Common use of Time and Place of Closing Clause in Contracts

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. The Bank of New York Mellon Trust Company, National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC The Depository Trust Company (“DTC”) or to U.S. The Bank National Associationof New York Mellon, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Issuer and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately promptly give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 36 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 36 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 36 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. The Bank National Associationof New York, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”) (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRANASD’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Indenture Trustee, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time City time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons or entities who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds shall be delivered to DTC or to U.S. The Bank National Associationof New York, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:: to require each non-defaulting Underwriter to purchase and pay for the respective aggregate principal amount of Bonds that it had agreed to purchase hereunder as hereinabove provided and, in addition, the aggregate principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to aggregate principal amount of Bonds equal to one-tenth (1/10) of the aggregate principal amount of Bonds that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or to procure one or more persons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are not eligible for membership in the NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, either all or a part of the aggregate principal amount of Bonds that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Issuer shall exercise its rights under (a) and/or (b) above, the Issuer shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. In the computation of any period of 24 hours referred to in this Section 7, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such period of time. Any action taken by the Issuer or EGSI under this Section 7 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Issuer under this Section 7 shall be without any liability on the part of the Issuer, EGSI or any non-defaulting Underwriter, except as otherwise provided in Sections 8(a)(ii) and 11 hereof.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. .” The Bonds shall be delivered to DTC or to U.S. Bank National Association[_______________], as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 [ ] P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”) (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRANASD’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the RepresentativesRepresentative. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC The Depository Trust Company (“DTC”) or to U.S. The Bank National Associationof New York Mellon, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Representative not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesIssuer and the Representative. The Issuer agrees to make the Bonds available to the Representatives Representative for checking purposes not later than 1:00 P.M. New York City Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, hereto or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately promptly give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 36 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons or entities who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 36 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 36 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. .” The Bonds shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 3:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”) (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRANASD’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against Firm Shares to, and payment ------------------------- therefor by, the Representative for the accounts of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed the Representative and Dominion may agree upon in writing by writing, and subject to the Issuer and the Representativesprovisions of Section 10 hereof. The hour and date of such delivery and payment are herein called the “"First Closing Date”", or the "Closing Date" as the context implies. On the Closing Date, Dominion, through the facilities of The Bonds Depository Trust Company ("DTC"), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Shares to the Representative for the account of each Underwriter against payment of the purchase price by wire transfer of same-day funds to a bank account designated by Dominion. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Shares shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Agreement, the option granted in Section 4 may be exercised by written notice being given to Dominion by the Representatives Underwriters. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the names in which the Option Shares are to be registered, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Underwriters, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option Shares are delivered are sometimes referred to as the "Second Closing Date" and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a "Closing Date". Delivery of and payment for the Option Shares shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Issuer may specifyUnderwriters and Dominion) at 10:00 A.M., Richmond, Virginia time, on the Second Closing Date. If any Underwriter On the Second Closing Date, Dominion, through the facilities of DTC, shall fail deliver or refuse cause to purchase and pay be delivered a securities entitlement with respect to the Option Shares to the Representative for the aggregate principal amount account of Bonds that such each Underwriter has agreed against payment of the purchase price by wire transfer of same-day funds to purchase a bank account designated by Dominion. Time shall be of the essence, and pay for delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Issuer Option Shares shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. .” The Bonds shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 3:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, date and time and date as shall be agreed upon in writing by the Issuer and the RepresentativesRepresentative. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. Bank Trust Company, National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Representative not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesIssuer and the Representative. The Issuer agrees to make the Bonds available to the Representatives Representative for checking purposes not later than 1:00 P.M. p.m. New York Time City time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, hereto or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 36 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons or entities who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 36 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 36 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the RepresentativesUnderwriters. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. The Bank of New York Mellon Trust Company, National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesUnderwriters. The Issuer agrees to make the Bonds available to the Representatives Underwriters for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. Pursuant to Rule 15c6-1(d) of the Exchange Act Regulations, the parties have agreed that the Closing Date will be not less than five business days following the date hereof. The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Indenture Trustee, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter the Underwriters shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has the Underwriters have agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case Any action taken by the Issuer or ENO under this Section 7 shall not elect to terminate relieve the Underwriters from liability in respect of any default of the Underwriters under this Underwriting Agreement it Agreement. Termination by the Issuer under this Section 7 shall have be without any liability on the rightpart of the Issuer or ENO, irrespective of such default:except as otherwise provided in Sections 8(a)(ii) and 11 hereof.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. .” The Bonds shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 3:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right right, but not the obligation, within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and reasonably satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery Deliveries of certificates for the ------------------------- Trust Preferred Securities, and payment therefor by the Representatives for the accounts of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, II or at such other placetime, place and date as the Representatives and Dominion may agree upon in writing signed by the Representatives and the Offerors (such time and date as shall be agreed upon in writing by the Issuer of payment and the Representatives. The hour and date of such delivery and payment are being herein called the “"Closing Date”"). Payment for the Trust Preferred Securities purchased by the Underwriters shall be made to the Trust by wire transfer of immediately available funds, against delivery for the respective accounts of the Underwriters of certificates for the Trust Preferred Securities. Certificates for the Trust Preferred Securities shall be in definitive or global form and in such denominations as the Underwriters may request in writing at least one business day before the Closing Date. It is understood that each Underwriter has authorized each of the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Trust Preferred Securities which it has agreed to purchase. The Bonds certificates representing the Trust Preferred Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., Co. pursuant to the DTC Agreement and shall be made available for the respective accounts specified examination by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 12:00 P.M. New York Time on the last business day preceding prior to the Closing Date. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Trust Preferred Securities will be used to purchase Subordinated Debentures of Dominion (which purchase was arranged by the Underwriters), Dominion hereby agrees to pay on the Closing Date at to the place specified Representatives by wire transfer in immediately available funds, for delivery the accounts of the Bonds in Schedule I heretoseveral Underwriters, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse $0.7875 per Trust Preferred Security to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon be delivered hereunder on the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:Date.

Time and Place of Closing. Delivery Deliveries of certificates for the Trust Preferred Securities, and payment therefor by the Representatives for the accounts of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, II or at such other placetime, place and date as the Representatives and the Company may agree upon in writing signed by the Representatives and the Offerors (such time and date as shall be agreed upon in writing by the Issuer of payment and the Representatives. The hour and date of such delivery and payment are being herein called the “"Closing Date”"). Payment for the Trust Preferred Securities purchased by the Underwriters shall be made to the Trust by wire transfer of immediately available funds, against delivery for the respective accounts of the Underwriters of certificates for the Trust Preferred Securities. Certificates for the Trust Preferred Securities shall be in definitive or global form and in such denominations as the Underwriters may request in writing at least one business day before the Closing Date. It is understood that each Underwriter has authorized each of the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Trust Preferred Securities which it has agreed to purchase. The Bonds certificates representing the Trust Preferred Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., Co. pursuant to the DTC Agreement and shall be made available for the respective accounts specified examination by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 12:00 P.M. New York Time on the last business day preceding prior to the Closing Date. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Trust Preferred Securities will be used to purchase Subordinated Debentures of the Company (which purchase was arranged by the Underwriters), the Company hereby agrees to pay on the Closing Date at to the place specified Representatives by wire transfer in immediately available funds, for delivery the accounts of the Bonds in Schedule I heretoseveral Underwriters, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse $0.7875 per Trust Preferred Security to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon be delivered hereunder on the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:Date.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the RepresentativesUnderwriters. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. The Bank of New York Mellon Trust Company, National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesUnderwriters. The Issuer agrees to make the Bonds available to the Representatives Underwriters for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters Underwriter of the default of such Underwriter, and the other Underwriters Underwriter shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Debt ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffice of Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York Time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as ------------------ shall be agreed upon in writing by the Issuer Company and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Debt Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., you for the respective accounts specified by of the Representatives Underwriters in fully registered form in such denominations of $1,000 or any multiple thereof and registered in such names as you shall reasonably request in writing not later than the close of business on the second business day preceding prior to the Closing Date or Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such other time authorized denominations as may be agreed upon by the RepresentativesCompany shall determine. The Issuer Company agrees to make the Bonds Debt Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery office of the Bonds in Schedule I heretoXxxx & Priest LLP, or at such other place as the Issuer may specify00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds that the Debt Securities which such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the Debt Securities which the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, notice then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. Pursuant to Rule 15c6-1(d) of the Exchange Act Regulations, the parties have agreed that the Closing Date will be not less than five business days following the date hereof. The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Indenture Trustee, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against PIES to, and payment ------------------------- therefor by, the Representative for the accounts of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed the Representative and Dominion may agree upon in writing by writing, and subject to the Issuer and the Representativesprovisions of Section 10 hereof. The hour and date of such delivery and payment are herein called the “"First Closing Date”", or the "Closing Date" as the context implies. On the First Closing Date, Dominion, through the facilities of The Bonds Depository Trust Company ("DTC"), shall deliver or cause to be delivered a securities entitlement with respect to the Firm PIES to the Representative for the account of each Underwriter against payment of the purchase price by wire transfer of same-day funds to a bank account designated by Dominion. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm PIES shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Agreement, the option granted in Section 4 may be exercised by written notice being given to Dominion by the Representatives Underwriters. Such notice shall set forth the aggregate number of Option PIES as to which the option is being exercised, the denominations in which the Option PIES are to be issued and the date and time, as determined by the Underwriters, when the Option PIES are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option PIES are delivered are sometimes referred to as the "Second Closing Date" and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a "Closing Date". Delivery of and payment for the Option PIES shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Issuer may specifyUnderwriters and Dominion) at 10:00 A.M., Richmond, Virginia time, on the Second Closing Date. If any Underwriter On the Second Closing Date, Dominion, through the facilities of DTC, shall fail deliver or refuse cause to purchase and pay be delivered a securities entitlement with respect to the Option PIES to the Representative for the aggregate principal amount account of Bonds that such each Underwriter has agreed against payment of the purchase price by wire transfer of same-day funds to purchase a bank account designated by Dominion. Time shall be of the essence, and pay for delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Issuer Option PIES shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery of the Bonds Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffices of Baltimore Gas and Electric Company, on the date and 39 West Lexington Street, Baltimore, Maryland, at the time specified in Schedule I hereto9:00 A.M., or Xxx Xxxx Xxxx Xxxx, xx Xxxxxxxx 00, 0000 xr at such other place, time and date as shall be agreed upon in writing by the Issuer Company and the RepresentativesInitial Purchasers. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Securities sold to QIBs in reliance on Rule 144A will be issued in the form of one or more global notes in fully registered form (the "144A Global Notes"). The Securities sold to non-U.S. persons in offshore transactions in reliance on Regulation S will be issued in the form of one or more global notes in fully registered form (the "Regulation S Global Notes," and together with the 144A Global Notes are referred to herein as the "Global Notes"). The Global Notes shall be delivered on the Closing Date, or on such other date and time as agreed by the Initial Purchasers, the Company, The Depository Trust Company ("DTC") or The Bank of New York, to DTC or to U.S. The Bank National Associationof New York, as custodian for DTC, in fully registered global form registered in the name of Cede CEDE & Co., Co. for the respective accounts specified account of the Initial Purchasers or as directed by the Representatives Initial Purchasers not later than the close of business on the second business day preceding prior to the Closing Date. Certificates representing the Securities sold to Institutional Accredited Investors shall be delivered on the Closing Date to the Initial Purchasers, or such other time as may be agreed upon directed by the RepresentativesInitial Purchasers, in fully registered form in denominations of $100,000 and in integral multiples of $1,000 in excess thereof and registered in such names as the Initial Purchasers shall reasonably request in writing not later than the close of business on the second business day prior to the Closing Date, or, to the extent not so requested, registered in the names of the Initial Purchasers in such authorized denomination as the Company shall determine. The Issuer Company agrees to make the Bonds Securities available to the Representatives Initial Purchasers for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoThe Bank of New York, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder5 Penn Plaza - 13th Floor, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any nonNew York NY 10001-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:1810.

Time and Place of Closing. Delivery of the Series 2004 Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Series 2004 Bonds shall be delivered to DTC or to U.S. The Bank National Associationof New York, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Series 2004 Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Series 2004 Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Series 2004 Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Series 2004 Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer certified or official bank check or checks payable to the Company or pursuant to its order in federal New York Clearing House funds shall be made at the placeoffices of Reid & Priest LLP, on the date and 40 West 57th Street, New York, Xxx York, at the time specified in Schedule I hereto10:00 X.X., or Xxx Xxxx Xxxx, xx , 0000, xx at such other place, time and date as shall be agreed upon in writing by the Issuer Offerors and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., you for the respective accounts specified by of the Representatives Underwriters in fully registered form in such denominations of $ or any multiple thereof and registered in such names as you shall reasonably request in writing not later than the close of business on the [fourth] business day preceding prior to the Closing Date or Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such other time authorized denominations as may be agreed upon by the RepresentativesCompany shall determine. The Issuer Trust agrees to make the Bonds Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery office of the Bonds in Schedule I heretoThe Bank of New York, or at such other place as the Issuer may specify101 Barclay Street, 7th Floor East, New York, New Xxxx. If Xx any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds that the Securities which such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct RulesNASD's Rules of Fair Practice) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds that the Securities which the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Securities against ------------------------- payment of the aggregate purchase price price, plus accumulated dividends or accrued interest, as the case may be, thereon, if any, from the [date of original issuance] to the date of payment for and delivery of the Securities, therefor by wire transfer in federal funds by the Underwriters or on their behalf shall be made at the placeoffices of Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and the RepresentativesUnderwriters or established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesUnderwriters. The Issuer Company agrees to make the Bonds Securities available to the Representatives Underwriters for checking purposes not later than 1:00 P.M. 2:00 P.M., New York Time time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as the Issuer Company may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount [9number] [10principal amount] of Bonds the Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more othersother underwriters, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and are satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, [1 number] [2 principal amount] of the aggregate principal amount of Bonds Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Preferred Trust ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds by the Underwriters or on their behalf shall be made at the placeoffices of Thelen Reid & Priest LLP, on the date and at the time specified in Schedule I hereto40 West 57th Street, or at such other New York, New York, xx 00:00 X.M., New York tixx, xx _______________, xx xx xxxx xxxxr place, time and date as shall be agreed upon in writing by the Issuer Company and the RepresentativesUnderwriters or established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Preferred Trust Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesUnderwriters. The Issuer Trust agrees to make the Bonds Preferred Trust Securities available to the Representatives Underwriters for checking purposes not later than 1:00 P.M. 2:00 P.M., New York Time time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoThelen Reid & Priest LLP, or at 40 West 57th Street, New York, New York, 00000, xx xt such other place as the Issuer may specifyplxxx xx xxx Xxxxx xxx xxxxxxx. If any Xx xxy Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more othersother underwriters, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and are satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Securities, ------------------------- against payment of the aggregate purchase price therefor therefor, plus accrued interest thereon, if any, from the date of original issuance to the date of payment for and delivery of the Securities by wire transfer in federal funds shall be made at the placeoffices of Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York Time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Securities shall be delivered [to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., Co. for the respective accounts specified by the Representatives you not later than the close of business on the business day preceding the Closing Date or Date] [to you for the respective accounts of the several Underwriters, registered in such other time names and in such denominations as may be agreed upon by you shall request in writing not less than one full business day prior to the RepresentativesClosing Date]. The Issuer Company agrees to make the Bonds Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as the Issuer Company may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds the Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds the Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against SPUS to, and payment ------------------------- therefor by, the Representative for the accounts of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed the Representative and Dominion may agree upon in writing by writing, and subject to the Issuer and the Representativesprovisions of Section 10 hereof. The hour and date of such delivery and payment are herein called the “"First Closing Date”", or the "Closing Date" as the context implies. On the First Closing Date, Dominion, through the facilities of The Bonds Depository Trust Company ("DTC"), shall deliver or cause to be delivered a securities entitlement with respect to the Firm SPUS to the Representative for the account of each Underwriter against payment of the purchase price by wire transfer of same-day funds to a bank account designated by Dominion. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm SPUS shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Agreement, the option granted in Section 4 may be exercised by written notice being given to Dominion by the Representatives Underwriters. Such notice shall set forth the aggregate number of Option SPUS as to which the option is being exercised, the denominations in which the Option SPUS are to be issued and the date and time, as determined by the Underwriters, when the Option SPUS are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option SPUS are delivered are sometimes referred to as the "Second Closing Date" and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a "Closing Date". Delivery of and payment for the Option SPUS shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Issuer may specifyUnderwriters and Dominion) at 10:00 A.M., Richmond, Virginia time, on the Second Closing Date. If any Underwriter On the Second Closing Date, Dominion, through the facilities of DTC, shall fail deliver or refuse cause to purchase and pay be delivered a securities entitlement with respect to the Option SPUS to the Representative for the aggregate principal amount account of Bonds that such each Underwriter has agreed against payment of the purchase price by wire transfer of same-day funds to purchase a bank account designated by Dominion. Time shall be of the essence, and pay for delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Issuer Option SPUS shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery Deliveries of certificates for the ------------------------- Capital Securities, and payment therefor by the Representatives for the accounts of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, II or at such other placetime, place and date as the Representatives and Dominion may agree upon in writing signed by the Representatives and the Offerors (such time and date as shall be agreed upon in writing by the Issuer of payment and the Representatives. The hour and date of such delivery and payment are being herein called the “"Closing Date”"). Payment for the Capital Securities purchased by the Underwriters shall be made to the Trust by wire transfer of immediately available funds, against delivery for the respective accounts of the Underwriters of certificates for the Capital Securities. Certificates for the Capital Securities shall be in definitive or global form and in such denominations as the Underwriters may request in writing at least one business day before the Closing Date. It is understood that each Underwriter has authorized each of the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. The Bonds certificates representing the Capital Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., Co. pursuant to the DTC Agreement and shall be made available for the respective accounts specified examination by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 12:00 P.M. New York Time on the last business day preceding prior to the Closing Date. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of Dominion (which purchase was arranged by the Underwriters), Dominion hereby agrees to pay on the Closing Date at to the place specified Representatives by wire transfer in immediately available funds, for delivery the accounts of the Bonds in Schedule I heretoseveral Underwriters, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse $______ per Capital Security to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon be delivered hereunder on the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:Date.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the RepresentativesRepresentative. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. U.S Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Representative not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesRepresentative. The Issuer agrees to make the Bonds available to the Representatives Representative for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters Underwriter of the default of such Underwriter, and the other Underwriters Underwriter shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting UnderwritersUnderwriter, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. .” The Bonds shall be delivered to DTC or to U.S. Bank National Association[_______________], as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 [ ] P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”) (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRANASD’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the such defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds shall be delivered to DTC or to U.S. Bank National AssociationWilmington Trust Company, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds by the Underwriters or on their behalf shall be made at the placeoffice of Thelen Reid & Priest LLP, on the date and 40 West 57th Street, New Xxxx, Xxx York, at the time specified in Schedule I hereto10:00 X.X., Xxx Xxxx Xxxx, xx , -------------- or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede CEDE & Co., for the respective accounts specified by the Representatives you not later than the close of business on the business day preceding prior to the Closing Date or such other date and time not later than the Closing Date as may be agreed upon by the RepresentativesThe Depository Trust Company or The Bank of New York. The Issuer Company agrees to make the Bonds Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery office of the Bonds in Schedule I heretoThelen Reid & Priest LLP, 40 West 57th Street, New York, New York, 10019, or at such other place as the Issuer may specifyxx xxxx xxxxx xxxxx xx xxx Xxxxxxx xxx xxxxxxx. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds the Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds the Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Securities against payment of the aggregate purchase price price, plus [/4/ accumulated contract adjustment payments,] accumulated dividends or accrued interest, as the case may be, thereon, if any, from the [date of original issuance] to the date of payment for and delivery of the Securities, therefor by wire transfer in federal funds [/4/, and against delivery to the Collateral Agent of the Senior Notes constituting a part of the Initial Securities] by the Underwriters or on their behalf shall be made at the placeoffices of Thelen Reid & Priest LLP, on the date and 875 Third Avenue, New York, New York, at the time specified in Schedule I hereto__:00 X.X., or at such other New York time, xx ________ __, 000_, xx xx xxxx xxxer place, time and date as shall be agreed upon in writing by the Issuer Company and the RepresentativesRepresentative or established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Securities shall be issued in the form of one or more global securities in fully registered form (the "Global Securities"). The Global Securities shall be delivered on the Closing Date, or such other date and time as agreed by The Depository Trust Company ("DTC") or The Bank of New York, to DTC or to U.S. The Bank National Associationof New York , as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified of the Underwriters or as otherwise directed by the Representatives Representative in writing not later than the close of business on the second business day preceding prior to the Closing Date or such other time as may be agreed upon by the RepresentativesDate. The Issuer Company agrees to make the Bonds Securities available upon request to the Representatives Representative for checking purposes not later than 1:00 P.M. 2:00 P.M., New York Time time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoThelen Reid & Priest LLP set forth above, or at such other place in Xxx Xxxx Xxty as the Issuer Company may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate [/1,2,4/number] [/3/principal amount amount] of Bonds the Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other non-defaulting Underwriters of the default of such defaulting Underwriter, and the other non-defaulting Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more othersother underwriters, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and are satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate [/1,2,4/number] [/3/principal amount amount] of Bonds the Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the such determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If If, in the event of such a default default, no non-defaulting Underwriter shall give such notice, or the non-defaulting Underwriter or Underwriters shall within such 24 hour period give written notice to the Company that it or they shall not exercise such right, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriter or Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Preferred Securities against payment of the aggregate purchase price therefor by wire transfer certified or official bank check or checks payable to the Company or pursuant to its order in federal New York Clearing House funds shall be made at the placeoffices of Reid & Priest LLP, on the date and 40 West 57th Street, New York, Xxw York, at the time specified in Schedule I hereto10:00 X.X., Xxx Xxxx Xxxx, xx ________________, or at such other place, time and date as shall be agreed upon in writing by the Issuer Offerors and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Preferred Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., you for the respective accounts specified by of the Representatives Underwriters in fully registered form in such denominations of $1,000 or any multiple thereof and registered in such names as you shall reasonably request in writing not later than 10:00 A.M. on the close business day preceding the Closing Date, or, to the extent not so requested, registered in the names of business the respective Underwriters in such authorized denominations as the Company shall determine. The Trust agrees to make the Preferred Securities available to you for checking purposes not later than 2:00 P.M., New York Time, on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery office of the Bonds in Schedule I heretoThe Bank of New York, or at such other place as the Issuer may specify101 Barclay Street, 7th Floor East, New York, New York. If Xx any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds that the Preferred Securities which such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct RulesNASD's Rules of Fair Practice) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds that the Preferred Securities which the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against Shares to, and payment of the aggregate purchase price therefor by wire transfer in federal funds by, you shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed you and Dominion may agree upon in writing by the Issuer and the Representativeswriting. The hour and date of such delivery and payment are herein called the “"First Closing Date”", or the "Closing Date" as the context implies. On the First Closing Date, Dominion, through the facilities of The Bonds Depository Trust Company ("DTC"), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Shares to you against payment of the purchase price by wire transfer of same-day funds to a bank account designated by Dominion. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Purchase Agreement is a further condition of your obligation hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Shares shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Purchase Agreement, the option granted in Section 4 may be exercised by your written notice being given to Dominion. Such notice shall set forth the Representatives aggregate number of Option Shares as to which the option is being exercised, the denominations in which the Option Shares are to be issued and the date and time, as determined by you, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option Shares are delivered are sometimes referred to as the "Second Closing Date" and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a "Closing Date". Delivery of and payment for the Option Shares shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 5 (or at such other place as shall be determined by agreement between you and Dominion) at 10:00 A.M., Richmond, Virginia time, on the Issuer may specifySecond Closing Date. If any Underwriter On the Second Closing Date, Dominion, through the facilities of DTC, shall fail deliver or refuse cause to be delivered a securities entitlement with respect to the Option Shares to you for your account against payment of the purchase price by wire transfer of same-day funds to a bank account designated by Dominion. Time shall be of the essence, and pay for delivery at the aggregate principal amount time and place specified pursuant to this Purchase Agreement is a further condition of Bonds that such Underwriter has agreed to purchase and pay for your obligation hereunder. Upon delivery, the Issuer Option Shares shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery The closing of the Bonds against payment purchase and sale of the aggregate purchase price therefor by wire transfer Interests provided for in federal funds this Agreement (the “Closing”) will take place remotely, via electronic exchange of documents, except for the BOG Share Transfer Agreement which shall be made executed in accordance with Section 1.3(c), on (a) the last Business Day of the calendar month in which the last condition in Article V is satisfied or, to the extent permitted by applicable Law, waived (other than those conditions that by their nature are to be satisfied at the placeClosing (including the condition pursuant to Section 5.1(d)), but subject to the continued fulfillment or, to the extent permitted by applicable Law, waiver of all conditions at the Closing Date) (the date on which such satisfaction or waiver occurs, the “Initial Satisfaction Date”); provided, that if there are less than fifteen (15) Business Days between the Initial Satisfaction Date and the last Business Day of the then current calendar month, the Closing will take place on the date and last Business Day of the following calendar month subject to the continued fulfillment or, to the extent permitted by applicable Law, waiver of all conditions at the time specified in Schedule I heretoClosing Date (the date on which the Closing actually occurs, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”). The Bonds On or promptly following the Initial Satisfaction Date, Sellers shall notify Buyers (i) that all conditions set forth in Section 5.1 and Section 5.2 (other than those that, by their nature, are to be satisfied at the Closing) have been satisfied and (ii) of the actual date of the Closing Date determined pursuant to this Section 1.2 (such notice, the “Closing Date Confirmation”); provided that the Closing Date Confirmation shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not Buyers no later than five (5) Business Days prior to the close Closing Date. The Closing will be effective and legal title to the shares in BOG will be transferred from BOG Sellers to BOG Buyer as of business 24:00:00 hours (end of day) Central European Time, on the business last calendar day preceding of the month during which the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York occurs / 00:00:00 hours (beginning of day) Central European Time on the last business first calendar day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as following calendar month (the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRAEffective Time”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:).

Time and Place of Closing. Default of -------------------------------------- Underwriter. Delivery of the Bonds against and payment therefor by ----------- certified or official bank check or checks, payable to the order of the aggregate purchase price therefor FPL in New York Clearing House or similar next day funds or by wire transfer in federal funds (or in such other manner as may be set forth in the Proposal), shall be made at the placetime, on the date and at place set forth in the time specified in Schedule I heretoProposal, or at such other placetime, time and date or place as shall be agreed upon in writing by the Issuer FPL and the Representatives. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., Representatives for the respective accounts specified of the Underwriters in fully registered form in such authorized denominations and registered in such names as the Representatives may reasonably request in writing not later than 12:30 p.m., New York City time, on the third business day prior to the Closing Date, or to the extent not so requested, registered in the names of the respective Underwriters in such authorized denominations as FPL shall determine. For the purpose of expediting the checking of the Bonds by the Representatives on behalf of the Underwriters, FPL agrees to make such Bonds available to the Representatives for such purpose at the office of Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than the close of business 2:00 p.m., New York City time, on the business day preceding the Closing Date Date, or at such other time and place as may be agreed upon by FPL and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of the Bonds that which such Underwriter has agreed to purchase and pay for hereunderhereunder (otherwise than by reason of any failure on the part of FPL to comply with any of the provisions contained herein), the Issuer non-defaulting Underwriters shall immediately give notice be obligated to take up and pay for (in addition to the other Underwriters respective principal amount of the default Bonds set forth opposite their respective names in Schedule A to the Proposal) the principal amount of the Bonds which such defaulting Underwriter or Underwriters failed to take up and pay for, up to a principal amount thereof equal to, in the case of each such remaining Underwriter, ten percent (10%) of the principal amount of the Bonds set forth opposite the name of such Underwriterremaining Underwriter in said Schedule A to the Proposal, and the other such remaining Underwriters shall have the right right, within 24 hours after the of receipt of such notice notice, either to determine to purchasetake up and pay for (in such proportion as may be agreed upon among them), or to substitute another Underwriter or Underwriters, satisfactory to FPL, to take up and pay for, the remaining principal amount of the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. If any unpurchased Bonds still remain, then FPL shall be entitled to a further period of 24 hours within which to procure one another party or more othersother parties, who are members of the Financial Industry Regulatory Authority (“FINRA”) National Association of Securities Dealers, Inc. (or, if not members of the FINRAsuch Association, who are not eligible for membership in the FINRA said Association and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s said Association's Conduct Rules) and satisfactory to the Issuer, Representatives to purchase, upon purchase such Bonds on the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchaseforth in this agreement. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in In the event of such a default no non-defaulting Underwriter shall give such noticethat, then this Underwriting Agreement may be terminated by within the Issuerrespective prescribed periods, upon like notice given to the non-defaulting UnderwritersUnderwriters notify FPL that they have arranged for the purchase of such Bonds, within a further period or FPL notifies the non-defaulting Underwriters that it has arranged for the purchase of 24 hours. If in such case Bonds, the Issuer shall not elect to terminate this Underwriting Agreement it non-defaulting Underwriters or FPL shall have the right, irrespective right to postpone the Closing Date for a period of not more than three full business days beyond the expiration of the respective prescribed periods in order to effect whatever changes may thus be made necessary in the Registration Statement or the Prospectus or in any other documents or arrangements. In the event that neither the non- defaulting Underwriters nor FPL has arranged for the purchase of such default:Bonds by another party or parties as above provided, then this agreement shall terminate without any liability on the part of FPL or any Underwriter (other than an Underwriter which shall have failed or refused, otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder, to purchase and pay for the Bonds which such Underwriter has agreed to purchase as provided in Section 2 hereof), except as otherwise provided in subsections (c) and (e) of Section 5 hereof.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, date and time and date as shall be agreed upon in writing by the Issuer and the RepresentativesRepresentative. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. The Bank National Associationof New York Mellon, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Representative not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesIssuer and the Representative. The Issuer agrees to make the Bonds available to the Representatives Representative for checking purposes not later than 1:00 P.M. p.m. New York Time City time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, hereto or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 36 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons or entities who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 36 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 36 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Securities against ------------------------- payment of the aggregate purchase price price, plus accumulated dividends or accrued interest, as the case may be, thereon, if any, from the [date of original issuance] to the date of payment for and delivery of the Securities, therefor by wire transfer in federal funds by the Underwriters or on their behalf shall be made at the placeoffices of Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and the RepresentativesUnderwriters or established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesUnderwriters. The Issuer Company agrees to make the Bonds Securities available to the Representatives Underwriters for checking purposes not later than 1:00 P.M. 2:00 P.M., New York Time time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as the Issuer Company may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount [1number] [2principal amount] of Bonds the Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more othersother underwriters, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and are satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, [1 number] [2 principal amount] of the aggregate principal amount of Bonds Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Indenture Trustee, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“"FINRA”") (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s 's Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:: to require each non-defaulting Underwriter to purchase and pay for the respective aggregate principal amount of Bonds that it had agreed to purchase hereunder as hereinabove provided and, in addition, the aggregate principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to an aggregate principal amount of Bonds equal to one-tenth (1/10) of the aggregate principal amount of Bonds that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or to procure one or more persons, reasonably acceptable to the Representatives, who are members of FINRA (or, if not members of FINRA, who are not eligible for membership in FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with FINRA's Conduct Rules), to purchase, upon the terms herein set forth, either all or a part of the aggregate principal amount of Bonds that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Issuer shall exercise its rights under (a) and/or (b) above, the Issuer shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. In the computation of any period of 24 hours referred to in this Section 7, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such period of time. Any action taken by the Issuer or ETI under this Section 7 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Issuer under this Section 7 shall be without any liability on the part of the Issuer, ETI or any non-defaulting Underwriter, except as otherwise provided in Sections 8(a)(ii) and 11 hereof.

Time and Place of Closing. Delivery of the Bonds against and payment of the aggregate purchase price therefor by wire transfer in federal of immediately available funds shall be made at the placeoffices of Reid & Priest LLP, on the date and 40 West 57th Street, New York, Nxx Xork, at the time specified in Schedule I hereto10:00 A.X., Xxx Xxxx xxxx, xx Xxxxx 00, 0000 or at such other place, time and and/or date as shall be agreed the Representative and the Company may agree upon in writing by or as may be established in accordance with the Issuer and the Representativessecond succeeding paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Underwriters only in book- entry form through the facilities of The Depository Trust Company in New York, as custodian New York. The certificate for DTC, the Bonds shall be in the form of one typewritten global bond in fully registered global form form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close as nominee of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesThe Depository Trust Company. The Issuer Company agrees to make the Bonds available to the Representatives Representative for checking purposes not later than 1:00 P.M. 2:30 P.M., New York Time time, on the last business day preceding the Closing Date at such place as may be agreed upon among the place specified for delivery of Representative and the Bonds in Schedule I heretoCompany, or at such other place time and/or date as may be agreed upon among the Issuer may specifyRepresentative and the Company. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds that such Underwriter which it has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters Representative of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are foreign banks, dealers or institutions not eligible for membership in registered under the FINRA Exchange Act and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) NASD's Rules of Fair Practice), and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters the Representative shall give written notice to the Issuer Company of the such determination in that regard within 24 hours after receipt of it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter the Representative shall fail to give such notice, or shall within such 24 hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting UnderwritersRepresentative, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Shares ------------------------- against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffice of Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York Time, on the date and at the time specified in Schedule I hereto, --------- 1998, or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Shares shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form you registered in the name of Cede & Co., for the respective accounts specified by the Representatives such names and in such denominations as you shall reasonably request in writing not later than the close of business on the third business day preceding prior to the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available Date, or, to the Representatives for checking purposes extent not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds so requested, registered in Schedule I hereto, or at such other place as the Issuer may specifyyour name. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds Shares that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Shares Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) Rules and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds Shares that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against Firm Shares to, and payment of the aggregate purchase price therefor by wire transfer in federal funds by, you shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed you and the Company and MLI may agree upon in writing by the Issuer and the Representativeswriting. The hour and date of such delivery and payment are herein called the “First Closing Date” or the “Closing Date”, as the context implies. On the First Closing Date, MLI, through the facilities of The Bonds Depository Trust Company (DTC), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Shares to you against payment of the purchase price by wire transfer of same-day funds to a bank account designated by MLI. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Purchase Agreement is a further condition of your obligation hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Shares shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Purchase Agreement, the option granted in Section 4 may be exercised by your written notice being given to the Representatives Company and to MLI. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the denominations in which the Option Shares are to be issued and the date and time, as determined by you, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the fourth business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option Shares are delivered are sometimes referred to as the “Second Closing Date” and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a “Closing Date”. Delivery of and payment for the Option Shares shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 5 (or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunderbe determined by agreement among you, the Issuer Company and MLI) at 10:00 A.M., Richmond, Virginia time, on the Second Closing Date. On the Second Closing Date, MLI, through the facilities of DTC, shall immediately give notice deliver or cause to be delivered a securities entitlement with respect to the other Underwriters Option Shares to you for your account against payment of the default purchase price by wire transfer of such Underwritersame-day funds to a bank account designated by MLI. Time shall be of the essence, and delivery at the other Underwriters time and place specified pursuant to this Purchase Agreement is a further condition of your obligation hereunder. Upon delivery, the Option Shares shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery of the Bonds against certificate(s) for the Firm Amount and payment therefor by the Representatives for the accounts of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, II or at such other placetime, time place and date as shall be agreed the Representatives and the Company may agree upon in writing by writing, and subject to the Issuer and the Representativesprovisions of Section 10 hereof. The hour and date of such delivery and payment are herein called the “Closing Date”.” On the Closing Date, the Company, through the facilities of The Depository Trust Company (DTC), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Amount to the Representatives for the accounts of each Underwriter against payment of the purchase price by wire transfer of same day funds to a bank account designated by the Company. The Bonds Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Amount shall be registered in the name of Cede & Co., as nominee for DTC. Delivery of the certificate(s) for the respective accounts specified Additional Amount and payment therefor by the Representatives not later than for the close accounts of business on the business day preceding several Underwriters shall be made at the Closing Date time, place and date specified in the written notice described above in Section 4 or such other time times, places and dates as the Representatives and the Company may be agreed agree upon by in writing, and subject to the Representativesprovisions of Section 10 hereof. The Issuer agrees hour and date of any such delivery and payment related to make the Bonds available Additional Amount are herein called an “Additional Closing Date.” On any Additional Closing Date, the Company, through the facilities of DTC, shall deliver or cause to be delivered a securities entitlement with respect to the Additional Amount to the Representatives for checking purposes not later than 1:00 P.M. New York the accounts of each Underwriter against payment of the purchase price by wire transfer of same day funds to a bank account designated by the Company. Time on shall be of the last business day preceding the Closing Date essence, and delivery at the time and place specified for delivery pursuant to this Agreement is a further condition of the Bonds in Schedule I hereto, or at such other place as the Issuer may specifyobligation of each Underwriter hereunder. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunderUpon delivery, the Issuer Additional Amount shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:nominee for DTC.

Time and Place of Closing. Delivery of the Bonds Preferred Trust Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds by the Underwriters or on their behalf shall be made at the placeoffices of Thelen Reid & Priest LLP, on the date and 875 Third Avenue, New York, New York, at the time specified in Schedule I hereto__:00 X.X., or at such New York time, xx _____________, __, 000_ xx xx xxxh other place, time and date as shall be agreed upon in writing by the Issuer Company and the RepresentativesRepresentative or established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Preferred Trust Securities shall be issued in the form of one or more global securities in fully registered form (the "Global Securities"). The Global Securities shall be delivered on the Closing Date, or such other date and time as agreed by The Depository Trust Company ("DTC") or The Bank of New York, to DTC or to U.S. The Bank National Associationof New York , as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified of the Underwriters or as otherwise directed by the Representatives Representative in writing not later than the close of business on the second business day preceding prior to the Closing Date or such other time as may be agreed upon by the RepresentativesDate. The Issuer Trust agrees to make the Bonds Preferred Trust Securities available upon request to the Representatives Representative for checking purposes not later than 1:00 P.M. 2:00 P.M., New York Time time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoThelen Reid & Priest LLP set forth above, or at such other place in Xxx Xxxx Xxty as the Issuer Company may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other non-defaulting Underwriters of the default of such defaulting Underwriter, and the other non-defaulting Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more othersother underwriters, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and are satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the such determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If If, in the event of such a default default, no non-defaulting Underwriter shall give such notice, or the non-defaulting Underwriter or Underwriters shall within such 24 hour period give written notice to the Company that it or they shall not exercise such right, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriter or Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds ------------------------- Preferred Trust Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffices of Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York Time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Preferred Trust Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives you not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesDate. The Issuer Trust agrees to make the Bonds Preferred Trust Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoXxxxxx Xxxx & Priest, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as the Issuer Trust may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to [U.S. Bank National Association], as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Firm Notes against payment of the aggregate purchase price therefor price, plus accrued interest thereon, if any, from the date of original issuance to the date of payment for and delivery of the Notes, by wire transfer in federal funds shall be made at the placeoffice of Thelen Reid & Priest LLP, on the date and at the time specified in Schedule I hereto875 Third Xxxxxx, Xxx York, New York 00000, xx 0:00 X.X., Xxx Xxxx xxxx, xx Xxly 15, 2003, or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and the RepresentativesRepresentative. The hour and date of such delivery and payment are herein called the “"Firm Closing Date”." In addition, if the Initial Purchasers purchase any of the Option Notes, delivery of the Option Notes against payment of the aggregate purchase price therefor by wire transfer in federal funds by the Initial Purchasers or on their behalf shall be made at the offices of Thelen Reid & Priest LLP set forth axxxx, xx xx such other place as shall be agreed upon by the Company and the Representative, on the applicable Option Closing Date as specified in the relevant notice from the Representative to the Company. The Bonds Notes will be issued in the form of one or more global notes in fully registered form (the "Global Notes"). The Global Notes shall be delivered on the Firm Closing Date or any Option Closing Date, as the case may be, or in either case such other date and time as agreed by The Depository Trust Company ("DTC") or The Bank of New York, to DTC or to U.S. The Bank National Associationof New York, as custodian for DTC, in fully registered global form registered in the name of Cede CEDE & Co., CO. for the respective accounts specified account of the Initial Purchasers, or as otherwise directed by the Representatives Representative in writing not later than the close of business on the second business day preceding the prior to such Firm Closing Date or such other time as may be agreed upon by the RepresentativesOption Closing Date. The Issuer Company agrees to make the Bonds Firm Notes or Option Notes, as the case may be, available upon request to the Representatives Representative for checking purposes not later than 1:00 P.M. 2:00 P.M., New York Time time, on the last business day preceding the Firm Closing Date or any Option Closing Date, as the case may be, at the place specified for delivery offices of the Bonds in Schedule I heretoThelen Reid & Priest LLP set forth axxxx, or at xx xx such other place in New York City as the Issuer Company may specify. If any Underwriter Initial Purchaser shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds the Firm Notes or Option Notes, as the case may be, that such Underwriter Initial Purchaser has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters non-defaulting Initial Purchasers of the default of such Underwriterdefaulting Initial Purchaser, and the other Underwriters non-defaulting Initial Purchasers shall have the right within 24 hours after the receipt of such notice to determine to purchase, or or, in the case of the Firm Notes, to procure one or more othersother initial purchasers, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and are satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds the Firm Notes or Option Notes, as the case may be, that the defaulting Underwriter Initial Purchaser had agreed but failed or refused to purchase. If any non-defaulting Underwriter Initial Purchaser or Underwriters shall determine to exercise such right, such Underwriter or Underwriters Initial Purchasers shall give written notice to the Issuer Company of the such determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Firm Closing Date or any Option Closing Date, as the case may be, shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default default, no non-defaulting Underwriter Initial Purchaser shall give such notice, or the non-defaulting Initial Purchasers shall within such 24-hour period give written notice to the Company that they shall not exercise such right, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting UnderwritersInitial Purchasers, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery If the Buyer elects to go forward with acquisition of the Bonds against payment Property and close on the purchase transaction for that purpose, the closing of the aggregate purchase price therefor by wire transfer in federal funds and sale of the Property (the "Closing"), shall be made held at the placeoffices of Rocky Mountain Title Insurance Company, 000 X. Xxxxxxx St., Casper, Wyoming ("Title Company') on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery before expiration of the Bonds in Schedule I heretoDue Diligence Period, or at such other place or on such other date as Buyer and Seller may agree in writing (the Issuer may specify"Closing Date"). If any Underwriter At Closing Seller shall fail or refuse deliver to purchase Buyer two fully executed and pay for notarized recordable Deeds, one conveying the aggregate principal amount claims listed on Exhibit A Part I – Block A, and one conveying the claims listed on Exhibit A Parts II & III – Blocks B & C, each in the form of Bonds that such Underwriter has agreed to purchase Deed attached hereto as Exhibit B, and pay for hereunder, Buyer shall remit payment of the Issuer shall immediately give notice balance of the full Purchase Price to the other Underwriters depository designated by the Seller. Pursuant to Section 6.5 below, Seller shall complete all necessary location and filing requirements for Exhibit A Part II & III – Block B & C Claims and will upon completion, deliver to Buyer a further confirmatory Deed that shall more fully describe said claims with the inclusion of County recording information and Bureau of Land Management serial numbers. Buyer agrees to cooperate with the Seller’s intention to undertake Seller’s side of the default transaction as a 1031 tax deferred exchange by remitting the Purchase Price to Seller’s designated Qualified Intermediary. Seller hereby designates Rocky Mountain Title Insurance Company as its Qualified Intermediary to be its depository to receive remittance of such Underwriter, and the other Underwriters Purchase Price from Buyer. Buyer shall have the right within 24 hours after the receipt of such notice no obligation or liability whatsoever with regard to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRASeller’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:intended 1031 tax deferred exchange.

Time and Place of Closing. Delivery of the Bonds against Firm Shares to, and payment of the aggregate purchase price therefor by wire transfer in federal funds by, you shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed you and the Company may agree upon in writing by the Issuer and the Representativeswriting. The hour and date of such delivery and payment are herein called the “First Closing Date”, or the “Closing Date” as the context implies. On the First Closing Date, the Company, through the facilities of The Bonds Depository Trust Company (DTC), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Shares to you against payment of the purchase price by wire transfer of same-day funds to a bank account designated by the Company. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Purchase Agreement is a further condition of your obligation hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Shares shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Purchase Agreement, the option granted in Section 4 may be exercised by your written notice being given to the Representatives Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the denominations in which the Option Shares are to be issued and the date and time, as determined by you, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option Shares are delivered are sometimes referred to as the “Second Closing Date” and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a “Closing Date”. Delivery of and payment for the Option Shares shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 5 (or at such other place as shall be determined by agreement between you and the Issuer may specifyCompany) at 10:00 A.M., Richmond, Virginia time, on the Second Closing Date. If any Underwriter shall fail or refuse to purchase and pay for On the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunderSecond Closing Date, the Issuer Company, through the facilities of DTC, shall immediately give notice deliver or cause to be delivered a securities entitlement with respect to the other Underwriters Option Shares to you for your account against payment of the default purchase price by wire transfer of such Underwritersame-day funds to a bank account designated by the Company. Time shall be of the essence, and delivery at the other Underwriters time and place specified pursuant to this Purchase Agreement is a further condition of your obligation hereunder. Upon delivery, the Option Shares shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery of and payment for the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds SPUS shall be ------------------------- made at the placeoffice of [LOCATION], at 10:00 A.M., New York City time, on the third full business day following the date and at of this Agreement (unless the sale of the SPUS hereunder has been priced after 4:30 p.m. Eastern time specified on the date of this Agreement, in Schedule I hereto, which case the fourth full business day following the date of this Agreement) or at such other place, time and date or place as shall be agreed determined by agreement between the Underwriter and the Company. This date and time are sometimes referred to as the First Delivery Date. On the First Delivery Date, the Company, through the facilities of The Depository Trust Company (DTC), shall deliver or cause to be delivered a securities entitlement with respect to the Firm SPUS to the Underwriter against payment to or upon in writing the order of the Company of the purchase price by wire transfer of immediately available funds to a bank account designated by the Issuer and the RepresentativesCompany. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Agreement is a further condition of the obligation of the Underwriter hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm SPUS shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Agreement the option granted in Section 2 may be exercised by written notice being given to the Company by the Representatives Underwriter. Such notice shall set forth the aggregate number of Option SPUS as to which the option is being exercised, the names in which the Option SPUS are to be registered, the denominations in which the Option SPUS are to be issued and the date and time, as determined by the Underwriter, when the Option SPUS are to be delivered; PROVIDED, HOWEVER, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the Closing Date or such other time as may be agreed upon by date on which the Representativesoption shall have been exercised. The Issuer agrees date and time the Option SPUS are delivered are sometimes referred to make as the Bonds available Second Delivery Date and the First Delivery Date and the Second Delivery Date are sometimes each referred to as a Delivery Date. Delivery of and payment for the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date Option SPUS shall be made at the place specified for delivery in the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Issuer may specifyUnderwriter and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. If any On the Second Delivery Date, the Company, through the facilities of DTC, shall deliver or cause to be delivered a securities entitlement with respect to the Option SPUS to the Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer of immediately available funds to a bank account designated by the Company. Time shall fail or refuse be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriter hereunder. Upon delivery, the Option SPUS shall be registered in the name of Cede & Co., as nominee of DTC. The Preferred Stock underlying the SPUS will be pledged with the Collateral Agent to secure the holders' obligations to purchase and pay for Common Stock under the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, Purchase Contracts. Such pledge shall be effected by the Issuer shall immediately give notice transfer to the other Underwriters Securities Intermediary of the default of such Underwriter, and Preferred Stock to be pledged to the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership Collateral Agent in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply accordance with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:Pledge Agreement.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. .” The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Indenture Trustee, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”) (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRANASD’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the such defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determinedetermine and subsequently provide notice to the Underwriters immediately thereafter. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the RepresentativesRepresentative. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. U.S Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Representative not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesRepresentative. The Issuer agrees to make the Bonds available to the Representatives Representative for checking purposes not later than 1:00 [●]:[●] P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters Underwriter of the default of such Underwriter, and the other Underwriters Underwriter shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting UnderwritersUnderwriter, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery Deliveries of certificates for the ------------------------- Trust Preferred Securities, and payment therefor by the Representatives for the accounts of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, II or at such other placetime, place and date as the Representatives and the Company may agree upon in writing signed by the Representatives and the Offerors (such time and date as shall be agreed upon in writing by the Issuer of payment and the Representatives. The hour and date of such delivery and payment are being herein called the “"Closing Date”"). Payment for the Trust Preferred Securities purchased by the Underwriters shall be made to the Trust by wire transfer of immediately available funds, against delivery for the respective accounts of the Underwriters of certificates for the Trust Preferred Securities. Certificates for the Trust Preferred Securities shall be in definitive or global form and in such denominations as the Underwriters may request in writing at least one business day before the Closing Date. It is understood that each Underwriter has authorized each of the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Trust Preferred Securities which it has agreed to purchase. The Bonds certificates representing the Trust Preferred Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., Co. pursuant to the DTC Agreement and shall be made available for the respective accounts specified examination by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 12:00 P.M. New York Time on the last business day preceding prior to the Closing Date. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Trust Preferred Securities will be used to purchase Subordinated Debentures of the Company (which purchase was arranged by the Underwriters), the Company hereby agrees to pay on the Closing Date at to the place specified Representatives by wire transfer in immediately available funds, for delivery the accounts of the Bonds in Schedule I heretoseveral Underwriters, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse $0.____ per Trust Preferred Security to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon be delivered hereunder on the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:Date.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:: to require each non-defaulting Underwriter to purchase and pay for the respective aggregate principal amount of Bonds that it had agreed to purchase hereunder as hereinabove provided and, in addition, the aggregate principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to an aggregate principal amount of Bonds equal to one-ninth (1/9) of the aggregate principal amount of Bonds that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or to procure one or more persons, reasonably acceptable to the Representatives, who are members of the FINRA (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules), to purchase, upon the terms herein set forth, either all or a part of the aggregate principal amount of Bonds that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Issuer shall exercise its rights under (a) and/or (b) above, the Issuer shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. In the computation of any period of 24 hours referred to in this Section 7, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such period of time. Any action taken by the Issuer or AEP Texas under this Section 7 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination of this Underwriting Agreement pursuant to Section 7 shall be without any liability on the part of the Issuer, AEP Texas or any non-defaulting Underwriter, except as otherwise provided in Sections 8(a)(vi) and 11 hereof.

Time and Place of Closing. Delivery of the Bonds Preferred Trust ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffices of Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon --------------- in writing by the Issuer Company and the RepresentativesUnderwriters or established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Preferred Trust Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesUnderwriters. The Issuer Trust agrees to make the Bonds Preferred Trust Securities available to the Representatives Underwriters for checking purposes not later than 1:00 P.M. 2:00 P.M., New York Time time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as the Issuer Trust may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more othersother underwriters, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Securities against ------------------------- payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffice of Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York Time, on the date and at the time specified in Schedule I hereto--------- 2000, or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and the Representatives, or established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., Co. for the respective accounts specified by of the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesDate. The Issuer Company agrees to make the Bonds Securities available to the Representatives for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery office of the Bonds in Schedule I heretoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the Issuer Company may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. (a) Delivery of the Bonds against payment shall be made to the Representative for the accounts of the aggregate purchase price respective Underwriters at the offices of Chemical Bank, New York, N.Y., and payment therefor by wire transfer check or checks, payable to the Company or its order in federal funds The City of New York in Federal Reserve Funds or by written evidence satisfactory to Company in other immediately available funds, shall be made at the placeoffices of Winthrop, Stimson, Xxxxxx & Xxxxxxx, One Battery Park Plaza, New York, New York, in each case at 10:00 A.M., New York time, on a date that is three Business Days after the date and at the time specified in Schedule I heretoof this Underwriting Agreement, or at such other place, time and and/or earlier date as shall be agreed the Representative and the Company may agree upon in writing by the Issuer and the Representativeswriting. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., Representative at the Closing Date for the respective accounts specified by of the Representatives not later than Underwriters in registered form in such authorized denominations and registered in such names as the close of business on the business day preceding Representative may reasonably request in writing at least three Business Days (as defined below) prior to the Closing Date or Date, or, to the extent not so requested, in the names of the respective Underwriters in such other time denominations as may be agreed upon by the RepresentativesCompany shall determine. The Issuer Company agrees to make the Bonds available to the Representatives Representative for checking purposes not later than 1:00 P.M. 2:30 P.M., New York Time time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoChemical Bank, New York, New York, or at such other place place, time and/or date as may be agreed upon between the Issuer may specifyCompany and the Representative. If the Representative shall request that any Bond be registered in a name other than that of an Underwriter, such Underwriter shall fail or refuse to purchase pay the transfer taxes resulting from such issuance. "Business Day" shall mean any day on which the Commission and pay for the aggregate principal amount banks in The City of Bonds that such Underwriter has New York are open. had agreed to purchase and pay for hereunderpurchase, the Issuer Company shall immediately give notice to notify the other Underwriters of the default of such UnderwriterRepresentative, and the other Underwriters shall have the right Representative may, within 24 hours of receipt of such notice, procure some other responsible party or parties satisfactory to the Company, to purchase or agree to purchase such Bonds on the terms herein set forth; and, if the Representative shall fail to procure a satisfactory party or parties to purchase or agree to purchase such Bonds on such terms within such period after the receipt of such notice notice, then the Company shall be entitled to determine to purchase, or an additional period of 24 hours within which to procure one another party or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who parties to purchase or agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon purchase such Bonds on the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchaseforth in this Underwriting Agreement. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of In any such defaultcase, and thereupon either the Representative or the Company shall have the right to postpone the Closing Date for a period not to exceed three full Business Days from the date determined as provided in this Section 6(b), in order that the necessary changes in the Registration Statement and the Prospectus and any other documents and arrangements may be effected. If the Representative and the Company shall be postponed for such period, not exceeding three business daysfail to procure a satisfactory party or parties, as the Issuer shall determine. If in the event of above provided, to purchase or agree to purchase such a default no non-defaulting Underwriter shall give such noticeBonds, then this Underwriting Agreement may shall terminate. In the event of any such termination, the Company shall not be terminated by the Issuer, upon like notice given under any liability to any Underwriter (except to the non-defaulting Underwritersextent, within a further period if any, provided in Section 7(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase Bonds without some reason sufficient to justify, in accordance with the terms of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it Agreement, its termination of its obligations under this Underwriting Agreement) be under any liability to the Company. Nothing contained in this Section 6(b) shall have release any defaulting Underwriter from its liability to the right, irrespective of such default:Company for damages occasioned by its default under this Underwriting Agreement.

Time and Place of Closing. Delivery of the Bonds against certificate(s) for the Senior Notes and payment therefor by the Representatives for the accounts of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, II or at such other placetime, time place and date as shall be agreed the Representatives and the Company may agree upon in writing by writing, and subject to the Issuer and the Representativesprovisions of Section 10 hereof. The hour and date of such delivery and payment are herein called the “First Closing Date”” or the “Closing Date” as the context implies. On the First Closing Date, the Company, through the facilities of The Bonds Depository Trust Company (DTC), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Senior Notes to the Representatives for the accounts of each Underwriter against payment of the purchase price by wire transfer of same-day funds to a bank account designated by the Company. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Senior Notes shall be registered in the name of Cede CEDE & Co., as nominee for the respective accounts specified DTC. The option granted in Section 4 may be exercised by the Representatives Underwriters giving written notice to the Company of their election to exercise the option and completing the purchase of the Option Senior Notes within 13 days after the First Closing Date (counting the First Closing Date as the first such day). Such notice shall set forth the principal amount of Option Senior Notes as to which the option is being exercised, the denominations in which the Option Senior Notes are to be issued and the date and time, as determined by the Underwriters, when the Option Senior Notes are to be delivered; provided, however, that this date and time shall not later be earlier than the close of business on First Closing Date nor earlier than the business day preceding after the date on which the option shall have been exercised. The date and time the Option Senior Notes are delivered are sometimes referred to herein as the “Second Closing Date” and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a “Closing Date”. Delivery of and payment for the Option Senior Notes shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Issuer may specifyUnderwriters and the Company) at 10:00 a.m., Richmond, Virginia, time on the Second Closing Date. If any Underwriter On the Second Closing Date, the Company through the facilities of DTC, shall fail deliver or refuse cause to purchase and pay be delivered a securities entitlement with respect to the Option Senior Notes to the Representatives for the aggregate principal amount accounts of Bonds that such each Underwriter has agreed against payment of the purchase price by wire transfer of same-day funds to purchase a bank account designated by the Company. Time shall be of the essence, and pay for delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Issuer Option Senior Notes shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCEDE & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery The closing (the "Closing") of the Bonds against payment transactions contemplated hereby shall take place at the offices of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A. on the aggregate purchase price therefor by wire transfer in federal funds earlier to occur of (a) May 4, 1998 or (b) the first day of Buyer's fiscal month immediately following the fiscal month during which it shall be made determined (as provided below) that Xxxxx Pre-tax Income for any consecutive three-month period shall be at the placeleast $200,000 (with no month during any such period having negative Pre- tax Income), or on the such other date and at the time specified in Schedule I hereto, or at such other place, time and date or place as shall be agreed mutually satisfactory to the parties hereto (the "Closing Date"); provided, however, that if there shall be less than 10 days between such determination of Pre-tax Income and the first day of Buyer's next fiscal month, Closing shall not occur until the first day of the second fiscal month of Buyer following such determination of Pre-tax Income. Such Xxxxx Pre-tax Income shall be computed on the basis of financial statements prepared by Seller in accordance with Generally Accepted Accounting Principles. It shall be Seller's obligation to notify Buyer of Seller reaching such level of profitability, and Seller shall deliver to the Shareholders a schedule prepared by Seller setting forth the computation of Xxxxx Pre-tax Income for any such three-month period, along with copies of such backup documentation and such financial information as is reasonable to inform Buyer of the information and calculations used in making such computation. Seller's computation of such Xxxxx Pre-tax Income shall be conclusive and binding upon the parties hereto unless, within 15 days following Seller's delivery of such schedule to Buyer, Buyer notifies Seller in writing by the Issuer that it disagrees with Seller's computation of Xxxxx Pre-tax Income for such three-month period. If such disagreement is not resolved within ten days after Seller's receipt of any such notice, Buyer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds Seller shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date request Xxxxxx Xxxxxxxx LLP or such other time national firm of independent certified public accountants mutually agreeable to them to compute the amount of Xxxxx Pre-tax Income for any such three-month period and resolve any other objection as may promptly as possible, which computation and resolution shall be agreed conclusive and binding upon by the Representativesparties hereto. The Issuer agrees to make Buyer and Seller shall each pay one-half of the Bonds available expenses and fees of such accounting firm relating to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default resolution of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:disagreement.

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. Pursuant to Rule 15c6-1(d) of the Exchange Act Regulations, the parties have agreed that the Closing Date will be not less than five business days following the date hereof. The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Indenture Trustee, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter the Underwriters shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has the Underwriters have agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case Any action taken by the Issuer or EAI under this Section 7 shall not elect to terminate relieve the Underwriters from liability in respect of any default of the Underwriters under this Underwriting Agreement it Agreement. Termination by the Issuer under this Section 7 shall have be without any liability on the rightpart of the Issuer or EAI, irrespective of such default:except as otherwise provided in Sections 8(a)(ii) and 11 hereof.

