Reports on
     Form 10-Q and Current Reports on Form 8-K, pursuant to clause (10) of
     paragraph (b) of Item 601 of Regulation S-K (in the case of Form 10-K or
     Form 10-Q) (but only such agreements that continue to be in effect).

          (e)  The Issuer has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Delaware,
     with full corporate power and authority to own its properties and conduct
     its business as described in the Prospectus as amended or supplemented, and
     has been duly qualified as a foreign corporation for the transaction of
     business and is in good standing under the laws of the State of California.

          (f)  Each of this Agreement and any applicable Terms Agreement has
     been duly authorized, executed and delivered by the Issuer.

          (g)  No authorization, approval or other action by, and no notice to,
     consent of, order of, or filing with, any United States federal or
     California or Delaware governmental authority or agency is required for the
     consummation of the transactions contemplated herein, except such as have
     been obtained under the Act, the Exchange Act and the Trust Indenture Act
     and such as may be required under the blue sky laws of any jurisdiction in
     connection with the purchase and distribution of the Notes and such other
     approvals as have been obtained.

          (h)  Immediately after any sale of Notes by the Issuer hereunder or
     under any applicable Terms Agreement, the aggregate amount of Notes which
     shall have been issued and sold by the Issuer hereunder or under any Terms
     Agreement taken together with any other securities of the Issuer (other

                                       3
<PAGE>

     than the Notes) that shall have been issued and sold pursuant to the
     Registration Statement will not exceed the amount of debt securities
     registered under the Registration Statement.

          (i)  Ernst & Young LLP ("E&Y") is an independent public accountant as
     required by the Act.

     3.   Appointment as Agent; Solicitations as Agent; Purchases as Principal.
          ---------------------------------------------------------------------

          (a)  On the basis of the representations and warranties contained
     herein but subject to the terms and conditions herein set forth, the Issuer
     hereby appoints each of the Agents an agent of the Issuer for the purpose
     of soliciting or receiving offers to purchase the Notes from the Issuer by
     others. Nothing contained in this Agreement shall be construed to prevent
     the Issuer from selling at any time to any person any Registered
     Securities, including the Notes, directly on its own behalf or in a firm
     commitment underwriting pursuant to an underwriting agreement that does not
     provide for a continuous offering of such Notes or pursuant to a private
     placement not constituting a public offering under the Act. The Issuer
     reserves the right to sell, and may solicit and accept offers to purchase,
     Notes directly on its own behalf and, in the case of any such sale not
     resulting from a solicitation made by any Agent, no commission will be
     payable with respect to such sale. Each Agent, severally and not jointly,
     agrees to use its reasonable efforts to solicit purchases of the Notes on
     the terms and subject to the conditions set forth herein and in the
     Procedures (as defined below), but shall have complete discretion as to the
     manner in which it solicits purchasers for the Notes and as to the identity
     thereof.

          (b)  On the basis of the representations and warranties contained
     herein, but subject to the terms and conditions herein set forth, each
     Agent agrees, as agent of the Issuer, to solicit offers to purchase the
     Notes upon the terms and conditions set forth in the Prospectus, as from
     time to time amended or supplemented.

          Upon receipt of notice from the Issuer as contemplated by Section 4(b)
     hereof, the Agents shall suspend solicitation of offers to purchase the
     Notes until such time as the Issuer shall have furnished them with an
     amendment or supplement to the Registration Statement or the Prospectus, as
     the case may be, contemplated by Section 4(b) and shall have advised the
     Agents that such solicitation may be resumed.

          The Issuer reserves the right, in its sole discretion, to instruct the
     Agents to suspend solicitation of offers to purchase the Notes commencing
     at any time for any period of time or permanently. As soon as practicable,
     but in any event not later than one business day in New York City, after
     receipt of notice from the Issuer, the Agents will forthwith suspend
     solicitation of offers to purchase the Notes from the Issuer until such
     time as the Issuer has advised the Agents that such solicitation may be
     resumed. During any such period, the Issuer shall not be required to comply
     with the provisions of Sections 6(a), 6(b), 6(c) and 6(d), provided that if
     the Registration Statement or Prospectus is amended or supplemented during
     the period of suspension (other than an amendment or supplement (i) that
     solely specifies or provides for a change in maturity dates, interest
     rates, issuance prices or similar terms of any particular Notes sold
     hereunder, (ii) by means of the filing of materials incorporated by
     reference in the Prospectus (other than the Issuer's Annual Reports on Form
     10-K or Quarterly Reports on Form 10-Q), (iii) relating to an offering by
     the Issuer of Registered Securities other than the Notes or (iv) that is a
     pricing amendment or supplement relating to Notes the purchase of which was
     not solicited by an Agent) no Agent shall be required to resume soliciting
     offers to purchase Notes until the Issuer has delivered to such Agent, such
     opinions, letters and certificates

                                       4
<PAGE>

     with respect to any Representation Date (as defined in Section 6(b))
     specified in Sections 6(b), (c) and (d).

          Unless otherwise mutually agreed upon between the Issuer and the Agent
     soliciting such offer, the Agents are authorized to solicit offers to
     purchase Notes only in fully registered form in denominations of $1,000 or
     any multiple thereof.  The authorized denominations of Notes not
     denominated in U.S. dollars will be determined by the Issuer at the time of
     sale.  Each Agent shall communicate to the Issuer, orally or in writing,
     each reasonable offer to purchase the Notes received by it as Agent.  The
     Issuer shall have the sole right to accept offers to purchase the Notes and
     may reject any such offer, in whole or in part.  Each Agent shall have the
     right, in its discretion reasonably exercised, without notice to the
     Issuer, to reject any offer to purchase the Notes received by it, in whole
     or in part, and any such rejection shall not be deemed a breach of its
     agreement contained herein.

          No Note that the Issuer has agreed to sell pursuant to this Agreement
     shall be deemed to have been purchased and paid for, or sold, by the Issuer
     until such Note shall have been delivered to the purchaser thereof against
     payment by such purchaser.

          (c)  The Issuer agrees to pay the presenting Agent (or jointly to two
     or more Agents if such presentation is jointly made) a commission, at the
     time of settlement of each sale of a Note by the Issuer as a result of a
     solicitation made by such Agent, in an amount equal to the following
     percentage of the principal amount of such Note sold (or such other amount
     as may be agreed to in writing from time to time):


                                                    Fee as a Percentage of
           Range of Maturities                         Principal Amount
           -------------------                         ----------------

     From 9 months to less than 12 months                   0.125
     From 12 months to less than 18 months                  0.150
     From 18 months to less than 2 years                    0.200
     From 2 years to less than 3 years                      0.250
     From 3 years to less than 4 years                      0.350
     From 4 years to less than 5 years                      0.450
     From 5 years to less than 6 years                      0.500
     From 6 years to less than 7 years                      0.550
     From 7 years to less than 10 years                     0.600
     From 10 years to less than 15 years                    0.625
     From 15 years to less than 20 years                    0.675
     From 20 years to and including 30 years                0.750
     Greater than 30 years                             To be negotiated

          (d)  Administrative procedures respecting the sale of Notes (the
     "Procedures") shall be agreed upon from time to time by the Agents and the
     Issuer. The initial Procedures, which are set forth in Exhibit B hereto,
     shall remain in effect until changed only by written agreement among the
     Issuer and the respective Agents. The provisions of the Procedures shall
     apply to all transactions contemplated hereunder except as otherwise
     specified in a Terms Agreement. Each Agent and the Issuer agree to perform
     the respective duties and obligations specifically provided to be performed
     by each of them herein and in the Procedures. The Issuer will furnish to
     the Trustee a copy of the Procedures as from time to time in effect.

                                       5
<PAGE>

          (e)  The documents required to be delivered by Section 5 hereof shall
     be delivered at the offices of the Issuer in Palo Alto, California, or
     counsel for the Issuer in Palo Alto, California, not later than 11:00 a.m.,
     New York City time, on the date of this Agreement or at such other place,
     and at such later time and date as may be mutually agreed by the Issuer and
     the Agents, but in no event later than the day prior to the date on which
     solicitation of offers to purchase Notes is commenced or the first date on
     which the Issuer accepts an offer by any Agent to purchase Notes as
     principal, such time and date being herein called the "Closing Date."

          (f)  From time to time, any Agent may agree with the Issuer to
     purchase Notes from the Issuer as principal. In such case the purchasing
     Agent and the Issuer may set forth the terms of such purchase in a separate
     Terms Agreement to be entered into between such Agent and the Issuer. Upon
     acceptance by the Issuer of an offer to purchase Notes, unless the Issuer
     and the purchasing Agent otherwise agree in writing, any such Terms
     Agreement or other written confirmation or communication transmitted by the
     purchasing Agent to the Issuer or, in the absence of a Terms Agreement or
     other written confirmation or communication from the purchasing Agent, the
     oral agreement confirmed in writing by such Agent with respect to the terms
     of the Notes and of their offer and sale evidenced by the offer
     communicated by the purchasing Agent and accepted by the Issuer, in each
     case together with the provisions of this Agreement, shall constitute an
     agreement between the purchasing Agent and the Issuer for the sale and
     purchase of such Notes (whether or not any Terms Agreement or other written
     confirmation or communication shall have been executed by the Issuer or the
     purchasing Agent). In connection with any resale of Notes so purchased,
     such Notes may be resold by such Agent at varying prices from time to time
     or at a fixed public offering price or such Agent may use a selling or
     dealer group. Such Agent may reallow to any broker or dealer any portion of
     the discount or commission payable pursuant hereto. A Terms Agreement, to
     the extent set forth therein, may incorporate by reference specified
     provisions of this Agreement.

          Each agreement by an Agent to purchase Notes as principal (pursuant to
     a Terms Agreement or otherwise) shall specify the principal amount of Notes
     to be purchased by such Agent pursuant thereto, the price to be paid to the
     Issuer for such Notes, the maturity date of such Notes, the interest rate
     or interest rate basis, if any, applicable to such Notes, any other terms
     of such Notes, the time and date and place of delivery of and payment for
     such Notes (the time and date of any and each such delivery and payment,
     the "Time of Delivery"), any provisions relating to rights of, and default
     by, underwriters acting together with such Agent in the re-offering of
     Notes, and shall also specify whether opinions of counsel, accountants'
     letters and officers' certificates are required pursuant to Section 6
     hereof. Notwithstanding anything to the contrary set forth herein, to the
     extent such certificates, accountant letters or opinions specified in
     Section 6 hereof are required under a Terms Agreement or otherwise with
     respect to an agreement by an Agent or Agents to purchase Notes directly
     from the Issuer as a principal, such certificates, letters and opinions of
     counsel shall be addressed solely to those Agents purchasing such Notes.
     Unless otherwise specified in a Terms Agreement, the procedural details
     relating to the issue and delivery of Notes purchased by an Agent as
     principal and the payment therefore shall be as set forth in the
     Procedures.

     (g)  Obligations Several.  The Issuer acknowledges that the obligations of
          -------------------
     the Agents are several and not joint.

4.   Certain Agreements of the Issuer.  The Issuer agrees with the Agents that,
     -----------------------------------
in connection with each offering of Notes:

                                       6
<PAGE>

          (a)  The Issuer will advise the Agents promptly of any proposal to
     amend or supplement the Registration Statement or the Prospectus (other
     than an amendment or supplement (i) that solely specifies or provides for a
     change in maturity dates, interest rates, issuance prices or similar terms
     of any particular Notes sold hereunder, (ii) by means of the filing of
     materials incorporated by reference in the Prospectus, (iii) relating to an
     offering by the Issuer of Registered Securities other than the Notes or
     (iv) that is a pricing amendment or supplement relating to Notes the
     purchase of which was not solicited by any Agent) and will use its
     reasonable best efforts to afford the Agents an opportunity to review any
     such proposed amendment or supplement prior to filing; the Issuer will also
     advise the Agents of the filing of any such amendment or supplement.
     Following any such filing, each Agent shall have the right to suspend
     solicitation of purchases of the Notes until such time as such Agent shall
     reasonably determine that solicitation of purchases may be resumed and any
     such suspension shall not be deemed a breach of such Agent's agreement
     contained herein. The Issuer will also advise the Agents of the institution
     by the Commission of any stop order proceedings in respect of the
     Registration Statement or of any part thereof and will use its commercially
     reasonable efforts to prevent the issuance of any such stop order and to
     obtain as soon as possible its withdrawal, if issued.

