DISTRIBUTION AGREEMENT

Distribution Agreement

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Central Hudson Gas & Electric Corporation

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Title: DISTRIBUTION AGREEMENT
Governing Law: New York Date: 6/8/2004

Exhibit (1)

Central Hudson Gas & Electric Corporation

$__,000,000

Medium-Term Notes, Series __

DISTRIBUTION AGREEMENT

____ __, ____

New York, New York

[Agents' names and addresses]

Dear Sirs:

Central Hudson Gas & Electric Corporation, a New York corporation (the

"Company"), confirms its agreement with each of you with respect to the issue

and sale by the Company of up to $__,000,000 aggregate principal amount of its

Medium-Term Notes, Series __ (the "Notes").

The Company proposes to issue the Notes under its Indenture (the

"Indenture") dated as of April 1, 1992 to U.S. Bank Trust National Association

(formerly known as First Trust of New York, National Association) ("U.S. Bank

Trust") as successor to Morgan Guaranty Trust Company of New York, as trustee

(the "Trustee").

The Notes will be issued in minimum denominations of $1,000 and integral

multiples thereof (unless otherwise specified by the Company), will be issued

only in fully registered form and will have the annual interest rates,

maturities and, if appropriate, other terms set forth in a supplement or

supplements to the Prospectus referred to below. The Notes will be issued, and

the terms thereof established, in accordance with the Indenture and, in the case

of Notes sold pursuant to Section 2(a), the Administrative Procedures attached

hereto as Exhibit A (the "Procedures"). The Procedures may only be amended by

written agreement of the Company and you after notice to, and with the approval

of, the Trustee. For the purposes of this Agreement, the term "Agent" shall

refer to any of you, the term "Purchaser" shall refer to any of you acting

solely as principal for resale to investors pursuant to Section 2(b) and not as

agent, and the term "you" shall refer to you together at any time any of you is

acting in both such capacities or in either such capacity; provided that any

additional person appointed as an Agent pursuant to Section 2(a) shall be

included in the terms "Agent" and "you".

<PAGE>

1. Representations and Warranties. The Company represents and warrants to,

and agrees with, you as set forth below in this Section 1. Certain terms used in

this Section 1 are defined in paragraph (c) hereof.

(a) The Company meets the requirements for use of Form S-3 under the

Securities Act of 1933, as amended (the "Act"). The Company filed with the

Securities and Exchange Commission (the "Commission") a registration statement

on such Form (File No. 333-________), including a form of preliminary prospectus

which became effective, for the registration under the Act and the offering

thereof from time to time pursuant to Rule 415 of, among other things, up to

$__,000,000 aggregate principal amount of debt securities. The Company has filed

or will file with the Commission pursuant to the applicable paragraph of Rule

424 under the Act, any supplement or supplements to the form of prospectus

included in such registration statement relating to the Notes and the plan of

distribution thereof (such supplement being hereinafter called a "Prospectus

Supplement"). Such registration statement, as amended at the date of this

Agreement, meets the requirements set forth in Rule 415(a)(1)(ix) or (x) under

the Act and complies in all other material respects with said Rule. In

connection with the sale of Notes, the Company proposes to file with the

Commission pursuant to the applicable paragraph of Rule 424 under the Act one or

more further supplements to the Prospectus Supplement providing for the

specification of or a change in the interest rates, if any, maturity dates,

issuance prices, redemption terms and prices, if any, and, if appropriate, other

terms of the Notes sold pursuant hereto or the offering thereof (any such

supplement being hereinafter called a "Pricing Supplement").

