Global Selling Agency Agreement

                                 CIT Group Inc.

                            Global Medium-Term Notes

                     Due 9 Months or More From Date of Issue

                         Global Selling Agency Agreement

                                January 20, 2006

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Banc of America Securities LLC

9 West 57th Street

New York, New York 10019

Barclays Capital Inc.

200 Park Avenue

New York, New York 10166

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Goldman, Sachs & Co.

85 Broad St.

New York, New York 10004

                                      -1-

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

LaSalle Financial Services, Inc.

55 East 52nd Street

New York, New York 10055

Merrill Lynch, Pierce, Fenner & Smith

            Incorporated

4 World Financial Center, 15th Floor

New York, New York 10080

Morgan Stanley & Co. Incorporated

1585 Broadway, 4th Floor

New York, New York 10036

UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901

Wachovia Capital Markets, LLC

301 South College Street

Charlotte, North Carolina 28288-0602

Ladies and Gentlemen:

            CIT Group Inc., a Delaware corporation, (the "Company"), confirms

its agreement with each of you (individually, an "Agent", and collectively, the

"Agents") with respect to the issue and sale by the Company of its Medium-Term

Senior Notes, Series A, Due 9 Months or More from Date of Issue (the "Senior

Notes") and its Medium-Term Subordinated Notes, Series A, Due 9 Months or More

from Date of Issue (the "Subordinated Notes") (the Senior Notes and the

Subordinated Notes are referred to collectively herein as the "Notes"). The

Senior Notes will be issued under an indenture described on Schedule I attached

hereto (as may be amended or supplemented from time to time, the "Senior

Indenture"), between the Company and the trustee described on such Schedule (the

"Senior Trustee") and pursuant to resolutions of the Board of Directors of the

Company, or a committee thereof, or supplemental indentures, if any, as provided

in Section 3.1 of the Senior Indenture. The Company may change or add trustees

to Schedule I with the consent of the Agents, which consent shall not be

unreasonably withheld. The Subordinated Notes will be issued under an indenture

described on Schedule I attached hereto (as may be amended or supplemented from

time to time, the "Subordinated Indenture"), between the Company and the trustee

described on such Schedule (the "Subordinated Trustee") and pursuant to

resolutions of the Board of Directors of the Company, or a committee thereof, as

provided in Section 3.1 of the Subordinated Indenture. The Senior

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Indenture and the Subordinated Indenture are collectively referred to herein as

the "Indentures." The Senior Trustee and the Subordinated Trustee are each

referred to herein as a "Trustee." The Notes will be in fully registered form

and will be, in the case of Notes denominated in currencies or currency units

other than U.S. dollars (the "Foreign Currency Notes"), represented by one or

more global Notes or, in the case of all other Notes (the "Dollar Denominated

Notes"), represented by one or more global Notes registered in the name of and

delivered to The Depository Trust Company ("DTC") or its nominee and recorded in

the book-entry system maintained by DTC. The Notes will be in a minimum

denomination of U.S. $1,000 and integral multiples of U.S. $1,000 in excess

thereof, or, in the case of Foreign Currency Notes, in the denominations

indicated in a Term Sheet (as defined below) and/or in a pricing supplement (the

"Pricing Supplement") to the Prospectus referred to below. The Notes will have

the maturities, priority, annual interest rates (whether fixed or floating), if

any, or original issue discount, if any, redemption or repayment provisions, if

any, currency or currency unit of denomination, and other terms set forth in the

Pricing Supplement. The Notes will be issued, and the terms thereof established,

in accordance with the applicable Indenture and the Global Medium-Term Note

Administrative Procedures attached hereto as Exhibit I (the "Procedures"). The

Procedures may only be amended by written agreement of the Company and each

Agent after notice to and, in the case of amendments which affect the rights,

duties or obligations of a Trustee, a registrar, a paying agent, an

authenticating agent or an exchange rate agent, with the approval of, such

Trustee, registrar, paying agent, authenticating agent, or exchange rate agent,

as the case may be.

            1. Representations and Warranties of the Company The Company

represents and warrants to, and agrees with, each Agent that:

            (a) Registration statement No. 333-131159 has been filed with the

      Securities and Exchange Commission (the "Commission"). On or prior to the

      date hereof, a prospectus supplement relating to the Notes has been filed

      as a part of the Registration Statement (defined below), if applicable, or

      pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the

      "Act"). As used in this Agreement, "Registration Statement" means

      registration statement No. 333-131159 (and any further registration

      statements which may be filed by the Company for the purpose of

      registering Notes and in connection with which this Agreement is included

      or incorporated by reference as an exhibit), as amended at the date of

      this Agreement and in the form in which it has most recently been filed,

      or transmitted for filing at or prior to the Time of Sale (as defined

      below) with the Commission and "Prospectus" means the prospectus relating

      to the Notes included in the Registration Statement, the prospectus

      supplement relating to the Notes heretofore filed with the Commission and

      any Pricing Supplement relating to the Notes in the form in which it has

      most recently been filed, or transmitted for filing with the Commission at

      or prior to the Time of Sale, that has not been superseded or modified, in

      each case including all material incorporated by reference therein. The

      Company proposes to file with the Commission from time to time, pursuant

      to Rule 424(b) under the Act, Pricing Supplements to the Prospectus which

      will describe certain pricing terms of the Notes and, as further set forth

      herein, prior to any such filing will advise you of all information to be

      set forth therein.

