Common use of Sch Clause in Contracts

Sch. A-1 Schedule B -- Information Provided by Underwriters.................................................Sch. B-1 OGE ENERGY CORP. (AN OKLAHOMA CORPORATION) ____ SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE PURCHASE AGREEMENT , To: Ladies and Gentlemen: OGE Energy Corp., an Oklahoma corporation (the "Company"), confirms its agreement with (the "Representative"), and (collectively, with the Representative, the "Underwriters," which term includes any underwriter substituted as hereinafter provided in Section 11 hereof), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares (the "Firm Shares") and at the election of the Underwriters an aggregate of __________ additional shares (the "Option Shares") of common stock, par value $0.01 per share, of the Company, in each case, including the associated preferred stock purchase rights (the "Common Stock"). The Firm Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 are hereinafter collectively called the "Shares." The Company understands that the Underwriters propose to make a public offering of the Shares as soon as they deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333- ) covering the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus in accordance with paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective is referred to as the "Offering Terms." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Sch. B-1 EXHIBITS Exhibit A--Form of Opinion of Company's Counsel.............................A-1 Schedule B -- Information Provided by Underwriters.................................................Sch. Exhibit B--Form of Opinion of Trust's Special Delaware Counsel..............B-1 OGE ENERGY CORP. Exhibit C--Form of Lock-up Letter...........................................C-1 FLEETBOSTON FINANCIAL CORPORATION (AN OKLAHOMA CORPORATIONa Rhode Island corporation) ____ SHARES OF COMMON STOCK, PAR VALUE FLEET CAPITAL TRUST VIII (a Delaware statutory business trust) 20,000,000 Preferred Securities 7.20% Preferred Securities (Liquidation Amount $0.01 PER SHARE 25 Per Preferred Security) PURCHASE AGREEMENT March 1, To2002 Salomon Smith Barney Inc. Fleet Securities, Inc. Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇t▇ Incorporated Morgan ▇▇▇▇▇▇▇ & Co. Incorpora▇▇▇ ▇▇ude▇▇▇▇▇ Securities Incorporated UB▇ ▇▇▇▇u▇▇ ▇▇▇ as Representatives of the several Underwriters c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New Yo▇▇ ▇▇▇▇▇ ▇adies and Gentlem▇▇: Ladies and Gentlemen: OGE Energy Corp.▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (▇▇▇ "▇▇▇st"), an Oklahoma corporation a statutory business trust created under the Business Trust Act (the "CompanyDelaware Act")) of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq.) confirms its agreement with Salomon Smith Barney Inc. (the "RepresentativeSalomon Smith Barney"), Fleet Securities, ▇▇▇. ("▇▇▇e▇"), Merrill L▇▇▇▇, ▇▇▇▇▇▇, Fenner & Smith Incorporated ("Merrill Lynch"), ▇▇▇▇▇▇ Stanley & Co. Inc▇▇▇▇▇▇ted ("▇▇rgan Stanley"), ▇▇▇▇▇▇t▇▇▇ ▇ecur▇▇▇▇▇ I▇▇▇▇▇▇▇ated ("Prudential"), ▇▇▇ ▇a▇▇▇▇▇ ▇LC ("UBS Warburg") and each of the Underwriters named in Schedule A hereto (collectively, with the Representative, collectively the "Underwriters," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for whom Salomon Smith Barney, Fleet, Merrill Lynch, Morgan Stanley, Prudentia▇ ▇▇▇ ▇▇▇ ▇▇▇burg are acting a▇ ▇▇▇▇▇s▇▇▇▇▇▇▇▇▇ (▇▇ ▇▇▇▇ capacity, the "Representatives") with respect to the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares 7.20% Preferred Securities (liquidation amount $25 per preferred security) in the respective numbers set forth in said Schedule A hereto (the "Firm SharesInitial Preferred Securities") and at with respect to the election grant by the Trust to the Underwriters, acting severally and not jointly, of the Underwriters an aggregate option described in Section 2(b) hereof to purchase all or any part of __________ the additional shares Preferred Securities to cover over-allotments, if any. The aforesaid 20,000,000 Initial Preferred Securities and all or part of the 3,000,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option SharesPreferred Securities") of common stock, par value $0.01 per share, of the Company, in each case, including the associated preferred stock purchase rights (the "Common Stock"). The Firm Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 are hereinafter collectively called the "Shares." Preferred Securities". The Preferred Securities are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. The Company understands and the Trust each understand that the Underwriters propose to make a public offering of the Shares Preferred Securities as soon as they the Representatives deem advisable after this Agreement has been executed and delivered. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company has of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due 2032 (the "Initial Debentures") issued by the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Eugene M. McQuade, Douglas L Jacobs and John R. Rodehorst, as regu▇▇▇ ▇▇▇▇▇▇▇▇ (▇he "▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇s" and ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as supplemented by the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333- ) 333-72912), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration of the Shares Securities under the Securities Act of 1933, as amended (the "1933 Act"), including which permits the related preliminary prospectus delayed or prospectusescontinuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") Regulations or (ii) if the Company elects has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as the "Offering TermsRule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each Any prospectus used before such registration statement became effective, and any prospectus that omitted omitted, as applicable, the Offering TermsRule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering TermsRule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇EDGAR"). All references in this Agreement to financial statements state▇▇▇▇▇ and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such any preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 Schedule EXHIBITS Exhibit A -- Form of Opinion of Counsel to Popular and PNA....................................................... A-1 Exhibit B -- Information Provided by Underwriters.................................................Sch. Form of Opinion of Puerto Rico Counsel for Popular and PNA.......................................... B-1 OGE ENERGY CORPExhibit C -- Form of Opinion of Special Delaware Counsel for PNA and the Trust....................................................................................... C-1 POPULAR, INC. (AN OKLAHOMA CORPORATIONa Puerto Rico corporation) ____ SHARES OF COMMON STOCKPOPULAR NORTH AMERICA, PAR VALUE INC. (a Delaware Corporation) POPULAR NORTH AMERICA CAPITAL TRUST I (a Delaware statutory trust) 250,000 [-]% Capital Securities (Liquidation Amount $0.01 PER SHARE 1,000 Per Capital Security) PURCHASE AGREEMENT September [-], To: 2004 Credit Suisse First Boston LLC ▇.▇. ▇▇▇▇▇▇ Securities Inc. as Representatives of the several Underwriters c/o Credit Suisse First Boston LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Ladies and Gentlemen: OGE Energy Corp., an Oklahoma corporation Popular North America Capital Trust I (the "CompanyTrust"), a statutory trust created under the Statutory Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. Sections 3801 et seq.), Popular North America, Inc., a Delaware corporation ("PNA"), and Popular, Inc., a Puerto Rico corporation ("Popular"), each confirms its agreement with Credit Suisse First Boston LLC (the "RepresentativeCSFB"), and ▇.▇. ▇▇▇▇▇▇ Securities Inc. ("JPMorgan") and, the other Underwriters listed in Schedule A hereto (collectively, with the Representative, the "Underwriters," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for whom CSFB and JPMorgan are acting as Representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares 250,000 [-]% Capital Securities (liquidation amount $1,000 per security) in the respective numbers set forth in said Schedule A hereto (the "Firm SharesCapital Securities"). The Capital Securities will be guaranteed by Popular and PNA, to the extent set forth in the Prospectus (as defined below), with respect to distributions and amounts payable upon liquidation of the Trust or redemption of the Capital Securities (collectively, the "Capital Securities Guarantees") and at pursuant to the election of the Underwriters an aggregate of __________ additional shares Capital Securities Guarantee Agreement (the "Option SharesGuarantee Agreement") ), to be dated as of common stockClosing Time (as defined below), par value $0.01 per shareexecuted and delivered by Popular, PNA and ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association (the "Guarantee Trustee"), a national banking association, not in its individual capacity but solely as trustee, for the benefit of the Company, in each case, including holders from time to time of the associated preferred stock purchase rights Capital Securities. The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to PNA of its common securities (the "Common StockSecurities") and will be used by the Trust to purchase $257,732,000 aggregate principal amount of [-]% Junior Subordinated Debentures due 2034 (the "Debentures") issued by PNA and guaranteed (the "Debenture Guarantees") by Popular. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of Closing Time (the "Trust Agreement"), among Popular, PNA, as Depositor, ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as property trustee (the "Property Trustee"), Chase Manhattan Bank USA, National Association, as Delaware trustee (the "Delaware Trustee"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual, as administrative trustees (the "Administrative Trustees," and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures and the Debenture Guarantees will be issued pursuant to a Junior Subordinated Indenture (the "Indenture"), to be dated as of the Closing Time, between PNA, as issuer, Popular, as guarantor, and ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as indenture trustee (the "Indenture Trustee"). The Firm Shares Capital Securities, the Capital Securities Guarantees, the Debentures and the Option Shares that the Underwriters elect Debenture Guarantees are collectively referred to purchase pursuant to Section 2 are hereinafter collectively called herein as the "SharesSecurities." The Company This Agreement, the Trust Agreement, the Guarantee Agreement, the Indenture and the Expense Agreement (as defined herein) are collectively referred to as the "Operative Documents"). Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. Popular, PNA and the Trust each understands that the Underwriters propose to make a public offering of the Shares Capital Securities as soon as they the Representatives deem advisable after this Agreement has been executed and delivered. The Company has Popular, PNA and the Trust have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333- ) 333-118197, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-118197 02), including the relevant forms of prospectus and preliminary prospectus, covering the registration of the Shares Securities under the Securities Act of 1933, as amended (the "1933 Act"), including and regulations of the related preliminary prospectus or prospectusesCommission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, Popular, PNA and the Company Trust will either (i) prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as the "Offering TermsRule 430A Information." Each Any prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 ActAct and the Rule 430A Information, if any, at the time it became effective and including the Offering Termseffective, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated," or words of similar import, in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") ), which is incorporated by reference in the Registration Statement, such any preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.

Sch. A-1 Schedule EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel........................................A-1 Exhibit B -- Information Provided by Underwriters.................................................Sch. Form of Opinion of Trust's Special Delaware Counsel.........................B-1 OGE ENERGY CORPBANKNORTH GROUP, INC. (AN OKLAHOMA CORPORATIONa Maine corporation) ____ SHARES OF COMMON STOCKand BANKNORTH CAPITAL TRUST II (a Delaware statutory business trust) 8,000,000 Capital Securities 8% Capital Securities (Liquidation Amount $25 Per Capital Security) UNDERWRITING AGREEMENT February 14, PAR VALUE $0.01 PER SHARE PURCHASE AGREEMENT 2002 Keefe, To: Bruyette & Woods, Inc. Lehman Brothers Inc. as Represe▇▇▇▇▇ve▇ ▇▇ ▇▇▇ se▇▇▇▇▇ Underw▇▇▇▇▇▇ c/o Lehman Brothers Inc. 745 Seventh Avenue Ne▇ ▇▇▇▇, New York 10019 Ladies and Gentlemen▇▇▇▇▇▇▇▇▇: OGE Energy Corp.▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ (▇▇▇ "▇▇▇st"), an Oklahoma corporation a statutory business trust organized under the Business Trust Act (the "CompanyDelaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with Keefe, Bruyette & Woods, Inc. (the "RepresentativeKeefe, Bruyette"), and Lehman Brothers Inc. (collectively, with the Representative, "▇eh▇▇▇ ▇▇▇▇her▇") ▇nd each o▇ ▇▇▇ o▇▇▇▇ ▇▇▇erwr▇▇▇▇▇ named in Schedule ▇ ▇▇▇eto (collectively the "Underwriters," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for whom Keefe, Bruyette and Lehman Brothers are acting as Representatives (in ▇▇▇▇ ca▇▇▇▇▇▇, the "▇▇▇▇▇▇entatives") with respect to the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares 8,000,000 8% Capital Securities (liquidation amount $25 per capital security) in the respective numbers set forth in said Schedule A hereto (the "Firm Shares") and at the election of the Underwriters an aggregate of __________ additional shares (the "Option Shares") of common stock, par value $0.01 per share, of the Company, in each case, including the associated preferred stock purchase rights (the "Common StockCapital Securities"). The Firm Shares Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Option Shares that Common Securities, referred to below, will be guaranteed by Banknorth Group, Inc., Maine corporation (the Underwriters elect "Company"), to purchase the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to Section 2 are hereinafter collectively called the Guarantee Agreement (the "Shares." Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities referred to below. The Company understands and the Trust each understand that the Underwriters propose to make a public offering of the Shares Capital Securities as soon as they the Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Guarantee Agreement and will be used by the Trust to purchase $206,185,575 aggregate principal amount of 8% Junior Subordinated Debentures due April 1, 2032 (the "Debentures") issued by the Company. The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and William J. Ryan, Peter J. Verrill and Carol L. Mitchell, as administra▇▇▇▇ ▇▇▇▇▇▇▇▇ (th▇ "▇▇▇▇▇▇▇▇▇▇▇▇▇e Tru▇▇▇▇▇" ▇▇▇ ▇▇▇▇▇▇er with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company has and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-81980 and 333-81980-01), as amended by Pre-effective Amendment No. 333- ) 1 thereto, including the related preliminary prospectus, covering the registration of the Shares Securities under the Securities Act of 1933, as amended (the "1933 Act"), including which permits the related preliminary prospectus delayed or prospectusescontinuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") Regulations or (ii) if the Company elects has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as the "Offering TermsRule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a The term "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering TermsRule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet, Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇EDGAR"). All references in this Agreement to financial statements state▇▇▇▇▇ and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such any preliminary prospectus or the Prospectus, as the case may be.

