MASTER AGREEMENT AMONG UNDERWRITERS

Registered SEC Offerings

(including Multiple Syndicate Offerings),

Standby Underwritings and Exempt Offerings

(other than Offerings of Municipal Securities)

July 1, 1999

Ladies and Gentlemen:

From time to time Salomon Smith Barney Inc. (Salomon Smith Barney) may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale (an Offering) to which this Master Agreement Among Underwriters (the Salomon Smith Barney Master AAU) shall apply, we will send the information set forth below in Section 1.1 to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each a Wire and collectively, an AAU). Each Wire will indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the Invitation Wire. You and we hereby agree that by the terms hereof the provisions of this Salomon Smith Barney Master AAU automatically shall be incorporated by reference in each AAU, except that any such AAU may also exclude or revise any provision of this Salomon Smith Barney Master AAU or may contain such additional provisions as may be specified in such AAU.

I. GENERAL

1.1. Terms of AAU; Certain Definitions; Construction. Each AAU shall relate to an Offering and shall identify (i) the securities to be offered in the Offering (the Securities), their principal terms, the issuer or issuers (each an Issuer) and any guarantor (each a Guarantor) thereof and, if different from the Issuer, the seller or sellers (each a Seller) of the Securities, (ii) the underwriting agreement, purchase agreement, standby underwriting agreement, distribution agreement or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the Underwriting Agreement) providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers or others acting in a similar capacity on whose behalf the Manager (as defined below) executes the Underwriting Agreement (including the Manager and the Co-Managers (as defined below), the Underwriters), (iii) if applicable, that the Underwriting Agreement includes an option (an Over-allotment Option) to purchase Additional Securities (as defined

below) to cover over-allotments, if any, (iv) if applicable, that the Offering is part of an offering that includes concurrent offerings by two or more syndicates (an International Offering), each of which will offer and sell Securities subject to such restrictions as shall be specified in any Intersyndicate Agreement (as defined below) referred to in such AAU, (v) the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the Purchase Price), (vi) the offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the Offering Price), any selling concession to dealers (the Selling Concession), reallowance (the Reallowance), management fee, global coordinators fee, praecipium or other similar fees, discounts or commissions (collectively, the Fees and Commissions) with respect to the Securities, (vii) the proposed pricing date (Pricing Date) and settlement date (the Settlement Date), (viii) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement or otherwise, (ix) any co-managers for such Offering (the Co-Managers), (x) your proposed participation in the Offering, (xi) if applicable, the trustee, fiscal agent or similar agent (the Trustee) for the indenture, trust agreement, fiscal agency agreement or similar agreement (the Indenture) under which such Securities will be issued and (xii) any other principal terms of the Offering.

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