            (b) (i) At the time of filing the Registration Statement, (ii) at

      the time of the most recent amendment thereto for the purposes of

      complying with Section 10(a)(3) of the Act

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      (whether such amendment was by post-effective amendment, incorporated

      report filed pursuant to Section 13 or 15(d) of the Securities Exchange

      Act of 1934, as amended (the "Exchange Act") or form of prospectus), and

      (iii) at the time the Company or any person acting on its behalf (within

      the meaning, for this clause only, of Rule 163(c)) under the Act made any

      offer relating to the Notes in reliance on the exemption of Rule 163, the

      Company was a "well-known seasoned issuer" as defined in Rule 405 under

      the Act, including not having been an "ineligible issuer" as defined in

      Rule 405.

            The Registration Statement is an "automatic shelf registration

      statement," as defined in Rule 405, that initially became effective within

      three years of the date of this Agreement.

            The Company has not received from the Commission any notice pursuant

      to Rule 401(g)(2) under the Act objecting to use of the automatic shelf

      registration statement form.

            (c) On the date the Registration Statement became effective, the

      Registration Statement and the Prospectus (i) conformed in all respects to

      the applicable requirements of the Act, the Trust Indenture Act of 1939,

      as amended (the "Trust Indenture Act"), and the applicable rules and

      regulations of the Commission promulgated pursuant to the Act, the Trust

      Indenture Act or the Exchange Act, as the case may be (the "Rules and

      Regulations"), and (ii) did not include any untrue statement of a material

      fact or omit to state any material fact required to be stated therein or

      necessary to make the statements therein not misleading. On the date of

      this Agreement, the Registration Statement and the Prospectus conform, and

      when any supplement to the Prospectus is filed with the Commission and at

      the date of delivery by the Company of any Notes sold hereunder, the

      Registration Statement and the Prospectus and any supplement thereto will

      conform, in all respects to the applicable requirements of the Act, the

      Trust Indenture Act and the applicable Rules and Regulations thereunder,

      and neither the Registration Statement nor the Prospectus includes, or

      will include as of any such time, any untrue statement of a material fact

      or omits or will omit to state any material fact required to be stated

      therein or necessary to make the statements therein not misleading;

      provided, however, this representation and warranty shall not apply to any

      statement or omission made in reliance upon and in conformity with,

      written information furnished to the Company by an Agent specifically for

      use in the Registration Statement or Prospectus or to that part of the

      Registration Statement which shall constitute the Statement of Eligibility

      under the Trust Indenture Act (Form T-1) of the Trustee under the

      Indenture.

            (d) The documents incorporated by reference in the Prospectus, when

      they were filed with the Commission, conformed in all material respects to

      the requirements of the Exchange Act and the Rules and Regulations

      thereunder, as applicable, and none of such documents 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; and any further documents so filed and incorporated by

      reference in the Prospectus, when such documents are filed with the

      Commission, will conform in all material respects to the applicable

      requirements of the Exchange Act and the Rules and Regulations thereunder,

      and will not contain an untrue statement of a material fact or

                                      -4-

      omit to state a material fact required to be stated therein or necessary

      to make the statements therein not misleading.

            (e) As of the applicable Time of Sale, the Term Sheet (as defined

      below), any Alternative Issuer Free Writing Prospectus (as defined below),

      the prospectus relating to the Notes included in the Registration

      Statement and the prospectus supplement relating to the Notes heretofore

      filed with the Commission, all considered together (the "General

      Disclosure Package") did not include any untrue statement of a material

      fact or omit to state any material fact necessary in order to make the

      statements therein, in the light of the circumstances under which they

      were made, not misleading. The preceding sentence does not apply to

      statements in or omissions from the General Disclosure Package based upon

      and in conformity with written information furnished to the Company by any

      Agent specifically for use therein.

            (f) (i) At the earliest time after the filing of the Registration

      Statement that the Company or another offering participant made a bona

      fide offer (within the meaning of Rule 164(h)(2) under the Act) of the

      Notes and (ii) at the date hereof, the Company was not and is not an

      "ineligible issuer" as defined in Rule 405.

            2. Solicitations by the Agent of Offers to Purchase; Purchases as

Principal; Additional Agents; Marketing Materials

            (a) Subject to the terms and conditions set forth herein, the

Company hereby authorizes each Agent to act as its agent to solicit offers for

the purchase of all or any part of the Notes, upon the terms set forth in the

Prospectus, as it may be amended or supplemented from time to time pursuant to

this Agreement, during the period beginning on the date hereof and ending on the

date the Company shall specify to the Agent in writing. On the basis of the

representations and warranties herein contained, but subject to the terms and

conditions herein set forth, each of the Agents agrees, as agent of the Company,

to use its reasonable best efforts to solicit offers to purchase the Notes upon

the terms and conditions set forth in the Prospectus as then amended or

supplemented. The Company reserves the right, in its sole discretion, (i) to

sell the Notes on its own behalf directly to investors in those jurisdictions

where it is authorized to do so or indirectly to investors through other agents,

(ii) to sell the Notes to other agents acting as principal and (iii) to suspend

solicitation of purchases of the Notes commencing at any time for any period of

time or permanently. Upon receipt of written instructions from the Company, an

Agent will forthwith suspend solicitation of offers to purchase the Notes until

such time as the Company has advised it that such solicitation may be resumed.

