Re: Distribution Agreement, dated April 27, 2009 Ladies and Gentlemen:

To:

Barclays Capital Inc.

J.P. Morgan Securities Inc.

BB&T Capital Markets, a division of

    Scott

& Stringfellow, LLC

Re:

Distribution Agreement, dated April 27, 2009

1.

Subject to the terms and conditions of the Distribution Agreement and this Agreement, the Issuer hereby agrees to issue the 2014 Notes, and the Agents severally agree to purchase the respective principal amount of 2014 Notes set forth opposite their names on Annex 1 hereto at the purchase price of 99.599% of the principal amount thereof (being equal to the issue price of 99.949% of the principal amount less a management and underwriting fee of 0.35% of the principal amount).

2.

Subject to the terms and conditions of the Distribution Agreement and this Agreement, the Issuer hereby agrees to issue the 2019 Notes, and the Agents severally agree to purchase the respective principal amount of 2019 Notes set forth opposite their names on Annex 1 hereto at the purchase price of 99.387% of the principal amount thereof (being equal to the issue price of 99.837% of the principal amount less a management and underwriting fee of 0.45% of the principal amount).

3.

The Applicable Time means 4:30 p.m. (Eastern time) on April 27, 2009.

4.

The purchase price specified above will be paid by the Agents by wire transfer in immediately available funds to the Issuer at such time on May 4, 2009 as the Issuer and the Agents may agree, or at such other time and/or date as the Issuer

and the Agents may agree (the “ Settlement Time ”) against delivery of the Securities to or upon your order in the manner contemplated in the Distribution Agreement.

5.

The Agents’ obligations hereunder are conditional on (a) the receipt of: (i) opinions of counsel described in Section 5(a) of the Distribution Agreement, dated as of the Settlement Time; provided, however, that the Agents hereby waive the right to receive the opinions of counsel described in Section 5(a) of the Distribution Agreement, on the date hereof, such date being defined as the “Closing Time” in the Distribution Agreement (it being understood that such opinions of counsel shall be delivered to the Agents at the Settlement Time, dated as of the Settlement Time), (ii) the officers’ certificate described in Section 5(b) of the Distribution Agreement, dated as of the Settlement Time; provided, however, that the Agents hereby waive the right to receive the officers’ certificate described in Section 5(b) of the Distribution Agreement at the Closing Time (it being understood that such officers’ certificate shall be delivered to the Agents at the Settlement Time, dated as of the Settlement Time), and (iii) a “comfort letter” on the date hereof and a “bring-down comfort letter” at the Settlement Time, as described in Section 5(c) of the Distribution Agreement, dated as of the date hereof and as of the Settlement Time, respectively; (b) since the date of this Agreement, there having not occurred, in the reasonable opinion of the Agents, a change in international financial, political or economic conditions or currency exchange rates or exchange controls as would be likely to prejudice materially the sale by the Agents of the Securities; and (c) such other opinions, certificates and documents as may be agreed by the Issuer and the Agents on or prior to the date of this Agreement.

6.

The provisions of Section 2(b) of the Distribution Agreement related to Defaulted Securities and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. As used herein, the term “Agent” includes any person substituted for or added as an Agent under this Section 6 .