          (b)  If, at any time when a prospectus relating to the Notes is
     required to be delivered under the Act, any event occurs as a result of
     which the Prospectus as then amended or supplemented would include an
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, or if it is necessary at any
     time to amend the Registration Statement or supplement the Prospectus to
     comply with the Act or the rules and regulations thereunder ("Rules and
     Regulations") (other than as contemplated in the parenthetical clause of
     Section 4(a) hereof), the Issuer will promptly notify each Agent (i) in its
     capacity as agent of the Issuer to suspend solicitation of offers to
     purchase the Notes (and, if so notified, such Agent shall cease such
     solicitations as soon as practicable, but in any event not later than one
     business day later); and (ii) to cease sales of any Notes such Agent may
     then own as principal; and if the Issuer shall decide so to amend or
     supplement the Registration Statement or the Prospectus, it will promptly
     advise each Agent and will promptly prepare and file with the Commission an
     amendment or supplement which will correct such statement or omission or an
     amendment which will effect such compliance. Notwithstanding the foregoing,
     if, at the time of any notification to suspend solicitations, any Agent
     shall own any of the Notes with the intention of reselling them as
     contemplated by Section 3(f) hereof, or the Issuer has accepted an offer to
     purchase Notes but the related settlement has not occurred, the Issuer,
     subject to the provisions of subsection (a) of this Section, will promptly
     repurchase any Notes so held by such Agent, cancel such offer (to the
     extent such cancellation may be lawfully effected) or promptly prepare and
     file with the Commission an amendment or supplement which will correct such
     statement or omission or an amendment which will effect such compliance,
     and will supply such amended or supplemented Prospectus to the respective
     Agents in such quantities as they may reasonably request. If such amendment
     or supplement and the documents, opinions, letters and certificates
     furnished to the Agents pursuant to this Agreement in connection with the
     preparation and filing of such amendment or supplement are, in the judgment
     of the Agents, satisfactory, then upon the filing with the Commission of
     such amendment or supplement to the Prospectus or upon the effectiveness of
     an amendment to the Registration Statement, the Agents will resume the
     solicitation of offers to purchase Notes hereunder; provided, however, that
     if one or more Agents does not find such amendment or supplement
     acceptable, in their judgment, such Agent shall not be required to
     recommence the solicitation of offers hereunder and such other Agents for
     which such amendment or supplement was satisfactory shall not be precluded
     from recommencing the solicitation of offers pursuant to this Agreement.

                                       7
<PAGE>

          (c)  The Issuer, during the period when a prospectus relating to the
     Notes is required to be delivered under the Act, will file promptly all
     documents required to be filed with the Commission pursuant to Section
     13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as
     amended (the "Exchange Act").

          (d)  The Issuer will furnish to each Agent copies of the Prospectus
     and all amendments and supplements thereto, and all amendments to the
     Registration Statement after the date hereof (other than an amendment or
     supplement (i) that solely specifies or provides for a change in maturity
     dates, interest rates, issuance prices or similar terms of any particular
     Notes sold hereunder, (ii) by means of the filing of materials incorporated
     by reference in the Prospectus, (iii) relating to an offering by the Issuer
     of Registered Securities other than the Notes or (iv) that is a pricing
     amendment or supplement relating to Notes the purchase of which was not
     solicited by any Agent), in each case as soon as available and in such
     quantities as are reasonably requested.

          (e)  The Issuer will arrange for the qualification of the Notes for
     sale and under the laws of such jurisdictions as the Agents through
     Cravath, Swaine & Moore (the "Agents' Counsel") reasonably requests and
     will continue such qualifications in effect so long as required for the
     distribution of the Notes; provided that in connection therewith the Issuer
                                --------
     shall not be required to qualify to do business in any jurisdiction or to
     file a consent or otherwise subject itself to service of process or
     taxation in any jurisdiction where it is not already so subject.

          (f)  So long as any Notes are outstanding, if so requested by the
     Agents, the Issuer will furnish to the Agents, to the extent such document
     is not available pursuant to the EDGAR filing system, (i) as soon as
     available, a copy of each report or definitive proxy statement of the
     Issuer, if any, filed with the Commission under the Exchange Act, and (ii)
     from time to time, such other information concerning the Issuer as the
     Agents may reasonably request, which may be provided in accordance with
     applicable laws and regulations.

          (g)  The Issuer will pay all expenses incident to the performance of
     its obligations under this Agreement and will reimburse the Agents for any
     expenses (including reasonable fees and disbursements of Agents' Counsel,
     subject to the limitation set forth below) reasonably incurred by them in
     connection with qualification of the Notes for sale under the laws of such
     jurisdictions as such Agents may reasonably request in accordance with
     Section 4(e) hereof and the printing of memoranda relating thereto, for any
     fees charged by investment rating agencies for the rating of the Notes, for
     expenses incurred in distributing the Prospectus and all supplements
     thereto, any preliminary prospectuses and any preliminary prospectus
     supplements, to each Agent and for the reasonable fees and disbursements of
     Agents' Counsel in connection with the establishment of the program
     contemplated hereby, such reasonable fees and disbursements of Agents'
     Counsel not to exceed $75,000. The Agents shall pay all other fees and
     expenses incurred by the Agents.

          (h)  The Issuer will make generally available to its security holders
     and to the Agent as soon as practicable earnings statements which shall
     satisfy the provisions of Section 11(a) of the Act and Rule 158 of the
     Commission promulgated thereunder covering periods of at least twelve
     months beginning in each case with the first fiscal quarter of the Issuer
     occurring after the "effective date" (as defined in Rule 158) of the
     Registration Statement with respect to each sale of Notes.

          (i)  In the case of a purchase of Notes by an Agent as principal
     pursuant to a Terms Agreement or otherwise, if called for by the applicable
     Terms Agreement or other agreement, at the corresponding Time of Delivery,
     the Issuer will, from the date of any applicable Terms Agreement

                                       8
<PAGE>

     with an Agent or other agreement by an Agent to purchase Notes as principal
     and continuing to and including the business day following the related Time
     of Delivery, not offer, sell, contract to sell or otherwise dispose of any
     debt securities of or guaranteed by the Issuer which are substantially
     similar to the Notes, without the prior written consent of such Agent;
     provided, however, that for the purposes of the foregoing, any reverse
     inquiry solicitations of or solicitations by the Agents as contemplated
     hereby will not constitute an offer by the Issuer.

     5.   Conditions of Obligations.  The obligation of each Agent, as agent of
          --------------------------
the Issuer, under this Agreement at any time to solicit offers to purchase the
Notes is subject to the accuracy, on the date hereof, on the Closing Date, on
the date of each such solicitation, on the date of any Terms Agreement and at
each of the times of acceptance and of delivery referred to in Section 6(a)
hereof and at each Representation Date (as defined in Section 6(b)), in all
material respects of the representations and warranties of the Issuer herein, to
the accuracy, on each such date, in all material respects of the statements of
the Issuer's officers in any certificates made pursuant to the provisions
hereof, to the performance, on or prior to each such date, by the Issuer in all
material respects of its obligations hereunder, and to each of the following
additional conditions precedent:

          (a)  No stop order suspending the effectiveness of the Registration
     Statement or of any part thereof shall have been issued and no proceedings
     for that purpose shall have been instituted or, to the knowledge of the
     Issuer or any Agent, shall be threatened by the Commission.

          (b)  The Prospectus, including any pricing supplement, shall have been
     filed with the Commission pursuant to Rule 424(b) under the Act, within the
     applicable period prescribed for such filing by the Rules and Regulations
     of the Act.

          (c)  There shall not have occurred between each trade and settlement
     date (i) any suspension or limitation of trading in securities generally on
     the New York Stock Exchange or trading of the Issuer's common stock on the
     New York Stock Exchange or any setting of limited or minimum prices on such
     Exchange, (ii) any declaration of a banking moratorium by either federal or
     New York State authorities, (iii) any outbreak or material escalation of
     hostilities or other calamity or crisis the effect of which on the
     financial markets of the United States is such as to make it, in the
     judgment of such Agents, impracticable to market the Notes, (iv) any
     downgrading in the rating accorded the Issuer's debt securities by Moody's
     Investor's Service ("Moody's") or Standard & Poor's Corporation ("S&P"), or
     (v) any public announcement by Moody's or S&P that it has placed any of the
     Notes on a credit watch with negative implications, except in items (iv)
     and (v), as previously disclosed to the Agents prior to the applicable
     trade date.

          (d)  At the Closing Date, the Agents (and in the case of a purchase of
     Notes by an Agent or Agents as principal pursuant to a Terms Agreement or
     otherwise, if called for by the applicable Terms Agreement or other
     agreement, at the corresponding Time of Delivery, such Agent or Agents)
     shall have received:

               (i)  the opinion of the General Counsel, an Assistant General
          Counsel or a Senior Managing Counsel of the Issuer (any of the
          foregoing, "Issuer Counsel"), or an outside counsel for the Issuer,
          dated the Closing Date, substantially to the effect that:

                    (A)  the Issuer has been duly incorporated and is validly
               existing as a corporation in good standing under the laws of the
               State of Delaware, with full corporate power and authority to own
               its properties and conduct its business as

                                       9
<PAGE>

               described in the Prospectus as amended or supplemented, except
               where the failure to do so would not have a material adverse
               effect on the Issuer and its subsidiaries, taken as a whole;

                    (B)  the Notes conform in all material respects to the
               description thereof contained in the Prospectus;

                    (C)  the Senior Indenture has been duly authorized, executed
               and delivered by the Issuer, has been duly qualified under the
               Trust Indenture Act, and constitutes a legal, valid and binding
               obligation enforceable against the Issuer in accordance with its
               terms (subject to applicable bankruptcy, insolvency, fraudulent
               transfer, reorganization, arrangement, moratorium and other
               similar laws relating to or affecting the rights and remedies of
               creditors generally from time to time in effect, and subject to
               general principles of equity, regardless of whether such
               enforceability is considered in a proceeding in equity or at law,
               and subject to limitations on rights to indemnification and
               contribution under applicable law or equitable principles); and
               the Notes have been duly authorized and, when executed and
               authenticated in accordance with the provisions of the Senior
               Indenture and delivered to and paid for by the purchasers
               pursuant to this Agreement, will constitute legal, valid and
               binding obligations of the Issuer entitled to the benefits of the
               Senior Indenture (subject to applicable bankruptcy, insolvency,
               fraudulent transfer, reorganization, arrangement, moratorium and
               other similar laws relating to or affecting the rights and
               remedies of creditors generally from time to time in effect, and
               subject to general principles of equity, regardless of whether
               such enforceability is considered in a proceeding in equity or at
               law, and subject to limitations on rights to indemnification and
               contribution under applicable law or equitable principles);

                    (D)  the Registration Statement and any amendments thereto
               have become effective under the Act; any required filing of the
               Prospectus and any supplement thereto pursuant to Rule 424(b) has
               been made in the manner and within the time period required by
               Rule 424(b); to the knowledge of such counsel, no stop order
               suspending the effectiveness of the Registration Statement, as
               amended, has been issued and no proceedings for that purpose have
               been instituted or are pending or threatened under the Act;

                    (E)  this Agreement and any applicable Terms Agreement have
               been duly authorized, executed and delivered by the Issuer;

                    (F)  no authorization, approval or other action by, and no
               notice to, consent of, order of, or filing with, any United
               States federal or California or Delaware governmental authority
               or agency is required for the consummation of the transactions
               contemplated herein, except such as have been obtained under the
               Act, the Exchange Act and the Trust Indenture Act and such as may
               be required under the blue sky laws of any jurisdiction in
               connection with the purchase and distribution of the Notes and
               such other approvals (specified in such opinion) as have been
               obtained; and

                    (G)  none of the issue and sale of the Notes, the
               consummation of any other of the transactions herein contemplated
               or the fulfillment of the terms hereof

                                       10
<PAGE>

               will conflict with, result in a breach of, or constitute a
               default under, the charter or by-laws of the Issuer or, to such
               counsel's knowledge, the terms of any Material Agreements, or any
               material decree or regulation known to such counsel to be
               applicable to the Issuer of any U.S. federal or California or
               Delaware court, governmental authority or agency having
               jurisdiction over the Issuer.

                    Such opinion shall also include a statement that such
               counsel has participated in conferences with officers and other
               representatives of the Issuer, counsel for the Issuer, the
               independent accountants of the Issuer, the Agents and counsel for
               the Agents, at which the Registration Statement and the
               Prospectus and related matters were discussed and, although such
               counsel is not passing upon, and does not assume any
               responsibility for, the accuracy, completeness or fairness of the
               Registration Statement, the Prospectus or the statements
               contained therein and has made no independent check or
               verification thereof, on the basis of the foregoing, no facts
               have come to such counsel's attention that has caused it to
               believe that (i) the Registration Statement and the Prospectus
               (except the financial statements and the notes thereto and
               financial statement schedules and other information of an
               accounting, statistical or financial nature included therein, and
               the Statement of Eligibility (Form T-1) included as an exhibit to
               the Registration Statement, as to which such counsel need express
               no view) were not appropriately responsive in all material
               respects with requirements of the Act, the rules thereunder and
               the Trust Indenture Act and (ii) the Registration Statement at
               the effective date thereof contained an untrue statement of a
               material fact or omitted to state a material fact required to be
               stated therein or necessary to make the statements therein not
               misleading, or that the Prospectus as of its date and on the
               Closing Date includes any untrue statement of a material fact or
               omits 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 (in each case except for the
               financial statements and the notes thereto and the financial
               statement schedules and other information of an accounting,
               statistical or financial nature included therein, and the
               Statement of Eligibility (Form T-1) included as an exhibit to the
               Registration Statement, as to which such counsel need express no
               view).

            (ii)    In the event that any of the statements described in the
     foregoing subsection 5(d)(i) are omitted from the opinion delivered
     pursuant to such subsection, the opinion of Wilson Sonsini Goodrich &
     Rosati, Professional Corporation, counsel for the Issuer, dated the Closing
     Date, to the effect of the statements so omitted.

     In rendering such opinions, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
California or the United States, to the extent they deem proper and specified in
such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable and who are satisfactory to counsel for the Agents; and
(B) as to matters of fact, to the extent they deem proper, on certificates of
responsible officers of the Issuer or public officials. Furthermore, such
counsel shall provide any opinions as to enforceability based upon laws then in
effect in the State of New York.

