NCR CORP
NCR CORPORATION PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>9
<FILENAME>dex101.txt
<DESCRIPTION>NCR CORPORATION PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                 NCR CORPORATION

                                  $300,000,000

                          7.125% Senior Notes due 2009

                               Purchase Agreement

                                                              New York, New York
                                                                    June 3, 2002

Salomon Smith Barney Inc.
Banc One Capital Markets, Inc.
BNY Capital Markets, Inc.
Fleet Securities, Inc.
J.P. Morgan Securities Inc.
McDonald Investments Inc.
c/o     Salomon Smith Barney Inc.
        388 Greenwich Street
        New York, New York  10013

Ladies and Gentlemen:

        NCR Corporation, a corporation organized under the laws of Maryland (the
"Company"), proposes to issue and sell to the several parties named in Schedule
I hereto (the "Initial Purchasers"), $300,000,000 principal amount of its 7.125%
Senior Notes due 2009 (the "Securities"). The Securities are to be issued under
an indenture, dated as of June 1, 2002, between the Company and The Bank of New
York, as trustee (the "Trustee"), as supplemented by the Supplemental Indenture
No. 1 thereto, to be dated as of June 6, 2002 (as so supplemented, the
"Indenture").

        The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on exemptions therefrom, including,
without limitation, the exemption provided by Section 4(2) of the Securities
Act, and in transactions under Regulation S of the Securities Act ("Regulation
S"). Pursuant to the terms of a Registration Rights Agreement to be entered into
between the Company and the Initial Purchasers (the "Registration Rights
Agreement"), the Company will agree to file with the Securities and Exchange
Commission (the "Commission"), and to use commercially reasonable efforts to
cause the Commission to declare effective, a registration statement with respect
to an issue of debt securities (the "Exchange Securities") identical in all
respects to the Securities and, upon becoming effective, to offer to the holders
of the Securities the opportunity to exchange their Securities for the Exchange
Securities (the "Exchange Offer"). In the event the Company is not permitted to
effect the Exchange Offer and in certain other circumstances, the Company will
agree to file a shelf registration statement (the "Shelf

<PAGE>

Registration Statement") covering certain resales of the Securities and to use
commercially reasonable efforts to cause the Shelf Registration Statement to
become effective.

        In connection with the sale of the Securities, the Company has prepared
a preliminary offering memorandum, dated May 30, 2002 (as amended or
supplemented to the date hereof, including any and all exhibits thereto and any
information incorporated by reference therein, the "Preliminary Offering
Memorandum"), and a final offering memorandum, dated June 3, 2002 (as amended or
supplemented to the date hereof including any and all exhibits thereto and any
information incorporated by reference therein, the "Final Offering Memorandum").
Each of the Preliminary Offering Memorandum and the Final Offering Memorandum
sets forth certain information concerning the Company and the Securities. The
Company hereby confirms that it has authorized the use of the Preliminary
Offering Memorandum and the Final Offering Memorandum, and any amendment or
supplement thereto, in connection with the offer and sale of the Securities by
the Initial Purchasers. Unless stated to the contrary, any references herein to
the terms "amend," "amendment" or "supplement" with respect to the Final
Offering Memorandum shall be deemed to refer to and include any information
filed under the Exchange Act subsequent to the date hereof which is incorporated
by reference therein.

        1.      Representations and Warranties. The Company represents and
warrants to each Initial Purchaser that:

                (a)     The Preliminary Offering Memorandum, on the date
        thereof, did 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 were made, not
        misleading. On the date hereof and on the Closing Date (as defined in
        Section 3 hereof), the Final Offering Memorandum did not, and will not
        (and any amendment or supplement thereto, at the date thereof and at the
        Closing Date, will 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 were made,
        not misleading; provided, however, that the Company does not make any
        representation or warranty as to the information contained in or omitted
        from the Preliminary Offering Memorandum or the Final Offering
        Memorandum, or any amendment or supplement thereto, in reliance upon and
        in conformity with information furnished in writing to the Company by or
        on behalf of the Initial Purchasers specifically for inclusion therein.
        The statistical and market-related data included in the Preliminary
        Offering Memorandum and the Final Offering Memorandum are based on or
        derived from sources that the Company reasonably believes to be reliable
        and accurate.

                (b)     The documents incorporated or deemed to be incorporated
        by reference in the Preliminary Offering Memorandum and the Final
        Offering Memorandum, when they were filed with the Commission, conformed
        in all material respects to the requirements of the Exchange Act and the
        rules and regulations of the Commission thereunder, and any further
        documents so filed and incorporated or deemed to be incorporated by
        reference in the Preliminary Memorandum and the Final Offering
        Memorandum, when such documents are filed with the Commission, will
        conform in all material respects to the requirements of the Exchange Act
        and the rules and regulations of the Commission thereunder, and when
        read together with the other information in the Preliminary

<PAGE>

        Offering Memorandum or the Final Offering Memorandum, as the case may
        be, at the time issued did not, and as of the Closing Date will 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 were made, not misleading.

                (c)     Neither the Company nor any of its subsidiaries has
        sustained, since the date of the latest financial statements of the
        Company included or incorporated by reference in the Final Offering
        Memorandum, any material loss or interference with its business that is
        material to the business of the Company and its subsidiaries taken as a
        whole 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, otherwise than as set forth or contemplated in
        the Final Offering Memorandum (exclusive of any amendment or supplement
        thereto) and, since the respective dates as of which information is
        given in the Final Offering Memorandum, there has not been any material
        change in the capital stock or any material increase in the consolidated
        short-term or long-term debt of the Company or any material adverse
        change, or any development involving a prospective material adverse
        change, in or affecting the business, properties, financial condition or
        results of operations of the Company and its subsidiaries taken as a
        whole, whether or not in the ordinary course of business (a "Material
        Adverse Change"), otherwise than as set forth or contemplated in the
        Final Offering Memorandum (exclusive of any amendment or supplement
        thereto).

                (d)     The Company (i) is a corporation duly organized, validly
        existing and in good standing under the laws of the State of Maryland,
        (ii) has the requisite corporate power and authority to own, lease and
        operate its properties and conduct its business as described in the
        Final Offering Memorandum, (iii) is duly qualified as a foreign
        corporation to transact business and is in good standing (with respect
        to the jurisdictions which recognize such concept) in each other
        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 to qualify or to be in good standing would not
        have a material adverse effect on the business, properties, financial
        condition or results of operations of the Company and its subsidiaries
        taken as a whole (a "Material Adverse Effect"). Each subsidiary of the
        Company is a corporation, partnership, limited liability company or
        business trust duly incorporated or organized, validly existing and in
        good standing (to the extent the jurisdiction of its incorporation
        recognizes such concept) under the laws of the jurisdiction of its
        incorporation or organization, with the requisite power and authority to
        own, lease and operate its properties and conduct its business as
        described in the Final Offering Memorandum; each such subsidiary is duly
        qualified as a foreign corporation or organization to transact business
        and is in good standing (with respect to the jurisdictions which
        recognize such concept) 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 to qualify or to be
        in good standing would not result in a Material Adverse Effect.

                (e)     The Company has outstanding equity capitalization as set
        forth in the Final Offering Memorandum (except for subsequent issuances,
        if any, pursuant to employee benefit plans or pursuant to the exercise
        of convertible securities or options),

<PAGE>

        and all of the issued shares of capital stock of the Company have been
        duly and validly authorized and issued and are fully paid and
        non-assessable. Except as otherwise disclosed in the Final Offering
        Memorandum, all of the issued and outstanding capital stock or other
        ownership interests of each subsidiary of the Company (i) have been duly
        authorized and validly issued, (ii) are fully paid and non-assessable
        and (iii) (except for shares necessary to qualify directors or to
        maintain any minimum number of shareholders required by law) are owned
        by the Company directly or through subsidiaries, free and clear of any
        security interest, mortgage, pledge, lien, encumbrance, claim or equity
        except as described in the Final Offering Memorandum and except for such
        security interests, mortgages, pledges, liens, encumbrances, claims or
        equities that are immaterial to the Company and its subsidiaries taken
        as a whole.

