which have heretofore been delivered to you.  The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”).  Such Registration Statement, in the form in which it was declared effective, including any amendments or supplements thereto in the form such amendments or supplements became effective, and any documents incorporated by reference therein through the date hereof, and at the Closing Time (as defined in Section 2(b)), is hereinafter referred to as the “Registration Statement.”  The Company proposes to file with the Commission pursuant to paragraph (b) of Rule 424 (“Rule 424(b)”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) a prospectus supplement (the “Prospectus Supplement”), dated as of the date hereof, and a prospectus (the “Base Prospectus”), dated as of the date hereof, each relating to the Securities and the distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company set forth therein. The Base Prospectus, as supplemented by the Prospectus Supplement, together in the form in which they are filed with the Commission pursuant to Rule 424(b) and including all documents incorporated or deemed to be incorporated by reference therein, are hereinafter referred to as the “Prospectus,” except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Underwriters for such use. As used herein, the term “Prospectus Supplement” shall refer to the Prospectus Supplement dated as of the date hereof used with respect to the Securities.  Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include any Rule 462(b) Registration Statement.  For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “1934 Act”) which is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered.

1.                                        Representations and Warranties .

(a)                                   The Company represents and warrants to each Underwriter as of the date hereof that:

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(i)                                      The Company meets the requirements for use of Form S-3 under the 1933 Act. At the time the Registration Statement became effective, the Registration Statement complied and at the Closing Time, the Registration Statement will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act, and the rules and regulations of the Commission promulgated thereunder (the “1939 Act Regulations”) and no stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.  The Registration Statement as of December 16, 2004 (the “Amended Incorporated Documents Filing Date”), each time thereafter at which any amendment to the Registration Statement (including any Rule 462(b) Registration Statement) was or was deemed to be effective, and as of the date hereof, did not, and as of the Closing Time, will not, considering the Registration Statement and the documents incorporated therein on such respective dates, considered as a whole, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  The Prospectus, as of the date hereof does not, and at the Closing Time, and in each case including the documents incorporated therein as of such dates (the “Incorporated Documents”), will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided however, that the representations and warranties in this subsection shall not apply to that part of the Registration Statement which shall constitute the Statements of Eligibility under the 1939 Act on Form T-1 of the Trustee or Deutsche Bank Trust Company Americas, as the case may be, or apply to statements or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus. Each Prospectus delivered to the Underwriters for use in connection with this offering will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(ii)                                   The accountants who certified the financial statements included or incorporated by reference in the Prospectus are independent public accountants as required by the 1933 Act and the 1933 Act Regulations.

(iii)                                The financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the consolidated results of their operations for the periods specified; and, except as stated therein, said financial statements have been prepared in

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conformity with generally accepted accounting principles in the United States applied on a consistent basis; and any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein.

(iv)                               Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business (which includes, but is not limited to, Euromarket, Euro Asian or global financings and domestic private placement and public financing), which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) since the date of the most recent audited financial statements of the Company, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock except as otherwise disclosed in the documentation relating to the Securities.

(v)                                  The Company (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, (B) has the requisite corporate power and authority to execute and deliver this Agreement, the Indenture and the Securities and to perform its obligations hereunder and thereunder, (C) has duly authorized, executed and delivered this Agreement and this Agreement constitutes the valid and binding agreement of the Company, and (D) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification and in which the failure to do so would materially adversely affect the business or financial condition of the Company.

(vi)                               Each “significant subsidiary”, if any, of the Company (as such term is defined in Rule 1-02 of Regulation S-X under the 1933 Act) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not materially affect the business or financial condition of the Company; except as otherwise disclosed in the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully

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paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of preemptive or similar rights of any securityholder of such Subsidiary.

(vii)                            The Indenture has been duly and validly authorized, executed and delivered by the Company and assuming it has been duly and validly authorized, executed and delivered by the Trustee, constitutes a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by the application of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

(viii)                         The Securities have been duly and validly authorized by the Company for issuance, offer and sale pursuant to this Agreement and, when executed, authenticated and delivered pursuant to the provisions of the Indenture and this Agreement against payment of the consideration set forth herein and in the Prospectus, will constitute legally valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by the application of general principles of equity, including without limitation, the concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law; the Securities will be entitled to the benefits of the Indenture; and the Securities and the Indenture conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus.

