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NVDA NVIDIA

Filed: 19 Apr 00, 8:00pm


                                                                   EXHIBIT 1.1

                             NVIDIA CORPORATION

                           UNDERWRITING AGREEMENT

                             STANDARD PROVISIONS
                               (COMMON STOCK)


                                                                   April _, 2000


         From time to time, NVIDIA Corporation, a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of its common stock, par value $0.001 per share (the "Common Stock"),
to the several underwriters named therein. The standard provisions set forth
herein may be incorporated by reference in any such underwriting agreement (an
"Underwriting Agreement"). The Underwriting Agreement, including the provisions
incorporated therein by reference, is herein sometimes referred to as this
Agreement. Terms defined in the Underwriting Agreement are used herein as
therein defined.

         Subject to the terms and conditions herein set forth, the Company may
grant, if so provided in any such Underwriting Agreement relating thereto, an
option to the Underwriters, severally and not jointly, to purchase additional
Common Stock to cover over-allotments, if any (the "Option Securities"). If the
Underwriting Agreement so provides, the Underwriters may purchase up to the
amount of Option Securities set forth therein at the same price as is applicable
to the Offered Securities. As used herein, the term "Offered Securities" shall
include Option Securities. Such option, if granted, will expire 30 days after
the date of the Underwriting Agreement, and may be exercised only for the
purpose of covering over-allotments which may be made in connection with the
offering and distribution of the Offered Securities upon notice by the Manager
to the Company setting forth the number of Option Securities as to which the
several Underwriters are then exercising the option and the time and date of
payment and delivery for such Option Securities.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Common Stock and has filed with, or transmitted for filing to, or shall promptly
hereafter file with or transmit for filing to, the Commission a prospectus
supplement (the "Prospectus Supplement") specifically relating to the Offered
Securities pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Securities Act"). The term "Registration Statement" means the registration


statement, including the exhibits thereto, as amended to the date of this
Agreement. The term "Basic Prospectus" means the prospectus included in the
Registration Statement. The term "Prospectus" means the Basic Prospectus
together with the Prospectus Supplement. The term "preliminary prospectus" means
a preliminary prospectus supplement specifically relating to the Offered
Securities together with the Basic Prospectus. As used herein, the terms "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"supplement," "amendment" and "amend" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Basic Prospectus by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

         The term "Contract Securities" means the Offered Securities to be
purchased pursuant to the delayed delivery contracts substantially in the form
of Schedule I hereto, with such changes therein as the Company may approve (the
"Delayed Delivery Contracts"). The term "Underwriters' Securities" means the
Offered Securities other than Contract Securities.

         1. Representations and Warranties. The Company represents and warrants
to and agrees with each of the Underwriters that:

         (a) The Registration Statement has become effective; no stop order
         suspending the effectiveness of the Registration Statement is in
         effect, and no proceedings for such purpose are pending before or
         threatened by the Commission.

         (b) (i) Each document, if any, filed or to be filed pursuant to the
         Exchange Act and incorporated by reference in the Prospectus complied
         or will comply when so filed in all material respects with the Exchange
         Act and the applicable rules and regulations of the Commission
         thereunder, (ii) each part of the Registration Statement, when such
         part became effective, did not contain, and each such part, as amended
         or supplemented, if applicable, will not contain any untrue statement
         of a material fact or omit to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, (iii) the Registration Statement and the Prospectus comply,
         and, as amended or supplemented, if applicable, will comply in all
         material respects with the Securities Act and the applicable rules and
         regulations of the Commission thereunder and (iv) the Prospectus does
         not contain and, as amended or supplemented, if applicable, will not
         contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading,

                                       2


         except that the representations and warranties set forth in this
         paragraph do not apply to statements or omissions in the Registration
         Statement or the Prospectus based upon information relating to any
         Underwriter furnished to the Company in writing by such Underwriter
         through the Manager expressly for use therein.

         (c) The Company has been duly incorporated, is validly existing as a
         corporation in good standing under the laws of the State of Delaware,
         has the corporate power and authority to own its property and to
         conduct its business as described in the Prospectus and is duly
         qualified to transact business and is in good standing in each
         jurisdiction in which the conduct of its business or its ownership or
         leasing of property requires such qualification, except to the extent
         that the failure to be so qualified or be in good standing would not
         have a material adverse effect on the Company and its subsidiaries,
         taken as a whole.

         (d) Each subsidiary of the Company has been duly incorporated, is
         validly existing as a corporation in good standing under the laws of
         the jurisdiction of its incorporation, has the corporate power and
         authority to own its property and to conduct its business as described
         in the Prospectus and is duly qualified to transact business and is in
         good standing in each jurisdiction in which the conduct of its business
         or its ownership or leasing of property requires such qualification,
         except to the extent that the failure to be so qualified or be in good
         standing would not have a material adverse effect on the Company and
         its subsidiaries, taken as a whole; all of the issued shares of capital
         stock of each subsidiary of the Company have been duly and validly
         authorized and issued, are fully paid and non-assessable and are owned
         directly by the Company, free and clear of all liens, encumbrances,
         equities or claims.

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

         (f) The authorized capital stock of the Company conforms as to legal
         matters to the description thereof contained in the Prospectus under
         the caption "Description of Capital Stock."

         (g) The shares of Common Stock outstanding on the date of the
         Underwriting Agreement have been duly authorized and are validly
         issued, fully paid and non-assessable; except as set forth in the
         Prospectus, the Company does not have outstanding any options to
         purchase, or any preemptive rights or other rights to subscribe for or
         to purchase, any securities or obligations convertible into, or any
         contracts or commitments to issue or sell, shares of its capital stock
         or any such options, rights,

                                       3


         convertible securities or obligations; and all outstanding shares of
         capital stock and options and other rights to acquire capital stock of
         the Company have been issued in compliance with the registration and
         qualification provisions of all applicable securities laws and were not
         issued in violation of any preemptive rights, rights of first refusal
         or other similar rights.