                (f)     This Purchase Agreement has been duly authorized,
        executed and delivered by the Company.

                (g)     The Registration Rights Agreement has been duly
        authorized by the Company and at the Closing Date will have been duly
        executed and delivered by the Company and will constitute a valid and
        legally binding agreement of the Company, enforceable in accordance with
        its terms except as the same may be limited by bankruptcy, insolvency,
        reorganization or other laws of general applicability relating to or
        affecting the enforcement of creditors' rights and to general equity
        principles.

                (h)     The Securities and the Exchange Securities have been
        duly authorized, and, when issued and delivered pursuant to this
        Purchase Agreement and the Registration Rights Agreement, respectively,
        the Securities and the Exchange Securities will have been duly executed,
        issued and delivered and (assuming the due authentication thereof by the
        Trustee) will constitute valid and legally binding obligations of the
        Company and will be entitled to the benefits provided by the Indenture.

                (i)     The Indenture has been duly authorized by the Company
        and, at the Closing Date, will have been duly executed and delivered by
        the Company and will constitute a valid and legally binding agreement of
        the Company, enforceable in accordance with its terms except as the same
        may be limited by bankruptcy, insolvency, reorganization or other laws
        of general applicability relating to or affecting the enforcement of
        creditors' rights and to general equity principles; the Indenture is in
        a form that will permit it to be qualified under the Trust Indenture Act
        of 1939, as amended (the "Trust Indenture Act").

                (j)     The Indenture and the Registration Rights Agreement
        conform, and the Securities and the Exchange Securities will conform, to
        the descriptions thereof contained in the Final Offering Memorandum.

                (k)     The issuance and sale of the Securities and the Exchange
        Securities and the compliance by the Company with all of the provisions
        of the Securities, the Exchange Securities, the Indenture, this Purchase
        Agreement, the Registration Rights Agreement and the consummation of the
        transactions herein and therein contemplated, will not (i) conflict with
        or result in a breach or violation of any of the terms or provisions of,
        or

<PAGE>

        constitute a default under, or result in the creation or imposition of
        any lien, charge or encumbrance upon any of the property or assets of
        the Company or any of its subsidiaries pursuant to the terms of, any
        indenture, mortgage, deed of trust, loan agreement or other agreement or
        instrument to which the Company or any of its subsidiaries is a party or
        by which the Company or any of its subsidiaries is bound or to which any
        of the property or assets of the Company or any of its subsidiaries is
        subject, which would have a Material Adverse Effect or affect the
        validity of the Securities or the Exchange Securities or the legal
        authority of the Company to comply with the terms of the Securities, the
        Exchange Securities, the Indenture, this Purchase Agreement or the
        Registration Rights Agreement, (ii) result in any violation of the
        provisions of the organizational documents of the Company or any of its
        subsidiaries or (iii) result in any violation of any statute or any
        order, rule or regulation of any court or governmental agency or body,
        domestic or foreign, having jurisdiction over the Company or any of its
        subsidiaries or any of their properties which would have a Material
        Adverse Effect or affect the validity of the Securities or the Exchange
        Securities or the legal authority of the Company to comply with the
        Securities, the Exchange Securities, the Indenture, this Purchase
        Agreement or the Registration Rights Agreement.

                (l)     No consent, approval, authorization, order,
        registration, filing or qualification of or with any court or
        governmental agency or body, domestic or foreign, having jurisdiction
        over the Company is required for the issuance and sale of the Securities
        or the Exchange Securities or the consummation by the Company of the
        other transactions contemplated by this Purchase Agreement, the
        Registration Rights Agreement or the Indenture, except for (i) such
        consents, approvals, authorizations, orders, registrations, filings or
        qualifications which shall have been obtained or made prior to the
        Closing Date, (ii) as may be required by the securities or blue sky laws
        of the various states, the Securities Act, the Trust Indenture Act and
        the securities laws of any jurisdiction outside the United States in
        which the Securities or the Exchange Securities are offered or (iii)
        such consents, approvals, authorizations, orders, registrations, filings
        and/or qualifications which, if not obtained, would not have a Material
        Adverse Effect or affect the validity of the Securities or the Exchange
        Securities or the legal authority of the Company to comply with the
        Securities, the Exchange Securities, the Indenture, this Purchase
        Agreement or the Registration Rights Agreement.

                (m)     Other than as set forth in the Final Offering
        Memorandum, (i) there are no legal or governmental proceedings pending
        to which the Company or any of its subsidiaries is a party or of which
        any property of the Company or any of its subsidiaries is the subject
        which if determined adversely to the Company or such subsidiary, would
        individually or in the aggregate, have a Material Adverse Effect or
        which would materially and adversely affect the consummation of the
        transactions contemplated under this Purchase Agreement, the
        Registration Rights Agreement, the Indenture or the performance by the
        Company of its obligations thereunder and (ii) to the Company's
        knowledge no such proceedings are threatened or contemplated by
        governmental authorities or threatened by others.

                (n)     PricewaterhouseCoopers LLP, who have certified the
        financial statements of the Company and its consolidated subsidiaries
        included or incorporated by reference in

<PAGE>

        the Final Offering Memorandum, are independent public accountants with
        respect to the Company as required by the Securities Act and the rules
        and regulations of the Commission thereunder.

                (o)     The consolidated financial statements and schedules of
        the Company and its consolidated subsidiaries included or incorporated
        by reference into the Preliminary Offering Memorandum or the Final
        Offering Memorandum, as applicable, present fairly in all material
        respects the financial condition, results of operations and cash flows
        of the Company as of the dates and for the periods indicated, comply as
        to form with the applicable accounting requirements of the Securities
        Act and have been prepared in conformity with generally accepted
        accounting principles in the United States, applied on a consistent
        basis throughout the periods involved (except as otherwise noted
        therein); the selected financial data set forth under the caption
        "Selected Financial Data" in such Offering Memorandum fairly present, on
        the basis stated in such Offering Memorandum, the information included
        therein.

                (p)     In the ordinary course of its business, the Company
        periodically reviews the effect of applicable foreign, federal, state
        and local laws and regulations relating to the protection of human
        health and safety, the environment or hazardous or toxic substances or
        wastes, pollutants or contaminants ("Environmental Laws") on the
        business, operations and properties of the Company and its subsidiaries,
        in the course of which they identify and evaluate associated costs and
        liabilities (including, without limitation, any capital or operating
        expenditures required for clean-up, closure of properties or compliance
        with Environmental Laws, or any permit, license or approval, any related
        constraints on operating activities and any potential liabilities to
        third parties); on the basis of such review, the Company has reasonably
        concluded that such associated costs and liabilities would not,
        individually or in the aggregate, have a Material Adverse Effect, except
        as set forth in or contemplated in the Final Offering Memorandum.