     (e)  At the Closing Date, the Agents (and in the case of a purchase of
Notes by an Agent as a principal pursuant to a Terms Agreement or otherwise, if
called for by the applicable Terms Agreement or other agreement, at the
corresponding Time for Delivery, such Agent) shall have received a certificate,
dated the Closing Date, signed by an officer of the Issuer reasonably acceptable

                                       11
<PAGE>

to the applicable Agents to the effect that (i) the representations and
warranties of the Issuer in this Agreement are true and correct in all material
respects, (ii) the Issuer has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to the
Closing Date in all material respects, (iii) no stop order suspending the
effectiveness of the Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the Issuer's knowledge,
threatened by the Commission, and (iv) since the date of the most recent
financial statements in the Prospectus, there has been no material adverse
change in the financial position or results of operations of the Issuer and its
subsidiaries, taken as a whole, except as set forth in or contemplated by the
Prospectus or as described in such certificate.

     (f)    At the Closing Date, the Agents (and in the case of a purchase of
Notes by an Agent or Agents as a principal pursuant to a Terms Agreement or
otherwise, if and to the extent called for by the applicable Terms Agreement or
other agreement, at the corresponding Time of Delivery, such Agent or Agents)
shall have received a letter, dated such date, of Ernst & Young LLP ("E&Y")
confirming that they are independent auditors within the meaning of the Act and
the Exchange Act and the respective applicable published Rules and Regulations
thereunder adopted by the SEC, stating substantially in effect that:

          (i)    in their opinion the audited financial statements and financial
     statement schedules thereto included or incorporated in the Registration
     Statement and the Prospectus and reported on by each of them, respectively,
     comply as to form in all material respects with the applicable accounting
     requirements of the Exchange Act and the related published rules and
     regulations adopted by the SEC;

          (ii)   on the basis of: performing the procedures specified by the
     American Institute of Certified Public Accountants for a review of the
     interim financial information as described in SAS 71, Interim Financial
     Information, on the unaudited consolidated condensed interim financial
     statements from the date of the latest audited balance sheet included or
     incorporated by reference in the Registration Statement to the date of the
     latest interim balance sheet included or incorporated by reference pursuant
     to a filing on Form 10-Q in the Registration Statement; inquiring of
     certain officials of the Issuer who have responsibility for financial and
     accounting matters as to whether those unaudited consolidated condensed
     interim financial statements comply as to form in all material respects
     with the applicable accounting requirements of the Exchange Act and the
     related rules and regulations adopted by the SEC; carrying out certain
     specified procedures on the latest interim financial data made available by
     the Issuer and its consolidated subsidiaries (but not an audit in
     accordance with generally accepted auditing standards) which would not
     necessarily reveal matters of significance with respect to the comments set
     forth in such letter including; and a reading of the minutes of the
     meetings of the stockholders and directors of the Issuer of the period
     subsequent to the date of the most recent financial statements incorporated
     in the Registration Statement and the Prospectus pursuant to a filing on
     Form 10-Q: nothing came to their attention which caused them to believe
     that (1) any such unaudited interim consolidated condensed financial
     statements included or incorporated in the Registration Statement and the
     Prospectus pursuant to a filing on Form 10-Q do not comply as to form in
     all material respects with applicable accounting requirements of the
     Exchange Act and with the related published rules and regulations adopted
     by the SEC; and (2) said unaudited financial statements are not stated on a
     basis substantially consistent with that of the audited financial
     statements included or incorporated in the Registration Statement and the
     Prospectus;

                                       12
<PAGE>

          (iii)   with respect to the date of the most recent month-end prior to
     the date of the letter, for which the Issuer and its consolidated
     subsidiaries have prepared unaudited consolidated financial statements,
     whether there has been any change in capital stock (except those changes
     related to employee stock option and employee stock purchase plan exercises
     and the Issuer's common stock repurchase programs), increase in long-term
     debt or decrease in consolidated net current assets of the Issuer and its
     consolidated subsidiaries (in each case, except as disclosed in or
     contemplated by the Prospectus as amended and supplemented at the
     applicable Closing Date or Time of Delivery), as compared with the amounts
     shown on the most recent unaudited consolidated condensed balance sheet
     incorporated by reference in the Registration Statement and Prospectus;
     and, with respect to the period that began subsequent to the date of the
     most recent unaudited consolidated condensed interim financial statements
     included or incorporated by reference in the Registration Statement and the
     Prospectus, for which there has been a review of interim financial
     information as described in SAS 71, and ended on the most recent month-end
     prior to the date of the letter, for which the Issuer and its consolidated
     subsidiaries have prepared unaudited consolidated financial statements for
     such month or months, whether there has been any decrease in consolidated
     net income or net revenues (except as disclosed in or contemplated by the
     Prospectus as amended and supplemented at the applicable Closing Date or
     Time of Delivery) as compared with the corresponding period in the
     preceding fiscal year (provided, however, that the foregoing statements in
     this subsection (iii) shall not be required to be delivered pursuant to
     Section 6(d) as of any Representation Date); and

          (iv)    they have performed certain other procedures as a result of
     which they determined that the information described in a schedule to be
     delivered to the applicable Agents in connection with such letter, of an
     accounting, financial or statistical nature (which is limited to
     accounting, financial or statistical information that has been obtained
     from accounting records which are subject to controls over financial
     reporting or which has been derived directly from such accounting records
     by analysis or computation) set forth in the Registration Statement, as
     amended, the Prospectus, as amended or supplemented, and in Exhibit 12 to
     the Registration Statement (including selected accounting, financial or
     statistical information included therein), agrees with accounting records
     or compilations made from such accounting records which are subject to
     controls over financial reporting or which has been derived directly from
     such accounting records by analysis or computation.

     References to the Prospectus in this paragraph (f) include any supplements
thereto at the date of the letter.

          (g)  At the Closing Date, the Agents (and in the case of a purchase of
     Notes by an Agent as a principal pursuant to a Terms Agreement or
     otherwise, if called for by the applicable Terms Agreement or other
     agreement, at the corresponding Time for Delivery such Agent) shall have
     received from the Agents' Counsel, such opinion or opinions, dated the
     Closing Date or the Time for Delivery, as applicable, with respect to the
     validity of the Notes, the Registration Statement, the Prospectus and other
     related matters as they may reasonably require, and the Issuer shall have
     furnished to such counsel such documents as they reasonably request for the
     purpose of enabling them to pass upon such matters.

          (h)  At the Closing Date, on or after the trade date and prior to the
     related settlement date with respect to any particular issuance of Notes,
     or on or after the respective dates as of which information is given in the
     Registration Statement and the Prospectus, as amended or supplemented,

                                       13
<PAGE>

     and prior to the trade date with respect to any particular issuance of the
     Notes, in each case whether such issuance is on an agency basis or
     principal basis, there shall not have occurred, except as reflected in or
     contemplated by the Registration Statement and the Prospectus, as amended
     or supplemented, any material adverse change in the financial condition of
     the Issuer and its subsidiaries, taken as a whole.

     6.   Additional Covenants of the Issuer.  The Issuer agrees that:
          ----------------------------------

          (a)  Each acceptance by the Issuer of an offer for the purchase of
     Notes solicited by any Agent or a purchase of Notes by an Agent as
     principal, pursuant hereto shall be deemed to be an affirmation to the
     applicable Agent, that the Issuer's representations and warranties
     contained in this Agreement are true and correct in all material respects
     at the time of such acceptance and a covenant that such representations and
     warranties will be true and correct in all material respects at the Time of
     Delivery to the purchaser of the Notes relating to such acceptance as
     though made at and as of each such time, it being understood that such
     representations and warranties shall relate to the Prospectus as amended or
     supplemented at each such time.

          (b)  Each time that the Registration Statement or the Prospectus shall
     be amended or supplemented (other than by an amendment or supplement: (i)
     that relates to an offering by the Issuer of Registered Securities other
     than the Notes; (ii) that solely specifies or provides for a change in the
     maturity dates, interest rates, issuance prices or other similar terms of
     any particular Notes sold hereunder; (iii) relating to any filing under the
     Exchange Act (except for Quarterly Reports on Form 10-Q and Annual Reports
     on Form 10-K filed thereunder); and (iv) by any pricing supplement) (each
     such time and subject to the foregoing exceptions, being herein referred to
     as a "Representation Date"), the Issuer shall, promptly following such
     amendment or supplement, furnish the Agents with a certificate, dated the
     date of delivery thereof, signed by an officer of the Issuer to the effect
     that the statements contained in the certificate covering the matters set
     forth in Section 5(e) hereof which was last furnished to the Agents are
     true and correct in all material respects at the time of such amendment or
     supplement as though made at and as of such time (except that such
     statements shall be deemed to relate to the Registration Statement and the
     Prospectus as amended or supplemented at such time and except that the
     statements contained in the certificate covering the matters set forth in
     clause (ii) of Section 5(e) shall be deemed to relate to the time of
     delivery of such certificate) or, in lieu of such certificate, a
     certificate of the same tenor as the certificate referred to in Section
     5(e), modified as necessary to relate to the Registration Statement and the
     Prospectus as amended or supplemented at the time of delivery of such
     certificate and, in the case of the matters set forth in clause (ii) of
     Section 5(e), to the time of delivery of such certificate.

          (c)  At each Representation Date, the Issuer shall promptly thereafter
     furnish the Agents with a written opinion or opinions, dated the date of
     such Representation Date, of Issuer Counsel or Wilson Sonsini Goodrich &
     Rosati, in form reasonably satisfactory to the Agents, substantially to the
     effect set forth in Section 5(d) hereof, but modified, as necessary, to
     relate to the Registration Statement and the Prospectus as amended or
     supplemented at such Representation Date; provided, however, that in lieu
                                               --------- --------
     of such opinion or opinions, counsel may furnish the Agents with a letter
     or letters to the effect that the Agents may rely on a prior opinion
     delivered under Section 5(d) or this Section 6(c) to the same extent as if
     it were dated the date of such letter (except that statements in such prior
     opinion shall be deemed to relate to the Registration Statement and the
     Prospectus as amended or supplemented at such Representation Date).

                                       14
<PAGE>

          (d)  At each Representation Date, the Issuer shall cause its
     independent accountants promptly thereafter to furnish the Agents with a
     letter, addressed jointly to the Issuer and the Agents and dated the date
     of such Representation Date, in form and substance reasonably satisfactory
     to the Agents, substantially to the effect set forth in Section 5(f)(i),
     (ii) and (iv) hereof with respect to the respective matters covered therein
     but modified to relate to the Registration Statement and the Prospectus as
     amended or supplemented at such Representation Date, with such changes as
     may be necessary to reflect changes in the financial statements and other
     information derived from the accounting records of the Issuer.

          (e)  The Issuer agrees that any obligation of a person who has agreed
     to purchase Notes as the result of solicitation by any Agent pursuant
     hereto to make payment for and take delivery of such Notes shall be subject
     to the satisfaction, on such settlement date, of each of the conditions set
     forth in Sections 5(a), (b) and (c) (it being understood that the judgment
     of such person with respect to the impracticability or inadvisability of
     such purchase of Notes shall be substituted, for purposes of this Section
     6(e), for the respective judgments of an Agent with respect to certain
     matters referred to in Section 5(c) and that such Agent shall have no duty
     or obligation whatsoever to exercise the judgment permitted under Section
     5(c) on behalf of any such person).

     7.   Indemnification and Contribution.
          ---------------------------------
          (a)  The Issuer agrees to indemnify and hold harmless each Agent, each
     affiliate (within the meaning of the Exchange Act) of an Agent and their
     respective officers, directors, employees, representatives and agents, and
     each person who controls such Agent within the meaning of either the Act or
     the Exchange Act against any and all losses, claims, damages or
     liabilities, joint or several, to which they or any of them may become
     subject, under the Act, the Exchange Act or other federal or State
     statutory law or regulation, at common law or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon any untrue statement or alleged untrue
     statement of a material fact contained in the registration statement
     relating to the Notes as originally filed or in any amendment thereto, or
     in any preliminary prospectus or the Prospectus, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein (in the case of the Prospectus, in light of the circumstances under
     which they were made) not misleading, and agrees to reimburse each Agent
     for any legal or other expenses reasonably incurred by such Agent in
     connection with investigating or defending any such loss, claim, damage,
     liability or action; provided, however, that (i) the Issuer will not be
     liable in any such case to the extent that any such loss, claim, damage or
     liability arises out of or is based upon an untrue statement or alleged
     untrue statement or omission or alleged omission made in any of such
     documents in reliance upon and in conformity with written information
     furnished to the Issuer by any Agent specifically for use therein and (ii)
     such indemnity with respect to any preliminary prospectus or the Prospectus
     shall not inure to the benefit of any Agent (or any person controlling such
     Agent) through which the person asserting any such loss, claim, damage or
     liability purchased the Notes which are the subject thereof if (A) such
     person did not receive a copy of the Prospectus (or the Prospectus as so
     amended or supplemented), excluding documents incorporated therein by
     reference at or prior to the earlier of the confirmation of the sale of
     such Notes or the delivery of the Notes to such person in any case where
     such delivery is required by the Act and the untrue statement or omission
     of a material fact contained in any preliminary prospectus or the
     Prospectus was corrected in the Prospectus (or the Prospectus as amended or
     supplemented prior to the confirmation of the sale of such Notes to such
     person) and (B) the Issuer had previously furnished copies of the
     Prospectus (or the Prospectus as amended or

                                       15
<PAGE>

     supplemented prior to the confirmation of the sale of the Notes to such
     person) to such Agent. This indemnity agreement will be in addition to any
     liability that the Issuer may otherwise have.

          (b)  Each Agent severally and not jointly, agrees to indemnify and
     hold harmless the Issuer, each of its directors, each of its officers who
     signed the Registration Statement or any amendment thereto, and each person
     who controls the Issuer within the meaning of either the Act or the
     Exchange Act, to the same extent as the foregoing indemnity from the Issuer
     to such Agent, but only with reference to written information relating to
     such Agent furnished to the Issuer by such Agent specifically for use in
     the documents referred to in the foregoing indemnity. This indemnity
     agreement will be in addition to any liability that such Agent may
     otherwise have.

          (c)  Promptly after receipt by an indemnified party under this Section
     7 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section 7, notify the indemnifying party in writing of the
     commencement thereof; but the omission so to notify the indemnifying party
     will not relieve it from any liability which it may have to any indemnified
     party otherwise than under this Section 7. In case any such action is
     brought against any indemnified party, and it notifies the indemnifying
     party of the commencement thereof, the indemnifying party will be entitled
     to appoint counsel reasonably satisfactory to such indemnified party to
     represent the indemnified party in such action; provided, however, if
                                                     --------  -------
     the defendants in any such action include both the indemnified party and
     the indemnifying party and the indemnified party shall have reasonably
     concluded that there may be legal defenses available to it and/or other
     indemnified parties which are different from or additional to those
     available to the indemnifying party, the indemnified party or parties shall
     have the right to select separate counsel to assert such legal defenses and
     to otherwise participate in the defense of such action on behalf of such
     indemnified party or parties. Upon receipt of notice from the indemnifying
     party to such indemnified party of its election so to assume the defense of
     such action and approval by the indemnified party of counsel, the
     indemnifying party will not be liable to such indemnified party under this
     Section 7 for any legal or other expenses subsequently incurred by such
     indemnified party in connection with the defense thereof unless (i) the
     indemnified party 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 indemnifying
     party shall not be liable for the expenses of more than one separate
     counsel (in addition to any local counsel), approved by the Agents in the
     case of subparagraph (a) of this Section 7, representing the indemnified
     parties under subparagraph (a) of this Section 7 who are parties to such
     action), (ii) the indemnifying party shall not have employed counsel
     satisfactory to the indemnified party to represent the indemnified party
     within a reasonable time after notice of commencement of the action or
     (iii) the indemnifying party has authorized in writing the employment of
     counsel for the indemnified party at the expense of the indemnifying party;
     and except that, if clause (i) or (iii) is applicable, such liability shall
     be only in respect of the counsel referred to in such clause (i) or (iii).
     No indemnifying party shall, without the prior written consent of the
     indemnified party, effect any settlement of any pending or threatened
     action in respect of which any indemnified party is a party and indemnity
     was sought hereunder by such indemnified party unless such settlement
     includes an unconditional release of the indemnified party from all
     liability on any claims that are the subject matter of such action.

          (d)  In order to provide for just and equitable contribution in
     circumstances in which the indemnification provided for in this Section 7
     is due in accordance with its terms but is for any reason unavailable or
     insufficient, the Issuer and the Agents shall contribute to the aggregate
     losses, claims, damages and liabilities (including legal or other expenses
     reasonably incurred in connection with investigating or defending same) to
     which the Issuer and one or more of the Agents may be subject

                                       16
<PAGE>

     (i) in such proportion as is appropriate to reflect the relative benefits
     received by the Issuer on the one hand and the Agents on the other from the
     offering of the Notes to which such loss, claim, damage or liability
     relates or (ii) if the allocation provided by clause (i) above is not
     permitted by applicable law, in such proportion as is appropriate to
     reflect not only the relative benefits referred to in clause (i) above but
     also the relative fault of the Issuer on the one hand and the Agents on the
     other in connection with the statements or omissions which resulted in such
     losses, claims, damages or liabilities as well as any other relevant
     equitable considerations. The relative benefits received by the Issuer on
     the one hand and the Agents on the other shall be deemed to be in the same
     proportion as the total net proceeds from the offering (before deducting
     expenses) to which such loss, claim, damage or liability relates, received
     by the Issuer bear to the total discounts and commissions received by the
     Agents in connection therewith. The relative fault shall be determined by
     reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission or alleged omission to state a
     material fact relates to information supplied by the Issuer or the Agents
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such untrue statement or omission.
     Notwithstanding the provisions of this subsection (d), (y) in no case shall
     any Agent (except as may be provided in any agreement among Agents relating
     to the offering of the Notes) be responsible for any amount in excess of
     the discount applicable to the Notes to which such loss, claim, damage or
     liability relates, purchased by such Agent hereunder and (z) no person
     guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
     of the Act) shall be entitled to contribution from any person who was not
     guilty of such fraudulent misrepresentation. For purposes of this Section
     7, each person who controls an Agent within the meaning of either the Act
     or the Exchange Act shall have the same rights to contribution as such
     Agent, and each person who controls the Issuer within the meaning of either
     the Act or the Exchange Act, each officer of the Issuer who shall have
     signed the Registration Statement and each director of the Issuer shall
     have the same rights to contribution as the Issuer, subject in each case to
     clauses (y) and (z) of this paragraph (d). Any party entitled to
     contribution will, promptly after receipt of notice of commencement of any
     action, suit or proceeding against such party in respect of which a claim
     for contribution may be made against another party or parties under this
     paragraph (d), notify in writing such party or parties from whom
     contribution may be sought, but the omission to so notify such party or
     parties shall not relieve the party or parties from whom contribution may
     be sought from any other obligation it or they may have hereunder or
     otherwise than under this paragraph (d).

     8.   Status of Each Agent.
          ---------------------
          (a)  In soliciting offers to purchase the Notes from the Issuer
     pursuant to this Agreement and in assuming its other obligations hereunder
     (other than offers to purchase pursuant to Section 3(f) hereof), each Agent
     is acting solely as agent for the Issuer and not as principal. Each Agent
     will make its reasonable best efforts to assist the Issuer in obtaining
     performance by each purchaser whose offer to purchase Notes from the Issuer
     has been solicited by such Agent and accepted by the Issuer, but such Agent
     shall have no liability to the Issuer in the event any such purchase is not
     consummated for any reason. If the Issuer shall default on its obligations
     to deliver Notes to a purchaser who has agreed to purchase Notes as a
     result of solicitation by any Agent pursuant hereto, and whose offer the
     Issuer has accepted, the Issuer (i) shall hold the Agents harmless against
     any loss, claim or damages arising from or as a result of such default by
     the Issuer, and (ii) in particular, shall pay to the Agents any commission
     to which they would be entitled in connection with such sale.

          (b)  Subject to Section 4(g) hereof, if this Agreement or any Terms
     Agreement shall be terminated by an Agent or Agents because of any failure
     or refusal on the part of the Issuer to comply

                                       17
<PAGE>

     with the terms or to fulfill any of the conditions of this Agreement or any
     Terms Agreement, the Issuer agrees to reimburse each Agent or such Agents
     as have so terminated this Agreement with respect to themselves, severally,
     for all reasonable out-of-pocket expenses (including the reasonable fees
     and expenses of Agents' Counsel) reasonably incurred by such Agent or
     Agents in connection with this Agreement or the offering of Notes.

     9.   Survival of Certain Representations and Obligations.  The respective
          ---------------------------------------------------
indemnities, agreements, representations, warranties and other statements of the
Issuer or its officers and of the Agents set forth in or made pursuant to this
Agreement and any Terms Agreement if specified therein, will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Agent, the Issuer or any of their
respective representatives, officers or directors or any controlling person and
will survive delivery of and payment for the Notes.  In the event of any
suspension of the solicitation of offers in accordance with this Agreement or
termination of this Agreement in its entirety or with respect to a particular
Agent or Agents, no party shall have any liability to any other party hereto,
except if this Agreement is terminated pursuant to Section 10 or for any other
reason, the Issuer and the Agents shall remain responsible for the their
respective expenses pursuant to Section 4(g) and the respective obligations of
the Issuer and the Agents pursuant to Section 7 shall remain in effect and
except as set forth in the following sentence.  In addition, if any such
termination shall occur either (i) at a time when any Agent shall own any of the
Notes with the intention of reselling them as contemplated by Section 3(f)
hereof or (ii) after the Issuer has accepted an offer to purchase Notes
solicited by any Agent pursuant hereto and prior to the related settlement, the
obligations of the Issuer under the last sentence of Section 4(b), under
Sections 4(a), 4(c), 4(d), 4(e), 6(a), and 6(e) and, in the case of a
termination occurring as described in (ii) above, under Section 3(c) and under
the last sentence of Section 8, shall also remain in effect.

     10.  Termination.  This Agreement may be terminated for any reason at any
          -----------
time by the Issuer as to any Agent or, in the case of any Agent, by such Agent
insofar as this Agreement relates to such Agent, upon the giving of one day's
written notice of such termination to the other parties hereto. Any settlement
with respect to Notes placed by an Agent occurring after termination of this
Agreement shall be made in accordance with the Procedures and each Agent agrees,
if requested by the Issuer, to take the steps therein provided to be taken by
such Agent in connection with such settlement.

     11.  Appointment of Additional Agents. The Issuer, in its sole discretion,
          --------------------------------
may appoint one or more additional parties to act as Agents hereunder from time
to time. Any such appointment shall be made in writing signed by the Issuer and
the party so appointed. Such appointment shall become effective in accordance
with its terms after the execution and delivery of such writing by the Issuer
and such other party. When such appointment is effective, such other party shall
be deemed to be one of the Agents referred to in, and to have the rights and
obligations of an Agent under, this Agreement, subject to the terms and
conditions of such appointment. The Issuer shall deliver a copy of such
appointment to the Agents promptly after it becomes effective.

     12.  Notices.  Except as otherwise provided herein, all notices and other
          -------
communications hereunder will be in writing and will be deemed to have been duly
given if mailed or transmitted by any reasonable form of telecommunication
including facsimile or such other means as agreed to by a particular Agent.
Except as otherwise provided in the Procedures, all notices shall be sent to
them at the following addresses:

To the Issuer:

                                       18
<PAGE>

     Notices to Hewlett-Packard Company shall be directed to it at Hewlett-
Packard Company, 3000 Hanover Street, MS: 20BLC, Palo Alto, California 94304;
attention of the Assistant Treasurer, fax (650) 852-8412, with a copy to the
General Counsel, Hewlett-Packard Company, 3000 Hanover Street, MS20-BQ, Palo
Alto, California 94304, fax (650) 857-4392.

To the Agents:


<TABLE>
<S>                                             <C>                                    <C>
J.P. Morgan Securities Inc.                     ABN AMRO Incorporated                  Banc of America Securities LLC
270 Park Avenue, 9/th/ Floor                    1325 Avenue of the Americas,           Bank of America Corporate Center
New York, NY 10017                              10th Floor                             NCI-007-07-01
Attn:  Transaction Execution Group              New York, NY 10019                     100 North Tryon Street
Fax: (212) 834-6702                             Attn:  Legal Dept.                     Charlotte, NC 28255
                                                Fax: (212) 258-1592                    Attn:  MTN Product Management
                                                                                       Fax: (704) 388-9939

Bear, Stearns & Co. Inc.                        Credit Suisse First Boston             Deutsche Banc Alex. Brown Inc.
245 Park Avenue                                 Corporation                            31 West 52nd Street
New York, NY 10167                              Eleven Madison Avenue                  New York, NY 10019
Attn:  Capital Markets Desk                     New York, NY 10010                     Attn:  Debt Capital Markets
Fax: (212) 272-6227                             Attn:  Short and Medium Term                  Syndicate Desk
                                                       Note Finance                    Fax: (212)469-7875
                                                Fax: (212) 743-5825

Goldman, Sachs & Co.                            HSBC Securities (USA) Inc.             Merrill Lynch, Pierce, Fenner &
85 Broad Street                                 452 Fifth Avenue                       Smith Incorporated
New York, NY 10004                              New York, NY 10018                     4 World Financial Center
Attn: Ben Smilchensky, Medium                   Attn: Transaction Management           Floor 15
      Term Note Trading, 85B/29/th              /Debt Capital Markets                  New York, NY 10080
Fax: (212) 902-0658                             Fax: (212) 525-0238/0239               Attn:  MTN Product Management
                                                                                       Fax: (212) 449-2234

Morgan Stanley & Co. Incorporated               Salomon Smith Barney Inc.              The Williams Capital Group, L.P.
1585 Broadway                                   388 Greenwich Street                   650 Fifth Avenue
New York, NY 10036                              New York, NY 10013                     10/th/ Floor
Attn:  Manager - Continuously                   Attn: Medium Term Note                 New York, NY 10019
       Offered Products                               Department                       Attn: Debt Syndicate
Fax: (212) 761-0780                             Fax: (212) 816-0949                    Fax: (212) 830-4545
Copy to: Peter Cooper, Investment
Banking Information Center
Fax: (212) 761-0260
</TABLE>

     In the case of any party hereto, alternatively notice may be directed to
such other address or person as such party shall specify to each other party by
a notice given in accordance given in accordance with the provisions of this
Section 12. Any such notice shall take effect at the time of receipt.

     13.  Successors. This Agreement and any Terms Agreement will inure to the
          ----------
benefit of and be binding upon the parties hereto, their respective successors,
the officers and directors and controlling persons referred to in Section 7 and,
to the extent provided in Section 6(e), any person who has agreed to purchase
Notes from the Issuer as the result of solicitation by any Agent pursuant
hereto, and no other person will have any right or obligation hereunder.

                                       19
<PAGE>

     14.  Governing Law; Counterparts. This Agreement and any Terms Agreement
          ---------------------------
shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to the conflicts of laws principles thereof. This
Agreement may be executed in counterparts and the executed counterparts shall
together constitute a single instrument.

                                       20
<PAGE>

15.  Entire Agreement. This Agreement incorporates the entire agreement between
     -----------------
the parties hereto with respect to the transactions contemplated herein. All
prior negotiations and agreements between the parties are merged in, and
superseded by, this Agreement and there are no agreements, representations or
warranties between the parties other than those set forth or provided for
herein.

     If the foregoing correctly sets forth our agreement, please indicate your
acceptance hereof in the space provided for that purpose below.

                                         Very truly yours,

                                         HEWLETT-PACKARD COMPANY


                                         By: /s/ Charles N. Charnas
                                             ----------------------------
                                             Senior Managing Counsel and
                                             ----------------------------
                                             Assistant Secretary
                                             ----------------------------

                                      21
<PAGE>

CONFIRMED AND ACCEPTED, as of
the date first above written:


J.P. Morgan Securities Inc.

By: /s/ Kevin J. Kulak
   --------------------------------------
Title: Vice President
      -----------------------------------

ABN AMRO Incorporated

By: /s/ Judith A. Lawson
   --------------------------------------
Title: Managing Director
      -----------------------------------

Banc of America Securities LLC

By: /s/ Lily Chang
   --------------------------------------
Title: Principal
      -----------------------------------


Bear, Stearns & Co. Inc.

By: /s/ Kelly Millet
   --------------------------------------
Title: Senior Managing Director
      -----------------------------------

Credit Suisse First Boston Corporation

By: /s/ Helena M. Willner
   --------------------------------------
Title: Director
      -----------------------------------

Deutsche Banc Alex. Brown Inc.

By: /s/ Reuben Daniels
   --------------------------------------
Title: Managing Director
      ------------------------------------
By: /s/ John A. Kneebone
   ---------------------------------------
Title: Associate
      ------------------------------------

                                      22
<PAGE>

Goldman, Sachs & Co.

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

HSBC Securities (USA) Inc.

By: /s/ John Campo
    -------------------------------------

Title: Managing Director
       ----------------------------------

Merrill Lynch, Pierce, Fenner & Smith
 Incorporated

By: /s/ Scott O. Primrose
    -------------------------------------
Title: Authorized Signatory
       ----------------------------------

Morgan Stanley & Co. Incorporated

By: /s/ Michael Fusco
    -------------------------------------
Title: Principal
       ----------------------------------

Salomon Smith Barney Inc.

By: /s/ Martha D. Bailey
    -------------------------------------

Title: First Vice President & Counsel
       ----------------------------------

The Williams Group, L.P.

By: /s/ DiAnne Calabrisotto
    -------------------------------------

Title: Chief Compliance & Administrative
       ----------------------------------
       Officer Principal
       ----------------------------------

                                      23
<PAGE>

                                   Exhibit A
                                   ---------


                            Hewlett-Packard Company

                                       $

                              [Title of Security]


                                Terms Agreement
                                ---------------

                                                                   ______,200___

[List agents]

Ladies and Gentlemen:

  Hewlett-Packard Company (the "Issuer") proposes, subject to the terms and
conditions stated herein and in the Agency Agreement, dated May__, 2001 (the
"Agency Agreement"), between the Issuer on the one hand and J.P. Morgan
Securities Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., and The Williams Capital Group, L.P., (the "Agents") on the other,
to issue and sell to [__________________] (the "Purchaser(s)") the securities
specified in the Schedule hereto (the "Purchased Notes"). Each of the provisions
of the Agency Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Nothing contained herein or in the
Agency Agreement shall make any party hereto an agent of the Issuer or make such
party subject to the provisions therein relating to the solicitation of offers
to purchase Notes from the Issuer, solely by virtue of its execution of this
Terms Agreement. Each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Terms Agreement,
except that each representation and warranty in Section 2 of the Agency
Agreement which makes reference to the Prospectus (as therein defined and as
amended through the date hereof) shall be deemed to be a representation and
warranty as of the date of the Agency Agreement in relation to the Prospectus,
and also a representation and warranty as of the date of this Terms Agreement in
relation to the Prospectus as will be amended and supplemented to relate to the
Purchased Notes.

  An amendment to the Registration Statement (as defined in the Agency
Agreement), or a supplement to the Prospectus, as the case may be, relating to
the Purchased Notes, in the form heretofore delivered to you is now proposed to
be filed with the Securities and Exchange Commission (the "Commission").

  Subject to the terms and conditions set forth herein and in the Agency
Agreement incorporated herein by reference, the Issuer agrees to issue and sell
to the Purchaser(s), and the Purchaser(s) agree(s) severally to purchase from
the Issuer, the Purchased Notes, at the time and place, in the principal amount
and at the purchase price set forth in the Schedule hereto.

                                      A-1
<PAGE>

  If the foregoing is in accordance with your understanding, please sign and
return to us ____ counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including those provisions of the Agency
Agreement incorporated herein by reference, shall constitute a binding agreement
between you and the Issuer.


                                            HEWLETT-PACKARD COMPANY


                                            By:_________________________________
                                               Name:
                                               Title:

Accepted:


[__________________]


By:_______________________________
   Name:
   Title:

                                      A-2
<PAGE>

                                                           Schedule to Exhibit A
Title of Purchased Notes:

  [  %] Medium Term Notes, Series A due _______

Aggregate Principal Amount:

  [$    or units of other specified currency]

  Purchase Price by the Purchaser(s):

    % of the principal amount of the Purchased Notes [, plus accrued interest,
if any, from   to  ]

Method of and Specified Funds for Payment of Purchase Price:

  By wire transfer to a bank account specified by the Issuer in immediately
available funds.

Senior Indenture:

  Senior Indenture, dated as of June 1, 2000, between the Issuer and Chase
Manhattan Bank and Trust Company, National Association, as Trustee.

Time and Date of Delivery:

Closing Location for Delivery of Notes:

Maturity:

Interest Rate/Formula:

         [%]

Interest Payment Dates:

  [months and dates]

Original Issue Discount:

Redemption Provisions, if any:

Repurchase Provisions, if any:

Sinking Fund Provisions, if any:

Standstill, if any:

Documents to be Delivered:

                                      A-3
<PAGE>

  The following documents referred to in the Agency Agreement shall be delivered
as a condition to the closing, if and to the extent set forth below:

  [(1)  An opinion or opinions of counsel as contemplated in Section 5(d).]

  [(2)  An officers' certificate dated the Closing Date, as contemplated in
        Section 5(e).]

  [(3)  An accountants' letter as contemplated in Section 5(f).]

  [(4)  An opinion of Agents' Counsel.]

Other Provisions (Including Syndicate Provisions, if Applicable):

                                      A-4
<PAGE>

                                   Exhibit B
                                   ---------

                           Administrative Procedures

     The Medium-Term Notes, Series A, due nine months or more from their issue
date (the "Notes") are to be offered from time to time by Hewlett-Packard
Company (the "Issuer"). J.P. Morgan Securities Inc., ABN AMRO Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., The Williams
Capital Group, L.P., as agents (each individually an "Agent" and collectively
the "Agents"), have agreed to use reasonable best efforts to solicit purchases
of the Notes pursuant to an Agency Agreement dated May 16, 2001 (the "Agency
Agreement"), among the Issuer and the Agents. No Agent will be obligated to
purchase Notes for its own account. The Notes will be issued pursuant to an
Indenture, dated as of June 1, 2000, with respect to Senior Debt Securities (the
"Senior Indenture"), between the Issuer and Chase Manhattan Bank and Trust
Company, National Association, as trustee (the "Trustee"). The Notes will rank
equally with all other unsecured senior debt securities of the Issuer and have
been registered with the Securities and Exchange Commission (the "Commission").

     Each Note will be represented initially by either a Global Security
registered in the name of a nominee of The Depository Trust Company, as
Depositary ("DTC") (a "Book-Entry Note") or a certificate issued in definitive
form (a "Certificated Note"). It is currently contemplated that both Fixed Rate
Notes (as defined below) and Floating Rate Notes (as defined below) may be
issued as Book-Entry Notes.

     Administrative Procedures and specific terms of the Notes and the offering,
to the extent Notes are offered and sold through the Agents, are explained
below. Administrative and record-keeping responsibilities will be handled for
the Issuer by its Treasury Department. Unless the Issuer otherwise advises each
Agent, the persons handling administrative responsibilities with whom each Agent
is to communicate regarding offers to purchase Notes and the details of their
delivery is the Assistant Treasurer, Hewlett-Packard Company, 3000 Hanover
Street, MS: 20BLC, Palo Alto, California 94304. To the extent that the following
Procedures conflict with the provisions of the Notes, the Senior Indenture or
the Letter (as defined below), the relevant provisions of the Note, the Senior
Indenture or the Letter shall control.

     Capitalized terms used in these Procedures without definition shall have
the respective meanings given to such terms in the Agency Agreement.

I.   CERTIFICATED NOTES AND GENERAL TERMS

     Unless otherwise agreed by the Issuer and the relevant Agent, the following
Procedures and specific terms are applicable to Certificated Notes and, except
to the extent otherwise specified under II below, Book-Entry Notes.

ORIGINAL ISSUE
DATE:             Each Note will be dated the date of its authentication. Each
                  Note will also bear an original issue date which, with respect
                  to any Note (or portion thereof), shall mean the date of its
                  original issuance and shall be specified therein. The original
                  issue date shall remain the same for all Notes subsequently
                  issued upon transfer, exchange or substitution of a Note,
                  regardless of their dates of authentication.
<PAGE>

MATURITIES:       Each Note will mature on a date, selected by the purchaser and
                  agreed to by the Issuer, which will be at least nine months
                  after the date of issue and which, unless otherwise specified
                  in the applicable Pricing Supplement, will be an Interest
                  Payment Date.

REDEMPTION OR
REPURCHASE:       The Notes will not be redeemable or subject to repurchase by
                  the Issuer prior to maturity or subject to repurchase at the
                  option of the holder of the Notes prior to maturity, unless
                  otherwise specified in the applicable Pricing Supplement.
                  Unless otherwise specified in the applicable Pricing
                  Supplement, the redemption or repurchase dates for Notes
                  subject to redemption or repurchase will correspond with the
                  Interest Payment Date (as defined below) for such Notes.

PRICE TO PUBLIC:  Each Note will be issued at 100% of principal amount, unless
                  otherwise specified in the applicable Pricing Supplement.

DENOMINATIONS:    Minimum denominations of U.S. $1,000 increased in multiples of
                  $1,000, unless otherwise specified in the applicable Pricing
                  Supplement, or such other specified denominations for foreign
                  or composite currencies as will be agreed between the Issuer
                  and the relevant Agent and specified in the applicable Pricing
                  Supplement.

REGISTRATION:     Notes will be issued only in fully registered form without
                  coupons.

INTEREST
PAYMENT:          Fixed Rate Notes. Interest will accrue on each Note bearing
                  interest at a Fixed Rate (the "Fixed Rate Notes") at the
                  annual rate stated on the face thereof and in the applicable
                  Pricing Supplement, and will be payable in arrears on the
                  Interest Payment Dates specified in the applicable Pricing
                  Supplement (an "Interest Payment Date" with respect to such
                  Fixed Rate Note) and at maturity. Unless otherwise specified
                  in the applicable Pricing Supplement, interest on a Fixed Rate
                  Note will be payable to the holder of record for such Fixed
                  Rate Note on the date (whether or not a business day) that is
                  fifteen calendar days (unless otherwise specified in a Pricing
                  Supplement) immediately preceding the Interest Payment Date (a
                  "Regular Record Date" with respect to such Fixed Rate Note)
                  specified in the Pricing Supplement. Interest payable on a
                  Fixed Rate Note (including payments for partial periods) will
                  be calculated and paid on the basis of a 360-day year of
                  twelve 30-day months.

                  Floating Rate Notes. Interest will accrue on each Note bearing
                  interest at a Floating Rate ("Floating Rate Notes") at the
                  variable rate determined by reference to an interest rate
                  formula or formulas, which may be adjusted by adding or
                  subtracting the spread and/or spread multiplier as specified
                  in the applicable Pricing Supplement. Unless otherwise
                  specified in the applicable Pricing Supplement, interest on a
                  Floating Rate Note will be payable on the Interest Payment
                  Date with respect to such Floating Rate Note, to the holder of
                  record of such Floating Rate Note on the Regular Record Date
                  (whether or not such day is a business day) with respect to
                  such Floating Rate Note. Accrued interest on a Floating Rate
                  Note will be calculated by multiplying the principal amount of
                  the Floating Rate Note by an accrued interest factor. The
                  accrued interest factor will be computed by adding the
                  interest factors

                                      B-2
<PAGE>

                  calculated for each day in the period for which accrued
                  interest is being calculated. Unless otherwise specified in
                  the Pricing Supplement, the interest factor for each day is
                  computed by dividing the interest rate in effect on that day
                  by (i) the actual number of days in the year, in the case of
                  Floating Rate Notes that are Treasury Rate Notes and CMT Rate
                  Notes or (ii) 360 days, in the case of all other Floating Rate
                  Notes.

                  With respect to both Floating Rate Notes and Fixed Rate Notes,
                  each Interest Payment Date will include interest accrued from
                  and including the date of issue or the last date to which
                  interest has been paid, as the case may be, to, but excluding
                  the applicable Interest Payment Date or the maturity date, as
                  the case may be.

ACCEPTANCE OF
OFFERS:           Each Agent will promptly advise the Issuer of each reasonable
                  offer to purchase Notes received by it, other than those
                  rejected by such Agent. Each Agent may, however, in its
                  reasonably exercised discretion, without notice to the Issuer,
                  reject any offer received by it, in whole or in part. The
                  Issuer will have the sole right to accept offers to purchase
                  Notes and may reject any such offer, in whole or in part. If
                  the Issuer rejects an offer solicited by an Agent, the Issuer
                  will promptly notify the Agent involved.

SETTLEMENT:       All offers accepted by the Issuer will be settled on the third
                  business day following the date of acceptance unless otherwise
                  agreed by any purchaser and the Issuer. Prior to 3:00 p.m.,
                  New York City time, on the business day next preceding the
                  settlement date, the Issuer will instruct the Trustee to
                  authenticate and deliver the Notes no later than 2:15 p.m.,
                  New York City time, on the settlement date.

DETAILS FOR
SETTLEMENT:       For each offer solicited by an Agent that is accepted by the
                  Issuer, the Agent who presented the offer (the "Presenting
                  Agent") shall communicate to the Issuer's Treasury Department
                  by telephone, facsimile transmission or other acceptable means
                  the following information (the "Purchase Information"):

                  1. Exact name in which the Note or Notes are to be registered
                     (the "Registered Owner").

                  2. Exact address of the Registered Owner.

                  3. Taxpayer identification number of the Registered Owner.

                  4. Principal amount of each Note to be delivered to the
                     Registered Owner.

                  5. If a Fixed Rate Note, the interest rate and initial
                     Interest Payment Date.

                  6. Trade date.

                  7. Settlement date.

                  8. Maturity date.

                                      B-3
<PAGE>

               9.  Specified currency and, if the specified currency is other
                   than U.S. dollars, the applicable exchange rate for such
                   specified currency.

               10. The exchange rate agent, if other than Chase Manhattan Bank
                   and Trust Company, National Association, and the exchange
                   rate determination date, if applicable.

               11. Issue price.

               12. Presenting Agent's commission.

               13. Net proceeds to the Issuer.

               14. If a Note is redeemable or subject to repurchase by the
                   Issuer, such of the following as are applicable:

                   (i)  Redemption date,

                  (ii)  Redemption price,

                 (iii)  Amount that the redemption price shall decline (but not
                        below par) on each anniversary of the redemption date,
                        if applicable,

                  (iv)  Repurchase date, and

                   (v)  Repurchase price.

               15. If a Note is subject to repurchase at the option of the
                   holder:

                     (i)  Repurchase date, and

                    (ii)  Repurchase price.

               16. If an original issue discount Note, each of the following:

                     (i)  the total amount of original issue discount,

                    (ii)  the yield to maturity, and

                   (iii)  the initial accrual period of original issue discount.

               17. If a Floating Rate Note, such of the following as are
                   applicable:

                     (i)  Interest rate basis,

                          (1)  CD Rate,

                          (2)  Commercial Paper Rate,

                                      B-4
<PAGE>

                          (3)  Federal Funds Rate,

                          (4)  LIBOR,

                          (5)  Treasury Rate,

                          (6)  Prime Rate,

                          (7)  CMT Rate,

                          (8)  Other.

                               (ii)  Index maturity,

                              (iii)  Index currency,

                               (iv)  Spread,

                                (v)  Spread multiplier,

                               (vi)  Maximum interest rate,

                              (vii)  Minimum interest rate,

                             (viii)  Interest rate base,

                               (ix)  Initial interest rate,

                                (x)  Interest reset dates,

                               (xi)  Calculation dates,

                              (xii)  Interest determination dates,

                             (xiii)  Interest Payment Dates,

                              (xiv)  Regular Record Dates, and

                               (xv)  Calculation agent.

               18.  Presenting agent.

               19.  Specifications of any of the following provisions, if
                    applicable:

                         [Amortizing Notes]

                         [Indexed Notes]

                         [Floating/Fixed Rate Notes]


                                      B-5
<PAGE>

                         [Dual Currency Notes]

                         [Interest Rate Reset]

                         [Extension of Maturity]

                         [Tax Redemption]

                 20.  Such other information as may be requested by the Issuer.

                 The original issue date of, and the settlement date for, Notes
                 will be the same. Before accepting any offer to purchase Notes
                 to be settled in fewer than three business days, the Issuer
                 shall verify that the Trustee will have adequate time to
                 prepare and authenticate the Notes. After receiving the details
                 for each offer from the Presenting Agent, the Issuer will,
                 after recording the details and any necessary calculations,
                 communicate the Purchase Information by telephone, facsimile
                 transmission or other acceptable means, to the Trustee. Prior
                 to preparing the Notes for delivery, the Trustee will confirm
                 the Purchase Information by telephone with the Presenting
                 Agent. The Trustee will assign to and enter on each Note a
                 transaction number.

                 Special provisions relating to Certificated Notes denominated
                 or payable in a currency, currencies, a currency unit or
                 currency units other than U.S. dollars may be agreed by the
                 Issuer and the Agents at a later time or specified in the
                 applicable Pricing Supplement.

CONFIRMATION:    For each accepted offer solicited by an Agent, the Presenting
                 Agent will issue a confirmation of the terms, with a copy to
                 the Issuer's Treasury Department, setting forth the Purchase
                 Information and delivery and payment instructions (each a
                 "Written Confirmation").

NOTE DELIVERIES
AND
CASH PAYMENT:    Upon the receipt of appropriate documentation and instructions,
                 which may be by telephone to be confirmed in writing from the
                 Issuer, and verification thereof, the Trustee will cause the
                 Notes to be prepared and authenticated and hold the Notes for
                 delivery against payment.

                 The Trustee will deliver the Notes, in accordance with
                 instructions from the Issuer, to the Presenting Agent, as the
                 Issuer's agent, for the benefit of the purchaser only against
                 delivery of a receipt therefor.

                                      B-6
<PAGE>

AGENTS' ADDRESSES
FOR DELIVERY OF
CERTIFICATED
NOTES:

<TABLE>
                    <S>                                                   <C>
                    J.P. Morgan Securities Inc.                             ABN AMRO Incorporated
                    4 New York Plaza                                        Bank of New York
                    Ground Floor Receiving Window                           Dealer Clearance Dept.
                    New York, NY 10041                                      One Wall Street, 3/rd/ Floor, Window 3B
                    Attention: Salvatore Giallanza                          New York, NY 10005
                    Tel: (212) 623-3104                                     Attn: Andrea Jackson, For account
                    Fax: (212) 623-2659                                     208462 AABT

                    Bank of New York                                        DTC NY Window
                    Dealer Clearance Department                             F/A/O Bear, Stearns & Co. Inc.
                    One Wall Street, 3/rd/ Floor, Window 3B                 55 Water St., 3/rd/ Floor
                    New York, NY 10005                                      New York, NY 10041
                    Attn: For the Account of Banc of America
                    Securities LLC

                    Credit Suisse First Boston Corporation                  Deutsche Banc Alex. Brown Inc.
                    5 World Trade Center, 7/th/ Floor                       1290 Ave of the Americas
                    New York, NY 10048                                      6/th/ Floor MS-NYC08-628
                    Attn: Paul Riley/Bill Ahern                             Attn: Brian Guerra
                    Tel: (212) 332-1606                                     New York, NY 10104

                    Goldman, Sachs & Co.                                    HSBC Securities (USA) Inc.
                    85 Broad Street                                         1 West 39/th/ Street
                    New York, NY 10004                                      11/th/ Floor
                    Attn: Dan Berthiaume, Fixed Income Ops., 85B/6/th/ Fl.  New York, NY 10018
                    Tel: (212) 902-8090                                     Attn: Dominic Andreassi
                    Fax: (212) 902-5178

                    Merrill Lynch, Pierce, Fenner & Smith Incorporated      Bank of New York
                    Merrill Lynch Money Markets Clearance                   Dealer Clearance Department
                    55 Water Street, 3/rd/ Floor Plaza Level                One Wall Street, 3/rd/ Floor, Window 3B
                    DTC New York Window                                     New York, NY 10005
                    New York, NY 10041                                      Attn: For the Account of Morgan Stanley &
                    Attn: Morana Noel                                       Co. Incorporated
                    Tel: (212) 855-2403
                    Fax: (212) 855-2457

                    New York Window                                         The Williams Capital Group, L.P.
                    The Depository Trust Company                            650 Fifth Avenue, 10/th/ Floor
                    Mezzanine Level, 3/rd/ Floor                            New York, NY 10019
                    For the Account of Salomon Smith Barney Inc.            Attn: Operations
                    55 Water Street                                         Fax: (212) 830-4545
                    New York, NY 10001
</TABLE>

                                      B-7
<PAGE>

                 The Presenting Agent, as the Issuer's agent, will (i) deliver
                 the Notes (with the written provided for above) to the
                 purchaser thereof against payment by such purchaser in
                 immediately available funds and (ii) give instructions for
                 payment to be made to the Issuer of an amount equal to the face
                 amount of Notes less the Presenting Agent's commission.
                 Delivery of any confirmation or Note will be made in compliance
                 with "Delivery of Prospectus" below.

FAILS:           In the event that a purchaser fails to take delivery of and
                 make payment for a Note on the applicable settlement date, the
                 Presenting Agent will notify the Trustee and the Issuer by
                 telephone, to be confirmed in writing. If the Note has been
                 delivered to Presenting Agent, as the Issuer's agent, the Agent
                 shall return such Note to the Trustee. If funds have been
                 advanced to the Issuer by the Presenting Agent for the purchase
                 of such Note, the Issuer will, immediately upon receipt of such
                 notification from the Trustee, refund the payment previously
                 made to it by the Presenting Agent in immediately available
                 funds. Such payments will be made on the settlement date, if
                 possible, and in any event not later than the business day
                 following the settlement date. If such failure occurs for any
                 reason other than the failure of the Presenting Agent to
                 provide the Purchase Information to the Issuer or to provide a
                 confirmation to the purchaser, the Issuer will reimburse the
                 Presenting Agent on an equitable basis for its loss of the use
                 of funds during the period when such funds were credited to the
                 account of the Issuer.

                 Immediately upon receipt of the Note in respect of which the
                 failure occurred, the Trustee will cause the Security Registrar
                 (as defined in the Senior Indenture) to make appropriate
                 entries to reflect the fact that the Note was never issued and
                 will destroy the Note.

PROCEDURE FOR
RATE CHANGES:    The Issuer and the Agents will discuss from time to time the
                 rates to be borne by the Notes that may be sold as a result of
                 the solicitation of offers by the Agents. Once any Agent has
                 recorded any indication of interest in Notes upon certain
                 terms, and communicated with the Issuer, if the Issuer plans to
                 accept an offer to purchase Notes upon such terms, it will
                 prepare a pricing supplement or sticker reflecting the terms of
                 such Notes and, after approval from the Agents, will arrange to
                 have the required number of copies of the supplement or sticker
                 filed with the Commission within two business days following
                 such acceptance and will supply at least five copies of such
                 sticker or supplement to the Presenting Agent. No settlements
                 with respect to Notes upon such terms may occur prior to such
                 filing and the Agents will not, prior to such filing, mail
                 confirmations to customers who have offered to purchase Notes
                 upon such terms. After such filing, sales, mailing of
                 confirmations and settlements may occur with respect to Notes
                 upon such terms, subject to the provisions of "Delivery of
                 Prospectus" below.

                 If the Issuer decides to "post" fixed interest rates and a
                 decision has been reached to change interest rates, the Issuer
                 will promptly notify each Agent. Each Agent will forthwith
                 suspend solicitation of purchases. At that time, the Agents
                 will recommend and, promptly thereafter, the Issuer will
                 establish fixed interest rates to be so posted. Following
                 establishment of posted fixed interest rates and prior to the
                 filing of the

                                      B-8
<PAGE>

               pricing supplement or sticker described in the preceding
               paragraph, the Agents may only record indications of interest in
               purchasing Fixed Rate Notes at the posted fixed interest rates.
               After such filing, sales, mailing of confirmations and
               settlements at the posted rates may resume, subject to the
               provisions of "Delivery of Prospectus" below.

               Outdated stickers, supplements and copies of the prospectus to
               which they are attached (other than those retained for files),
               will be destroyed.

SUSPENSION OF
SOLICITATION:  As provided in the Agency Agreement, the Issuer may suspend
               solicitation of purchases at any time and, upon receipt of notice
               from the Issuer, each Agent will forthwith suspend solicitation
               until such time as the Issuer has advised them that solicitation
               of purchases may be resumed.

DELIVERY OF
PROSPECTUS:    With respect to each purchase resulting from a solicitation by
               any Agent, a copy of the Prospectus, as most recently amended or
               supplemented on the date of delivery thereof (except as provided
               below), but excluding materials incorporated by reference
               therein, must be delivered to a purchaser prior to or together
               with the earlier of delivery of (i) the Written Confirmation and
               (ii) any Note purchased by such purchaser as a result of such
               solicitation. The Issuer shall ensure that the Presenting Agent
               receives such number of copies of the Prospectus and each
               amendment or supplement thereto (including appropriate pricing
               stickers, if any) reasonably requested by the Presenting Agent,
               but excluding materials incorporated by reference therein, by
               telecopy or overnight express (for delivery not later than 11:00
               a.m. on the second business day following the trade date) to
               enable the Presenting Agent to deliver such confirmation or Note
               to such purchaser as contemplated by these Procedures and in
               compliance with the preceding sentence. If, since the date of
               acceptance of such purchaser's offer, the Prospectus shall have
               been supplemented solely to reflect any sale of Notes on terms
               different from those agreed to between the Issuer and such
               purchaser or a change in posted rates not applicable to such
               purchaser, such purchaser shall not receive the Prospectus as
               supplemented by such new supplement, but shall receive the
               Prospectus as supplemented to reflect the terms of the Notes
               being purchased by such purchaser and otherwise as most recently
               amended or supplemented on the date of delivery of the
               Prospectus.

AGENTS ADDRESSES
FOR DELIVERY OF
PRICING
SUPPLEMENTS

                                      B-9
<PAGE>

<TABLE>
               <S>                                                                 <C>
               J.P. Morgan Securities Inc.                                         ABN AMRO Incorporated
               270 Park Avenue, 8/th/ Floor                                        181 W. Madison, 17/th/ Floor
               New York, NY 10017                                                  Chicago, IL 60602
               Attention: Medium Term Note Desk                                    Attn: Janet Mundell
               Tel: (212) 834-4421                                                 Fax: (312) 904-4058
               Fax: (212) 834-6081                                                 Copy to: Timothy Cox
                                                                                   Medium-Term Note Desk
                                                                                   1325 Avenue of the Americas
                                                                                   New York, NY 10019
                                                                                   Tel: (212) 314-1460
                                                                                   Fax: (212) 314-1499

               Banc of America Securities LLC                                      Bear, Stearns & Co. Inc.
               Bank of America Corporate Center                                    245 Park Avenue, 4/th/ Floor
               NCI-007-07-01                                                       New York, NY 10167
               100 North Tryon Street                                              Attn: Bill Foster
               Charlotte, NC 28255
               Attn: Lynn T. McConnell

               Credit Suisse First Boston Corporation                              Deutsche Banc Alex. Brown Inc.
               Eleven Madison Avenue, 5/th/ Floor                                  1290 Ave of the Americas
               New York, NY 10010                                                  6/th/ Floor MS-NYC08-628
               Attn: Short and Medium Term Products                                Attn: Brian Guerra
               Tel: (212) 325-7198                                                 New York, NY 10104

               Goldman, Sachs & Co.                                                HSBC Securities (USA) Inc.
               85 Broad Street                                                     452 Fifth Avenue
               New York, NY 10004                                                  New York, NY 10018
               Attn: Ben Smilchensky, Medium Term Note Trading, 85B/29/th/         Attn: Transaction Management/
               Tel: (212) 902-1482                                                 Debt Capital Markets
               Fax: (212) 902-0658                                                 Fax: (212) 525-0238/0239
                                                                                   Copy to: c/o ADP Prospectus
                                                                                   55 Mercedes Way
                                                                                   Edgewood, NY 11717
                                                                                   Attn: Nadia Burrows

               Merrill Lynch Production Technologies                               Morgan Stanley & Co. Incorporated
               44B Colonial Drive                                                  1585 Broadway
               Piscataway, NJ 08854                                                New York, NY 10036
               Attn: Prospectus Operations/                                        Attn: Medium-Term Note Trading Desk, Carlos
               Nachman Kimerling                                                   Cabrera
               Tel: (732) 885-2768                                                 Tel: (212) 761-4000
               Fax: (732) 885-2774/5/6                                             Fax: (212 761-0780

               Salomon Smith Barney Inc.                                           The Williams Capital Group, L.P.
               Attn: Annabelle Avila                                               650 Fifth Avenue, 10/th/ Floor
               Brooklyn Army Terminal                                              New York, NY 10019
               140 58/th/ Street, 8/th/ Floor                                      Attn: Debt syndicate
               Brooklyn, NY 11220                                                  Fax: (212) 830-4545
               Tel: (718) 765-6725
               Fax: (718) 765-6734
</TABLE>

                                     B-10
<PAGE>

AUTHENTICITY OF
SIGNATURES:       The Issuer will cause the Trustee to furnish the Agents from
                  time to time with the specimen signatures of the Trustee's
                  officers, employees or agents who have been authorized by the
                  Trustee to authenticate Notes, but the Agents will have no
                  obligation or liability to the Issuer or the Trustee in
                  respect of the authenticity of the signature of any officer,
                  employee or agent of the Issuer or the Trustee on any Note.

ADVERTISING
COST:             The Issuer will determine with the Agents the amount of
                  advertising that may be appropriate in offering the Notes.

II.   BOOK-ENTRY NOTES

      The following Procedures with respect to the offering of Book-Entry Notes,
supplement and, to the extent inconsistent therewith, replace the Procedures set
forth in Section I, above, with respect to the offering of Certificated Notes.
In connection with the qualification of the Book-Entry Notes for eligibility in
the book-entry system maintained by the DTC, the Trustee will perform the
custodial, document control and administrative functions described below, in
accordance with the Trustee's obligations (i) under a Letter of Representations
(the "Letter") from the Issuer and the Trustee to be entered into with DTC (ii)
under a Medium-Term Note Certificate Agreement between the Trustee and DTC dated
as of December 2, 1988, and (iii) as a participant in DTC, including DTC's Same-
Day Funds Settlement System ("SDFS").  Both Fixed and Floating Rate Notes may be
issued in book-entry form.

ISSUANCE:       On any settlement date for one or more Book-Entry Notes, the
                Issuer will issue a single Global Security in fully registered
                form without coupons (a "Global Security") representing up to
                $400,000,000 principal amount of all such Notes that have the
                same maturity date, redemption provisions, if any, repurchase
                provisions at the option of the holder or the Issuer, as the
                case may be, if any, Interest Payment Dates, interest rate
                basis, spread or spread multiplier, maximum or minimum interest
                rates, index maturity, interest determination dates, interest
                reset dates (as such terms are defined in the applicable
                Prospectus Supplement or Pricing Supplement), original issue
                date and original issue discount provisions, if any, in each
                case, to the extent applicable (collectively, the "Terms"). Each
                Global Security will be dated and issued as of the date of its
                authentication by the Trustee. Each Global Security will bear an
                issue date, which will be (i) with respect to an original Global
                Security (or any portion thereof), its original issue date, and
                (ii) following a consolidation of Global Securities, the most
                recent Interest Payment Date to which interest has been paid or
                duly provided for on the predecessor Global Securities,
                regardless of the date of authentication of such subsequently
                issued Global Security. No Global Security will represent any
                Certificated Note.

IDENTIFICATION
NUMBERS:        The Issuer will arrange with the CUSIP Service Bureau of
                Standard & Poor's Corporation (the "CUSIP Service Bureau") for
                the reservation of a series of CUSIP numbers, consisting of
                approximately 900 CUSIP numbers relating to Global Securities
                representing Book-Entry Notes. The Issuer will obtain from the
                CUSIP Service Bureau a written list of such series of reserved
                CUSIP numbers and will deliver to the Trustee and DTC a written
                list of CUSIP numbers of such series. The
                                     B-11
<PAGE>

                Trustee will assign CUSIP numbers to Global Securities as
                described below under Settlement Procedure "C." DTC will notify
                the CUSIP Service Bureau periodically of the CUSIP numbers that
                the Trustee has assigned to Global Securities. The Trustee will
                notify the Issuer at any time when fewer than 100 of the
                reserved CUSIP numbers remain unassigned to Global Securities,
                and if it deems necessary, the Issuer will reserve additional
                CUSIP numbers for assignment to Global Securities representing
                Book-Entry Notes. Upon obtaining such additional CUSIP numbers,
                the Issuer shall deliver a list of such additional CUSIP numbers
                to the Trustee and DTC.


REGISTRATION:   Each Global Security will be registered in the name of Cede &
                Co., as nominee for DTC, on the Security Register (as defined in
                the Senior Indenture) maintained under the Senior Indenture. The
                beneficial owner of a Book-Entry Note (or one or more indirect
                participants in DTC designated by such owner) will designate one
                or more participants in DTC (with respect to such Note, the
                "Participants") to act as agent or agents for such owner in
                connection with the book-entry system maintained by DTC, and DTC
                will record in book-entry form, in accordance with instructions
                provided by such Participants, a credit balance with respect to
                such Note in the account of such Participants. The ownership
                interest of such beneficial owner in such Note will be recorded
                through the records of such Participants or through the separate
                records of such Participants and one or more indirect
                participants in DTC.

TRANSFERS:      Transfers of a Book-Entry Note will be accomplished by book
                entries made by DTC and, in turn, by Participants (and, in
                certain cases, one or more indirect participants in DTC) acting
                on behalf of beneficial transferors and transferees of such
                Note.

EXCHANGES:      The Trustee may deliver to DTC and the CUSIP Service Bureau at
                any time a written notice of consolidation (a copy of which
                shall be attached to the Global Security resulting from such
                consolidation) specifying (i) the CUSIP numbers of two or more
                outstanding Global Securities that represent Book-Entry Notes
                having the same Terms (other than original issue date) and for
                which interest has been paid to the same date, (ii) a date,
                occurring at least 30 days after such written notice is
                delivered and at least 30 days before the next Interest Payment
                Date for such Book-Entry Notes, on which such Global Securities
                shall be exchanged for a single replacement Global Security and
                (iii) a new CUSIP number to be assigned to such replacement
                Global Security. Upon receipt of such a notice, DTC will send to
                its Participants (including the Trustee) a written
                reorganization notice to the effect that such exchange will
                occur on such date. Prior to the specified exchange date, the
                Trustee will deliver to the CUSIP Service Bureau a written
                notice setting forth such exchange date and the new CUSIP number
                and stating that, as of such exchange date, the CUSIP numbers of
                the Global Securities to be exchanged will no longer be valid.
                On the specified exchange date, the Trustee will exchange such
                Global Securities for a single Global Security bearing the new
                CUSIP number and a new original issue date and the CUSIP numbers
                of the exchanged Global Securities will, in accordance with
                CUSIP Service Bureau procedures, be canceled and not immediately
                reassigned. Notwithstanding the foregoing, if the Global
                Securities to be exchanged exceed $400,000,000 in aggregate
                principal amount, one Global Security will be authenticated and
                issued to represent each $400,000,000 of principal amount of the
                exchanged Global Securities and one or more additional Global
                Securities will be

                                     B-12
<PAGE>

                authenticated and issued to represent any remaining principal
                amount of such Global Securities (see "Denominations" below).

NOTICE OF
REPAYMENT
TERMS:          With respect to each Book-Entry Note that is subject to
                repurchase at the option of the holder, the Trustee will furnish
                DTC not more than 60 days prior to the settlement date (or such
                shorter period acceptable to DTC) pertaining to such Book-Entry
                Note a notice setting forth the terms of such repurchase option.
                Such terms shall include the start date and end dates of the
                first exercise period, the repurchase date following such first
                exercise period, the frequency with which such exercise periods
                occur (i.e., quarterly, semiannually, annually, etc.) and, if
                the repurchase option expires before maturity, the same
                information (except frequency) concerning the last exercise
                period.

REDEMPTION AND
REPAYMENT:      The Trustee will comply with the terms of the Letter with regard
                to redemptions and repayments of the Notes. If a Global Security
                is to be redeemed or repaid in part, the Trustee will exchange
                such Global Security for two Global Securities, one of which
                shall represent the portion of the Global Security being
                redeemed or repaid and shall be canceled immediately after
                issuance and the other of which shall represent the remaining
                portion of such Global Security and shall bear the CUSIP number
                of the surrendered Global Security.

DENOMINATIONS:  Unless otherwise agreed between the Issuer and the relevant
                Agent, Book-Entry Notes will be issued in principal amounts of
                $1,000 or any multiple thereof. Global Securities will be
                denominated in principal amounts not in excess of $400,000,000.
                If one or more Book-Entry Notes having an aggregate principal
                amount in excess of $400,000,000 would, but for the preceding
                sentence, be represented by a single Global Security, then one
                Global Security will be issued to represent each $400,000,000
                principal amount of such Book-Entry Note or Notes and one or
                more additional Global Securities will be issued to represent
                any remaining principal amount of such Book-Entry Note or Notes.
                In such a case, each of the Global Securities representing such
                Book-Entry Note or Notes shall be assigned the same CUSIP
                number.

INTEREST:       Publication. Standard & Poor's Corporation will use the
                information received in the pending deposit message described
                under the Settlement Procedure "C" below in order to include the
                amount of any interest payable and certain other information
                regarding the related Global Security in the appropriate weekly
                bond report published by Standard & Poor's Corporation.

                Notice of Interest Payment and Regular Record Dates. On the
                first business day of January, April, July and October of each
                year, the Trustee will deliver to the Issuer and DTC a written
                list of Regular Record Dates and Interest Payment Dates that
                will occur with respect to Book-Entry Notes during the six-month
                period beginning on such first business day. Promptly after each
                interest determination date or calculation date, as applicable
                (as specified in the applicable Note) for Floating Rate Notes,
                the

                                     B-13
<PAGE>

               Issuer, upon receiving notice thereof, will notify Standard &
               Poor's Corporation of the interest rate determined on such
               interest determination date or calculation date, as applicable.

PAYMENTS OF
PRINCIPAL
AND INTEREST:  Payments of Interest Only.  Promptly after each Regular Record
               Date, the Trustee will deliver to the Issuer and DTC a written
               notice specifying by CUSIP number the amount of interest to be
               paid on each Global Security on the following Interest Payment
               Date (other than an Interest Payment Date coinciding with
               maturity) and the total of such amounts.  The Issuer will confirm
               with the Trustee the amount payable on each Global Security on
               such Interest Payment Date.  DTC will confirm the amount payable
               on each Global Security on such Interest Payment Date by
               reference to the daily or weekly bond reports published by
               Standard & Poor's Corporation.  The Issuer will pay to the
               Trustee the total amount of interest due on such Interest Payment
               Date (other than at maturity), and the Trustee will pay such
               amount to DTC at the times and in the manner set forth below
               under "Manner of Payment." If any Interest Payment Date for a
               Book-Entry Note is not a business day, the payment due on such
               day shall be made on the next succeeding business day and no
               interest shall accrue on such payment for the period from and
               after such Interest Payment Date.

               Payments at Maturity. On or about the first business day of each
               month, the Trustee will deliver to the Issuer and DTC a written
               list of principal and interest to be paid on each Global Security
               maturing either at stated maturity or on a redemption or
               repurchase date occurring during such month. The Issuer, the
               Trustee and DTC will confirm the amounts of such principal and
               interest payments with respect to each such Global Security on or
               about the fifth business day preceding the maturity of such
               Global Security. The Issuer will pay to the Trustee, as the
               paying agent, the principal amount of such Global Security,
               together with interest due at such maturity. The Trustee will pay
               such amounts to DTC at the times and in the manner set forth
               below under "Manner of Payment." If any maturity of a Global
               Security representing Book-Entry Notes is not a business day, the
               payment due on such day shall be made on the next succeeding
               business day and no interest shall accrue on such payment for the
               period from and after such maturity. Promptly after payment to
               DTC of the principal and interest due at the maturity of such
               Global Security, the Trustee will cancel and destroy such Global
               Security in accordance with the terms of the Senior Indenture and
               deliver a certificate of destruction to the Issuer.

               Manner of Payment. The total amount of any principal and interest
               due on Global Securities on any Interest Payment Date or at
               maturity shall be paid by the Issuer to the Trustee in
               immediately available funds no later than 9:30 a.m. (New York
               City time), or as soon as practicable thereafter on such date.
               The Issuer will make such payment on such Global Securities by
               wire transfer to the Trustee. The Issuer will confirm
               instructions regarding payment to the Trustee. Prior to 10:00
               a.m. (New York City time) on each maturity date or as soon as
               possible thereafter, following receipt of such funds from the
               Issuer, the Trustee will pay by separate wire transfer (using
               fedwire message entry instructions in a form previously specified
               by DTC) to an account at the Federal Reserve Bank of New York
               previously specified by DTC,

                                     B-14
<PAGE>

               in immediately available funds, each payment of principal
               (together with interest thereon) due on Global Securities on any
               maturity date. On each Interest Payment Date, the applicable
               interest payment shall be made to DTC in immediately available
               funds in accordance with existing arrangements between the
               Trustee and DTC. Thereafter, on such Interest Payment Date, DTC
               will pay, in accordance with its SDFS operating procedures then
               in effect, such amounts in immediately available funds to the
               respective participants in whose names the Book-Entry Notes
               represented by such Global Securities are recorded in the book-
               entry system maintained by DTC. Neither the Issuer nor the
               Trustee shall have any direct responsibility or liability for the
               payment by DTC to such participants of the principal of and
               interest on the Book-Entry Notes.

               Withholding Taxes. The amount of any taxes required under
               applicable law to be withheld from any interest payment on a
               Book-Entry Note will be determined and withheld by the
               participant, indirect participant in DTC or other person
               responsible for forwarding payments and materials directly to the
               beneficial owner of such Note.

SETTLEMENT:    The receipt by the Issuer of immediately available funds in
               payment for a Book-Entry Note and the authentication and issuance
               of the Global Security or Global Securities representing such
               Note shall constitute "settlement" with respect to such Note. All
               offers accepted by the Issuer will be settled on the third
               business day from the date of the sale pursuant to the timetable
               for settlement set forth below unless the Issuer and the
               purchaser agree to settlement on another day.

SETTLEMENT
PROCEDURES:    Settlement procedures with regard to each Book-Entry Note sold by
               the Issuer through a Presenting Agent as agent shall be as
               follows (the "Settlement Procedures"):

               A. The Presenting Agent shall communicate the Purchase
                  Information to the Issuer's Treasury Department by telephone,
                  facsimile transmission or other acceptable means.

               B. After receiving the Purchase Information from the Presenting
                  Agent, the Issuer will, after recording the details and any
                  necessary calculations, communicate the relevant Purchase
                  Information to the Trustee by telephone, facsimile
                  transmission or other acceptable means.

               C. The Trustee will assign a CUSIP number to the Global Security
                  representing such Note and will telephone the Issuer and
                  advise the Issuer of such CUSIP number.  The Trustee will
                  enter a pending deposit message through DTC's Participant
                  Terminal System, providing the following settlement
                  information to DTC (which shall route such information to
                  Standard & Poor's Corporation and Interactive Data Services)
                  and the Presenting Agent:

                  1. The applicable information set forth in Settlement
                     Procedure "A."

                                     B-15
<PAGE>

                  2. Identification as a Fixed Rate Book-Entry Note or a
                     Floating Rate Book-Entry Note.

                  3. Interest payment period.

                  4. The initial Interest Payment Date for such Note, number of
                     days by which such date succeeds the related DTC record
                     date (which shall be the Regular Record Date as defined in
                     the Note unless otherwise specified in the applicable
                     Pricing Supplement) and amount of interest payable on such
                     Interest Payment Date per $1,000 principal amount of Notes.

                  5. Participants' account numbers maintained by DTC on behalf
                     of the Trustee and the Presenting Agent.

                  6  CUSIP number of the Global Security representing such Note.

                  7. Whether such Global Security will represent any other Book-
                     Entry Note (to the extent known at such time).

               D. The Issuer will deliver to the Trustee a Global Security
                  representing such Note.

               E. The Trustee will complete and authenticate the Global Security
                  representing such Note.  Prior to preparing the Global
                  Security for delivery, the Trustee will confirm the Purchase
                  Information by telephone with the Presenting Agent.

               F. DTC will credit such Note to the Trustee's participant account
                  at DTC.

               G. The Trustee will enter an SDFS deliver order through DTC's
                  Participant Terminal System instructing DTC to (i) debit such
                  Note to the Trustee's participant account and credit such Note
                  to the Presenting Agent's participant account and (ii) debit
                  the Presenting Agent's settlement account and credit the
                  Trustee's settlement account for an amount equal to the price
                  of such Note less the Presenting Agent's commission.  The
                  entry of such a deliver order shall constitute a
                  representation and warranty by the Trustee to DTC that (i) the
                  Global Security representing such Book-Entry Note has been
                  executed, delivered and authenticated and (ii) the Trustee is
                  holding such Global Security pursuant to the Medium-Term Note
                  Certificate Agreement between the Trustee and DTC.

               H. The Presenting Agent will enter an SDFS deliver order through
                  DTC's Participant Terminal System instructing DTC (i) to debit
                  such Note to the Presenting Agent's participant account and
                  credit such Note to the participant accounts of the
                  Participants with respect to such Note and (ii) to debit the
                  settlement accounts of such Participants and credit the
                  settlement account of the Presenting Agent for an amount equal
                  to the price of such Note.

               I. Transfers of funds in accordance with SDFS deliver orders
                  described in Settlement Procedures "G" and "H" will be settled
                  in accordance with SDFS operating procedures in effect on the
                  settlement date.

                                     B-16
<PAGE>

               J. The Trustee, upon confirming receipt of such funds, will wire
                  transfer to the account of the Issuer maintained at Chase
                  Manhattan Bank, New York, N.Y., Account of Hewlett-Packard
                  Company, ABA Number 021000021, Account Number 9102409530, in
                  immediately available funds in the amount transferred to the
                  Trustee in accordance with Settlement Procedure "G."

               K. The Presenting Agent will confirm the purchase of such Note to
                  the purchaser either by transmitting to the Participants with
                  respect to such Note a confirmation order or orders through
                  DTC's institutional delivery system or by mailing a Written
                  Confirmation to such purchaser.

SETTLEMENT
PROCEDURES
TIMETABLE:     For offers of Book-Entry Notes solicited by an Agent and accepted
               by the Issuer for settlement on the first business day after the
               sale date, Settlement Procedures "A" through "K" set forth above
               shall be completed as soon as possible but not later than the
               respective times (New York City time) set forth below:

                    SETTLEMENT
                    PROCEDURE           TIME
                    ---------           ----
                       A                11:00 a.m. on the sale date
                       B                12:00 noon on the sale date
                       C                2:00 p.m. on the sale date
                       D                3:00 p.m. on the sale date
                       E                9:00 a.m. on settlement date
                       F                10:00 a.m. on settlement date
                       G-H              2:00 p.m. on settlement date
                       I                4:45 p.m. on settlement date
                       J-K              5:00 p.m. on settlement date

               If a sale is to be settled two business days after the sale date,
               Settlement Procedures "A", "B" and "C" shall be completed as soon
               as practicable but no later than 11:00 a.m., 12:00 noon and 2:00
               p.m., as the case may be, on the first business day after the
               sale date.

               If a sale is to be settled more than two business days after the
               sale date, settlement procedure "A" shall be completed as soon as
               practicable but no later than 11:00 a.m. on the first business
               day after the sale date and Settlement Procedures "B" and "C"
               shall be completed as soon as practicable but no later than 12:00
               noon and 2:00 p.m., as the case may be, on the second business
               day after the sale date. If the initial interest rate for a
               floating rate Book-Entry Note has not been determined at the time
               that settlement procedure "A" is completed, Settlement Procedures
               "B" and "C" shall be completed as soon as such rate has been
               determined but no later than 12:00 noon and 2:00 p.m.,
               respectively, on the business day before the settlement date.
               Settlement procedure "I" is subject to extension in accordance
               with any extension of fedwire closing deadlines and in the other
               events specified in the SDFS operating procedures in effect on
               the settlement date.

                                     B-17
<PAGE>

               If settlement of a Book-Entry Note is rescheduled or canceled,
               the Trustee, upon receipt of notice, will deliver to DTC, through
               DTC's participant terminal system, a cancellation message to such
               effect by no later than 2:00 p.m. on the business day immediately
               preceding the scheduled settlement date.

FAILURE TO
SETTLE:        If the Trustee fails to enter an SDFS deliver order with respect
               to a Book-Entry Note pursuant to Settlement Procedure "G", the
               Trustee may deliver to DTC, through DTC's Participant Terminal
               System, as soon as practicable, a withdrawal message instructing
               DTC to debit such Note to the Trustee's participant account. DTC
               will process the withdrawal message, provided that the Trustee's
               participant account contains a principal amount of the Global
               Security representing such Note that is at least equal to the
               principal amount to be debited. If a withdrawal message is
               processed with respect to all the Book-Entry Notes represented by
               a Global Security, the Trustee will mark such Global Security
               "canceled", make appropriate entries in its records and send such
               canceled Global Security to the Issuer. The CUSIP number assigned
               to such Global Security shall, in accordance with CUSIP Service
               Bureau procedures, be canceled and not immediately reassigned. If
               a withdrawal message is processed with respect to one or more,
               but not all, of the Book-Entry Notes represented by a Global
               Security, the Trustee will exchange such Global Security for two
               Global Securities, one of which shall represent such Book-Entry
               Note or Notes and shall be canceled immediately after issuance
               and the other of which shall represent the remaining Book-Entry
               Notes previously represented by the surrendered Global Security
               and shall bear the CUSIP number of the surrendered Global
               Security.

               If the purchase price for any Book-Entry Note is not timely paid
               to the Participants with respect to such Note by the beneficial
               purchaser thereof (or a Person, including an indirect participant
               in DTC, acting on behalf of such purchaser), such Participants
               and, in turn, the Presenting Agent may enter SDFS deliver orders
               through DTC's Participant Terminal System reversing the orders
               entered pursuant to Settlement Procedures "H" and "G",
               respectively. Thereafter, the Trustee will deliver the withdrawal
               message and take the applicable related actions described in the
               preceding paragraph. If such failure shall have occurred for any
               reason other than any failure by the Presenting Agent (including
               but not limited to the failure to provide the Purchase
               Information to the Issuer or to provide a confirmation to the
               purchaser) the Issuer will reimburse the Presenting Agent on an
               equitable basis for its loss of the use of funds during the
               period when they were credited to the account of the Issuer.

               Notwithstanding the foregoing, upon any failure to settle with
               respect to a Book-Entry Note, DTC may take any actions in
               accordance with its SDFS operating procedures then in effect. In
               the event of a failure to settle with respect to one or more, but
               not all, the Book-Entry Notes to have been represented by a
               Global Security, the Trustee will provide, in accordance with
               Settlement Procedure "E", for the authentication and issuance of
               a Global Security representing the other Book-Entry Notes to have
               been represented by such Global Security and will make
               appropriate entries in its records.

                                     B-18