         (h) The Offered Securities have been duly authorized and, when issued
         and delivered to and paid for by the Underwriters in accordance with
         the terms of the Underwriting Agreement, in the case of the
         Underwriters' Securities, or by institutional investors in accordance
         with the terms of the Delayed Delivery Contracts, in the case of the
         Contract Securities will be validly issued, fully paid and
         non-assessable, and the issuance of such Offered Securities will not be
         subject to any preemptive rights, rights of first refusal or similar
         rights.

         (i) The execution and delivery by the Company of, and the performance
         by the Company of its obligations under, this Agreement and the Delayed
         Delivery Contracts will not contravene any provision of applicable law
         or the certificate of incorporation or by-laws of the Company or any
         agreement or other instrument binding upon the Company or any of its
         subsidiaries that is material to the Company and its subsidiaries,
         taken as a whole, or any judgment, order or decree of any governmental
         body, agency or court having jurisdiction over the Company or any
         subsidiary, and no consent, approval, authorization or order of, or
         qualification with, any governmental body or agency is required for the
         performance by the Company of its obligations under this Agreement or
         the Delayed Delivery Contracts, except such as may be required by the
         securities or Blue Sky laws of the various states in connection with
         the offer and sale of the Offered Securities.

         (j) There has not occurred any material adverse change, or any
         development involving a prospective material adverse change, in the
         condition, financial or otherwise, or in the earnings, business or
         operations of the Company and its subsidiaries, taken as a whole, from
         that set forth in the Prospectus (exclusive of any amendments or
         supplements thereto subsequent to the date of this Agreement).

         (k) There are no legal, regulatory or governmental proceedings pending
         or, to the knowledge of the Company, threatened to which the Company or
         any of its subsidiaries is a party or to which any of the properties of
         the Company or any of its subsidiaries is subject that are required to
         be described in the Registration Statement or the Prospectus and are
         not so described or any statutes, regulations, contracts or other
         documents that are required to be described in the Registration
         Statement

                                       4


         or the Prospectus or to be filed or incorporated by reference as
         exhibits to the Registration Statement that are not described, filed or
         incorporated as required.

         (l) The Company and its subsidiaries have all necessary consents,
         authorizations, approvals, orders, certificates and permits of and
         from, and has made all declarations and filings with, all foreign,
         federal, state, local and other governmental authorities, all
         self-regulatory organizations and all courts and other tribunals, to
         own, lease, license and use its properties and assets and to conduct
         its business in the manner described in the Prospectus, except to the
         extent that the failure to obtain or file would not, singly or in the
         aggregate, have a material adverse effect on the Company and its
         subsidiaries, taken as a whole.

         (m) Each preliminary prospectus filed as part of the registration
         statement as originally filed or as part of any amendment thereto, or
         filed pursuant to Rule 424 under the Securities Act, complied when so
         filed in all material respects with the Securities Act and the
         applicable rules and regulations of the Commission thereunder.

         (n) The Company is not, and after giving effect to the offering and
         sale of the Offered Securities and the application of the proceeds
         thereof as described in the Prospectus will not be, required to
         register as an "investment company" as such term is defined in the
         Investment Company Act of 1940, as amended.

         (o) The Company and its subsidiaries (i) are in compliance with any and
         all 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
         (collectively, "Environmental Laws"), (ii) have received all permits,
         licenses or other approvals required of them under applicable
         Environmental Laws to conduct their respective businesses and (iii) are
         in compliance with all terms and conditions of any such permit, license
         or approval, except where such noncompliance with Environmental Laws,
         failure to receive required permits, licenses or other approvals or
         failure to comply with the terms and conditions of such permits,
         licenses or approvals would not, singly or in the aggregate, have a
         material adverse effect on the Company and its subsidiaries, taken as a
         whole.

         (p) There are no costs or liabilities associated with Environmental
         Laws (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,

                                       5


         any related constraints on operating activities and any potential
         liabilities to third parties) which would, singly or in the aggregate,
         have a material adverse effect on the Company and its subsidiaries,
         taken as a whole.

         (q) The Company and its subsidiaries have complied with all provisions
         of Section 517.075, Florida Statute relating to issuers doing business
         with Cuba.

         (r) Subsequent to the date as of which information is given in the
         Registration Statement and the Prospectus, (i) neither the Company nor
         its subsidiaries have incurred any material liability or obligation,
         direct or contingent, nor entered into any material transaction in each
         case not in the ordinary course of business; (ii) neither the Company
         nor its subsidiaries have purchased any of the Company's outstanding
         capital stock other than unvested shares from former employees,
         directors or consultants in accordance with the applicable governing
         terms of agreements existing as of the date hereof, nor declared, paid
         or otherwise made any dividend or distribution of any kind on its
         capital stock; and (iii) there has not been any material change in the
         capital stock, short-term debt or long-term debt of the Company, except
         as described in the Prospectus.

         (s) The Company and its subsidiaries have good and marketable title in
         fee simple to all real property and good and marketable title to all
         personal property owned by it that is material to the business of the
         Company and its subsidiaries, taken as a whole, in each case free and
         clear of any security interest, lien, encumbrance, claim, defect or
         adverse interest of any nature except such as are described in the
         Prospectus or such as do not materially affect the value of such
         property and do not interfere with the use made and proposed to be made
         of such property by the Company and its subsidiaries; and any real
         property and buildings held under lease by the Company or its
         subsidiaries is held by it under valid, subsisting and enforceable
         leases with such exceptions as are not material and do not interfere
         with the use made and proposed to be made of such property and
         buildings by the Company and its subsidiaries, except as described in
         the Prospectus.

