Common use of Sale and Delivery to Underwriters Closing Clause in Contracts

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II hereto, the number of Preferred Securities set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the Closing Date (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security as set forth on Schedule II for the Preferred Securities to be delivered by the Trust hereunder on the Closing Date.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred Initial Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred Initial Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Initial Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price per Capital Security and the purchase price per Capital Security are set forth on in Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Initial Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on at the Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission per Preferred Initial Capital Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred Initial Capital Securities to be delivered by the Trust hereunder on at the Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price per Capital Security and the purchase price per Capital Security are set forth on in Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on at the Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission per Preferred Capital Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred Capital Securities to be delivered by the Trust hereunder on at the Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Capital Security shall be a fixed price to be determined by agreement between the Representative Underwriter and the Offerors. The initial public offering price and the purchase price are be set forth in Schedule B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the at Closing Date (as defined below) Time directly to the Representative, for the accounts of the several Underwriters, a commission per Preferred Capital Security as set forth on Schedule II determined by agreement between the Representatives and the Company for the Preferred Capital Securities to be delivered by the Trust hereunder on the at Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II heretothe Pricing Agreement, the number of Preferred Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes Debt Securities of the Company, the Company hereby agrees to pay on the at Closing Date Time (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder on at Closing Time. The commission, when so determined, shall be set forth in the Closing DatePricing Agreement.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred Initial Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred Initial Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Initial Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Capital Security shall be a fixed price to be determined by agreement between the Representative Representatives and the Offerors. The initial public offering price and the purchase price are be set forth in Schedule B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Initial Capital Securities will be used to purchase the Junior Subordinated Notes Debentures of the Company, the Company hereby agrees to pay on the at Closing Date (as defined below) Time to the RepresentativeRepresentatives, for the accounts of the several Underwriters, a commission per Preferred Initial Capital Security as set forth on Schedule II determined by agreement between the Representatives and the Company for the Preferred Initial Capital Securities to be delivered by the Trust hereunder on the at Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Initial Preferred Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Initial Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Initial Preferred Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Preferred Security shall be a fixed price to be determined by agreement between the Representative Representatives and the Offerors. The initial public offering price and the purchase price are be set forth in Schedule B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Initial Preferred Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the at Closing Date (as defined below) Time to the RepresentativeRepresentatives, for the accounts of the several Underwriters, a commission per Initial Preferred Security as set forth on Schedule II determined by agreement between the Representatives and the Company for the Initial Preferred Securities to be delivered by the Trust hereunder on the at Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Capital Security shall be a fixed price to be determined by agreement between the Representative Underwriter and the Offerors. The initial public offering price and the purchase price are set forth in Schedule B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the at Closing Date (as defined below) Time directly to the Representative, for the accounts of the several Underwriters, a commission per Preferred Capital Security as set forth on Schedule II determined by agreement between the Representatives and the Company for the Preferred Capital Securities to be delivered by the Trust hereunder on the at Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II hereto, the number of Preferred Securities set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule II, which is a fixed price determined by agreement between the Representative Representatives and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the Closing Date (as defined below) to the RepresentativeSalomon Smith Barney Inc. ("SSB"), for the accounts of the several Underwritersseverxx Xxxxxxxxxxrx, a commission x xommission per Preferred Security as set forth on Schedule II for the Preferred Securities to be delivered by the Trust hereunder on the Closing Date.