Sch. A-1 Schedule B -- Information Provided by Underwriters.................................................Sch. EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel.............. A-1 Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. B-1 OGE ENERGY CORP. CHITTENDEN CORPORATION (AN OKLAHOMA CORPORATIONa Vermont corporation) ____ SHARES OF COMMON STOCKand ▇▇▇▇▇▇▇▇▇▇ CAPITAL TRUST [ ] (a Delaware statutory business trust) [ ] Capital Securities [ ]% Capital Securities (Liquidation Amount $25 Per Capital Security) UNDERWRITING AGREEMENT [ ], PAR VALUE $0.01 PER SHARE PURCHASE AGREEMENT 200[ ] ▇▇▇▇▇▇ Brothers Inc. as Representative of the several Underwriters c/▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, To: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: OGE Energy Corp., an Oklahoma corporation ▇▇▇▇▇▇▇▇▇▇ Capital Trust [ ] (the "CompanyTrust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with ▇▇▇▇▇▇ Brothers Inc. ("▇▇▇▇▇▇ Brothers") and each of the "Representative"), and other Underwriters named in Schedule A hereto (collectively, with the Representative, collectively the "Underwriters," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for whom ▇▇▇▇▇▇ Brothers is acting as Representative (in such capacity, the "Representative") with respect to the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares [ ]% Capital Securities (liquidation amount $25 per capital security) in the respective numbers set forth in said Schedule A hereto (the "Firm SharesInitial Capital Securities") and at with respect to the election grant by the Trust to the Underwriters, acting severally and not jointly, of the Underwriters an aggregate option described in Section 2(b) hereof to purchase all or any part of __________ the additional shares Capital Securities to cover over-allotments, if any. The aforesaid [ ] Initial Capital Securities and all or part of the [ ] Capital Securities subject to the option described in Section 2(b) hereof (the "Option SharesCapital Securities") of common stockare hereinafter called, par value $0.01 per sharecollectively, of the Company"Capital Securities." The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, in each casereferred to below, including the associated preferred stock purchase rights will be guaranteed by Chittenden Corporation (a Vermont corporation) (the "Common StockCompany"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities, referred to below. The Firm Shares Company and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 are hereinafter collectively called the "Shares." The Company understands Trust each understand that the Underwriters propose to make a public offering of the Shares Capital Securities as soon as they deem the Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus (as defined below). The Company has and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (Nos. 333-[ ] and 333-[ ]-01), as amended by Pre-effective Amendment No. 333- ) 1 thereto, including the related preliminary prospectus, covering the registration of the Shares Securities under the Securities Act of 1933, as amended (the "1933 Act"), including which permits the related preliminary prospectus delayed or prospectusescontinuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") Regulations or (ii) if the Company elects has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as the "Offering TermsRule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a The term "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering TermsRule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such any preliminary prospectus or the Prospectus, as the case may be.