         (t) The Company owns or possesses adequate licenses or other rights to
         use all patents, patent rights, inventions, trade secrets, copyrights,
         trademarks, service marks, trade names, technology and know-how
         necessary to conduct its business in the manner currently employed and
         as described in the Prospectus; the Company is not obligated to pay a
         royalty, grant a license, or provide other consideration to any third
         party in connection with its patents, copyrights, trademarks, service
         marks, trade names, or technology other than such royalties, licenses
         or consideration

                                       6


         that are not required to be disclosed in the Prospectus pursuant to the
         Securities Act and the rules and regulations thereunder and, except as
         disclosed in the Prospectus, the Company has not received any notice of
         infringement or conflict with (and the Company does not know of any
         infringement or conflict with) asserted rights of others with respect
         to any patents, patent rights, inventions, trade secrets, copyrights,
         trademarks, service marks, trade names or know-how which could result
         in any material adverse effect upon the Company and its subsidiaries,
         taken as a whole; and, except as disclosed in the Prospectus, the
         discoveries, inventions, products or processes of the Company referred
         to in the Prospectus do not, to the best knowledge of the Company,
         infringe or conflict with any right or patent of any third party, or
         any discovery, invention, product or process which is the subject of a
         patent application filed by any third party, known to the Company which
         could have a material adverse effect on the Company and its
         subsidiaries, taken as a whole. Except as disclosed in the Prospectus,
         no third party, including any academic or governmental organization,
         possesses rights to the Company's patents, copyrights, trademarks,
         service marks, trade names, or technology which, if exercised, could
         enable such third party to develop products that could have a material
         adverse effect on the ability of the Company and its subsidiaries to
         conduct its business in the manner described in the Prospectus.

         (u) No material labor dispute with the employees of the Company or its
         subsidiaries exists, except as described in the Prospectus or, to the
         knowledge of the Company, is imminent; and the Company is not aware of
         any existing, threatened or imminent labor disturbance by the employees
         of any of its principal suppliers, manufacturers or contractors that
         could have a material adverse effect on the Company and its
         subsidiaries, taken as a whole.

         (v) The Company is insured by insurers of recognized financial
         responsibility against such losses and risks and in such amounts as are
         prudent and customary in the business in which the Company is engaged;
         the Company has not been refused any insurance coverage sought or
         applied for; and the Company does not have any reason to believe that
         it will not be able to renew its existing insurance coverage as and
         when such coverage expires or to obtain similar coverage from similar
         insurers as may be necessary to continue its business at a cost that
         would not have a material adverse effect on the Company and its
         subsidiaries, taken as a whole, except as described in the Prospectus.

         (w) The Company has filed a supplemental listing application with the
         Nasdaq Stock Market, Inc. to list the Offered Securities, and the

                                       7


         Nasdaq Stock Market, Inc. has approved the Offered Securities for
         listing on the Nasdaq National Market, subject to official notice of
         issuance.

         (x) Except as disclosed in the Prospectus, all outstanding shares of
         Common Stock, and all securities convertible into or exercisable or
         exchangeable for Common Stock in each case held by the directors and
         executive officers of the Company are subject to valid and binding
         agreements (collectively, the "Lock-up Agreements") that, subject to
         certain exceptions, restrict the holders thereof from selling, making
         any short sale of, granting any option for the purchase of, or
         otherwise transferring or disposing of, any of such shares of Common
         Stock, or any such securities convertible into or exercisable or
         exchangeable for Common Stock, for a period of 90 days after the date
         of the Prospectus without the prior written consent of the Company or
         the Manager.

         2. Delayed Delivery Contracts. If the Prospectus provides for sales of
Offered Securities pursuant to Delayed Delivery Contracts, the Company hereby
authorizes the Underwriters to solicit offers to purchase Contract Securities on
the terms and subject to the conditions set forth in the Prospectus pursuant to
Delayed Delivery Contracts. Delayed Delivery Contracts may be entered into only
with institutional investors approved by the Company of the types set forth in
the Prospectus. On the Closing Date, the Company will pay to the Manager as
compensation for the accounts of the Underwriters the commission set forth in
the Underwriting Agreement in respect of the Contract Securities. The
Underwriters will not have any responsibility in respect of the validity or the
performance of any Delayed Delivery Contracts.

         If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; such reduction shall be applied to the commitment of
each Underwriter pro rata in proportion to the amount of Offered Securities set
forth opposite such Underwriter's name in the Underwriting Agreement, except to
the extent that the Manager determines that such reduction shall be applied in
other proportions and so advises the Company; provided, however, that the total
amount of Offered Securities to be purchased by all Underwriters shall be the
aggregate amount set forth above, less the aggregate amount of Contract
Securities.

         3. Terms of Public Offering. The Company is advised by the Manager that
the Underwriters propose to make a public offering of their respective portions
of the Underwriters' Securities as soon after this Agreement has been entered
into as in the Manager's judgment is advisable. The terms of the public offering
of the Underwriters' Securities are set forth in the Prospectus.

                                       8


         4. Payment and Delivery. Except as otherwise provided in this Section
4, payment for the Underwriters' Securities shall be made to the Company in
Federal or other funds immediately available at the time and place set forth in
the Underwriting Agreement, upon delivery to the Manager for the respective
accounts of the several Underwriters of the Underwriters' Securities registered
in such names and in such denominations as the Manager shall request in writing
not less than two full business days prior to the date of delivery, with any
transfer taxes payable in connection with the transfer of the Underwriters'
Securities to the Underwriters duly paid.

         5. Conditions to the Underwriters' Obligations. The several obligations
of the Underwriters are subject to the following conditions:

         (a) Subsequent to the execution and delivery of the Underwriting
         Agreement and prior to the Closing Date:

                       (i) there shall not have occurred any downgrading, nor
                  shall any notice have been given of any intended or potential
                  downgrading or of any review for a possible change that does
                  not indicate the direction of the possible change, in the
                  rating accorded any of the Company's securities by any
                  "nationally recognized statistical rating organization," as
                  such term is defined for purposes of Rule 436(g)(2) under the
                  Securities Act; and

                      (ii) there shall not have occurred any change, or any
                  development involving a prospective change, in the condition,
                  financial or otherwise, or in the earnings, business or
                  operations of the Company and its subsidiaries, taken as a
                  whole, from that set forth in the Prospectus (exclusive of any
                  amendments or supplements thereto subsequent to the date of
                  this Agreement) that, in the judgment of the Manager, is
                  material and adverse and that makes it, in the judgment of the
                  Manager, impracticable to market the Offered Securities on the
                  terms and in the manner contemplated in the Prospectus.

         (b) The Underwriters shall have received on the Closing Date a
         certificate, dated the Closing Date and signed by the chief executive
         officer and the chief financial officer of the Company, to the effect
         set forth in Section 5(a)(i) and to the effect that the representations
         and warranties of the Company contained in this Agreement are true and
         correct as of the Closing Date and that the Company has complied with
         all of the agreements and satisfied all of the conditions on its part
         to be performed or satisfied hereunder on or before the Closing Date.