            Unless otherwise agreed between the Company and such Agent, the

Company agrees to pay each Agent, as consideration for soliciting the sale of

any Notes, a commission in U.S. dollars, at the time of settlement of each sale

of Notes by the Company as a result of a solicitation made by such Agent in an

amount equal to the following percentages of the principal amount of each Note

placed by such Agent:

                        Term                   Commission Rate %

                        ----                   -----------------

        9 months to less than 1 yr.                   .05

        1 yr. to less than 18 months                  .05

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        18 months to less than 2 yrs.                 .05

        2 yrs. to less than 3 yrs.                    .10

        3 yrs. to less than 4 yrs.                    .15

        4 yrs. to less than 5 yrs.                    .25

        5 yrs. to less than 6 yrs.                    .35

        6 yrs. to less than 7 yrs.                    .375

        7 yrs. to less than 10 yrs.                   .40

        10 yrs. to less than 15 yrs.                  .45

        15 yrs. to less than 20 yrs.                  .50

        20 yrs. up to and including 30 yrs.           .750

        More than 30 yrs.                             To be negotiated at

                                                      time of issuance

            The Agents are authorized to solicit offers to purchase the Notes

only in the denominations indicated in the applicable Term Sheet or Pricing

Supplement to the Prospectus.

            Each Agent shall communicate to the Company, orally or in writing,

each offer received by it to purchase Notes other than those reasonably rejected

by it as provided below. The Company 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 to reject, in its discretion reasonably exercised,

any offer received by it to purchase the Notes in whole or in part, and any such

rejection shall not be deemed a breach of its agreements contained herein.

Unless otherwise agreed between the Agents and the Company, the Agents and the

Company agree to perform the respective duties and obligations specifically

provided to be performed by them in the Procedures.

            (b) Subject to the terms and conditions stated herein, the Company

agrees that, whenever the Company determines to sell Notes directly to any Agent

as principal for its own account or for resale to others, it will enter into a

separate supplemental agreement relating to such sale in accordance with the

provisions of this Section 2(b) and for the purposes of this Agreement, (i) the

term "Agent" shall refer to each of you acting solely in the capacity as agent

for the Company hereunder and not as principal; (ii) the term "Purchaser" shall

refer to each of you acting solely as principal hereunder and not as agent; and

(iii) the term "you" or "your" shall refer to each of you acting in both such

capacities or in either such capacity. Any Purchaser may utilize a selling or

dealer group in connection with the resale of the Notes and may reallow any

portion of its commission.

            Each sale of Notes to a Purchaser shall be made in accordance with

the terms of this Agreement and the Procedures and a supplemental agreement

which will provide for the sale of such Notes to, and the purchase and

reoffering thereof by, a Purchaser. Each supplemental agreement (which may be

substantially in the form of Exhibit B hereto) is herein referred to as a "Terms

Agreement". Unless the context otherwise requires, each reference contained

herein to "this Agreement" shall be deemed to include any applicable Terms

Agreement between the Company and the Purchaser. Each such Terms Agreement,

shall be with respect to such information (as applicable) as is specified in

Exhibit B hereto. Unless and until a Terms Agreement has been validly entered

into as described above with regard to an issuance of Notes, an Agent purchasing

such Notes shall be deemed to be acting as Agent and not as Purchaser with

                                      -6-

regard to such issuance. The Purchaser's commitment to purchase Notes as

principal pursuant to any Terms Agreement shall be deemed to have been made on

the basis of the representations, warranties, covenants and agreements of the

Company herein contained and shall be subject to the terms and conditions set

forth in this Agreement and any further terms and conditions set forth in such

Terms Agreement. Each Terms Agreement shall specify the principal amount of

Notes to be purchased by the Purchaser pursuant thereto, the price to be paid to

the Company for such Notes, the currency or currency unit in which such Notes

shall be denominated, the rate at which interest, if any, will be paid on the

Notes (and whether such rate of interest shall be fixed or floating), the time

the Company and the Purchaser have agreed is immediately prior to or at the time

when sales of such Notes will first be confirmed orally or in writing (the "Time

of Sale"), the date of delivery of and payment for such Notes (the "Purchase

Date"), and such other provisions (including further terms of the Notes) as may

be mutually agreed upon. Each such Terms Agreement shall also specify the

requirements for the opinions of counsel and the certificate of the Company or

its officers pursuant to Sections 4(d) and 4(f) hereof and the requirements, if

any, for the letter(s) from the Company's independent registered public

accounting firm pursuant to Section 4(c) hereof. In addition, each such Terms

Agreement shall also specify whether such Notes are to be listed on any stock

exchange.

            Delivery of the certificates for Notes sold to a Purchaser pursuant

to any Terms Agreement shall be made as agreed to between the Company and the

Purchaser as set forth in the respective Terms Agreement, not later than the

Purchase Date set forth in such Terms Agreement, against payment of immediately

available funds to the Company in the net amount due to the Company for such

Notes by the method and in the form set forth in the respective Terms Agreement.

            (c) The documents required to be delivered by Section 4 hereof shall

be delivered to the office of Wilmer Cutler Pickering Hale and Dorr LLP, counsel

for the Agents, at 2445 M Street, N.W., Washington, DC 20037 on the date hereof,

or such other places as the parties may agree.

            (d) The Company, without the consent of the Agents, may appoint

additional firms or corporations to become Agents hereunder and within the

meaning of this Agreement upon the execution by the Company and each such firm

or corporation of an agreement to the effect that such firm or corporation shall

have all the rights and obligations of an Agent hereunder.

            (e) Each Agent agrees that it will comply with and make the

representations and warranties in accordance with the provisions set forth in

Schedule S hereof, provided that (i) such provisions may be supplemented or

modified by the agreement of the Company and the relevant Agent in relation to a

specific issue of Notes as set forth in the relevant Pricing Supplement and (ii)

such provisions shall not apply if the relevant law or regulation in the

relevant jurisdiction no longer applies and has not been replaced or modified by

any different law or regulation.

            (f) (i) Each Term Sheet and each Alternative Issuer Free Writing

Prospectus, as of its issue date and at all subsequent times through the

completion of the public offer and sale of the Notes to which such Term Sheet or

Alterative Issuer Free Writing Prospectus relates or until

                                      -7-

any earlier date that the Company notified or notifies the Agents as described

in the next sentence, did not, does not and will not include any information

that conflicted, conflicts or will conflict with the information contained in

the Registration Statement relating to the Notes, including any document

incorporated by reference therein and any prospectus supplement deemed to be a

part thereof that has not been superseded or modified. If at any time from the

issuance of a Term Sheet or Alternative Issuer Free Writing Prospectus to the

completion of the distribution of the Notes there occurred or occurs an event or

development as a result of which such Term Sheet or Alternative Issuer Free

Writing Prospectus conflicted or would conflict with the information contained

in the Registration Statement relating to the Notes, the Company has promptly

notified or will promptly notify the Agents and has promptly amended or will

promptly amend or supplement, at its own expense, such Term Sheet or Alternative

Issuer Free Writing Prospectus to eliminate or correct such conflict. The

foregoing two sentences do not apply to statements in or omissions from any Term

Sheet or Alternative Issuer Free Writing Prospectus based upon and in conformity

with written information furnished to the Company by any Agent specifically for

use therein. "Term Sheet" means a term sheet with respect to the final terms of

the Notes substantially in the form of Exhibit C-1 or Exhibit C-2. "Alternative

Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as

defined in Rule 433 under the Act (other than the Term Sheet), relating to the

Notes that the Company and the Agents have agreed to, prior to the use thereof,

in writing pursuant to Section 2(f)(ii) in the form filed or required to be

filed with the Commission or, if not required to be filed, in the form retained

in the Company's records pursuant to Rule 433(g).

            (ii) The Company represents and agrees that, unless it obtains the

prior consent of the applicable Agents, it has not made and will not make any

offer relating to the Notes that would constitute an "issuer free writing

prospectus," as defined in Rule 433, or that would otherwise constitute a "free

writing prospectus," as defined in Rule 405, required to be filed with the

Commission, and each relevant Agent represents and warrants to, and agrees with,

the Company and each other relevant Agent that, unless it obtains the prior

consent of the Company and the Agents, it has not made and will not make any

offer relating to the Notes that would constitute a "free writing prospectus" as

defined in Rule 405 (except as provided below); provided that, prior to the use

thereof, and the filing thereof, the prior consent of the Company and Agents

shall be deemed to have been given in respect of any Term Sheet or Alternative

Issuer Free Writing Prospectus attached as a schedule to any applicable Terms

Agreement. Any such Term Sheet, or in the case of an Alternative Issuer Free

Writing Prospectus that the Company and the Agents have agreed in writing to

use, prior to the use thereof, is hereinafter referred to as a "Permitted Free

Writing Prospectus." The Company represents that it has treated or agrees that

it will treat each Permitted Free Writing Prospectus as an "issuer free writing

prospectus," as defined in Rule 433, and has complied and will comply with the

requirements of Rule 433 applicable to any Permitted Free Writing Prospectus,

including timely Commission filing where required, legending and record keeping.

The Company consents to the use by any Agent of a free writing prospectus that

contains only (i) information describing the preliminary terms of the Notes or

their offering or (ii) information that describes the final terms of the Notes

or their offering and that is included in the final Term Sheet of the Company

contemplated by Section 3(m).

            3. Covenants of the Company The Company covenants and agrees with

each Agent that it will deliver to counsel for the Agents one signed copy of the

Registration Statement

                                      -8-

relating to the Notes, including all exhibits, in the form it became effective

and of all amendments thereto and that:

            (a) The Company will advise counsel for the Agents promptly of any

      proposal to amend or supplement the Registration Statement or the

      Prospectus or to prepare any additional registration statement with

      respect to the registration of Notes, and in any case, prior to the

      termination of the offering of the Notes pursuant to this Agreement, will

      provide such Agent with a reasonable opportunity to comment thereon and

      will advise such Agent promptly of (x) the institution by the Commission

      of any stop order proceedings in respect of the Registration Statement or

      of any part thereof or the additional registration statement or (y)

      receipt from the Commission of any notice of objection to the use of the

      Registration Statement or any post-effective amendment thereto pursuant to

      Rule 401(g)(2) under the Act by the Company and will use its best efforts

      to prevent the issuance of any such stop order or notice of objection and

      to obtain as soon as possible the withdrawal of such stop order or notice

      of objection, if issued. If the termination of the offering of the Notes

      pursuant to this Agreement has not occurred prior to the third anniversary

      (the "Renewal Deadline") of the initial effective date of the Registration

      Statement, the Company will prior to the Renewal Deadline file, if it has

      not already done so and is eligible to do so, a new automatic shelf

      registration statement relating to the Notes. If the Company is no longer

      eligible to file an automatic shelf registration statement, the Company

      will prior to the Renewal Deadline, if it has not already done so, file a

      new shelf registration statement relating to the Notes, and will use its

      reasonable efforts to cause such registration statement to be declared

      effective within 180 days after the Renewal Deadline. The Company will use

      its reasonable efforts to permit the public offering and sale of the Notes

      to continue as contemplated in the expired registration statement relating

      to the Notes. If the Company receives from the Commission a notice

      pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the

      automatic shelf registration statement form, the Company will (i) promptly

      notify the Agents, (ii) promptly file a new registration statement or

      post-effective amendment on the proper form relating to the Notes, (iii)

      use its reasonable efforts to cause such registration statement or

      post-effective amendment to be declared effective as soon as practicable,

      and (iv) promptly notify the Agents of such effectiveness. The Company

      will use its reasonable efforts to permit the public offering and sale of

      the Notes to continue as contemplated in the registration statement that

      was the subject of the Rule 401(g)(2) notice or for which the Company has

      otherwise become ineligible. The Company will promptly advise each Agent

      (i) when each supplement to the Prospectus shall have been filed with the

      Commission pursuant to Rule 424(b), (ii) when any amendment of the

      Registration Statement or the additional registration statement shall have

      been filed and become effective, (iii) when any Term Sheet or Alternative

      Issuer Free Writing Prospectus shall have been filed with the Commission

      pursuant to Rule 433, (iv) of any request by the Commission for any

      amendment of the Registration Statement or amendment of or supplement to

      the Prospectus or for any additional information, and (v) of the receipt

      by the Company of any notification with respect to the suspension of the

      qualification of the Notes for sale in any jurisdiction or the initiation

      or threatening of any proceeding for such purpose.

                                      -9-

            (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 or supplement the Registration Statement or

      the Prospectus to comply with the Act, the Company promptly will (i)

      notify each Agent to suspend the solicitation of offers to purchase the

      Notes and (ii) 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.

            (c) The Company will file such reports pursuant to the Exchange Act

      and the Rules and Regulations thereunder, as are necessary in order to

      make generally available to its security holders as soon as practicable an

      earning statement within the meaning of Rule 158 under the Act for the

      purposes of, and to provide the benefits contemplated by the last

      paragraph of Section 11(a) of the Act.

            (d) The Company will furnish each Agent with copies of the

      Registration Statement, including all exhibits, the Prospectus and all

      amendments and supplements to such documents, including documents

      incorporated by reference therein, in each case as soon as available and

      in such quantities as are reasonably requested and so long as an Agent is

      required to deliver a Prospectus in connection with sales or solicitations

      of offers to purchase the Notes.

            (e) The Company will use its best efforts, in cooperation with the

      Agents, to qualify the Notes for sale under the applicable laws of such

      jurisdictions as the Agents may reasonably request and will continue such

      qualifications in effect so long as required for the sale of the Notes

      hereunder; provided, however, that the Company shall not be obligated to

      qualify as a foreign corporation or as a dealer in securities or to

      execute or file any consents to service of process under the laws of any

      such state. Counsel for the Agents shall provide or cause to be provided

      to the Agents, annually, a "blue sky" memorandum relating to its debt

      securities of the Company registered under the Registration Statement.