                (q)     Other than as set forth in, or in any document
        incorporated by reference into, the Preliminary Offering Memorandum and
        the Final Offering Memorandum: (i) the Company and its subsidiaries own
        or have the right to use pursuant to license, sublicense, agreement, or
        permission all patents, patent applications, trademarks, service marks,
        trade names, copyrights, trade secrets, confidential information,
        proprietary rights and processes ("Intellectual Property") used in the
        business of the Company and its subsidiaries as described in, or in any
        document incorporated by reference into, the Preliminary Offering
        Memorandum and the Final Offering Memorandum and have taken all steps
        reasonably necessary to secure assignments of such Intellectual Property
        from their respective employees and contractors, except where the
        failure to own, have the right to use or take such steps to secure
        assignments of such Intellectual Property would not reasonably be
        expected to have a Material Adverse Effect; (ii) to the Company's
        knowledge, none of the technology employed by the Company or its
        subsidiaries has been obtained or is being used by the Company or its
        subsidiaries in violation of any contractual or fiduciary obligation
        binding on the Company, its subsidiaries, or any of their respective
        directors or executive officers or any of their respective employees or
        consultants, except for such violations that would not reasonably be
        expected to have a Material Adverse Effect; and (iii) the Company and
        its subsidiaries have taken and will

<PAGE>

        maintain reasonable measures to prevent the unauthorized dissemination
        or publication of their own confidential information, except where the
        failure to take or maintain such measures would not reasonably be
        expected to have a Material Adverse Effect. To the Company's knowledge,
        neither the Company nor any of its subsidiaries has interfered with,
        infringed upon, misappropriated, or otherwise come into conflict with
        any Intellectual Property rights of third parties. The Company and its
        subsidiaries have not received any charge, complaint, claim, demand, or
        notice alleging any such interference, infringement, misappropriation,
        or violation (including any claim that the Company or any of its
        subsidiaries must license or refrain from using any intellectual
        property rights of any third party) which, if the subject of any
        unfavorable decision, ruling or finding would, individually or in the
        aggregate, have a Material Adverse Effect.

                (r)     Neither the Company nor any of its affiliates
        ("Affiliates") (as the term is defined in Regulation D under the
        Securities Act ("Regulation D")), nor any person acting on their behalf
        has, directly or indirectly, made offers or sales of any security, or
        solicited offers to buy any security, under circumstances that would
        require the registration of the Securities under the Securities Act.

                (s)     Neither the Company nor any of its Affiliates, nor any
        person acting on their behalf (other than the Initial Purchasers), has
        engaged or will engage in any form of general solicitation or general
        advertising (within the meaning of Regulation D) in connection with any
        offer or sale of the Securities in the United States.

                (t)     The Securities are eligible for resale pursuant to Rule
        144A under the Securities Act and will not be, at the Closing Date, of
        the same class as securities listed on a national securities exchange
        registered under Section 6 of the Exchange Act or quoted in a U.S.
        automated interdealer quotation system.

                (u)     None of the Company, any of its Affiliates, nor any
        person acting on their behalf (other than the Initial Purchasers), has
        engaged or will engage in any directed selling efforts (as that term is
        defined in Regulation S) with respect to the Securities, and the Company
        and its Affiliates and any person acting on their behalf (other than the
        Initial Purchasers) have complied and will comply with the offering
        restriction requirements of Regulation S.

                (v)     It is not necessary, in connection with the offer, sale
        and delivery of the Securities to the Initial Purchasers under this
        Purchase Agreement or in connection with the offer, initial resale and
        delivery of the Securities by the Initial Purchasers in the manner
        contemplated by this Purchase Agreement and the Final Offering
        Memorandum, to register the Securities under the Securities Act or to
        qualify the Indenture under the Trust Indenture Act, assuming that the
        Initial Purchasers have not and will not breach Section 4 of this
        Purchase Agreement.

                (w)     The Company is not, and upon the issuance and sale of
        the Securities as herein contemplated and the application of the net
        proceeds therefrom as described in the Final Offering Memorandum will
        not be, an "investment company" or an entity

<PAGE>

        "controlled" by an "investment company" as such terms are defined in the
        Investment Company Act of 1940, as amended.

                (x)     The Company has not taken, directly or indirectly, any
        action designed to cause or which has constituted or which might
        reasonably be expected to cause or result, under the Exchange Act or
        otherwise, in the stabilization or manipulation of the price of any
        security of the Company to facilitate the sale or resale of the
        Securities.

                Any certificate signed by any officer of the Company and
delivered to the Initial Purchasers or counsel for the Initial Purchasers in
connection with the offering of the Securities shall be deemed a representation
and warranty by the Company, as to matters covered thereby, to each Initial
Purchaser.

        2.      Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers,
upon the basis of the representations and warranties of the Company herein
contained, but subject to the conditions hereinafter stated, agree severally and
not jointly to purchase from the Company, the aggregate principal amount of
Securities set forth opposite their respective names on Schedule I hereto, at a
purchase price of 98.861% of the principal amount of the Securities plus accrued
interest, if any, from June 6, 2002 to the Closing Date (the "Purchase Price").

        3.      Delivery and Payment. Delivery of and payment for the Securities
shall be made at 10:00 a.m., New York City time, on June 6, 2002, or at such
time on such later date (not later than June 13, 2002) as the Initial Purchasers
shall designate, which date and time may be postponed by agreement between the
Initial Purchasers and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made against payment by the
several Initial Purchasers of the purchase price thereof to or upon the order of
the Company by wire transfer payable in same-day funds to the account specified
by the Company. Delivery of the Securities shall be made through the facilities
of The Depository Trust Company, unless the Initial Purchasers shall otherwise
instruct.

        4.      Offering by Initial Purchasers. Each Initial Purchaser,
severally and not jointly, represents and warrants to and agrees with the
Company that:

                (a)     (i) It has not solicited offers for, or offered or sold,
        and will not solicit offers for, or offer or sell, the Securities by any
        form of general solicitation or general advertising (as those terms are
        used in Regulation D) or in any manner involving a public offering
        within the meaning of Section 4(2) of the Securities Act and (ii) it has
        solicited and will solicit offers for the Securities only from, and has
        offered and sold, and will offer, sell and deliver the Securities only
        to, persons it reasonably believes to be: (A) "qualified institutional
        buyers" ("QIBs") as defined in Rule 144A under the Securities Act in
        reliance on Rule 144A, and in connection with each such offer or sale,
        it has taken or will take reasonable steps to ensure that the offeree or
        purchaser of the Securities is aware that such offer or sale is being
        made in reliance on Rule 144A, and (B) in the case of offers or sales
        outside the United States, to persons other than U.S. persons ("Non-U.S.

<PAGE>

        Persons," which term shall include dealers or other professional
        fiduciaries in the United States acting on a discretionary basis for
        foreign beneficial owners (other than an estate or trust)) in reliance
        on Regulation S.

                (b)     Each Initial Purchaser understands that the Securities
        have not been and will not be registered under the Securities Act and
        may not be offered or sold within the United States or to, or for the
        account or benefit of, U.S. persons except in accordance with Regulation
        S under the Securities Act or pursuant to an exemption from the
        registration requirements of the Securities Act. Each Initial Purchaser
        severally represents and agrees that, except as permitted by Section
        4(a) above, it has offered and sold the Securities and will offer and
        sell the Securities (i) as part of its distribution at any time and (ii)
        otherwise until forty days after the later of the date upon which the
        offering of the Securities commences and the Closing Date, only in
        accordance with Rule 903 of Regulation S. Accordingly, neither the
        Initial Purchasers, their affiliates nor any persons acting on their
        behalf have engaged or will engage in any directed selling efforts with
        respect to Securities sold hereunder pursuant to Regulation S, and the
        Initial Purchasers, their affiliates and any person acting on their
        behalf have complied and will comply with the offering restriction
        requirements of Regulation S. Each Initial Purchaser severally agrees
        that, at or prior to confirmation of a sale of Securities pursuant to
        Regulation S it will have sent to each distributor, dealer or person
        receiving a selling concession, fee or other remuneration that purchases
        such Securities from it during the restricted period a confirmation or
        notice to substantially the following effect:

                "The securities covered hereby have not been registered under
                the Securities Act of 1933, as amended (the "Securities Act"),
                and may not be offered and sold within the United States or to,
                or for the account or benefit of, U.S. persons (i) as part of
                their distribution at any time or (ii) otherwise until 40 days
                after the later of the commencement of the offering and the
                final closing date, except in either case in accordance with
                Regulation S (or Rule 144A if available) under the Securities
                Act. Terms used above have the meaning given to them by
                Regulation S."