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Capital Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price are set forth in Schedule B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on at the Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission per Preferred Capital Security as set forth on Schedule II determined by agreement between <Page> 8 the Representative and the Company for the Preferred Capital Securities to be delivered by the Trust hereunder on at the Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II heretoCompany, the number aggregate principal amount of Preferred Securities set forth in Schedule I opposite the name of such UnderwriterUnderwriter on Schedule I hereto, plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The at a purchase price per security equal to be paid by 98.061% of the several Underwriters for aggregate principal amount thereof. Delivery of the Preferred Securities shall be an amount equal made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to the initial public offering price set forth on Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. As compensation Company, and payment of the purchase price for the Securities shall be made by the Representative to the Underwriters for their commitments hereunder Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes of the Company, no later than 10:00 a.m., New York City time, on November 17, 2014 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representative and the Company hereby agrees to pay on (such time and date of payment and delivery being herein called the “Closing Date (as defined below) to Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the several Underwriters, a commission per Preferred Security as set forth on Schedule II Underwriters of certificates for the Preferred Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder on the Closing DateCompany or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security Preferred Security set forth in Schedule II heretothe Pricing Agreement, the number of Preferred Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security Preferred Security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price. The public offering price set forth on Schedule II, which is per Preferred Security shall be a fixed price to be determined by agreement between the Representative Representatives and the Offerors. The public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representatives. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities (together with the entire proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Junior Subordinated Notes Debt Securities of the Company, the Company hereby agrees to pay on the at Closing Date (as defined below) Time to the RepresentativeRepresentatives, for the accounts of the several Underwriters, a commission per Preferred Security as set forth on Schedule II determined by agreement between the Representatives and the Company for the Preferred Securities to be delivered by the Trust hereunder on at Closing Time. The commission, when so determined, shall be set forth in the Closing DatePricing Agreement.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the a purchase price of $______ per security set forth in Schedule II heretoshare, the number of Preferred Securities set forth in Schedule I A hereto opposite the name of such Underwriter, plus any additional number of Preferred Securities that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and the Underwriters shall have a one-time right to purchase from the Company, severally and not jointly, at a purchase price $______ per security share, up to 165,000 Additional Securities. Additional Securities may be purchased as provided in Section 2(c) hereof solely for the purpose of covering over- allotments made in connection with the public offering of the Firm Securities. If any Additional Securities are to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule IIpurchased, which is a fixed price determined by agreement between the Representative each Underwriter agrees, severally and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used not jointly, to purchase the Junior Subordinated Notes number of Additional Securities that bears the Company, the Company hereby agrees to pay on the Closing Date (as defined below) same proportion to the Representative, for the accounts total number of the several Underwriters, a commission per Preferred Security as set forth on Schedule II for the Preferred Additional Securities to be delivered by purchased as the Trust hereunder on number of Firm Securities set forth opposite the Closing Datename of such Underwriter in Schedule A attached hereto bears to the total number of Firm Securities.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to issue and sell 1,925,000 shares of Common Stock and the Selling Stockholder agrees to sell 275,000 shares of Common Stock to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany and the Selling Stockholder, at the price per security agreed upon by the Representatives, the Company and the Selling Stockholder as set forth in the Pricing Agreement, the number of shares of Common Stock set forth in Schedule II hereto, the number of Preferred Securities set forth in Schedule I A opposite the name of such Underwriter, plus any additional number of Preferred Securities that such Underwriter may become (except as otherwise provided in the Pricing Agreement). Each Underwriter shall be obligated to purchase from the Company and from the Selling Stockholder that number of shares of the Common Stock which represents the same proportion of the number of shares of the Common Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Common Stock set forth opposite the name of such Underwriter in Schedule A represents of the total number of shares of the Common Stock to be purchased by all of the Underwriters pursuant to the provisions of Section 10 hereofthis Agreement. The respective purchase obligations of the Underwriters with respect to the Common Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. (i) If the Company has elected not to rely upon Rule 430A under the 1933 Act Regulations, the initial public offering price of the Securities and the purchase price per security of the Securities to be paid by the several Underwriters for the Preferred Securities shall be agreed upon and set forth in the Pricing Agreement, dated the date hereof, and an amount equal amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (ii) If the Company has elected to rely upon Rule 430A under the 1933 Act Regulations, the initial public offering price set forth on Schedule II, which is a fixed of the Securities and the purchase price of the Securities to be paid by the several Underwriters shall be determined by agreement between among the Representative Representatives, the Company and the OfferorsSelling Stockholder and set forth in the Pricing Agreement. As compensation In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used any other party, unless otherwise agreed to purchase the Junior Subordinated Notes of by the Company, the Selling Stockholder and the Representatives. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby agrees grants an option to pay the Underwriters, severally and not jointly, to purchase up to 330,000 shares of Common Stock at the price per share set forth in the Pricing Agreement. The option hereby granted will expire 30 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the 1933 Act Regulations or (ii) the date of the Pricing Agreement, if the Company has elected to rely on Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives 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. Any such time and date of payment (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriters bears to the total number of Initial Securities (except as otherwise provided in the Pricing Agreement), subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. 