                                       9


                  The officers signing and delivering such certificate may rely
         upon the best of their knowledge as to proceedings threatened.

         (c) The Underwriters shall have received on the Closing Date an opinion
         of Cooley Godward LLP, outside counsel for the Company, dated the
         Closing Date, to the effect that:

                       (i) the Company has been duly incorporated, is validly
                  existing as a corporation in good standing under the laws of
                  the state of Delaware, has the corporate power and authority
                  to own its property and to conduct its business as described
                  in the Prospectus and is duly qualified as a foreign
                  corporation to transact business and is in good standing in
                  each jurisdiction in which the conduct of its business or its
                  ownership or leasing of property requires such qualification,
                  except to the extent that the failure to be so qualified or be
                  in good standing would have a material adverse effect on the
                  Company and its subsidiaries, taken as a whole;

                      (ii) each subsidiary of the Company has been duly
                  incorporated, is validly existing as a corporation in good
                  standing under the laws of the jurisdiction of its
                  incorporation, has the corporate power and authority to own
                  its property and to conduct its business and is duly qualified
                  to transact business and is in good standing in each
                  jurisdiction in which the conduct of its business or its
                  ownership or leasing of property requires such qualification,
                  except to the extent that the failure to be so qualified or be
                  in good standing would not have a material adverse effect on
                  the Company and its subsidiaries, taken as a whole; all of the
                  issued shares of capital stock of each subsidiary of the
                  Company have been duly and validly authorized and issued, are
                  fully paid and non- assessable, and are owned directly by the
                  Company, free and clear of all liens, encumbrances, equities
                  or claims.

                     (iii) the authorized capital stock of the Company conforms
                  as to legal matters to the description thereof contained in
                  the Prospectus under the caption "Description of Capital
                  Stock";

                      (iv) the outstanding shares of Common Stock have been duly
                  authorized and are validly issued, fully paid and non-
                  assessable; except as set forth in the Prospectus, the Company
                  has no outstanding options to purchase or any preemptive
                  rights or other rights to subscribe for or to purchase, any
                  securities or obligations convertible into, or any contracts
                  or commitments to issue or sell, shares of its capital stock
                  or any such options, rights,

                                       10


                  convertible securities or obligations; and all outstanding
                  shares of capital stock and options and other rights to
                  acquire capital stock have been issued in compliance with the
                  registration and qualification provisions of all applicable
                  securities laws and were not issued in violation of any
                  preemptive rights, rights of first refusal or other similar
                  rights;

                       (v) this Agreement has been duly authorized, executed
                  and delivered by the Company;

                      (vi) the Delayed Delivery Contracts have been duly
                  authorized, executed and delivered by the Company and are
                  valid and binding agreements of the Company, enforceable in
                  accordance with their respective terms except as (A) the
                  enforceability thereof may be limited by bankruptcy,
                  insolvency or similar laws affecting creditors' rights
                  generally and (B) the availability of equitable remedies may
                  be limited by equitable principles of general applicability;

                     (vii) the Offered Securities have been duly authorized and,
                  when issued and delivered to and paid for by the Underwriters
                  in accordance with the terms of the Underwriting Agreement, in
                  the case of Underwriters' Securities, or by institutional
                  investors in accordance with the terms of the Delayed Delivery
                  Contracts, in the case of the Contract Securities will be
                  validly issued, fully paid and non-assessable, and the
                  issuance of such Offered Securities will not be subject to any
                  preemptive rights, rights of first refusal or similar rights.

                    (viii) the execution and delivery by the Company of, and the
                  performance by the Company of its obligations under, this
                  Agreement and the Delayed Delivery Contracts will not
                  contravene any provision of applicable law or the certificate
                  of incorporation or by-laws of the Company or, to the best of
                  such counsel's knowledge, any agreement or other instrument
                  binding upon the Company or any of its subsidiaries that is
                  material to the Company and its subsidiaries, taken as a
                  whole, or, to the best of such counsel's knowledge, any
                  judgment, order or decree of any governmental body, agency or
                  court having jurisdiction over the Company or any subsidiary,
                  and no consent, approval, authorization or order of, or
                  qualification with, any governmental body or agency is
                  required for the performance by the Company of its obligations
                  under this Agreement or the Delayed Delivery Contracts or,
                  except such as may be required by the securities or

                                       11


                  Blue Sky laws of the various states in connection with the
                  offer and sale of the Offered Securities;

                      (ix) the statements (A) in the Prospectus under the
                  captions "Risk Factors - Legal Proceedings", "Description of
                  Debt Securities," "Plan of Distribution", (B) in the
                  Registration Statement under Item 15, (C) in "Item 3 - Legal
                  Proceedings" and "Item 11 - Management - Employee Benefit
                  Plans" of the Company's most recent annual report on Form 10-K
                  incorporated by reference in the Prospectus and (D) in "Item 1
                  - Legal Proceedings" of Part II of the Company's quarterly
                  reports on Form 10-Q, if any, filed since such annual report,
                  in each case insofar as such statements constitute summaries
                  of the legal matters, documents or proceedings referred to
                  therein, fairly present the information called for with
                  respect to such legal matters, documents and proceedings and
                  fairly summarize the matters referred to therein;

                       (x) after due inquiry, such counsel does not know of any
                  legal, regulatory or governmental proceedings pending or
                  overtly threatened to which the Company or any of its
                  subsidiaries is a party or to which any of the properties of
                  the Company or any of its subsidiaries is subject that are
                  required to be described in the Registration Statement or the
                  Prospectus and are not so described or of any statutes,
                  regulations, contracts or other documents that are required to
                  be described in the Registration Statement or the Prospectus
                  or to be filed or incorporated by reference as exhibits to the
                  Registration Statement that are not described, filed or
                  incorporated as required;

                      (xi) the Company is not 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;

                     (xii) the statements in the Prospectus under the caption
                  "Certain Federal Income Tax Considerations," insofar as such
                  statements constitute a summary of the United States federal
                  tax laws referred to therein, are accurate and fairly
                  summarize in all material respects the United States federal
                  tax laws referred to therein;