Sch. B-1 EXHIBITS Exhibit A-- Form of Opinion of Company's Counsel................. A-1 Schedule B -- Information Provided by Underwriters.................................................Sch. Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.. B-1 OGE ENERGY CORP. Exhibit C-- Form of Lock-up Letter............................... C-1 FLEETBOSTON FINANCIAL CORPORATION (AN OKLAHOMA CORPORATIONa Rhode Island corporation) ____ SHARES OF COMMON STOCK, PAR VALUE FLEET CAPITAL TRUST VII (a Delaware statutory business trust) 20,000,000 Preferred Securities 7.20% Preferred Securities (Liquidation Amount $0.01 PER SHARE 25 Per Preferred Security) PURCHASE AGREEMENT September 10, To: Ladies 2001 Mor▇▇▇ ▇▇a▇▇▇▇ & Co. Incorporated Fleet Securities, Inc. Mer▇▇▇▇ ▇▇nch, Pierce, Fen▇▇▇ & Smi▇▇ Incorporated Sal▇▇▇▇ ▇▇▇▇▇ ▇▇rney Inc. c/o Morgan Sta▇▇▇▇ & Co. Incorporated 158▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇adies and Gentlemen: OGE Energy Corp., an Oklahoma corporation Fleet Capital Trust VII (the "CompanyTrust"), a statutory business trust created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.) confirms its agreement with Mor▇▇▇ ▇▇a▇▇▇▇ & Co. Incorporated (the "RepresentativeMor▇▇▇ ▇▇a▇▇▇▇"), Fleet Securities, Inc. ("Fleet"), Mer▇▇▇▇ ▇▇nch, Pierce, Fen▇▇▇ & Smi▇▇ ▇▇corporated ("Mer▇▇▇▇ ▇▇n▇▇"), Sal▇▇▇▇ ▇▇▇▇▇ ▇▇r▇▇▇ ▇▇c. ("Sal▇▇▇▇ ▇▇▇▇▇ ▇▇rney") and each of the Underwriters named in Schedule A hereto (collectively, with the Representative, collectively the "Underwriters," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for whom Mor▇▇▇ ▇▇a▇▇▇▇, ▇leet, Mer▇▇▇▇ ▇▇n▇▇ ▇▇d Sal▇▇▇▇ ▇▇▇▇▇ ▇▇r▇▇▇ ▇▇e acting as Representatives (in such capacity, the "Representatives") with respect to the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares 7.20% Preferred Securities (liquidation amount $25 per preferred security) in the respective numbers set forth in said Schedule A hereto (the "Firm Shares") and at the election of the Underwriters an aggregate of __________ additional shares (the "Option Shares") of common stock, par value $0.01 per share, of the Company, in each case, including the associated preferred stock purchase rights (the "Common StockPreferred Securities"). The Firm Shares Preferred Securities are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. The Company and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 are hereinafter collectively called the "Shares." The Company understands Trust each understand that the Underwriters propose to make a public offering of the Shares Preferred Securities as soon as they the Representatives deem advisable after this Agreement has been executed and delivered. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company has of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due 2031 (the "Debentures") issued by the Company. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Eug▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇ou▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇d Joh▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇s regular trustees (the "Regular Trustees" and together with the Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as supplemented by the Second Supplemental Indenture, to be dated as of Closing Time (the "Second Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333- ) 333-36444), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration of the Shares Securities under the Securities Act of 1933, as amended (the "1933 Act"), including which permits the related preliminary prospectus delayed or prospectusescontinuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") Regulations or (ii) if the Company elects has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as the "Offering TermsRule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each Any prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Termsomitted, that was used after such effectiveness and prior to the execution and delivery of this Agreementas applicable, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including 430A Information or the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "containedInformation," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 Schedule EXHIBIT B -- Information Provided by Underwriters.................................................Sch. FORM OF LOCK-UP LETTER...................................................................B-1 OGE ENERGY CORP</TABLE> ▇▇▇▇▇ RIVER GROUP, INC. (AN OKLAHOMA CORPORATIONa Delaware corporation) ____ SHARES OF COMMON STOCK, PAR VALUE o Shares of Common Stock ($0.01 PER SHARE PURCHASE Par Value Per Share) UNDERWRITING AGREEMENT o, To: 2005 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. as Representative of the several Underwriters c/o Keefe, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: OGE Energy Corp.