7 8 (c) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of McDoxxxx & Xompany Securities, Inc., McDoxxxx Xxxestment Center, Cleveland, Ohio or at such other place as shall be agreed upon by the Representatives, the Company and the Selling Stockholder, at 10:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the third business day after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives, the Company and the Selling Stockholder (such time and date of payment and delivery being herein called the "Closing Date (as defined below) Time"); provided, however, that if the Registration Statement becomes effective later than 4:30 p.m., Eastern Time, on any date, then, subject to the Representativeforegoing, the Closing Time shall be the fourth business day thereafter (or, if the Company has elected to rely upon Rule 430A, and the Pricing Agreement is not executed until after 4:30 p.m., Eastern Time, on any date, the fourth business day after execution of the Pricing Agreement). In addition, in the event that any or all of the Option Securities are to be purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices of McDoxxxx & Xompany Securities, Inc., or at such other place as shall be agreed upon by the Representatives and the Company on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company and the Selling Stockholder by wire transfer of immediately available funds to accounts designated by the Company and the Selling Stockholder, against delivery of the Securities to the Underwriters. The certificates representing Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time. It is understood that each Underwriter has authorized the Representatives, for the accounts their account, to accept delivery of, receipt for, and make payment of the several Underwriterspurchase price for, a commission per Preferred Security as set forth on Schedule II the Securities which it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Preferred Securities to be delivered purchased by any Underwriter whose check has not been received by the Trust hereunder Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The Securities will be made available for examination and packaging by the Underwriters not later than 10:00 A.M. on the last business day prior to the Closing DateTime at such place as the Underwriters may designate in Cleveland, Ohio. SECTION 3.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the a purchase price of $31.975 per security set forth in Schedule II heretoshare, the number of Preferred Firm Securities set forth in Schedule I A hereto opposite the name of such Underwriter, plus any additional number of Preferred Firm Securities that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by On the several Underwriters for basis of the Preferred Securities shall be an amount equal representations and warranties contained in this Agreement, and subject to the initial public offering price terms and conditions herein set forth on Schedule IIforth, which is a fixed price determined by agreement between the Representative Company agrees to sell to each of the Underwriters, and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used shall have a one-time right to purchase the Junior Subordinated Notes of from the Company, severally and not jointly, at a purchase price of $31.975 per share, in the aggregate up to 500,000 Additional Securities. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company hereby agrees in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Securities to pay be purchased by the Underwriters and the date on which such shares are to be purchased. Such date may be the same as the Closing Date Time (as defined below) but not later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 2(c) hereof solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Representative, for the accounts total number of the several Underwriters, a commission per Preferred Security as set forth on Schedule II for the Preferred Additional Securities to be delivered by purchased as the Trust hereunder on number of Firm Securities set forth opposite the Closing Datename of such Underwriter in Schedule A hereto bears to the total number of Firm Securities.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred [Initial] Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred [Initial] Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred [Initial] Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price per Capital Security and the purchase price per Capital Security are set forth on in Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred [Initial] Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on at the Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission per Preferred [Initial] Capital Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred [Initial] Capital Securities to be delivered by the Trust hereunder on at the Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price $________ per security set forth in Schedule II heretosecurity, the number of Preferred Securities set forth in Schedule I A opposite the name of such Underwriter, plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule II, which is a fixed price determined by agreement between the Representative and the Offerorsper Preferred Security shall be $_________. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes Debentures of the Company, the Company hereby agrees to pay on at the Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission of $______ per Preferred Security; provided, however, that the commission per Preferred Security as set forth on Schedule II for the sales of 10,000 or more Preferred Securities to a single purchaser shall be delivered by the Trust hereunder on the Closing Date$_______.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II hereto, the number of Preferred Securities set forth in Schedule I hereto opposite the name of such Underwriter, plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule IIII hereto, which is a fixed price determined by agreement between the Representative and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the Closing Date (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security as set forth on Schedule II hereto for the Preferred Securities to be delivered by the Trust hereunder on the Closing Date.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II hereto, the number of Preferred Securities set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the Closing Date (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security as set forth on Schedule II for the Preferred Securities to be delivered by the Trust hereunder on the Closing Date.