                    (xiii) such counsel (A) is of the opinion that each
                  document, if any, filed pursuant to the Exchange Act and
                  incorporated by reference in the Prospectus (except for
                  financial

                                       12


                  statements and schedules included therein as to which such
                  counsel need not express any opinion) complied when so filed
                  as to form in all material respects with the Exchange Act and
                  the applicable rules and regulations of the Commission
                  thereunder, (B) has no reason to believe that (except for
                  financial statements and schedules as to which such counsel
                  need not express any belief) each part of the Registration
                  Statement, when such part became effective, contained and, as
                  of the date such opinion is delivered, contains any untrue
                  statement of a material fact or omitted or omits to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, (C) is of the
                  opinion that the Registration Statement and Prospectus (except
                  for financial statements and schedules included therein as to
                  which such counsel need not express any opinion) comply as to
                  form in all material respects with the Securities Act and the
                  applicable rules and regulations of the Commission thereunder
                  and (D) has no reason to believe that (except for financial
                  statements and schedules as to which such counsel need not
                  express any belief) the Prospectus as of the date such opinion
                  is delivered contains any untrue statement of a material fact
                  or omits to state a material fact necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made, not misleading.

         (d) The Underwriters shall have received on the Closing Date an opinion
         of Davis Polk & Wardwell, special counsel for the Underwriters, dated
         the Closing Date, covering the matters referred to in Sections 5(c)(v),
         5(c)(vi), 5(c)(vii) and 5(c)(ix) (but only as to the statements in the
         Prospectus under "Description of Debt Securities" and "Plan of
         Distribution") and clauses 5(c)(xiii)(B), 5(c)(xiii)(C) and
         5(c)(xiii)(D) above.

                  With respect to Section 5(c)(xiii) above, Cooley Godward LLP
         may state that their opinion and belief are based upon their
         participation in the preparation of the Registration Statement and
         Prospectus and any amendments or supplements thereto and documents
         incorporated therein by reference and review and discussion of the
         contents thereof, but are without independent check or verification,
         except as specified. With respect to clauses 5(c)(xiii)(B),
         5(c)(xiii)(C) and 5(c)(xiii)(D) above, Davis Polk & Wardwell may state
         that their opinion and belief are based upon their participation in the
         preparation of the Registration Statement and Prospectus and any
         amendments or supplements thereto (but not including documents
         incorporated therein by reference) and review and discussion of the
         contents thereof (including documents incorporated therein by

                                       13


         reference), but are without independent check or verification, except
         as specified.

                  The opinion of Cooley Godward LLP described in Section 5(c)
         above shall be rendered to the Underwriters at the request of the
         Company and shall so state therein.

         (e) The Underwriters shall have received on the Closing Date a letter,
         dated the Closing Date, in form and substance satisfactory to the
         Underwriters, from the Company's independent public accountants,
         containing statements and information of the type ordinarily included
         in accountants' "comfort letters" to underwriters with respect to the
         financial statements and certain financial information contained in or
         incorporated by reference into the Registration Statement and the
         Prospectus; provided, however, that the letter delivered on the Closing
         Date shall use a "cut-off date" not earlier than the date of the
         Underwriting Agreement.

         (f) The Lock-up Agreements, each in a form acceptable to the Managers,
         between the Managers and certain shareholders, officers and directors
         of the Company relating to sales and certain other depositions of
         shares of Common Stock or certain other securities, delivered to the
         Managers on or before the date hereof, shall be in full force and
         effect on the Closing Date.

         All of the agreements, opinions, certificates and letters mentioned
above or elsewhere in this Agreement shall be deemed in compliance with the
provisions hereof only if Davis Polk & Wardwell, counsel for the Underwriters,
shall be reasonably satisfied that they comply in form and scope.

         The several obligations of the Underwriters to purchase Option
Securities hereunder are subject to the delivery to the Manager on the Option
Closing Date of such documents as the Manager may reasonably request with
respect to the good standing of the Company, the due authorization and issuance
of the Option Securities and other matters related to the issuance of the Option
Securities and an opinion or opinions of Cooley Godward LLP in form and
substance reasonably satisfactory to Davis Polk & Wardwell, counsel for the
Underwriters.

           6.   Covenants of the Company. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants with
each Underwriter as follows:

          (a) To furnish the Manager, without charge, four signed copies of the
         Registration Statement (including exhibits thereto) and for delivery to
         each other Underwriter a conformed copy of the Registration Statement

                                       14


         (without exhibits thereto) and, during the period mentioned in Section
         6(c) below, as many copies of the Prospectus, any documents
         incorporated by reference therein and any supplements and amendments
         thereto or to the Registration Statement as the Manager may reasonably
         request.

         (b) Before amending or supplementing the Registration Statement or the
         Prospectus with respect to the Offered Securities, to furnish to the
         Manager a copy of each such proposed amendment or supplement and not to
         file any such proposed amendment or supplement to which the Manager
         reasonably objects, and to file with the Commission within the
         applicable period specified in Rule 424(b) under the Securities Act any
         prospectus required to be filed pursuant to such Rule.

         (c) If, during such period after the first date of the public offering
         of the Offered Securities as in the opinion of counsel for the
         Underwriters the Prospectus is required by law to be delivered in
         connection with sales by an Underwriter or dealer, any event shall
         occur or condition exist as a result of which it is necessary to amend
         or supplement the Prospectus in order to make the statements therein,
         in the light of the circumstances when the Prospectus is delivered to a
         purchaser, not misleading, or if, in the opinion of counsel for the
         Underwriters, it is necessary to amend or supplement the Prospectus to
         comply with applicable law, forthwith to prepare, file with the
         Commission and furnish, at its own expense, to the Underwriters and to
         the dealers (whose names and addresses the Manager will furnish to the
         Company) to which Offered Securities may have been sold by the Manager
         on behalf of the Underwriters and to any other dealers upon request,
         either amendments or supplements to the Prospectus so that the
         statements in the Prospectus as so amended or supplemented will not, in
         the light of the circumstances when the Prospectus is delivered to a
         purchaser, be misleading or so that the Prospectus, as amended or
         supplemented, will comply with law.