▇▇▇▇▇ River Group, an Oklahoma Inc., a Delaware corporation (the "CompanyCOMPANY"), confirms its agreement with ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") and each of the "Representative"), and other Underwriters named in Schedule A hereto (collectively, with the Representative, the "UnderwritersUNDERWRITERS," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for whom KBW is acting as representative (in such capacity, the "REPRESENTATIVE"), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares (the "Firm Shares") and at the election respective numbers of the Underwriters an aggregate [o] shares of __________ additional shares (the "Option Shares") of common stockCommon Stock, $0.01 par value $0.01 per share, of the CompanyCompany ("COMMON Stock") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in each caseSection 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, including the associated preferred stock purchase rights if any. The aforesaid [o] shares of Common Stock (the "Common StockINITIAL SECURITIES"). The Firm Shares and the Option Shares that ) to be purchased by the Underwriters elect and all or any part of the [o] shares of Common Stock subject to purchase pursuant to the option described in Section 2 2(b) hereof (the "OPTION SECURITIES") are hereinafter collectively called called, collectively, the "SharesSECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." The Company understands that the Underwriters propose to make a public offering of the Shares Securities as soon as they deem the Representative deems advisable after this Agreement has been executed and delivered. The Company has filed with and the Underwriters agree that up to [o] shares of the Securities and Exchange Commission to be purchased by the Underwriters (the "CommissionRESERVED SECURITIES") a registration statement on Form S-3 (No. 333- ) covering shall be reserved for sale by the registration of Underwriters to the Shares under the Securities Act of 1933Company's directors, as amended officers, employees, agents, brokers and related persons (the "1933 ActINVITEES"), including as part of the related preliminary prospectus or prospectuses. Promptly after execution and delivery distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the Company will either (i) prepare applicable rules, regulations and file a prospectus in accordance with paragraph (b) of Rule 424 ("Rule 424(b)") interpretations of the NASD and all other applicable laws, rules and regulations regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the Commission under first business day after the 1933 Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective is referred to as the "Offering Terms." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery date of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including such Reserved Securities may be offered to the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) public as part of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the public offering of the Shares is herein called the "Prospectuscontemplated hereby." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B)...........................................A-1 Schedule EXHIBIT B -- Information Provided by Underwriters.................................................Sch. FORM OF LOCK-UP LETTER.............................................B-1 OGE ENERGY CORP</TABLE> ▇▇▇▇▇ RIVER GROUP, INC. (AN OKLAHOMA CORPORATIONa Delaware corporation) ____ SHARES OF COMMON STOCK, PAR VALUE 4,444,000 Shares of Common Stock ($0.01 PER SHARE PURCHASE Par Value Per Share) UNDERWRITING AGREEMENT August 8, To: 2005 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. as Representative of the several Underwriters c/o Keefe, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: OGE Energy Corp.▇▇▇▇▇ River Group, an Oklahoma Inc., a Delaware corporation (the "CompanyCOMPANY"), confirms its agreement with ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") and each of the "Representative"), and other Underwriters named in Schedule A hereto (collectively, with the Representative, the "UnderwritersUNDERWRITERS," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for whom KBW is acting as representative (in such capacity, the "REPRESENTATIVE"), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares (the "Firm Shares") and at the election respective numbers of the Underwriters an aggregate 4,444,000 shares of __________ additional shares (the "Option Shares") of common stockCommon Stock, $0.01 par value $0.01 per share, of the CompanyCompany ("COMMON STOCK") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in each caseSection 2(b) hereof to purchase all or any part of 666,600 additional shares of Common Stock to cover over-allotments, including the associated preferred stock purchase rights if any. The aforesaid 4,444,000 shares of Common Stock (the "Common StockINITIAL SECURITIES"). The Firm Shares and the Option Shares that ) to be purchased by the Underwriters elect and all or any part of the 666,600 shares of Common Stock subject to purchase pursuant to the option described in Section 2 2(b) hereof (the "OPTION SECURITIES") are hereinafter collectively called called, collectively, the "SharesSECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD") with respect to the offering and sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "INDEPENDENT UNDERWRITER." The Company understands that the Underwriters propose to make a public offering of the Shares Securities as soon as they deem the Representative deems advisable after this Agreement has been executed and delivered. The Company has filed with and the Underwriters agree that up to 255,530 shares of the Securities and Exchange Commission to be purchased by the Underwriters (the "CommissionRESERVED SECURITIES") a registration statement on Form S-3 (No. 333- ) covering shall be reserved for sale by the registration of Underwriters to the Shares under the Securities Act of 1933Company's directors, as amended officers, employees, agents, brokers and related persons (the "1933 ActINVITEES"), including as part of the related preliminary prospectus or prospectuses. Promptly after execution and delivery distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the Company will either (i) prepare applicable rules, regulations and file a prospectus in accordance with paragraph (b) of Rule 424 ("Rule 424(b)") interpretations of the NASD and all other applicable laws, rules and regulations regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the Commission under first business day after the 1933 Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective is referred to as the "Offering Terms." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery date of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including such Reserved Securities may be offered to the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) public as part of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the public offering of the Shares is herein called the "Prospectuscontemplated hereby." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Sch. B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel..............................A-1 Schedule B -- Information Provided by Underwriters.................................................Sch. B-1 OGE ENERGY CORPBANKNORTH GROUP, INC. (AN OKLAHOMA CORPORATIONa Maine corporation) ____ SHARES OF COMMON STOCKand $150,000,000 3.750% Senior Notes due 2008 UNDERWRITING AGREEMENT April 23, PAR VALUE $0.01 PER SHARE PURCHASE AGREEMENT 2003 Lehman Brothers Inc. Keefe, ToBruyette & Woods, Inc. as Rep▇▇▇▇▇▇atives of the s▇▇▇▇▇l ▇▇▇▇▇▇▇▇ter▇ ▇▇▇ted in Schedule A c/o Lehman Brothers Inc. 745 Seventh Avenue ▇▇▇ York, New York 10019 Ladies a▇▇ ▇▇▇▇▇▇▇▇▇: Ladies and Gentlemen: OGE Energy Corp.▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, an Oklahoma corporation ▇▇▇., ▇ ▇▇▇▇▇ ▇▇rporation, (the "Company"), ) confirms its agreement with Lehman Brothers Inc. (the "RepresentativeLehman Brothers"), and Keefe, Bruyette & Woods, Inc. (collectively"▇▇efe, with Bruyette"), ▇▇▇ ▇▇ch of the Representative, oth▇▇ ▇▇de▇▇▇▇▇▇▇▇ na▇▇▇ ▇n Schedul▇ ▇ ▇er▇▇▇ (▇▇▇lectively the "Underwriters," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for which Lehman Brothers and Keefe, Bruyette are acting as Representatives (in ▇▇▇▇ ▇apacity, the "▇▇▇▇▇se▇▇▇▇▇▇▇▇") with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an $150,000,000 aggregate principal amount of ________ shares the Company's 3.750% Senior Notes due 2008 in the respective amounts set forth in said Schedule A hereto (the "Firm Shares") and at the election of the Underwriters an aggregate of __________ additional shares (the "Option Shares") of common stock, par value $0.01 per share, of the Company, in each case, including the associated preferred stock purchase rights (the "Common StockSecurities"). The Firm Shares and the Option Shares that the Underwriters elect to purchase Securities will be issued pursuant to Section 2 are hereinafter collectively called an Indenture, dated as of April 30, 2003 (as the same may be supplemented and amended from time to time, the "Shares." Indenture") between the Company and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The Securities are more fully described in the Prospectus (as defined below). The Company understands that the Underwriters propose to make a public offering of the Shares Securities as soon as they the Representatives deem advisable after this Agreement has been executed and delivered. Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333- ) covering the registration of the Shares under the Securities Act of 1933333-81980), as amended (the "1933 Act"), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus in accordance with paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective is referred to as the "Offering Terms." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.Pre-