                (c)     Each Initial Purchaser represents and warrants to, and
        agrees with, the Company that any sales of the Securities in the United
        Kingdom shall only be made in conformity with the laws and regulations
        thereof and that:

                        (i)     It has not offered or sold and, prior to the
                date six months after the date of issue of the Securities, will
                not offer or sell any of the Securities to persons in the United
                Kingdom 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 which 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,
                as amended;

                        (ii)    It has complied and will comply with all
                applicable provisions of the Financial Services and Markets Act
                2000 ("FSMA") with respect to anything

<PAGE>

                done by it in relation to the Securities in, from or otherwise
                involving the United Kingdom; and

                        (iii)   It has only communicated or caused to be
                communicated and will only communicate or cause to be
                communicated any invitation or inducement to engage in
                investment activity (within the meaning of Section 21 of FSMA)
                received by it in connection with the issue or sale of the
                Securities in circumstances in which Section 21(1) of FSMA does
                not apply to the Company.

                Terms used above in this Section 4 and not defined in this
        Purchase Agreement have the meanings given to them by Regulation S.

        5.      Agreements. The Company agrees with each Initial Purchaser that:

                (a)     The Company will furnish to each Initial Purchaser and
        to counsel for the Initial Purchasers, without charge, during the period
        referred to in paragraph (c) below, as many copies of the Final Offering
        Memorandum and any amendments and supplements thereto as they may
        reasonably request.

                (b)     The Company will not amend or supplement the Final
        Offering Memorandum, other than by filing documents under the Exchange
        Act that are incorporated by reference therein, without the prior
        written consent of the Initial Purchasers, which consent shall not be
        unreasonably withheld; provided, however, that, prior to the completion
        of the distribution of the Securities by the Initial Purchasers, (which
        completion shall be determined by the Initial Purchasers (who shall
        notify the Company of the completion date), but in no event later than
        ninety (90) days following the date on which the Initial Purchasers
        purchase the Securities hereunder), the Company will not file any
        document under the Exchange Act that is incorporated by reference in the
        Final Offering Memorandum unless, prior to such proposed filing, the
        Company has furnished Salomon Smith Barney Inc. and Banc One Capital
        Markets, Inc. with a copy of such document for their review and comment
        and the Company shall make any reasonable changes suggested by Salomon
        Smith Barney Inc. and/or Banc One Capital Markets, Inc. as long as such
        changes are provided to the Company within a reasonable amount of time
        given the circumstances of the Exchange Act filing and provided that
        such changes are consistent with federal securities laws and
        regulations. The Company will promptly advise the Initial Purchasers
        when any document filed under the Exchange Act that is incorporated by
        reference in the Final Offering Memorandum shall have been filed with
        the Commission.

                (c)     If at any time prior to the completion of the sale of
        the Securities by the Initial Purchasers (as determined by the Initial
        Purchasers), any event occurs as a result of which the Final Offering
        Memorandum, as then amended or supplemented, would include 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 were made, not misleading, or if it
        should be necessary to amend or supplement the Final Offering Memorandum
        to comply with applicable law, the Company promptly (i) will notify the
        Initial Purchasers of any such event; (ii) subject to the requirements
        of

<PAGE>

        paragraph (b) of this Section 5, will prepare an amendment or supplement
        that will correct such statement or omission or effect such compliance;
        and (iii) will supply any supplemented or amended Final Offering
        Memorandum to the several Initial Purchasers and counsel for the Initial
        Purchasers without charge in such quantities as they may reasonably
        request.

                (d)     The Company will arrange, if necessary, for the
        qualification of the Securities for sale by the Initial Purchasers under
        the laws of such jurisdictions as the Initial Purchasers may designate
        and will maintain such qualifications in effect so long as required for
        the sale of the Securities; provided that in no event shall the Company
        be obligated to qualify to do business in any jurisdiction where it is
        not now so qualified or to take any action that would subject it to
        service of process in suits, other than those arising out of the
        offering or sale of the Securities, in any jurisdiction where it is not
        now so subject. The Company will promptly advise the Initial Purchasers
        of the receipt by the Company of any notification with respect to the
        suspension of the qualification of the Securities for sale in any
        jurisdiction or the initiation or threatening of any proceeding for such
        purpose.

                (e)     The Company will not, and will not permit any of its
        Affiliates to, resell any Securities that have been acquired by any of
        them.

                (f)     Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf will, directly or indirectly, make
        offers or sales of any security, or solicit offers to buy any security,
        under circumstances that would require the registration of the
        Securities under the Securities Act.

                (g)     Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf will engage in any form of general
        solicitation or general advertising (within the meaning of Regulation D)
        in connection with any offer or sale of the Securities in the United
        States.

                (h)     So long as any of the Securities are "restricted
        securities" within the meaning of Rule 144(a)(3) under the Securities
        Act, the Company will, during any period in which it is not subject to
        and in compliance with Section 13 or 15(d) of the Exchange Act or it is
        not exempt from such reporting requirements pursuant to and in
        compliance with Rule 12g3-2(b) under the Exchange Act, provide to each
        holder of such restricted securities and to each prospective purchaser
        (as designated by such holder) of such restricted securities, upon the
        request of such holder or prospective purchaser, any information
        required to be provided by Rule 144A(d)(4) under the Securities Act.
        This covenant is intended to be for the benefit of the holders, and the
        prospective purchasers designated by such holders, from time to time of
        such restricted securities.

                (i)     Neither the Company, nor any of its Affiliates, nor any
        person acting on its or their behalf will engage in any directed selling
        efforts with respect to the Securities, and each of them will comply
        with the offering restrictions requirement of Regulation S. Terms used
        in this paragraph have the meanings given to them by Regulation S.

<PAGE>

                (j)     The Company will cooperate with the Initial Purchasers
        and use commercially reasonable efforts to permit the Securities to be
        eligible for clearance and settlement through The Depository Trust
        Company.

                (k)     The Company will not from the date hereof through the
        Closing Date, without the prior written consent of Salomon Smith Barney
        Inc. and Banc One Capital Markets, Inc., offer, sell or contract to
        sell, or otherwise dispose of (or enter into any transaction which is
        designed to, or might reasonably be expected to, result in the
        disposition (whether by actual disposition or effective economic
        disposition due to cash settlement or otherwise) by the Company or any
        Affiliate of the Company), directly or indirectly, or announce the
        offering of, any debt securities issued or guaranteed by the Company
        (other than the Securities).

                (l)     The Company will not take, directly or indirectly, any
        action designed to or which has constituted or which might reasonably be
        expected to cause or result, under the Exchange Act or otherwise, in
        stabilization or manipulation of the price of any security of the
        Company to facilitate the sale or resale of the Securities.

                (m)     The Company agrees to pay the costs and expenses
        relating to the following matters: (i) the issuance of the Securities
        and the fees of the Trustee; (ii) the preparation, printing or
        reproduction of the Preliminary Offering Memorandum and Final Offering
        Memorandum and each amendment or supplement to either of them; (iii) the
        printing (or reproduction) and delivery (including postage, air freight
        charges and charges for counting and packaging) of such copies of the
        Preliminary Offering Memorandum and Final Offering Memorandum, and all
        amendments or supplements to either of them, as may, in each case, be
        reasonably requested for use in connection with the offering and sale of
        the Securities; (iv) the preparation, printing, authentication, issuance
        and delivery of certificates for the Securities, including any stamp or
        transfer taxes in connection with the original issuance and sale of the
        Securities; (v) the printing (or reproduction) and delivery of this
        Agreement, any blue sky memorandum and all other agreements or documents
        printed (or reproduced) and delivered in connection with the offering of
        the Securities; (vi) any registration or qualification of the Securities
        for offer and sale under the securities or blue sky laws of the several
        states (including filing fees and the reasonable fees and expenses of
        counsel for the Initial Purchasers relating to such registration and
        qualification); (vii) the transportation and other expenses incurred by
        or on behalf of the Company in connection with presentations to
        prospective purchasers of the Securities; (viii) the fees and expenses
        of the Company's accountants and the fees and expenses of counsel
        (including local and special counsel) for the Company; and (ix) all
        other costs and expenses of the Company incident to the performance by
        the Company of its obligations hereunder; provided that, upon the
        request of the Company, the Initial Purchasers shall provide reasonable
        documentation with respect to expenses incurred by or on behalf of the
        Initial Purchasers pursuant to this Agreement.