         (d) To endeavor to qualify the Offered Securities for offer and sale
         under the securities or Blue Sky laws of such jurisdictions as the
         Manager shall reasonably request and to maintain such qualification for
         as long as the Manager shall reasonably request.

         (e) To make generally available to the Company's security holders and
         to the Manager as soon as practicable an earning statement covering a
         twelve month period beginning on the first day of the first full fiscal
         quarter after the date of this Agreement, which earning statement shall
         satisfy the provisions of Section 11(a) of the Securities Act and the
         rules and regulations of the Commission thereunder. If such fiscal
         quarter is the last fiscal quarter of the Company's fiscal year, such
         earning

                                       15


         statement shall be made available not later than 90 days after the
         close of the period covered thereby and in all other cases shall be
         made available not later than 45 days after the close of the period
         covered thereby.

         (f) Whether or not the transactions contemplated in this Agreement are
         consummated or this Agreement is terminated, except as otherwise agreed
         with the Manager, the Company agrees to pay or cause to be paid all
         expenses incident to the performance of its obligations under this
         Agreement, including: (i) the fees, disbursements and expenses of the
         Company's counsel and the Company's accountants in connection with the
         registration and delivery of the Offered Securities under the
         Securities Act and all other fees or expenses in connection with the
         preparation and filing of the Registration Statement, any preliminary
         prospectus, the Prospectus and amendments and supplements to any of the
         foregoing, including all printing costs associated therewith, and the
         mailing and delivering of copies thereof to the Underwriters and
         dealers, in the quantities specified herein, (ii) all costs and
         expenses related to the transfer and delivery of the Offered Securities
         to the Underwriters, including any transfer or other taxes payable
         thereon, (iii) the cost of printing or producing any Blue Sky or Legal
         Investment memorandum in connection with the offer and sale of the
         Offered Securities under securities law of various states and other
         jurisdictions and all expenses in connection with the qualification of
         the Offered Securities for offer and sale under state securities laws
         as provided in paragraph (d) of Section 6 hereof, including filing fees
         and the reasonable fees and disbursements of counsel for the
         Underwriters in connection with such qualification and in connection
         with the Blue Sky or Legal Investment memorandum (iv) all filing fees
         and the reasonable fees (in an amount not to exceed $15,000) and
         disbursements of counsel to the Underwriters incurred in connection
         with the review and qualification of the offering of the Offered
         Securities by the NASD (if any), (v) all costs and expenses incident to
         listing the Offered Securities on the Nasdaq National Market (if any),
         (vi) the cost of printing certificates representing the Offered
         Securities, (vii) the costs and charges of any transfer agent,
         registrar or depositary, (viii) the costs and expenses of the Company
         relating to investor presentations on any "road show" undertaken in
         connection with the marketing of the offering of the Offered
         Securities, including, without limitation, expenses associated with the
         production of road show slides and graphics, fees and expenses of any
         consultants engaged in connection with the road show presentations with
         the prior approval of the Company, travel and lodging expenses of the
         representatives and officers of the Company and any such consultants,
         and the cost of any aircraft chartered in connection with the road
         show, (ix) all expenses in connection with any offer and sale of the
         Offered Securities outside of the United States, including filing fees
         and the reasonable fees

                                       16


         and disbursements of counsel for the Underwriters in connection with
         offers and sales outside of the United States, and (x) all other costs
         and expenses incident to the performance of the obligations of the
         Company hereunder for which provision is not otherwise made in this
         Section 6(f). It is understood, however, that except as otherwise
         provided in this Section 6(f), Section 7 entitled "Indemnification and
         Contribution", and the last paragraph of Section 9 below, the
         Underwriters will pay all of their costs and expenses, including fees
         and disbursements of their counsel, stock transfer taxes payable on
         resale of any of the Offered Securities by them, and any advertising
         expenses connected with any offers they may make.

         (g) Not to take any action prohibited by Regulation M under the
         Exchange Act in connection with the distribution of the Offered
         Securities contemplated hereby.

         (h) To (i) enforce the terms of each Lock-up Agreement, (ii) issue
         stop-transfer instructions to the transfer agent for the Common Stock
         with respect to any transaction or contemplated transaction that would
         constitute a breach of or default under the applicable Lock-up
         Agreement and (iii) upon written request of the Manager, to release
         from the Lock-up Agreements those shares of Common Stock held by those
         holders set forth in such request. In addition, except with the prior
         written consent of the Manager, the Company agrees (i) not to amend or
         terminate, or waive any right under, any Lock-up Agreement, or take any
         other action that would directly or indirectly have the same effect as
         an amendment or termination, or waiver of any right under, any Lock-up
         Agreement, that would permit any holder of shares of Common Stock, or
         securities convertible into or exercisable or exchangeable for Common
         Stock, to sell, make any short sale of, grant any option for the
         purchase of, or otherwise transfer or dispose of, any of such shares of
         Common Stock or other securities prior to the expiration of 90 days
         after the date of the Prospectus, and (ii) not to consent to any sale,
         short sale, grant of an option for the purchase of, or other
         disposition or transfer of shares of Common Stock, or securities
         convertible into or exercisable or exchangeable for Common Stock,
         subject to a Lock-up Agreement.

         7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred by any Underwriter or any such
controlling person in connection with defending or investigating any such action
or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in

                                       17


the Registration Statement or any amendment thereof, any preliminary prospectus
or the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Manager expressly for use therein; provided,
however, that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Offered Securities, or any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Offered Securities to
such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or liabilities,
unless such failure is the result of noncompliance by the Company with Section
6(a) hereof.

         (b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact necessary
to make the statements therein in the light of the circumstances under which
they were made not misleading, but only with reference to information relating
to such Underwriter furnished to the Company in writing by such Underwriter
through the Manager expressly for use in the Registration Statement, any
preliminary prospectus, the Prospectus or any amendments or supplements thereto.