Sch. B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel...........................A-1 Schedule Exhibit B -- Information Provided by Underwriters.................................................Sch. Form of Opinion of Trust's Special Delaware Counsel............B-1 OGE ENERGY CORP. Exhibit C -- Form of Lock-up Letter.........................................C-1 FLEETBOSTON FINANCIAL CORPORATION (AN OKLAHOMA CORPORATIONa Rhode Island corporation) ____ SHARES OF COMMON STOCK, PAR VALUE FLEET CAPITAL TRUST VI (a Delaware statutory business trust) 11,000,000 Preferred Securities 8.80% Trust Originated Preferred Securities (Liquidation Amount $0.01 PER SHARE 25 Per Preferred Security) PURCHASE AGREEMENT June 21, To: Ladies 2000 MERR▇▇▇ ▇▇▇C▇ & ▇O. Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ Incorporated Fleet Securities, Inc. Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated Prudential Securities Incorporated Salo▇▇▇ ▇▇▇▇▇ ▇▇▇ney Inc. Tuck▇▇ ▇▇▇▇▇▇▇ ▇▇▇orporated c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇. Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ Incorporated North Tower 4 World Financial Center New ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇dies and Gentlemen: OGE Energy Corp., an Oklahoma corporation Fleet Capital Trust VI (the "CompanyTrust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.) confirms its agreement with Merr▇▇▇ ▇▇▇c▇ & ▇o., Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated (the "RepresentativeMerr▇▇▇ ▇▇▇c▇"), and Fleet Securities, Inc. (collectively"Fleet"), with Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated ("Morg▇▇ ▇▇▇n▇▇▇"), Prudential Securities Incorporated ("Prudential"), Salo▇▇▇ ▇▇▇▇▇ ▇▇▇ney Inc. ("Salo▇▇▇ ▇▇▇▇▇ ▇▇▇n▇▇"), Tuck▇▇ ▇▇▇▇▇▇▇ ▇▇▇orporated ("Tuck▇▇ ▇▇▇▇▇▇▇") ▇nd each of the Representative, Underwriters named in Schedule A hereto (collectively the "Underwriters," which term includes shall also include any underwriter substituted as hereinafter provided in Section 11 10 hereof), for whom Merr▇▇▇ ▇▇▇c▇, ▇▇eet, Morg▇▇ ▇▇▇n▇▇▇, ▇▇udential, Salo▇▇▇ ▇▇▇▇▇ ▇▇▇ney and Tuck▇▇ ▇▇▇▇▇▇▇ ▇▇▇ acting as Representatives (in such capacity, the "Representatives") with respect to the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares 8.80% Trust Originated Preferred Securities (liquidation amount $25 per preferred security) in the respective numbers set forth in said Schedule A hereto (the "Firm SharesInitial Preferred Securities") ), and at with respect to the election grant by the Trust to the Underwriters, acting severally and not jointly, of the Underwriters an aggregate option described in Section 2(b) hereof to purchase all or any part of __________ the additional shares Preferred Securities to cover over-allotments, if any. The aforesaid 11,000,000 Initial Preferred Securities and all or part of the 1,650,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option SharesPreferred Securities") of common stockare hereinafter called, par value $0.01 per sharecollectively, of the Company, "Preferred Securities." The Preferred Securities are more fully described in each case, including the associated preferred stock purchase rights Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Common StockCompany"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. The Firm Shares Company and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 are hereinafter collectively called the "Shares." The Company understands Trust each understand that the Underwriters propose to make a public offering of the Shares Preferred Securities as soon as they the Representatives deem advisable after this Agreement has been executed and delivered, and the Declaration (as defined herein), the Indenture (as defined herein), and the Preferred Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $283,506,000 aggregate principal amount of 8.80% Junior Subordinated Debentures due 2030 (the "Debentures") issued by the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $42,525,000 aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Euge▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ug▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ regular trustees (the "Regular Trustees" and together with the Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as supplemented by the First Supplemental Indenture, to be dated as of Closing Time (the "First Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company has and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333- ) 333-36444), as amended by Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Shares Securities under the Securities Act of 1933, as amended (the "1933 Act"), including which permits the related preliminary prospectus delayed or prospectusescontinuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") Regulations or (ii) if the Company elects has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as the "Offering TermsRule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each prospectus used before such registration statement became effective, and any prospectus that omitted omitted, as applicable, the Offering TermsRule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering TermsRule 430A Information and the Rule 434 Information, as applicable, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated June 19, 2000 together with the Term Sheet, Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇EDGA▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such any preliminary prospectus or the Prospectus, as the case may be.