        6.      Conditions to the Obligations of the Initial Purchasers. The
obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein at the date hereof, the Closing Date and any settlement
date pursuant to Section 3 hereof, to the accuracy of the

<PAGE>

statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:

                (a)     The Company shall have requested and caused Baker Botts
        L.L.P., counsel for the Company, to furnish to the Initial Purchasers
        their opinion, dated the Closing Date and addressed to the Initial
        Purchasers, to the effect that:

                        (i)     The Purchase Agreement has been duly authorized,
                executed and delivered by the Company.

                        (ii)    The Registration Rights Agreement has been duly
                authorized, executed and delivered by the Company and
                constitutes a valid and legally binding agreement of the
                Company, enforceable against the Company in accordance with its
                terms except as the same may be limited by bankruptcy,
                insolvency, fraudulent conveyance, reorganization, moratorium or
                other laws of general applicability relating to or affecting the
                enforcement of creditors' rights and to general principles of
                equity and public policy (whether considered in a proceeding in
                equity or at law).

                        (iii)   The Securities have been duly authorized by all
                necessary corporate action on the part of the Company, and have
                been duly executed and delivered by the Company, and (assuming
                the due authentication thereof by the Trustee) will constitute
                valid and legally binding obligations of the Company and will be
                entitled to the benefits provided by the Indenture except as the
                same may be limited by bankruptcy, insolvency, fraudulent
                conveyance, reorganization, moratorium or other laws of general
                applicability relating to or affecting the enforcement of
                creditors' rights and to general principles of equity and public
                policy (whether considered in a proceeding in equity or at law);
                and the Exchange Securities have been duly authorized by all
                necessary corporate action on the part of the Company, and, when
                issued and delivered pursuant to the Registration Rights
                Agreement, will have been duly executed and delivered by the
                Company, and (assuming the due authentication thereof by the
                Trustee) will constitute valid and legally binding obligations
                of the Company and will be entitled to the benefits provided by
                the Indenture except as the same may be limited by bankruptcy,
                insolvency, fraudulent conveyance, reorganization, moratorium or
                other laws of general applicability relating to or affecting the
                enforcement of creditors' rights and to general principles of
                equity and public policy (whether considered in a proceeding in
                equity or at law).

                        (iv)    The Indenture has been duly authorized, executed
                and delivered by the Company and constitutes a valid and legally
                binding agreement of the Company, enforceable against the
                Company in accordance with its terms except as the same may be
                limited by bankruptcy, insolvency, fraudulent conveyance,
                reorganization, moratorium or other laws of general
                applicability relating to or affecting the enforcement of
                creditors' rights and to general principles of equity and public
                policy (whether considered in a proceeding in equity or at law).

<PAGE>

                        (v)     The Indenture, the Registration Rights Agreement
                and the Securities conform in all material respects to the
                descriptions thereof contained in the Final Offering Memorandum.

                        (vi)    No consent, approval, authorization, order,
                registration, filing or qualification of or with any court or
                governmental agency or body in the United States having
                jurisdiction over the Company is required for the issuance and
                sale of the Securities or the Exchange Securities or the
                consummation by the Company of the other transactions
                contemplated by the Purchase Agreement, the Registration Rights
                Agreement or the Indenture, except such consents, approvals,
                authorizations, orders, registrations, filings or qualifications
                which shall have been obtained or made prior to the Closing Date
                or as may be required by the securities or blue sky laws of the
                various states, the Securities Act, the Trust Indenture Act and
                the securities laws of any jurisdiction outside the United
                States in which the Securities or the Exchange Securities are
                offered.

                        (vii)   Assuming the accuracy of the representations and
                warranties and the compliance with the agreements and covenants
                of the Company and each of the Initial Purchasers contained in
                the Purchase Agreement, it is not necessary in connection with
                the offer, sale and delivery of the Securities to the Initial
                Purchasers under the Purchase Agreement or the initial resale of
                such Securities by the Initial Purchasers in the manner
                contemplated by the Purchase Agreement and the Final Offering
                Memorandum to register the Securities under the Securities Act
                or to qualify any indenture in respect of the Securities under
                the Trust Indenture Act.

                        (viii)  The Company is not, and upon the issuance and
                sale of the Securities as herein contemplated and the
                application of the net proceeds therefrom as described in the
                Final Offering Memorandum 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.

                        (ix)    The statements in the Final Offering Memorandum
                under the caption "United States Federal Tax Consequences"
                insofar as such statements constitute summaries of legal matters
                fairly summarize in all material respects the matters referred
                to therein.

                Such counsel shall also state no facts came to their attention
        which led them to believe that the Final Offering Memorandum as of its
        date or as of the Closing Date (in each case, apart from the financial
        statements and schedules, the notes thereto and the auditors' reports
        thereon and other financial and accounting information contained or
        incorporated by reference therein or omitted therefrom) contained any
        untrue statement of a material fact or omitted to state any material
        fact necessary in order to make the statements contained therein, in
        light of the circumstances under which they were made, not misleading.
        In providing such opinions, such counsel shall be entitled to rely on
        the opinions of the Company's counsel and certificates and documents
        provided by the Company to such counsel and to the Initial Purchasers.

<PAGE>

                (b)     The Company shall have requested and caused Jonathan
        Hoak, Senior Vice President and General Counsel of the Company, to
        furnish to the Initial Purchasers his opinion, dated the Closing Date
        and addressed to the Initial Purchasers, 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 State of Maryland, with power and authority to own,
                lease and operate its properties and conduct its business as
                described in the Final Offering Memorandum.

                        (ii)    The Company is duly qualified as a foreign
                corporation to transact business and is in good standing (with
                respect to the jurisdictions which recognize such concept) in
                each other 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 to qualify or to
                be in good standing would not have a Material Adverse Effect.

                        (iii)   The issuance and sale of the Securities and the
                Exchange Securities and the compliance by the Company with all
                of the provisions of the Securities, the Exchange Securities,
                the Indenture, the Purchase Agreement and the Registration
                Rights Agreement, and the consummation of the transactions
                therein contemplated, will not (A) conflict with or result in a
                breach or violation of any of the terms or provisions of, or
                constitute a default under, or result in the creation or
                imposition of any lien, charge or encumbrance upon any of the
                property or assets of the Company or any of its subsidiaries
                pursuant to the terms of, any indenture, mortgage, deed of
                trust, loan agreement or other agreement or instrument to which
                the Company or any of its subsidiaries is a party or by which
                the Company or any of its subsidiaries is bound or to which any
                of the property or assets of the Company or any of its
                subsidiaries is subject, which would have a Material Adverse
                Effect or affect the validity of the Securities or the Exchange
                Securities or the legal authority of the Company to comply with
                the terms of the Securities, the Exchange Securities, the
                Indenture, the Purchase Agreement or the Registration Rights
                Agreement; (B) result in any violation of the provisions of the
                organizational documents of the Company or any of its material
                subsidiaries or (C) result in any violation of any statute or
                any order, rule or regulation of any court or governmental
                agency or body in the United States having jurisdiction over the
                Company or any of its subsidiaries or any of their respective
                properties which would have a Material Adverse Effect or affect
                the validity of the Securities or the Exchange Securities or the
                legal authority of the Company to comply with the Securities,
                the Exchange Securities, the Indenture, the Purchase Agreement
                or the Registration Rights Agreement.