         (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either Section 7(a) or 7(b), such person (the "indemnified
party") shall promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying party, upon

                                       18


request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (i) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Underwriters and all persons, if any, who
control any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and (ii) the fees and expenses
of more than one separate firm (in addition to any local counsel) for the
Company, it directors, its officers who sign the Registration Statement and each
person, if any, who controls the Company within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In the case of any such separate firm for the Underwriters and such
control persons of any Underwriters, such firm shall be designated in writing by
the Manager. In the case of any such separate firm for the Company, and such
directors, officers and control persons of the Company, such firm shall be
designated in writing by the Company. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

                                       19


         (d) To the extent the indemnification provided for in Section 7(a) or
7(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand from the offering of the Offered
Securities or (ii) if the allocation provided by clause 7(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause 7(d)(i) above but also the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other hand
in connection with the offering of the Offered Securities shall be deemed to be
in the same respective proportions as the net proceeds from the offering of such
Offered Securities (before deducting expenses) received by the Company and the
total underwriting discounts and commissions received by the Underwriters, in
each case as set forth in the table on the cover of the Prospectus Supplement,
bear to the aggregate public offering price of the Offered Securities. The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Underwriters' respective obligations to contribute pursuant to this Section
7 are several in proportion to the respective principal amounts of Offered
Securities they have purchased hereunder, and not joint.

         (e) The Company and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in Section 7(d). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the

                                       20


total price at which the Offered Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. 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. The remedies provided for in this
Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

         (f) The indemnity and contribution provisions contained in this Section
7 and the representations, warranties and other statements of the Company
contained in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of any Underwriter or any person controlling any Underwriter or
the Company, its officers or directors or any person controlling the Company and
(iii) acceptance of and payment for any of the Offered Securities.

         8. Termination. This Agreement shall be subject to termination by
notice given by the Manager to the Company, if (a) after the execution and
delivery of the Underwriting Agreement and prior to the Closing Date (i) trading
generally shall have been suspended or materially limited on or by, as the case
may be, any of the New York Stock Exchange, the American Stock Exchange, the
National Association of Securities Dealers, Inc., the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii)
trading of any securities of the Company shall have been suspended on any
exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis that, in the judgment of the Manager, is material and adverse
and (b) in the case of any of the events specified in clauses 8(a)(i) through
8(a)(iv), such event, singly or together with any other such event, makes it, in
the judgment of the Manager, impracticable to market the Offered Securities on
the terms and in the manner contemplated in the Prospectus.

         9. Defaulting Underwriters. If, on the Closing Date or Option Closing
Date, as the case may be, any one or more of the Underwriters shall fail or
refuse to purchase Underwriters' Securities that it has or they have agreed to
purchase hereunder on such date, and the aggregate amount of Underwriters'
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate amount of the
Underwriters' Securities to be purchased on such date, the other Underwriters
shall be obligated severally in the proportions that the amount of Underwriters'
Securities set forth

                                       21


opposite their respective names in the Underwriting Agreement bears to the
aggregate amount of Underwriters' Securities set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as the Manager
may specify, to purchase the Underwriters' Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the amount of Underwriters' Securities
that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 9 by an amount in excess of one-ninth of such
amount of Underwriters' Securities without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail
or refuse to purchase Underwriters' Securities which it or they have agreed to
purchase hereunder on such date and the aggregate amount of Underwriters'
Securities with respect to which such default occurs is more than one-tenth of
the aggregate amount of Underwriters' Securities to be purchased on such date,
and arrangements satisfactory to the Manager and the Company for the purchase of
such Underwriters' Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either the Manager
or the Company shall have the right to postpone the Closing Date, but in no
event for longer than seven days, in order that the required changes, if any, in
the Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. If, on the Option Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Option Securities and the
aggregate principal amount of Option Securities with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of
Option Securities to be purchased, the non- defaulting Underwriters shall have
the option to (a) terminate their obligation hereunder to purchase Option
Securities or (b) purchase not less than the principal amount of Option
Securities that such non-defaulting Underwriters would have been obligated to
purchase in the absence of such default. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.

         If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

                                       22


         10. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         11. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

         12. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

                                       23


                                     UNDERWRITING AGREEMENT


                                                               ___________, 200_


NVIDIA Corporation
3535 Monroe Street
Santa Clara, California 95051

Dear Sirs and Mesdames:

         We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or underwriters
being herein called the "Underwriters"), and we understand that NVIDIA
Corporation, a Delaware corporation (the "Company"), proposes to issue and sell
[Number of Shares] shares of its common stock, par value $0.001 per share (the
"Offered Securities").

         Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell to the several Underwriters,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company the respective number of firm Offered Securities set forth below
opposite their names at a purchase price of $____ a share (the "Purchase
Price").




                                                       Number of Firm Shares
                Name                                     to be Purchased
- ------------------------------------------             ---------------------
Morgan Stanley & Co. Incorporated
Morgan Stanley & Co. International Limited
[Insert syndicate list]
                                                                    ------------

         Total....................................................


         [The number of Offered Securities to be purchased by the several
Underwriters shall be reduced by the aggregate number of Offered Securities sold
pursuant to delayed delivery contracts.]1

         The Underwriters will pay for the Offered Securities [(less any Offered
Securities sold pursuant to delayed delivery contracts)] upon delivery thereof
at [office] at ______ a.m. (New York City time) on ___________, 200_, or at such

- --------
/1/  To be added only if delayed delivery contracts are contemplated.


other time, not later than 5:00 p.m. (New York City time) on __________, 200_,
as shall be designated by the Manager. The time and date of such payment and
delivery are hereinafter referred to as the Closing Date.2

         [On the basis of the representations and warranties incorporated by
reference in this Agreement, and subject to its terms and conditions, the
Company agrees to sell to the several Underwriters, the Option Securities, and
the Underwriters shall have a one-time right to purchase, severally and not
jointly, up to an additional __________ shares of Common Stock as Option
Securities at the Purchase Price. If the Manager, on behalf of the several
Underwriters, elects to exercise such option, the Manager shall so notify the
Company in writing not later than 30 days after the date of this Agreement,
which notice shall specify the number of Option Securities to be purchased by
the several Underwriters and the date on which such Option Securities are to be
purchased. Such date may be the same as the Closing Date but not earlier than
the Closing Date nor later than ten business days after the date of such notice.
Option Securities may be purchased solely for the purpose of covering
over-allotments made in connection with the offering of the Offered Securities.
If any Option Securities are to be purchased, each Underwriter agrees, severally
and not jointly, to purchase the number of Option Securities (subject to such
adjustments to eliminate fractional securities as the Manager may determine)
that bears the same proportion to the total number of firm Offered Securities to
be purchased as the number of firm Offered Securities set forth above opposite
the name of such Underwriter bears to the total number of firm Offered
Securities set forth.