(ix)                                 Neither the Company nor any of its Subsidiaries is in violation of its charter or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which it may be bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject, which violation or default would materially adversely affect the business or financial condition of the Company and its Subsidiaries considered as one enterprise; and the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein will not conflict with, or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any

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material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which it may be bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or any of its Subsidiaries or, to the best knowledge of the Company and any of its Subsidiaries, any law, administrative regulation or administrative or court decree, and no consent, approval, authorization, order or decree of any court or governmental agency or body of the United States is required for the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such as may be required under the 1933 Act or the 1933 Act Regulations or the 1939 Act or the 1939 Act Regulations or as may be required by state securities or Blue Sky laws.

(x)                                    Except as set forth in the Registration Statement, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against the Company or any of its subsidiaries that is required to be disclosed in the Registration Statement or that might in the opinion of the Company result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or which might materially and adversely affect the properties or assets thereof or which might materially and adversely affect the consummation of this Agreement; all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to its business, are, considered in the aggregate, not material; and there are no contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations which have not been so filed.

(xi)                                 The Company owns or possesses or has obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease or own, as the case may be, and to operate its properties and to carry on its business as presently conducted where its ownership or lease of substantial properties or the conduct of its business requires such ownership or possession or the obtaining of such governmental licenses, permits, consents, orders, approvals and other authorizations and where the failure to do so would materially adversely affect the business or financial condition of the Company and its subsidiaries considered as one enterprise.

(xii)                              The documents incorporated by reference in the Prospectus, at the time they were filed with the Commission, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission promulgated thereunder (the “1934 Act Regulations”), and, when read together

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with the other information in or incorporated by reference in the Prospectus, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(xiii)                           The Company is not, and upon issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

(xiv)                          The Securities, upon issuance, will be excluded or exempted under, or beyond the purview of, the Commodity Exchange Act, as amended, and the rules and regulations of the Commodity Futures Trading Commission under the Commodity Exchange Act.

(xv)                             The information contained in the Prospectus Supplement under the caption “Description of the Notes—Credit Support” is accurate in all material respects and does not contain any 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 are made, not misleading.

(xvi)                          Each of the Credit Support Agreements, one between Toyota Motor Corporation and Toyota Financial Services Corporation (“TFS”), dated July 14, 2000, and the other between TFS and the Company, dated October 1, 2000, remains in full force and effect without modification or amendment on the date hereof.

(b)            Any certificate delivered pursuant to this Agreement or the transactions contemplated hereby and signed by any director or officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matter covered thereby on the date of such certificate.

(c)            Each Underwriter severally represents and agrees to the following selling restrictions with respect to the Securities:

(i)                                      No action has been or will be taken by the Underwriters that would permit a public offering of the Securities or possession or distribution of the Prospectus or any offering material in relation to the Securities in any jurisdiction where action by the Company for that purpose is required unless the Company has agreed to such actions and such actions have been taken;

(ii)                                   it will comply with all applicable laws and regulations known by it, or that should have reasonably been known by it, in each jurisdiction in which it purchases, offers or sells the Securities or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Securities under the laws

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and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and the Company shall have no responsibility therefor;

(iii)                                it will not offer, sell or deliver any of the Securities or distribute any such offering material in or from any jurisdiction except under circumstances which will result in compliance with applicable laws and regulations and which will not impose any obligation on the Company or the Underwriters;

(iv)                               no Underwriter is authorized to give any information or make any representations in relation to the Securities other than those contained in the Prospectus and such additional information, if any, as the Company shall, in writing, provide to and authorize the Underwriter so to use and distribute to actual and potential purchasers of Securities.  Each Underwriter agrees that unless prohibited by applicable law, it will make available upon the request of each person to whom it offers or sells the Securities a copy of the Prospectus for the Securities;

(v)                                  the Securities have been registered under the 1933 Act and accordingly such Act will not prohibit offers and sales in the United States or to or for the account of a U.S. person.  Confirmations of all sales must be accompanied or preceded by delivery of the Prospectus, and all sales must otherwise be made in accordance with the provisions of the 1933 Act and applicable state securities laws;

(vi)                               each Underwriter agrees to comply with the requirements of Regulation M under the 1934 Act, to the extent applicable to it;

(vii)                            each Underwriter will be subject to the applicable rules of the United States National Association of Securities Dealers, Inc. (“NASD”) and the 1934 Act, as set forth in the Agreement Among Underwriters dated as of the date hereof.  The Underwriters are prohibited from reallowing any part of the combined management and underwriting commission or selling concession until the distribution of the Securities is completed, except with respect to the sales by Underwriters to non-Underwriter dealers which may be made at a price not less than the public offering price minus the reallowance;

(viii)                         it has not offered or sold and will not offer or sell any Securities to persons in the United Kingdom prior to the date six months after the date of issuance of the Securities, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

(ix)                                 it has only communicated or caused to be communicated, and will only communicate or cause to be communicated an invitation or inducement to

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engage in investment activity (within the meaning of Section 21 of the Financial Services Markets Act 2000 (“FSMA”)) received by it in connection with the issue of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

(x)                                    it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Securities in, from or otherwise involving the United Kingdom.

2.              Sale and Delivery to Underwriters; Closing .

(a)                                   On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

(b)                                  Payment of the purchase price for, and delivery of the certificates for, the Securities shall be made at the offices of O’Melveny & Myers LLP, 400 South Hope Street, Los Angeles, California 90071 or at such other place as shall be agreed upon by the Representatives and the Company, at 7:00 a.m., Los Angeles time, on March 9, 2005 (unless postponed in accordance with Section 11 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”).

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations (minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof) and registered in such names as the Underwriters may request in writing at least two business days before Closing Time.  It is understood that each Underwriter has authorized the Representatives, for their respective accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities it has agreed to purchase.  Each of the Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.  The certificates for the Securities will be made available for examination and packaging by the Representatives not later than 10:00 a.m. on the last business day prior to Closing Time at the offices of JPMorgan Chase Bank.

3.              Covenants of the Company .  The Company covenants with each Underwriter as follows:

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(a)                                   The Company, subject to Section 3(b), will comply with the requirements of Rule 424(b), as applicable, and will promptly notify the Underwriters and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation of any proceedings for any of such purposes;  and (v) any change in the rating assigned by any nationally recognized statistical rating organization to any debt securities (including the Securities) of the Company, or the public announcement by any nationally recognized statistical rating organization that it has under surveillance or review, with possible negative implications, its rating of any such debt securities, or the withdrawal by any nationally recognized statistical rating organization of its rating of any such debt securities since the date of this Agreement.  The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.  The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(b)                                  For a period of 90 days, the Company will give the Underwriters notice of its intention to file or prepare any additional registration statement with respect to the registration of additional Securities, any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus (other than an amendment or supplement providing solely for the establishment of or change in, the interest rates, maturities, price or other terms of the Securities or similar changes or an amendment or supplement which relates exclusively to an offering of debt securities under the Registration Statement other than the Securities), whether by the filing of documents pursuant to the 1934 Act (other than any Current Report on Form 8-K relating exclusively to the issuance of debt securities under the Registration Statement other then the Securities), the 1933 Act, or otherwise and will furnish the Underwriters with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or use any such prospectus to which the Underwriters or counsel for the Underwriters shall reasonably object.

(c)                                   The Company has delivered or will deliver to the Underwriters as many conformed copies of the Registration Statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as

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the Underwriters may reasonably request.  The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d)                                  The Company has delivered and will deliver to each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder.  The Prospectus and any amendments or supplements thereto furnished to the Underwriters shall be identical to the electronically transmitted copies of thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e)                                   If any event shall occur as a result o