                        (iv)    Each subsidiary of the Company, other than those
                subsidiaries which would not, individually or in the aggregate,
                constitute a "significant subsidiary" as defined in Item 1-02(w)
                of Regulation S-X (each a "Significant Subsidiary"), is a
                corporation, partnership, limited liability company or business
                trust duly incorporated or organized, validly existing and in
                good standing (to the

<PAGE>

                extent the jurisdiction of its incorporation recognizes such
                concept) under the laws of the jurisdiction of its incorporation
                or organization, with the requisite power and authority to own,
                lease and operate its properties and conduct its business as
                described in the Final Offering Memorandum; each Significant
                Subsidiary is duly qualified as a foreign corporation to
                transact business and is in good standing (with respect to the
                jurisdictions which recognize such concept) 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 to qualify or to be in good standing
                would not result in a Material Adverse Effect; except as
                otherwise disclosed in the Final Offering Memorandum or, with
                respect to those subsidiaries for which the Company does not own
                all of the outstanding capital stock or ownership interests in
                such subsidiaries, as disclosed in an exhibit to the opinion
                (which exhibit shall contain the percentage ownership interest
                of the Company and/or its affiliates in each such subsidiary and
                the ownership interest of the other party[ies] in each such
                subsidiary), all of the issued and outstanding capital stock or
                other ownership interests of each Significant Subsidiary of the
                Company has been duly authorized and validly issued, is fully
                paid and non-assessable and (except for shares necessary to
                qualify directors or to maintain any minimum number of
                shareholders required by law and/or shares of those subsidiaries
                for which the Company does not own all of the outstanding
                capital stock as described on an exhibit to the opinion) are
                owned by the Company, directly or through subsidiaries, free and
                clear of any security interest, mortgage, pledge, lien,
                encumbrance, claim or equity except as described in the Final
                Offering Memorandum and except for such security interests,
                mortgages, pledges, liens, encumbrances, claims or equities that
                are immaterial to the Company and its subsidiaries taken as a
                whole.

                        (v)     All of the issued shares of capital stock of the
                Company have been duly and validly authorized and issued and are
                fully paid and non-assessable.

                        (vi)    To the knowledge of such counsel, after
                reasonable inquiry, other than as set forth in the Final
                Offering Memorandum, (A) there are no legal or governmental
                proceedings in the United States pending to which the Company or
                any of its subsidiaries is a party or of which any property of
                the Company or any of its subsidiaries is the subject which if
                determined adversely to the Company or such subsidiary would,
                individually or in the aggregate, have a Material Adverse Effect
                or which would materially and adversely affect the consummation
                of the transactions contemplated under the Purchase Agreement,
                the Registration Rights Agreement or the Indenture or the
                performance by the Company of its obligations thereunder; and
                (B) no such proceedings are threatened or contemplated by
                governmental authorities or threatened by others.

                        (vii)   The documents incorporated by reference in the
                Final Offering Memorandum (other than the financial statements
                and schedules, the notes thereto and the auditors' reports
                thereon and the other financial and accounting information
                contained or incorporated by reference therein or omitted
                therefrom, as to which such counsel need express no opinion),
                when they were filed with the

<PAGE>

                Commission, complied as to form in all material respects with
                the requirements of the Exchange Act and the rules and
                regulations of the Commission thereunder; and such counsel has
                no reason to believe that any of such documents (other than the
                financial statements and schedules, the notes thereto and the
                auditors' reports thereon and the other financial and accounting
                information contained or incorporated by reference therein or
                omitted therefrom, as to which such counsel need express no
                opinion), when they were so filed, contained an untrue statement
                of a material fact or omitted to state a material fact necessary
                in order to make the statements therein, in light of the
                circumstances under which they were made when such documents
                were so filed, not misleading.

                Such counsel shall also state that no facts came to his
        attention which led him to believe that the Final Offering Memorandum as
        of its date or as of the Closing Date (other than the financial
        statements and schedules, the notes thereto and the auditors' reports
        thereon and the other financial and accounting information contained or
        incorporated by reference therein or omitted therefrom, as to which such
        counsel need express no opinion) contained any untrue statement of a
        material fact or omitted to state any material fact required to be
        stated therein or necessary to make the statements therein, in light of
        the circumstances under which they were made, not misleading.

                (c)     The Initial Purchasers shall have received from Mayer,
        Brown, Rowe & Maw, counsel for the Initial Purchasers, such opinion or
        opinions, dated the Closing Date and addressed to the Initial
        Purchasers, with respect to the issuance and sale of the Securities, the
        Indenture, the Registration Rights Agreement, the Final Offering
        Memorandum (as amended or supplemented at the Closing Date) and other
        related matters as the Initial Purchasers may reasonably require, and
        the Company shall have furnished to such counsel such documents as they
        request for the purpose of enabling them to pass upon such matters.

                (d)     The Company shall have furnished to the Initial
        Purchasers a certificate of the Company, signed by the Chief Financial
        Officer and Treasurer of the Company, dated the Closing Date, to the
        effect that the signers of such certificate have carefully examined the
        Final Offering Memorandum, any amendment or supplement to the Final
        Offering Memorandum and this Agreement and that:

                        (i)     the Company's outstanding equity capitalization
                is as set forth in the Final Offering Memorandum (except for
                subsequent issuances, if any, pursuant to employee benefit plans
                or pursuant to the exercise of convertible securities or
                options, and except for systematic purchases of the Company's
                common stock by the Company since March 31, 2002, pursuant to
                one of the Company's existing share repurchase programs);

                        (ii)    the representations and warranties of the
                Company in this Agreement are true and correct in all material
                respects on and as of the Closing Date with the same effect as
                if made on the Closing Date, and the Company has complied with
                all the agreements and satisfied all the conditions on its part
                to be performed or satisfied hereunder at or prior to the
                Closing Date; and

<PAGE>

                        (iii)   since the date of the most recent financial
                statements included in the Final Offering Memorandum (exclusive
                of any amendment or supplement thereto), there has been no
                material adverse change in the condition (financial or
                otherwise), earnings, business or properties of the Company and
                its subsidiaries, taken as a whole, whether or not arising from
                transactions in the ordinary course of business, except as set
                forth in or contemplated by the Final Offering Memorandum
                (exclusive of any amendment or supplement thereto).

                (e)     At the date hereof and at the Closing Date, the Company
        shall have requested and caused PricewaterhouseCoopers LLP, the
        Company's independent accountants, who have certified financial
        statements included or incorporated by reference into the Final Offering
        Memorandum, to furnish to the Initial Purchasers letters, dated
        respectively as of the date hereof and as of the Closing Date, in form
        and substance satisfactory to the Initial Purchasers, of the type
        described in AICPA Statement on Auditing Standards No. 72.

                References to the Final Offering Memorandum in this Section 6(e)
        include any amendment or supplement thereto at the date of the
        applicable letter.

                (f)     Subsequent to the date hereof or, if earlier, the dates
        as of which information is given in the Final Offering Memorandum
        (exclusive of any amendment or supplement thereto), there shall not have
        been (i) any change or decrease specified in the letter or letters
        referred to in paragraph (e) of this Section 6; or (ii) any change, or
        any development involving a prospective change, in or affecting the
        condition (financial or otherwise), earnings, business or properties of
        the Company and its subsidiaries, taken as a whole, whether or not
        arising from transactions in the ordinary course of business, except as
        set forth in or contemplated in the Final Offering Memorandum (exclusive
        of any amendment or supplement thereto) the effect of which, in any case
        referred to in clause (i) or (ii) above, is, in the sole judgment of the
        Initial Purchasers, so material and adverse as to make it impractical or
        inadvisable to market the Securities as contemplated by the Final
        Offering Memorandum (exclusive of any amendment or supplement thereto).

                (g)     Subsequent to the date hereof, there shall not have been
        any decrease in the rating of any of the Company's debt securities by
        any "nationally recognized statistical rating organization" (as defined
        for purposes of Rule 436(g) under the Securities Act) or any notice
        given of any intended or potential decrease in any such rating or of a
        possible change in any such rating that does not indicate the direction
        of the possible change.

                (h)     Prior to the Closing Date, the Company shall have
        furnished to the Initial Purchasers such further information,
        certificates and documents as the Initial Purchasers may reasonably
        request.

                If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Initial Purchasers and counsel for the
Initial

<PAGE>

Purchasers, this Agreement and all obligations of the Initial Purchasers
hereunder may be cancelled at, or at any time prior to, the Closing Date by the
Initial Purchasers. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

                The documents required to be delivered by this Section 6 will be
delivered at the office of counsel for the Initial Purchasers, at Mayer, Brown,
Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois 60603-3441, on the
Closing Date.

        7.      Reimbursement of Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Initial Purchasers, the Company will reimburse the Initial
Purchasers severally through Salomon Smith Barney on demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities; provided that the Initial Purchasers provide the
Company with reasonable documentation evidencing such expenses.

        8.      Indemnification and Contribution.

                (a)     The Company agrees to indemnify and hold harmless each
        Initial Purchaser, the directors, officers, employees and agents of each
        Initial Purchaser and each person who controls any Initial Purchaser
        within the meaning of either the Securities Act or the Exchange Act
        against any and all losses, claims, damages or liabilities, joint or
        several, to which they or any of them may become subject under the
        Securities Act, the Exchange Act or other Federal or state statutory law
        or regulation, at common law or otherwise, insofar as such losses,
        claims, damages or liabilities (or actions in respect thereof) arise out
        of or are based upon any untrue statement or alleged untrue statement of
        a material fact contained in the Preliminary Offering Memorandum, the
        Final Offering Memorandum (or in any supplement or amendment thereto) or
        any information provided by the Company to any holder or prospective
        purchaser of Securities pursuant to Section 5(h) hereof, or in any
        amendment thereof or supplement thereto, or arise out of or are based
        upon the omission or alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading, and agrees to reimburse each such indemnified party, as
        incurred, for any legal or other expenses reasonably incurred by them in
        connection with investigating or defending any such loss, claim, damage,
        liability or action; provided, however, that the Company will not be
        liable in any such case to the extent that any such loss, claim, damage
        or liability arises out of or is based upon any such untrue statement or
        alleged untrue statement or omission or alleged omission made in the
        Preliminary Offering Memorandum or the Final Offering Memorandum, or in
        any amendment thereof or supplement thereto, in reliance upon and in
        conformity with written information furnished to the Company by or on
        behalf of any Initial Purchasers specifically for inclusion therein.
        This indemnity agreement will be in addition to any liability which the
        Company may otherwise have.

<PAGE>

                (b)     Each Initial Purchaser severally and not jointly agrees
        to indemnify and hold harmless the Company, each of its directors, each
        of its officers, and each person who controls the Company within the
        meaning of either the Securities Act or the Exchange Act, to the same
        extent as the foregoing indemnity from the Company to each Initial
        Purchaser, but only with reference to written information relating to
        such Initial Purchaser furnished to the Company by or on behalf of such
        Initial Purchaser specifically for inclusion in the Preliminary Offering
        Memorandum or the Final Offering Memorandum (or in any amendment or
        supplement thereto). This indemnity agreement will be in addition to any
        liability which any Initial Purchaser may otherwise have. The Company
        acknowledges that the statements set forth in the last paragraph of the
        cover page regarding the delivery of the Securities and, under the
        heading "Plan of Distribution," (i) the first sentence in paragraph
        three; (ii) the sentences related to concessions and reallowances; and
        (iii) the paragraph related to stabilization, syndicate covering
        transactions and penalty bids in the Preliminary Offering Memorandum and
        the Final Offering Memorandum, constitute the only information furnished
        in writing by or on behalf of the Initial Purchasers for inclusion in
        the Preliminary Offering Memorandum or the Final Offering Memorandum (or
        in any amendment or supplement thereto).

                (c)     Promptly after receipt by an indemnified party under
        this Section 8 of notice of the commencement of any action, such
        indemnified party will, if a claim in respect thereof is to be made
        against the indemnifying party under this Section 8, notify the
        indemnifying party in writing of the commencement thereof; but the
        failure so to notify the indemnifying party (i) will not relieve it from
        liability under paragraph (a) or (b) above unless and to the extent it
        did not otherwise learn of such action and such failure results in the
        forfeiture by the indemnifying party of substantial rights and defenses;
        and (ii) will not, in any event, relieve the indemnifying party from any
        obligations to any indemnified party other than the indemnification
        obligation provided in paragraph (a) or (b) above. The indemnifying
        party shall be entitled to appoint counsel of the indemnifying party's
        choice at the indemnifying party's expense to represent the indemnified
        party in any action for which indemnification is sought (in which case
        the indemnifying party shall not thereafter be responsible for the fees
        and expenses of any separate counsel retained by the indemnified party
        or parties except as set forth below); provided, however, that such
        counsel shall be satisfactory to the indemnified party. Notwithstanding
        the indemnifying party's election to appoint counsel to represent the
        indemnified party in an action, the indemnified party shall have the
        right to employ separate counsel (including local counsel), and the
        indemnifying party shall bear the reasonable fees, costs and expenses of
        such separate counsel if (i) the use of counsel chosen by the
        indemnifying party to represent the indemnified party would present such
        counsel with a conflict of interest; (ii) the actual or potential
        defendants in, or targets of, any such action include both the
        indemnified party and the indemnifying party and the indemnified party
        shall have reasonably concluded that there may be legal defenses
        available to it and/or other indemnified parties which are different
        from or additional to those available to the indemnifying party; (iii)
        the indemnifying party shall not have employed counsel satisfactory to
        the indemnified party to represent the indemnified party within a
        reasonable time after notice of the institution of such action; or (iv)
        the indemnifying party shall authorize the indemnified party to employ
        separate counsel at the expense of the indemnifying party. An
        indemnifying party will not, without the prior

<PAGE>

        written consent of the indemnified parties, settle or compromise or
        consent to the entry of any judgment with respect to any pending or
        threatened claim, action, suit or proceeding in respect of which
        indemnification or contribution may be sought hereunder (whether or not
        the indemnified parties are actual or potential parties to such claim or
        action) unless such settlement, compromise or consent includes an
        unconditional release of each indemnified party from all liability
        arising out of such claim, action, suit or proceeding.

                (d)     In the event that the indemnity provided in paragraph
        (a) or (b) of this Section 8 is unavailable to or insufficient to hold
        harmless an indemnified party for any reason, the Company and the
        Initial Purchasers agree to contribute to the aggregate losses, claims,
        damages and liabilities (including legal or other expenses reasonably
        incurred in connection with investigating or defending same)
        (collectively "Losses") to which the Company and one or more of the
        Initial Purchasers may be subject in such proportion as is appropriate
        to reflect the relative benefits received by the Company on the one hand
        and by the Initial Purchasers on the other from the offering of the
        Securities; provided, however, that in no case shall any Initial
        Purchaser (except as may be provided in any agreement among the Initial
        Purchasers relating to the offering of the Securities) be responsible
        for any amount in excess of the purchase discount or commission
        applicable to the Securities purchased by such Initial Purchaser
        hereunder. If the allocation provided by the immediately preceding
        sentence is unavailable for any reason, the Company and the Initial
        Purchasers shall contribute in such proportion as is appropriate to
        reflect not only such relative benefits but also the relative fault of
        the Company on the one hand and of the Initial Purchasers on the other
        in connection with the statements or omissions which resulted in such
        Losses, as well as any other relevant equitable considerations. Benefits
        received by the Company shall be deemed to be equal to the total net
        proceeds from the offering (before deducting expenses) received by it,
        and benefits received by the Initial Purchasers shall be deemed to be
        equal to the total purchase discounts and commissions in each case set
        forth on the cover of the Final Offering Memorandum. Relative fault
        shall be determined by reference to, among other things, whether any
        untrue or any alleged untrue statement of a material fact or the
        omission or alleged omission to state a material fact relates to
        information provided by the Company on the one hand or the Initial
        Purchasers on the other, the intent of the parties and their relative
        knowledge, information and opportunity to correct or prevent such untrue
        statement or omission. The Company and the Initial Purchasers agree that
        it would not be just and equitable if contribution were determined by
        pro rata allocation or any other method of allocation which does not
        take account of the equitable considerations referred to above.
        Notwithstanding the provisions of this paragraph (d), no person guilty
        of fraudulent misrepresentation (within the meaning of Section 11(f) of
        the Securities Act) shall be entitled to contribution from any person
        who was not guilty of such fraudulent misrepresentation. For purposes of
        this Section 8, each person who controls an Initial Purchaser within the
        meaning of either the Securities Act or the Exchange Act and each
        director, officer, employee and agent of an Initial Purchaser shall have
        the same rights to contribution as such Initial Purchaser, and each
        person who controls the Company within the meaning of either the
        Securities Act or the Exchange Act and each officer and director of the
        Company shall have the same rights to contribution as the Company,
        subject in each case to the applicable terms and conditions of this
        paragraph (d).