         The Underwriters will pay for the Option Securities upon delivery
thereof at [office] at _____ a.m. (New York City time) on the date specified in
the notice delivered pursuant to the above paragraph, or at such other time, not
later than 5:00 p.m. (New York City time) on ________, 200_, as shall be
designated by the Manager. The time and date of such payment and delivery are
hereinafter referred to as the Option Closing Date.]3

         The Company hereby agrees that, without the prior written consent of
the Manager on behalf of the Underwriters, it will not, during the period ending
90 days after the date of the Prospectus, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock
or (ii) enter into any swap

- --------
/2/ This paragraph would have to be modified for any Offered Securities that
    are to be issued in bearer form.
/3/  Include only if an over-allotment option is provided for.

                                      2


or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) the sale of the Offered Securities under this
Agreement, (B) the issuance by the Company of any shares of Common Stock upon
the exercise of an option or warrant or the conversion of a security outstanding
on the date hereof of which the Underwriters have been advised in writing, (C)
the grant or exercise of options to purchase Common Stock under the Company's
employee benefit plans.

         The Offered Securities shall have the terms set forth in the Prospectus
dated ___________, 200_, and the Prospectus Supplement dated ____________, 200_.

         [The commission to be paid to the Underwriters in respect of the
Offered Securities purchased pursuant to delayed delivery contracts arranged by
the Underwriters shall be $________ per share.

         All provisions contained in the document entitled NVIDIA Corporation
Underwriting Agreement Standard Provisions (Common Stock) dated March _, 2000, a
copy of which is attached hereto, are herein incorporated by reference in their
entirety and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein, except that (i) if any
term defined in such document is otherwise defined herein, the definition set
forth herein shall control, (ii) all references in such document to a type of
security that is not an Offered Security shall not be deemed to be a part of
this Agreement, and (iii) all references in such document to a type of agreement
that has not been entered into in connection with the transactions contemplated
hereby shall not be deemed to be a part of this Agreement.

                                      3


                              [SIGNATURE PAGE WHERE
                        MORGAN STANLEY & CO. INCORPORATED
                  OR MORGAN STANLEY & CO. INTERNATIONAL LIMITED
                              IS A CO-LEAD MANAGER]

         Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.

                            Very truly yours,

                            [MORGAN STANLEY & CO.
                                 INCORPORATED]
                            [MORGAN STANLEY & CO.
                                 INTERNATIONAL LIMITED]
                            [Name of Other Lead Managers]

                            Acting severally on behalf of themselves and the
                                 several Underwriters named herein

                            By:  [MORGAN STANLEY & CO.
                                          INCORPORATED]
                                 [MORGAN STANLEY & CO.
                                          INTERNATIONAL LIMITED]



                            By:
                               --------------------------------
                               Name:
                               Title:

Accepted:

NVIDIA CORPORATION



By:
   -------------------------
      Name:
      Title:

                                      4


                              [SIGNATURE PAGE WHERE
                        MORGAN STANLEY & CO. INCORPORATED
                  OR MORGAN STANLEY & CO. INTERNATIONAL LIMITED
                                IS SOLE MANAGER]

         Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.

                          Very truly yours,

                          [MORGAN STANLEY & CO.
                               INCORPORATED]
                          [MORGAN STANLEY & CO.
                               INTERNATIONAL LIMITED]
                          [Name of Other Lead Managers]

                          Acting severally on behalf of itself and the several
                               Underwriters named herein



                          By:
                             ---------------------------------
                             Name:
                             Title:

Accepted:

NVIDIA CORPORATION



By:
   -------------------------
      Name:
      Title:

                                      5


                                                                  SCHEDULE I


                          DELAYED DELIVERY CONTRACT


                                                                  ________, 200_


Dear Sirs and Mesdames:

         The undersigned hereby agrees to purchase from NVIDIA Corporation, a
Delaware corporation (the "Company"), and the Company agrees to sell to the
undersigned the Company's securities described in Schedule A annexed hereto (the
"Securities"), offered by the Company's Prospectus dated __________________,
200_ and Prospectus Supplement dated ________________, 200_, receipt of copies
of which are hereby acknowledged, at a purchase price stated in Schedule A and
on the further terms and conditions set forth in this Agreement. The undersigned
does not contemplate selling Securities prior to making payment therefor.

         The undersigned will purchase from the Company Securities in the
numbers on the delivery dates set forth in Schedule A. Each such date on which
Securities are to be purchased hereunder is hereinafter referred to as a
"Delivery Date."

         Payment for the Securities which the undersigned has agreed to purchase
on each Delivery Date shall be made to the Company or its order by certified or
official bank check in New York Clearing House funds at the office of
______________________________, New York, N.Y., at 10:00 a.m. (New York City
time) on the Delivery Date, upon delivery to the undersigned of the Securities
to be purchased by the undersigned on the Delivery Date, in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.

         The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the


Company will mail or deliver to the undersigned as its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.

         Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this agreement.

         This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

         If this Agreement is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding agreement, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.

         This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York.


                                       Very truly yours,


                                       --------------------------------
                                             (Purchaser)

                                       By:
                                          -----------------------------

                                          -----------------------------
                                          (Title)

                                          -----------------------------

                                          -----------------------------
                                          (Address)

Accepted:

NVIDIA CORPORATION



By:
   -------------------------
      Name:
      Title:

                                      2


                 PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING

         The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)

                                     Telephone No.
        Name                    (Including Area Code)           Department
- -----------------               ---------------------       -----------------

- -----------------               ---------------------       -----------------

                                      3


                                                                    SCHEDULE A


Securities:








Numbers to be Purchased:








Purchase Price:








Delivery: