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 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 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 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 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 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 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 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 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 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 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 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. 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 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 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 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.