<PAGE>

        9.      Default by an Initial Purchaser.

                (a)     If any Initial Purchaser shall default in its obligation
        to purchase the Securities which it has agreed to purchase under this
        Purchase Agreement, the Initial Purchasers may in their discretion
        arrange for themselves or another party or other parties to purchase
        such Securities on the terms contained herein. If within 36 hours after
        such default by any Initial Purchasers the Initial Purchasers do not
        arrange for the purchase of such Securities, then the Company shall be
        entitled to a further period of 36 hours within which to procure another
        party or other parties satisfactory to the Initial Purchasers to
        purchase such Securities on such terms. In the event that, within the
        respective prescribed period, the Initial Purchasers notify the Company
        that they have so arranged for the purchase of such Securities, or the
        Company notifies the Initial Purchasers that it has so arranged for the
        purchase of such Securities, the Initial Purchasers or the Company shall
        have the right to postpone the Closing Date for such Securities for a
        period of not more than seven days, in order to effect whatever changes
        may thereby be made necessary in the Final Offering Memorandum, or in
        any other documents or arrangements. The term "Initial Purchaser" as
        used in this Purchase Agreement shall include any person substituted
        under this Section 9 with like effect as if such person had originally
        been a party to this Purchase Agreement.

                (b)     If, after giving effect to any arrangements for the
        purchase of the Securities of a defaulting Initial Purchaser or Initial
        Purchasers by the Initial Purchasers and the Company as provided in
        subsection (a) above, the aggregate principal amount of such Securities
        which remains unpurchased does not exceed one-eleventh of the aggregate
        principal amount of the Securities, then the Company shall have the
        right to require each non-defaulting Initial Purchaser to purchase the
        principal amount of Securities which such Initial Purchaser agreed to
        purchase under this Purchase Agreement and, in addition, to require each
        non-defaulting Initial Purchaser to purchase its pro rata share (based
        on the principal amount of Securities which such Initial Purchaser
        agreed to purchase as set forth on Schedule I to this Purchase
        Agreement) of the Securities of such defaulting Initial Purchaser or
        Initial Purchasers for which such arrangements have not been made;
        provided, however, that nothing herein shall relieve a defaulting
        Initial Purchaser from liability for its default.

                (c)     If, after giving effect to any arrangements for the
        purchase of the Securities of a defaulting Initial Purchaser or Initial
        Purchasers made by the Initial Purchasers or the Company as provided in
        subsection (a) above, the aggregate principal amount of Securities which
        remains unpurchased exceeds one-eleventh of the aggregate principal
        amount of the Securities, as referred to in subsection (b) above, or if
        the Company shall not exercise the right described in subsection (b)
        above to require non-defaulting Initial Purchasers to purchase
        Securities of a defaulting Initial Purchaser or Initial Purchasers, then
        this Purchase Agreement shall thereupon terminate, without liability on
        the part of any non-defaulting Initial Purchaser or the Company, except
        for the expenses to be borne by the Company and the Initial Purchasers
        as provided in Section 5(m) hereof and the indemnity and contribution
        agreements in Section 8 hereof; provided, however, that nothing herein
        shall relieve a defaulting Initial Purchaser from liability for its
        default.

<PAGE>

        10.     Termination. This Agreement shall be subject to termination in
the absolute discretion of the Initial Purchasers, by notice given to the
Company prior to delivery of and payment for the Securities, if at any time
prior to such time (i) trading in the Company's Common Stock shall have been
suspended by the Commission or the New York Stock Exchange or the Nasdaq Stock
Market or trading in securities generally on the New York Stock Exchange or the
Nasdaq National Market shall have been suspended or limited or minimum prices
shall have been established on such Exchange or the Nasdaq National Market; (ii)
a banking moratorium shall have been declared either by Federal or New York
State authorities; or (iii) there shall have occurred any outbreak or escalation
of hostilities, declaration by the United States of a national emergency or war
or other calamity or crisis the effect of which on financial markets is such as
to make it, in the sole judgment of the Initial Purchasers, impracticable or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Final Offering Memorandum (exclusive of any amendment or
supplement thereto).

        11.     Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Initial Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Initial Purchasers or the Company
or any of the officers, directors or controlling persons referred to in Section
8 hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

        12.     Notices. All communications hereunder will be in writing and
effective only if sent in accordance with this Section 12. Notices sent to the
Initial Purchasers shall be mailed, delivered or telefaxed to the Salomon Smith
Barney General Counsel (fax no.: (212) 816-7912) and confirmed to the General
Counsel, Salomon Smith Barney at 388 Greenwich Street, New York, New York 10013,
Attention: General Counsel and to Banc One Capital Markets, Inc. (fax no.: (312)
732-4773) and confirmed to Banc One Capital Markets, Inc. at 1 Bank One Plaza,
Suite IL 1-0595, Chicago, IL 60670 Attention: Investment Grade Securities.
Notices sent to the Company shall be mailed, delivered or telefaxed and
confirmed to it at 1700 South Patterson Blvd., Dayton, Ohio 45479 (fax no. (937)
445-7214), Attention: General Counsel/Notices.

        13.     Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and,
except as expressly set forth in Section 5(h) hereof, no other person will have
any right or obligation hereunder.

        14.     Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

        15.     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

<PAGE>

        16.     Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

                            [Signatures on next page]

<PAGE>

        If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement and your acceptance shall represent a binding agreement between
the Company and the several Initial Purchasers.

                                      Very truly yours,

                                      NCR CORPORATION


                                      By:   /s/ Earl C. Shanks
                                         Name:   Earl C. Shanks
                                         Title:  Senior Vice President and Chief
                                                 Financial Officer

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

SALOMON SMITH BARNEY INC.
BANC ONE CAPITAL MARKETS, INC.
BNY CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
MCDONALD INVESTMENTS INC.

By:  SALOMON SMITH BARNEY INC.

By    /s/ Mark Francis
     Name:   Mark Francis
     Title:  Managing Director

For itself and the other several Initial
Purchasers

<PAGE>

                                   SCHEDULE I

                                                             Principal Amount of
                                                                  Securities
                       Initial Purchasers                     to Be Purchased
                       ------------------                    -------------------

Salomon Smith Barney Inc..................................   $       150,000,000
Banc One Capital Markets, Inc.............................            90,000,000
Fleet Securities, Inc.....................................            21,000,000
J.P. Morgan Securities Inc................................            21,000,000
BNY Capital Markets, Inc..................................             9,000,000
McDonald Investments Inc., a KeyCorp company..............             9,000,000

         Total............................................   $       300,000,000
                                                             ===================

</TEXT>
</DOCUMENT>