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price of $25 per security set forth in Schedule II heretoPreferred Trust Security and at an annual distribution rate per Preferred Trust Security of 7.70% of the liquidation amount of $25 per Preferred Trust Security, the number of Preferred Trust Securities set forth in Schedule I A hereto opposite the name of such Underwriter, plus any additional number of Preferred Trust Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 7 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price set forth on Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the entire proceeds of the sale of the Preferred Securities (together with the entire proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Junior Subordinated Notes Trust Debt Securities of the Company, the Company hereby agrees to pay on at the Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission per Preferred Trust Security as set forth on Schedule II for the Preferred Securities equal to $0.7875 to be delivered by the Trust hereunder on at the Closing DateTime. At the Closing Time, the Company will pay, or cause to be paid, the commission payable at such time to the Underwriters under Section 2 hereof by wire transfer in immediately available funds to an account designated by the Representative.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II heretoB, the number of Preferred Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price per Capital Security and the purchase price per Capital Security are set forth on in Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on at the Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission per Preferred Capital Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred Capital Securities to be delivered by the Trust hereunder on at the Closing Date.Time. The commission is set forth in Schedule B. 10

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II heretothe Pricing Agreement, the number of Preferred [Initial] Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Preferred [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred [Designated] Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes Debt Securities of the Company, the Company hereby agrees to pay on the at Closing Date Time (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder on at Closing Time or relevant Date of Delivery (as defined below), as the Closing Datecase may be. The commission, when so determined, shall be set forth in the Pricing Agreement.

Sale and Delivery to Underwriters Closing. Retail - [(a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the price per security set forth in Schedule II heretoII, the number of Preferred Securities Junior Subordinated Debentures set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Preferred Securities Junior Subordinated Debentures that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Underwriters agree to make a public offering of their respective Junior Subordinated Debentures specified in Schedule I at the initial public offering price specified in Schedule II hereto. The purchase price per security to be paid by the several Underwriters for the Preferred Securities Junior Subordinated Debentures shall be an amount equal to the initial public offering price set forth on Schedule II, which is a fixed price determined by agreement between the Representative and the OfferorsCompany. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes of the Company, the The Company hereby agrees to pay on the Closing Date (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security Junior Subordinated Debenture as set forth on Schedule II for the Preferred Securities Junior Subordinated Debentures to be delivered by the Trust Company hereunder on the Closing Date.]

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in Schedule II heretothe Pricing Agreement, the number of Preferred Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Preferred Security shall be a fixed price to be determined by agreement between the Representative Representatives and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representatives. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Junior Subordinated Notes Debt Securities of the Company, the Company hereby agrees to pay on the at Closing Date Time (as defined below) to the RepresentativeRepresentatives, for the accounts of the several Underwriters, a commission per Preferred Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder on at Closing Time. The commission, when so determined, shall be set forth in the Closing DatePricing Agreement.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred [Initial] Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in Schedule B), plus any additional number of Preferred [Initial] Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred [Initial] Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price per Capital Security and the purchase price per Capital Security are set forth on in Schedule II, which is a fixed price determined by agreement between the Representative and the Offerors. B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred [Initial] Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on at the Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission per Preferred Initial Capital Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred [Initial] Capital Securities to be delivered by the Trust hereunder on at the Closing Date.Time. The commission is set forth in Schedule B.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Schedule II heretoB, the number of Preferred Initial Capital Securities set forth in Schedule I A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in <Page> 8 Schedule B), plus any additional number of Preferred Initial Capital Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof. The purchase price per security to be paid by the several Underwriters for the Preferred Initial Capital Securities shall be an amount equal to the initial public offering price. The initial public offering price set forth on Schedule II, which is per Capital Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price are set forth in Schedule B. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Initial Capital Securities will be used to purchase the Junior Subordinated Notes of the Company, the Company hereby agrees to pay on the at Closing Date (as defined below) Time to the Representative, for the accounts of the several Underwriters, a commission per Preferred Initial Capital Security as set forth on Schedule II determined by agreement between the Representative and the Company for the Preferred Initial Capital Securities to be delivered by the Trust hereunder on the at Closing Date.Time. The commission is set forth in Schedule B.