            (f) The Company covenants and agrees with each Agent that the

      Company will pay or cause to be paid the following: (i) the fees and

      expenses of the Company's counsel and accountants in connection with the

      registration of the Notes under the Act and all other expenses in

      connection with the registration of the Notes under the Act and all other

      expenses in connection with the preparation, printing and filing of the

      Registration Statement, any preliminary prospectus, any Term Sheet or

      Alternative Issuer Free Writing Prospectus, the Prospectus and any Pricing

      Supplement and all other amendments and supplements thereto and the

      mailing and delivering of copies thereof to such Agent; (ii) all

      reasonable and necessary fees and expenses of counsel for the Agents in

      connection with any issuance of the Notes to investors through each such

      Agent, which fees and expenses are incurred subsequent to the date hereof,

      unless otherwise agreed to between the Company and the Agents; (iii) all

      expenses in connection with the qualification of the Notes for offering

      and sale under state securities laws as provided in

                                      -10-

      Section 3(e) hereof, including fees and disbursements in connection with

      such qualification and in connection with "blue sky" and "blue sky"

      surveys; (iv) any fees charged by securities rating services for rating

      the Notes; (v) any filing fees incident to any required review by the

      National Association of Securities Dealers, Inc. of the terms of the sale

      of the Notes; (vi) the cost of preparing the Notes; (vii) any advertising

      connected with the solicitation of offers to purchase and the sale of

      Notes so long as such advertising expenses have been approved by the

      Company; (viii) the cost of providing any CUSIP, ISIN, common code or

      other identification numbers for the Notes; and (ix) all other costs and

      expenses incident to the performance of the Company's obligations

      hereunder which are not otherwise specifically provided for in this

      paragraph. Except as provided in Section 5 hereof, each Agent shall pay

      all other expenses it incurs.

            (g) Each time the Registration Statement or the Prospectus is

      amended or supplemented, including by the filing with the Commission of

      any document incorporated by reference into the Prospectus (other than by

      an amendment or supplement (i) relating to an offering of securities other

      than the Notes, (ii) consisting of additional exhibits to the Registration

      Statement filed in a Current Report on Form 8-K or a Post-Effective

      Amendment to the Registration Statement filed pursuant to Rule 462(d)

      under the Act, (iii) providing solely for the specification of the terms

      of the Notes (excluding (a) any change in the formula by which interest

      rates on the Notes may be determined and (b) any information relating to

      Specified Currencies (as defined in the Prospectus) other than U.S.

      dollars), or (iv) occurring due to incorporation by reference of a Form

      10-Q or Form 10-K of the Company), the Company, upon the request of an

      Agent, will deliver or cause to be delivered forthwith to such Agent a

      certificate of the Company signed by the principal financial or accounting

      officer of the Company, dated the date of the effectiveness of such

      amendment or the date of filing of such supplement (or document

      incorporated by reference), in form reasonably satisfactory to such Agent,

      to the effect that the statements contained in the certificate referred to

      in Section 4(f) hereof that was last furnished to the Agents (either

      pursuant to Section 4(f) hereof or pursuant to this Section 3(g)) are true

      and correct at the time of the effectiveness of such amendment or the

      filing of such supplement (or document incorporated by reference) as

      though made at and as of such time (except that (i) the last day of the

      fiscal quarter for which financial statements of the Company were last

      filed with the Commission shall be substituted for the corresponding date

      in such certificate and (ii) such statements shall be deemed to relate to

      the Registration Statement and the Prospectus as amended and supplemented

      to the time of the effectiveness of such amendment or the filing of such

      supplement (or document incorporated by reference)) or, in lieu of such

      certificate, a certificate substantially in the form of the certificate

      referred to in Section 4(f) hereof but modified to relate to the last day

      of the fiscal quarter for which financial statements of the Company were

      last filed with the Commission and to the Registration Statement and the

      Prospectus as amended and supplemented to the time of the effectiveness of

      such amendment or the filing of such supplement (or document incorporated

      by reference); provided, however, that such certificate need not be

      furnished with respect to an amendment or supplement (or document

      incorporated by reference) deemed immaterial in the reasonable opinion of

      such Agent.

                                      -11-

            (h) Each time the Registration Statement or the Prospectus is

      amended or supplemented, including by the filing with the Commission of

      any document incorporated by reference into the Prospectus, the Company,

      upon the request of an Agent, shall furnish or cause to be furnished

      forthwith to such Agent the written opinion or opinions of Robert J.

      Ingato, General Counsel of the Company, and/or Shearman & Sterling LLP, or

      other counsel of the Company reasonably satisfactory to such Agent;

      provided, however, that such opinions need not be furnished with respect

      to an amendment or supplement (or document incorporated by reference) (i)

      relating to an offering of securities other than the Notes, (ii)

      consisting of additional exhibits to the Registration Statement filed in a

      Current Report on Form 8-K or a Post-Effective Amendment to the

      Registration Statement filed pursuant to Rule 462(d) under the Act (iii)

      providing solely for the specification of the terms of the Notes

      (excluding (a) any change in the formula by which interest rates on the

      Notes may be determined and (b) any information relating to Specified

      Currencies other than U.S. dollars), or (iv) occurring due to

      incorporation by reference of a Form 10-Q or Form 10-K of the Company. Any

      such opinion shall be dated the date of the effectiveness of such

      amendment or the date of filing of such supplement (or document

      incorporated by reference), in form satisfactory to the Agents, and shall

      be substantially in the form of the opinions referred to in Section 4(d)

      hereof but modified to relate to the Registration Statement and the

      Prospectus as amended and supplemented to the time of the effectiveness of

      such amendment or the filing of such supplement (or document incorporated

      by reference); provided, however, that such opinion need not be furnished

      with respect to an amendment or supplement (or document incorporated by

      reference) deemed immaterial in the reasonable opinion of such Agent. In

      lieu of such opinion, counsel last furnishing such an opinion to the

      Agents may furnish to the Agents a letter to the effect that the Agents

      may rely on such last opinion to the same extent as though it were dated

      the date of such letter authorizing reliance on such last opinion (except

      that statements in such last opinion will be deemed to relate to the

      Registration Statement and the Prospectus as amended and supplemented to

      the time of the effectiveness of such amendment or the filing of such

      supplement (or document incorporated by reference therein)).

            (i) Each time that the Registration Statement or the Prospectus is

      amended or supplemented to set forth amended or supplemental financial

      information or such amended or supplemental information is incorporated by

      reference in the Registration Statement or the Prospectus, the Company

      shall, upon request by an Agent, unless a letter is otherwise furnished

      pursuant to Section 3(o) hereof, cause its independent registered public

      accounting firm, forthwith to furnish such Agent a letter, dated the date

      of the effectiveness of such amendment or the date of filing of such

      supplement, in form satisfactory to such Agent, substantially in the form

      of the letter referred to in Section 4(c) hereof with such changes as may

      be necessary to reflect the amended and supplemental financial information

      included or incorporated by reference in the Registration Statement and

      the Prospectus, as amended or supplemented to the date of such letter.

            (j) Each acceptance by the Company of an offer to purchase Notes

      will be deemed to be a representation and warranty to the Agents that

      neither the Registration

                                      -12-

      Statement, the Prospectus nor the General Disclosure Package, as then

      amended or supplemented, includes any untrue statement of a material fact,

      or omits to state any material fact necessary to make the statements

      therein, in the light of the circumstances under which they were made, not

      misleading.

            (k) During the period from the date of any Terms Agreement with

      regard to a sale of Notes in aggregate amount of not less than $50 million

      to a Purchaser and continuing to and including the Purchase Date for such

      Notes, the Company will not offer, sell, contract to sell or otherwise

      dispose of debt securities of the Company in the United States which are

      substantially similar to such Notes, without the prior written consent of

      the Purchaser.

            (l) The Company, during the period when the Prospectus is required

      to be delivered under the Act, will file promptly all documents required

      to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or

      15(d) of the Exchange Act.

            (m) The Company will prepare with respect to any Notes to be sold

      through or to the Agents pursuant to this Agreement, a final Term Sheet,

      containing solely a description of the Notes, substantially in the form of

      Exhibit C-1 or Exhibit C-2 hereto and approved by the Agents and will file

      such Term Sheet and, if agreed to in writing by the Company and the

      Agents, any Alternative Issuer Free Writing Prospectus pursuant to Rule

      433(d) under the Act within the time period prescribed by such Rule.

            (n) The Company will prepare, with respect to any Notes to be sold

      through or to the Agents pursuant to this Agreement, a Pricing Supplement

      with respect to such Notes in a form previously approved by the Agents and

      will timely file such Pricing Supplement pursuant to Rule 424(b) under the

      Act.

            (o) The Company will pay the required Commission filing fees

      relating to the Notes within the time required by Rule 456(b)(1) under the

      Act without regard to the proviso therein and otherwise in accordance with

      Rules 456(b) and 457(r) under the Act.

            (p) If required by Rule 430B(h) under the Act, the Company will

      prepare and file a prospectus pursuant to Rule 424(b) under the Act not

      later than may be required by such Rule; provided, however that to the

      extent such prospectus names one or more Agents, the Company will not file

      such prospectus without the prior approval of the Agents which consent

      shall not be unreasonably withheld.

            (q) The Company, in relation to any Notes that are to be listed on

      any stock exchange will use its best efforts to arrange the admission to

      listing of such Notes on such stock exchange and to maintain such listing

      until the relevant Notes are no longer outstanding; provided that if it

      should become impracticable or unduly burdensome to maintain any such

      listing, the Company will use its best efforts to arrange and maintain

      such listing for the relevant Notes on such other stock exchange as it and

      the relevant Agent(s) may agree.

            (r) The Company will make available to each Agent as soon as

      practicable, but not later than 60 days after the close of each of the

      first three fiscal quarters of each fiscal

                                      -13-

      year of the Company and 135 days after the close of each fiscal year of

      the Company, each of the following, each of which shall be dated as of the

      date of the close of such fiscal quarter or fiscal year a letter of the

      Company's independent registered public accounting firm, substantially in

      the form of the letter referred to in Section 4(c). If requested by any

      Agent, the Company will make available to each Agent as soon as

      practicable, not later than 60 days after the close of each of the first

      three fiscal quarters of each fiscal year of the Company or 135 days after

      the close of each fiscal year of the Company: (i) the written opinion or

      opinions of Robert J. Ingato, General Counsel of the Company, and Shearman

      & Sterling LLP, or other counsel of the Company reasonably satisfactory to

      the Agents, in form satisfactory to the Agents, substantially in the form

      of the opinions referred to in Section 4(d) (which opinions may be in the

      form of a confirmation that the opinions delivered the date hereof

      pursuant to Section 4(d) remain in effect without modification) and (ii) a

      certificate of the principal financial or accounting officer of the

      Company substantially in the form of the certificate referred to in

      Section 4(f).

            4. Conditions of the Obligations of the Agents The obligations of

any Agent, as agent of the Company, at any time to solicit offers to purchase

the Notes, and the obligation of any Agent to purchase Notes as a Purchaser

pursuant to any Terms Agreement, will be subject to the accuracy, as of the date

hereof, as of the date of the effectiveness of any amendment to the Registration

Statement (including the filing of any document incorporated by reference into

the Prospectus), as of the date any supplement to the Prospectus is filed with

the Commission, as of the Time of Sale and as of the time of delivery of Notes

to any purchaser or to the Agents as Purchaser, of the representations and

warranties on the part of the Company herein (and, in the case of an obligation

of an Agent under a Terms Agreement, in or incorporated in such Terms Agreement

by reference), to the accuracy of the statements of Company officers made

pursuant to the provisions hereof, to the performance by the Company of its

obligations hereunder and to the following additional conditions precedent

(other than the conditions specified in clauses (w), (x), (y) and (z) of

paragraph (b)(ii) below, which are conditions precedent to, and only to, the

obligations of an Agent to purchase Notes as a Purchaser pursuant to a Terms

Agreement):

            (a) The Prospectus as amended or supplemented in relation to the

      Notes shall have been filed with the Commission pursuant to Rule 424(b)

      under the Act within the applicable time period prescribed for such filing

      by the rules and regulations under the Act and in accordance with Section

      3(n) hereof; any final Term Sheet or Alternative Issuer Free Writing

      Prospectus contemplated by Section 3(m) hereof, and any other material

      required to be filed by the Company pursuant to Rule 433(d) under the Act,

      shall have been filed with the Commission within the applicable time

      periods prescribed for such filings by Rule 433; no stop order suspending

      the effectiveness of the Registration Statement or any part thereof shall

      have been issued and no proceeding for that purpose shall have been

      instituted or, to the knowledge of the Company or such Agent, shall be

      contemplated by the Commission; and no notice of objection of the

      Commission to the use of the Registration Statement or any post-effective

      amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been

      received by the Company; and all requests for additional information on

      the part of the Commission shall have been complied with to the Agents'

      reasonable satisfaction.

                                      -14-

            (b) (i) Subsequent to the respective dates as of which information

      is given in the Registration Statement and the Prospectus or the Time of

      Sale with respect to any Note or, if applicable, the date of any Terms

      Agreement, there shall not have occurred any change, or any development

      involving a prospective change, in or affecting the business, properties,

      financial condition or results of operations of the Company or its

      subsidiaries the effect of which is, in the reasonable judgment of such

      Agent (which, in the case of any syndicated offering, shall be the lead

      manager(s)), so material and adverse to the Company so as to make it

      impracticable or inadvisable to proceed with the soliciting of offers to

      purchase the Notes as contemplated by the Registration Statement and the

      Prospectus; and (ii) subsequent to the sale date with respect to any Note

      or, if applicable, the date of any Terms Agreement, (v) no public

      announcement shall have been given of any intended or potential

      downgrading or withdrawal in the credit rating accorded any of the

      Company's debt securities, or no credit rating of any debt securities of

      the Company shall have been lowered or withdrawn, by Moody's Investors

      Service, Standard & Poor's Ratings Services or Fitch, Inc., (w) trading of

      securities generally on the New York Stock Exchange or the National

      Association of Securities Dealers Automated Quotations System, or any

      exchange on which the Notes may be listed, shall not have been suspended

      or materially limited, (x) a general moratorium on commercial banking

      activities shall not have been declared by either federal or state

      authorities, or if a material disruption in commercial banking or

      securities settlement or clearance services in the United States has

      occurred, (y) trading of any securities of the Company shall not have been

      suspended on any exchange or in any over-the-counter market and (z) there

      shall not have occurred any outbreak or escalation of hostilities or

      national emergency or other calamity or crisis the effect of which on the

      financial markets of the United States is, in the judgment of such Agent

      (which, in the case of any syndicated offering, shall be the lead

      manager(s)), such as to make it impracticable or inadvisable to market the

      Notes.

            (c) Such Agent shall have received a letter, dated as of the date

      hereof, and in connection with its purchase of Notes as a Purchaser

      pursuant to a Terms Agreement, dated as of the Purchase Date, of the

      Company's independent registered public accounting firm, confirming that

      they are an independent registered public accounting firm within the

      meaning of the Act and the published Rules and Regulations and to the

      effect that (i) in their opinion, the financial statements and financial

      schedules examined by them and included in the Prospectus comply in form

      in all material respects with the applicable accounting requirements of

      the Act, the Exchange Act and the related published Rules and Regulations,

      (ii) on the basis of their review (which does not constitute an

      examination of financial statements in accordance with procedures

      specified by the Public Company Accounting Oversight Board (United States)

      (the "PCAOB") ) of the financial statements referred to below, inquiries

      of officials of the Company responsible for financial and accounting

      matters and other specified procedures, nothing came to their attention

      that caused them to believe that (w) any unaudited consolidated condensed

      financial statements included in the Pr