(b) At each of the following times: (i) as of the Execution Time,

(ii) on the Effective Date, (iii) when any supplement to the Prospectus is filed

with the Commission, (iv) as of the date of any Terms Agreement (as defined by

Section 2(b)) and (v) at the date of delivery by the Company of any Notes sold

hereunder (each such delivery date, a "Closing Date"), (1) the Registration

Statement, as amended as of any such time, and the Prospectus, as supplemented

as of any such time, the Indenture, as amended or supplemented as of any such

time, complied or will comply in all material respects with the applicable

requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust

Indenture Act"), and the Securities Exchange Act of 1934, as amended (the

"Exchange Act"), and the respective rules thereunder; (2) the Registration

Statement, as amended as of any such time, did not or will not contain an untrue

statement of a material fact or omit to state a material fact required to be

stated therein or necessary in order to make the statements therein not

misleading; and (3) the Prospectus, as supplemented as of any such time, will

not include an untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided, however,

that the Company makes no representations or warranties as to (A) that part of

the Registration Statement which shall constitute the Statements of Eligibility

and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (B)

the information contained in or omitted from the Registration Statement or the

Prospectus (or any supplement thereto) in reliance upon and in conformity with

information furnished in writing to the Company by any of you specifically for

use in connection with the preparation of the Registration Statement or the

Prospectus (or any supplement thereto).

the meanings indicated. The term "Effective Date" shall mean the later of (i)

the date that the

<PAGE>

Registration Statement or the most recent post-effective amendment thereto, if

any, was declared effective by the Commission or (ii) the time and date of the

filing of the Company's most recent Annual Report on Form 10-K. "Execution Time"

shall mean the date and time that this Agreement is executed and delivered by

the parties hereto. "Basic Prospectus" shall mean the form of basic prospectus

relating to the debt securities contained in the Registration Statement at the

Effective Date (unless such basic prospectus has been amended by the Company

subsequent to the Effective Date, in which case "Basic Prospectus" shall mean

the form of preliminary prospectus as so amended). "Prospectus" shall mean the

Basic Prospectus as supplemented by the Prospectus Supplement and as it may be

further amended or supplemented at the particular time referred to.

"Registration Statement" shall mean the registration statements referred to in

paragraph (a) above, including incorporated documents, exhibits and financial

statements, as they may be amended at the particular time referred to. "Rule

415" and "Rule 424" refer to such rules under the Act. Any reference herein to

the Registration Statement, the Basic Prospectus, the Prospectus Supplement or

the Prospectus shall be deemed to refer to and include the documents

incorporated by reference therein pursuant to Item 12 of Form S-3 which were

filed under the Exchange Act on or before the Effective Date of the Registration

Statement or the issue date of the Basic Prospectus, the Prospectus Supplement

or the Prospectus, as the case may be; and any reference herein to the terms

"amend", "amended", "amendment" or "supplement" with respect to the Registration

Statement, the Basic Prospectus, any Prospectus Supplement or the Prospectus

shall be deemed to refer to and include the filing of any document under the

Exchange Act after the Effective Date of the Registration Statement or the issue

date of the Basic Prospectus, any Prospectus Supplement or the Prospectus, as

the case may be, deemed to be incorporated therein by reference.

(d) Neither the Company nor its Subsidiary (as hereinafter defined)

has sustained since the date of the latest audited financial statements included

or incorporated by reference in the Registration Statement and the Prospectus,

any loss or interference with its business from fire, explosion, flood or other

calamity, whether or not covered by insurance, or from any labor dispute or

court or governmental action, order or decree, which has had or is reasonably

likely to have a material adverse effect on the financial position,

stockholders' equity or results of operations of the Company and its Subsidiary

taken as a whole, otherwise than as set forth or contemplated in the

Registration Statement and the Prospectus; and, since the respective dates as of

which information is given in the Registration Statement and the Prospectus,

there has not been any change in the capital stock (other than pursuant to any

stock purchase, dividend reinvestment, savings, bonus, incentive, or similar

plan, conversions of convertible securities into common stock or shares of

capital stock issued or to be issued by the Subsidiary pursuant to one or more

subscription agreements in effect between the Subsidiary and the Company at the

date hereof) or long-term debt, normal amortization of debt premium and

discount, bank or finance company borrowings and repayments in the ordinary

course, or additional issuances or repurchases of commercial paper) of the

Company or its Subsidiary or any material adverse change, or any development

involving a prospective material adverse change, in or affecting the general

affairs, management, financial position, stockholders' equity or results of

operations of the Company and its Subsidiary taken as a whole, otherwise than as

set forth or contemplated in the Registration Statement and the Prospectus.

(e) Each of Phoenix Development Company, Inc. (the "Subsidiary") and

the Company has been duly incorporated and is validly existing as a corporation

in good standing

<PAGE>

under the laws of the jurisdiction of its incorporation, with power and

authority (corporate and other) to own its properties and conduct its business

as described in the Prospectus and is duly qualified to do business in each

jurisdiction in which it owns or leases real property or in which the conduct of

its business requires such qualification except where the failure to be so

qualified, considering all such cases in the aggregate, does not involve a

material risk to the business, properties, financial position or results of

operations of the Company and its Subsidiary taken as a whole; and all of the

outstanding shares of capital stock of the Subsidiary have been duly authorized

and validly issued, are fully paid and nonassessable and are owned beneficially

by the Company subject to no security interest, other encumbrance or adverse

claim. Notwithstanding the foregoing, if the Subsidiary as of the date hereof or

any subsequent date should hereafter or thereafter cease to be a subsidiary

(within the meaning of Rule 405 promulgated by the Commission under the Act) of

the Company, such corporation shall be deemed to be excluded from the definition

of such term from and after such date.

(f) The issuance and sale of the Notes have been duly and validly

authorized by the Company and, when issued within the limitations set forth in

the order or orders of the Public Service Commission of the State of New York

referred to in subsection (g) below and executed and authenticated in accordance

with the provisions of the Indenture and delivered and paid for by the

purchasers thereof, the Notes will constitute valid and legally binding

obligations of the Company entitled to the benefits provided by the Indenture

equally and ratably with the securities outstanding thereunder; the Indenture

has been duly authorized, executed and delivered by the Company and constitutes

a valid and legally binding instrument, enforceable in accordance with its

terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent

conveyance, reorganization, moratorium and other similar laws relating to or

affecting the enforcement of creditors' rights generally, to general equitable

principles (regardless of whether such enforceability is considered in a

proceeding in equity or at law) and to an implied covenant of good faith and

fair dealing; and the Notes and the Indenture conform to the descriptions

thereof in the Registration Statement and the Prospectus.

(g) The issue and sale of the Notes and the compliance by the

Company with all of the provisions of the Notes, the Indenture, this Agreement

and any Terms Agreement, and the consummation of the transactions herein and

therein contemplated will not conflict with or result in a breach of any of the

terms or provisions of, or constitute a default under, any indenture, mortgage,

deed of trust, loan agreement or other agreement or instrument to which the

Company is a party or by which the Company is bound or to which any of the

property or assets of the Company is subject (except that, for purposes of this

representation and warranty, compliance with any financial covenant requiring an

arithmetic computation (not determinable at the Execution Time) in respect of

any Notes shall be measured at the time of the establishment of the terms of

such Notes), nor will such action result in any violation of the provisions of

the Company's Certificate of Incorporation, as amended, or the Bylaws of the

Company or any statute or any order, rule or regulation of any court or

governmental agency or body having jurisdiction over the Company or any of its

property or assets; and no consent, approval, authorization, order, registration

or qualification of or with any such court or governmental agency or body is

required for the issue and sale of the Notes or the consummation by the Company

of the other transactions contemplated by this Agreement or any Terms Agreement

or the Indenture except such as have been obtained prior to the Execution Time

under the Act and the Trust Indenture Act and such consents, approvals,

authorizations, registrations or

<PAGE>

qualifications as may be required under state securities or Blue Sky laws in

connection with the public offering of the Notes, and except for filings with

and the orders from the Public Service Commission of the State of New York

authorizing the issuance and sale by the Company of the Notes subject to certain

conditions set forth therein, which orders have been obtained and are in full

effect.

(h) Other than as set forth or contemplated in the Prospectus, there

are no legal or governmental proceedings pending to which the Company or its

Subsidiary is a party or of which any property of the Company or its Subsidiary

is the subject which, if determined adversely to the Company or its Subsidiary,

would individually or in the aggregate have a material adverse effect on the

financial position, stockholders' equity or results of operations of the Company

and its Subsidiary taken as a whole; and, to the best of the Company's

knowledge, no such proceedings are threatened or contemplated by governmental

authorities or threatened by others.

(i) There are no contracts or documents of the Company or its

Subsidiary that are required to be described in the Registration Statement or

the Prospectus or to be filed as exhibits to the Registration Statement by the

Act or by the rules and regulations thereunder that have not been so described

or filed.

2. Appointment of Agents; Solicitation by the Agents of Offers to

Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions

set forth herein, the Company hereby authorizes each of the Agents to act as its

agent to solicit offers for the purchase of all or part of the Notes from the

Company. On the basis of the representations and warranties, and subject to the

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

the Company, to use its reasonable best efforts to solicit offers to purchase

the Notes from the Company upon the terms and conditions set forth in the

Prospectus (and any supplement thereto) and in the Procedures.

The Company reserves the right, in its sole discretion, to reject

any offer to purchase Notes, in whole or in part. In addition, the Company

reserves the right, in its sole discretion, to instruct the Agents to suspend at

any time, for any period of time or permanently, the solicitation of offers to

purchase the Notes. Upon receipt of instructions from the Company, the Agents

will forthwith suspend solicitations of offers to purchase Notes from the

Company until such time as the Company has advised them that such solicitation

may be resumed.

The Company agrees to pay each Agent a commission on the Closing Date with

respect to each sale of Notes by the Company as a result of a solicitation made

by such Agent pursuant to this subsection, in an amount equal to that percentage

specified in Schedule I hereto of the aggregate principal amount of the Notes

sold by the Company or in such other amount as may be agreed to in writing

between the Company and an Agent; provided that such amount shall not exceed the

amounts set forth on Schedule I hereto. Such commission shall be payable as

specified in the Procedures.

Subject to the provisions of this Section 2 and to the Procedures, offers

for the purchase of Notes may be solicited by an Agent as agent for the Company

at such times and in such amounts as such Agent deems advisable. The Company

may, upon five (5) days' prior written

<PAGE>

notice to the Agents, appoint additional persons to serve as Agents hereunder,

but only if each such additional person agrees to be bound by all the terms of

this Agreement as an Agent. The Company reserves the right to sell, and may

solicit and accept offers to purchase, Notes directly on its own behalf, and, in

case of any such sale not resulting from a solicitation made by any Agent, no

commission shall be payable by the Company with respect to such sale. To the

extent a potential investor contacts the Company directly with an offer or

inquiry to purchase Notes, the Company, in lieu of accepting such offer to

purchase and selling Notes directly on its own behalf, may refer such potential

investor to any Agent to complete such sale (each a "Reverse Offer"). Any

commission payable to such Agent on the Closing Date with respect to a Reverse

Offer shall be in an amount as may be agreed to by the Company and such Agent at

such time. The Company agrees, so long as any Agent is serving in such capacity

hereunder, that it will not contact or solicit potential investors introduced to

it by such Agent to purchase Notes.

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

Company and any of you determine that the Company shall sell Notes directly to

any of you as Purchaser, each such sale of Notes shall be made in accordance

with the terms of this Agreement and, unless otherwise agreed by the Company and

the Purchaser, any supplemental agreement relating thereto between the Company

and the Purchaser. Each such supplemental agreement (which shall be

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

Agreement." The Purchaser's commitment to purchase Notes pursuant to any Terms

Agreement shall be deemed to have been made on the basis of the representations

and warranties of the Company herein contained and shall be subject to the terms

and conditions herein set forth. Each Terms Agreement shall describe the Notes

to be purchased by the Purchaser pursuant thereto, specify the principal amount

of such Notes, the price to be paid to the Company for such Notes, the rate at

which interest will be paid on the Notes, the Closing Date for such Notes, the

place of delivery of the Notes and payment therefor, the method of payment and

any modification of the requirements for the delivery of the opinions of

counsel, the certificates from the Company or its officers, and the letter from

the Company's independent public accountants, pursuant to Section 6(b). Such

Terms Agreement shall also specify the period of time referred to in Section

4(m). Except as set forth in any Terms Agreement, no commission shall be payable

by the Company with respect to any sale of Notes pursuant to a Terms Agreement.

Delivery of the Notes sold to the 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 Closing Date set

forth in such Terms Agreement, against payment of 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.

3. Offering and Sale of Notes.

Each Agent and the Company agree to perform the respective duties and

obligations specifically provided to be performed by them in the Procedures.

4. Agreements. The Company agrees with you that:

(a) Prior to the termination of the offering of the Notes, the

Company will not file any amendment of the Registration Statement or supplement

to the Prospectus (except for (i)

<PAGE>

periodic or current reports filed under the Exchange Act, (ii) a Pricing

Supplement or (iii) a supplement relating to an offering of debt securities

other than the Notes) unless the Company has furnished each of you a copy for

your review prior to filing and given each of you a reasonable opportunity to

comment on any such proposed amendment or supplement. Subject to the foregoing

sentence, the Company will cause each supplement to the Prospectus to be filed

with the Commission pursuant to the applicable paragraph of Rule 424 within the

time period prescribed. The Company will promptly advise each of you (i) when

the Prospectus, and any supplement thereto, shall have been filed with the

Commission pursuant to Rule 424, (ii) when, prior to the termination of the

offering of the Notes, any amendment of the Registration Statement shall have

been filed or become effective, (iii) of any request by the Commission for any

amendment of the Registration Statement or supplement to the Prospectus or for

any additional information, (iv) of the issuance by the Commission of any stop

order suspending the effectiveness of the Registration Statement or the

institution or threatening of any proceeding for that purpose 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. The Company will use its

reasonable best efforts to prevent the issuance of any such stop order and, if

issued, to obtain as soon as reasonably possible the withdrawal thereof.

(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 supplemented would include an untrue statement of a

material fact or omit to state a material fact necessary to make the statements

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

misleading, or if it shall be necessary to amend the Registration Statement or

to supplement the Prospectus to comply with the Act or the Exchange Act or the

respective rules thereunder, the Company promptly will (i) notify each of you to

suspend solicitation of offers to purchase Notes (and, if so notified by the

Company, each of you shall forthwith suspend such solicitation and cease using

the Prospectus as then supplemented), (ii) prepare and file with the Commission,

subject to the first sentence of paragraph (a) of this Section 4, an amendment

or supplement which will correct such statement or omission or effect such

compliance and (iii) supply any supplemented Prospectus to each of you in such

quantities as you may reasonably request; provided, however, that should any

such event relate solely to activities of you, then you shall assume the expense

of preparing and furnishing any such amendment or supplement. If such amendment

or supplement, and any documents, certificates and opinions furnished to each of

you pursuant to paragraphs (g), (j), (k) and (l) of this Section 4 in connection

with the preparation of filing of such amendment or supplement are satisfactory

in all respects to you, you will, upon the filing of such amendment or

supplement with the Commission and upon the effectiveness of an amendment to the

Registration Statement, if such an amendment is required, resume your obligation

to solicit offers to purchase Notes hereunder.

all documents required to be filed with the Commission pursuant to Section

13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, on the date on which

the Company (or as soon as practicable thereafter) makes any announcement to the

general public concerning earnings or concerning any other event which is

required to be described, or which the Company proposes to describe, in a

document filed pursuant to the Exchange Act, the Company will furnish to each of

you the information contained in such announcement. The Company will notify each

of you of any

<PAGE>

downgrading in the rating of the Notes or any other debt securities of the

Company, or any public announcement of placement of the Notes or any other debt

securities of the Company on what is commonly termed a "watch list" for possible

downgrading, by any "nationally recognized statistical rating organization" (as

defined for purposes of Rule 436(g) under the Act), promptly after the Company

learns of any such downgrading or public announcement.

(d) As soon as practicable, the Company will make generally

available to its security holders and to each of you an earnings statement or

statements of the Company and its Subsidiary which will satisfy the provisions

of Section 11(a) of the Act and Rule 158 under the Act.

(e) The Company will furnish to each of you and your counsel,

without charge (except as otherwise provided herein), a reasonable number of

copies of the Registration Statement (including exhibits thereto) and, so long

as delivery of a prospectus may be required by the Act, as many copies of the

Prospectus and any supplement thereto as you may reasonably request.

(f) The Company will arrange for the qualification of the Notes for

sale under the laws of such jurisdictions as any of you may designate, will

maintain such qualifications in effect so long as required for the distribution

of the Notes, and upon your request will arrange for the determination of the

legality of the Notes for purchase by institutional investors; provided,

however, that the Company shall not be required to qualify as a foreign

corporation or to file a general consent to service of process in any

jurisdiction, to pay filing fees and other expenses in connection therewith in

the aggregate exceeding $4,000, or to comply with any other requirement

reasonably deemed by the Company to be unduly burdensome.

(g) During the term of this Agreement, the Company shall furnish to

each of you (i) copies of all annual, quarterly and other reports furnished to

stockholders, (ii) copies of all annual, quarterly and current reports (without

exhibits but including documents incorporated by reference therein) of the

Company filed with the Commission under the Exchange Act and (iii) such other

information concerning the Company as you may reasonably request from time to

time.

(h) The Company shall, whether or not any sale of the Notes is

consummated, (i) pay all expenses incident to the performance of its obligations

under this Agreement, including the fees and disbursements of its accountants

and counsel, the cost of printing or other production and delivery of the

Registration Statement, the Prospectus, all amendments thereof and supplements

thereto, the Indenture, this Agreement and all other documents relating to the

offering, the cost of preparing, printing, packaging and delivering the Notes,

the fees and disbursements, including reasonable fees of counsel, incurred

pursuant to Section 4(f), the fees and disbursements of the Trustee and the fees

of any ratings agency that rates the Notes, (ii) reimburse each of you on a

monthly basis for all reasonable out-of-pocket expenses incurred by you in

connection with this Agreement (including, but not limited to, advertising

expenses), in the aggregate not to exceed $2,500 per Agent for the term of this

Agreement, and (iii) pay the reasonable fees and expenses of your counsel

incurred in connection with this Agreement.

<PAGE>

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

will be deemed to be a new making to you of the representations and warranties

of the Company in Section 1 (except that such representations and warranties

shall be deemed to relate solely to the Registration Statement as then amended

and to the Prospectus as then amended and supplemented to relate to such Notes).

(j) Except as otherwise provided in subsection (n) of this Section

4, each time that the Registration Statement or the Prospectus is amended or

supplemented (other than by (i) an amendment or supplement relating to any

offering of debt securities other than the Notes or (ii) a Pricing Supplement)

the Company will deliver or cause to be delivered promptly to each of you a

certificate of the Company, signed by any of the Chairman of the Board, the

President and Chief Executive Officer, any Vice President having

responsibilities for financial matters or the Controller or the Treasurer of the

Company, dated the date of the effectiveness of such amendment or the date of

the filing of such supplement, in form reasonably satisfactory to you, of the

same tenor as the certificate referred to in Section 5(d) 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.

(k) Except as otherwise provided in subsection (n) of this Section

4, each time that the Registration Statement or the Prospectus is amended or

supplemented (other than by (i) an amendment or supplement relating to any

offering of debt securities other than the Notes or (ii) a Pricing Supplement),

the Company shall furnish or cause to be furnished promptly to each of you a

written opinion, satisfactory to you, by Thompson Hine LLP, counsel for the

Company, dated the date of the effectiveness of such amendment or the date of

the filing of such supplement, in form satisfactory to each of you, of the same

tenor as the opinion referred to in Section 5(b), 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,

in lieu of such opinion, such counsel may furnish each of you with a letter to

the effect that you may rely on such counsel's last opinion to the same extent

as though it were dated the date of such letter authorizing reliance (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).

(l) Except as otherwise provided in subsection (n) of this Section

4, each time that the Registration Statement or the Prospectus is amended or

supplemented (other than by (i) an amendment or supplement relating to any

offering of debt securities other than the Notes or (ii) a Pricing Supplement)

to set forth amended or supplemental financial information (derived from the

accounting records of the Company subject to the internal controls of the

Company's accounting system or derived directly from such records by

computation), the Company shall cause its independent public accountants

promptly to furnish each of you a letter, dated the date of the effectiveness of

such amendment or the date of the filing of such supplement, in form

satisfactory to each of you, of the same tenor as the letter referred to in

Section 5(e) 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.

<PAGE>

(m) During the period, if any, specified in any Terms Agreement, the

Company shall not, without the prior consent of the Purchaser thereunder, issue

or announce the proposed issuance of any of its debt securities, including the

Notes, with maturities or other terms substantially similar to the Notes being

purchased pursuant to such Terms Agreement.

(n) The Company shall not be required to comply with the provisions

of subsections (j), (k) and (l) of this Section 4 during any period (which may

occur from time to time during the term of this Agreement) for which the Company

has instructed the Agents to suspend the solicitation of offers to purchase

Notes with respect to any Agent who is not a Purchaser holding Notes during any

such period pursuant to any Terms Agreement. Whenever the Company has instructed

the Agents to suspend the solicitation of offers to purchase Notes for any such

period, however, prior to instructing the Agents to resume the solicitation of

offers to purchase Notes or prior to entering into any Terms Agreement, the

Company shall be required to comply with the provisions of subsections (j), (k)

and (l) of this Section 4, but only to the extent of delivering or causing to be

delivered the most recent certificate, opinion or letter, as the case may be,

which would have otherwise been required under each such subsection unless the

Agents otherwise reasonably request that such documents in respect of prior

periods be delivered.

5. Conditions to the Obligations of the Agents. The obligations of each

Agent to solicit offers to purchase the Notes shall be subject to (i) the

accuracy of the representations and warranties on the part of the Company

contained herein as of the Execution Time, on the Effective Date and when any

supplement to the Prospectus is filed with the Commission, (ii) the accuracy of

the statements of the Company made in any certificates pursuant to the

provisions hereof, (iii) the performance by the Company of its obligations

hereunder and (iv) the following additional conditions:

(a) If filing of the Prospectus, or any supplement thereto, is

required pursuant to Rule 424, the Prospectus, and any such supplement, shall

have been filed in the manner and within the time period required by Rule 424;

and no stop order suspending the effectiveness of the Registration Statement

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

instituted or threatened.

(b) The Company shall have furnished to each Agent the opinion of

Thompson Hine LLP, counsel for the Company, dated the Execution Time, to the

effect that:

(i) The Company has been duly incorporated and is validly

existing as a corporation in good standing under the laws of the

jurisdiction of its incorporation, with power and authority (corporate and

governmental) to own its properties and conduct its business as described

in the Prospectus, as amended or supplemented, and is duly qualified to do

business in each jurisdiction in which it owns or leases real property or

in which the conduct of its business requires such qualification except

where the failure to be so qualified, considering all such cases in the

aggregate, does not involve a material risk to the business, properties,

financial position or results of operations of the Company; provided,

however, that at such time, if ever, the Subsidiary constitutes 10% or

more of the consolidated assets of the Company or contributes 10% or more

of the consolidated net income of the Company for the then most recent

12-month period, the

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Agents may request that Thompson Hine LLP include in any written opinion

to them required by this Section 5(b) or Section 4(k), an opinion to the

effect that the Subsidiary has been duly incorporated and is validly