Time and Place of Closing. Delivery of the Bonds Debt ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer certified or official bank check or checks payable to the Company or its order in federal funds shall be made at the placeoffice of Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York Time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer Company and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Debt Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., you for the respective accounts specified by of the Representatives Underwriters in fully registered form in such denominations of $1,000 or any multiple thereof and registered in such names as you shall reasonably request in writing not later than the close of business on the second business day preceding prior to the Closing Date or Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such other time authorized denominations as may be agreed upon by the RepresentativesCompany shall determine. The Issuer Company agrees to make the Bonds Debt Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery office of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds that the Debt Securities which such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct RulesNASD's Rules of Fair Practice) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the Debt Securities which the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, notice then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Series 2003 Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Series 2003 Bonds shall be delivered to DTC or to U.S. The Bank National Associationof New York, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Series 2003 Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Series 2003 Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Series 2003 Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Series 2003 Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. Pursuant to Rule 15c6-1(d) of the Exchange Act Regulations, the parties have agreed that the Closing Date will be not less than six business days following the date hereof. The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Indenture Trustee, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Preferred Trust ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffices of Thelen Reid & Priest LLP, on the date and at the time specified in Schedule I hereto40 West 57th Street, or at such other New York, New York, ax 00:00 X.X., New York Timx, xx , xx xx xxxx xther place, time and date as shall be agreed ------------------- upon in writing by the Issuer Company and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Preferred Trust Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives you not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesDate. The Issuer Trust agrees to make the Bonds Preferred Trust Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoThelen Reid & Priest, or at such 40 West 57th Street, New York, New York, 10019, xx xx xxxh other place as the Issuer may specifyplaxx xx xxx Xxxxx xxx xxxxxxx. If any Xx xxx Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. The Bonds shall be delivered to DTC or to U.S. The Bank National Associationof New York Mellon, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Issuer and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes their review not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately promptly give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such noticedefault, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 36 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against and payment of the aggregate purchase price therefor by wire transfer in federal of immediately available funds shall be made at the placeoffices of Thelen Reid & Priest LLP, on the date and 40 West 57th Street, Nex Xxxx, Xxw York, at the time specified in Schedule I hereto10:00 X.X., Xxx Xxxx xxxx, xx Xxxxx 00, 000000, 1998 or at such other place, time and and/or date as shall be agreed the Representative and the Company may agree upon in writing by or as may be established in accordance with the Issuer and the Representativessecond succeeding paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds shall be delivered to DTC or to U.S. Bank National Associationthe Underwriters only in book- entry form through the facilities of The Depository Trust Company in New York, as custodian New York. The certificate for DTC, the Bonds shall be in the form of one typewritten global bond in fully registered global form form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close as nominee of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesThe Depository Trust Company. The Issuer Company agrees to make the Bonds available to the Representatives Representative for checking purposes not later than 1:00 P.M. 2:30 P.M., New York Time time, on the last business day preceding the Closing Date at such place as may be agreed upon among the place specified for delivery of Representative and the Bonds in Schedule I heretoCompany, or at such other place time and/or date as may be agreed upon among the Issuer may specifyRepresentative and the Company. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal amount of Bonds that such Underwriter which it has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters Representative of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are foreign banks, dealers or institutions not eligible for membership in registered under the FINRA Exchange Act and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) NASD's Rules of Fair Practice), and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters the Representative shall give written notice to the Issuer Company of the such determination in that regard within 24 hours after receipt of it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter the Representative shall fail to give such notice, or shall within such 24 hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting UnderwritersRepresentative, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement Agreement, it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery Deliveries of certificates for the Initial Trust Preferred Securities, and payment therefor by the Representatives for the accounts of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, II or at such other placetime, time place and date as shall be agreed the Representatives and the Company may agree upon in writing signed by the Issuer Representatives and the RepresentativesOfferors (the First Closing Date). The hour date and date of such delivery time the Option Trust Preferred Securities are delivered and payment paid for are herein called sometimes referred to as the “Second Closing Date”, and the First Closing Date and the Second Closing Date are sometimes each referred to as a “Closing Date”. The Bonds Payment for the Trust Preferred Securities purchased by the Underwriters shall be delivered made to DTC the Trust by wire transfer of immediately available funds, against delivery for the respective accounts of the Underwriters of certificates for the Trust Preferred Securities. Certificates for the Trust Preferred Securities shall be in definitive or to U.S. Bank National Association, as custodian for DTC, in fully registered global form and in such denominations as the Underwriters may request in writing at least one business day before any Closing Date. It is understood that each Underwriter has authorized each of the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Trust Preferred Securities which it has agreed to purchase. The certificates representing the Trust Preferred Securities shall be registered in the name of Cede & Co., Co. pursuant to the DTC Agreement and shall be made available for the respective accounts specified examination by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 12:00 P.M. New York Time on the last business day preceding prior to any Closing Date. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Trust Preferred Securities will be used to purchase Subordinated Notes of the Company (which purchase was arranged by the Underwriters), the Company hereby agrees to pay on any Closing Date at to the place specified Representatives by wire transfer in immediately available funds, for delivery the accounts of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting several Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect $0.7875 per Trust Preferred Security to terminate this Underwriting Agreement it shall have the right, irrespective of such default:be delivered hereunder on that Closing Date.

Time and Place of Closing. Delivery of the Bonds against Firm Shares to, and payment of therefor by, the aggregate purchase price therefor by wire transfer in federal funds Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed the Representatives and the Company may agree upon in writing by the Issuer and the Representativeswriting. The hour and date of such delivery and payment are herein called the “"First Closing Date”" or the "Closing Date", as the context implies. On the First Closing Date, the Company, through the facilities of The Bonds Depository Trust Company ("DTC"), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Shares to the Underwriters against payment of the purchase price by wire transfer of same-day funds to a bank account designated by the Company. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Agreement is a further condition of the Underwriters' obligation hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Shares shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Agreement, the option granted in Section 2 may be exercised by the Representatives Underwriters' written notice being given to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Underwriters, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the fourth business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option Shares are delivered are sometimes referred to as the "Second Closing Date" and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a "Closing Date". Delivery of and payment for the Option Shares shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 3 (or at such other place as shall be determined by agreement among the Issuer may specifyUnderwriters and the Company) at 10:00 A.M., New York City time, on the Second Closing Date. If any Underwriter shall fail or refuse to purchase and pay for On the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunderSecond Closing Date, the Issuer Company, through the facilities of DTC, shall immediately give notice deliver or cause to be delivered a securities entitlement with respect to the other Option Shares to the Underwriters for their accounts against payment of the default purchase price by wire transfer of such Underwritersame-day funds to a bank account designated by the Company. Time shall be of the essence, and delivery at the other Underwriters shall have the right within 24 hours after the receipt of such notice time and place specified pursuant to determine to purchase, or to procure one or more others, who are members this Agreement is a further condition of the Financial Industry Regulatory Authority (“FINRA”) (orUnderwriters' obligation hereunder. Upon delivery, if not members of the FINRA, who are not eligible for membership Option Shares shall be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery of the Bonds against Equity Income Securities ------------------------- to, and payment of the aggregate purchase price therefor by wire transfer in federal funds by, you shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed you and Dominion may agree upon in writing by the Issuer and the Representativeswriting. The hour and date of such delivery and payment are herein called the “"First Closing Date”", or the "Closing Date" as the context implies. On the First Closing Date, Dominion, through the facilities of The Bonds Depository Trust Company ("DTC"), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Equity Income Securities to you against payment of the purchase price by wire transfer of same-day funds to a bank account designated by Dominion. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Purchase Agreement is a further condition of your obligation hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Equity Income Securities shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Purchase Agreement, the option granted in Section 4 may be exercised by your written notice being given to Dominion. Such notice shall set forth the Representatives aggregate number of Option Equity Income Securities as to which the option is being exercised, the denominations in which the Option Equity Income Securities are to be issued and the date and time, as determined by you, when the Option Equity Income Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option Equity Income Securities are delivered are sometimes referred to as the "Second Closing Date" and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a "Closing Date". Delivery of and payment for the Option Equity Income Securities shall be made at the place specified for delivery pursuant to the first sentence of the Bonds in Schedule I hereto, first paragraph of this Section 5 (or at such other place as shall be determined by agreement between you and Dominion) at 10:00 A.M., Richmond, Virginia time, on the Issuer may specifySecond Closing Date. If any Underwriter On the Second Closing Date, Dominion, through the facilities of DTC, shall fail deliver or refuse cause to be delivered a securities entitlement with respect to the Option Equity Income Securities to you for your account against payment of the purchase price by wire transfer of same-day funds to a bank account designated by Dominion. Time shall be of the essence, and pay for delivery at the aggregate principal amount time and place specified pursuant to this Purchase Agreement is a further condition of Bonds that such Underwriter has agreed to purchase and pay for your obligation hereunder. Upon delivery, the Issuer Option Shares shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery of the Bonds Preferred Trust ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffices of Xxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon --------------- in writing by the Issuer Company and the RepresentativesUnderwriters or established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Preferred Trust Securities shall be delivered to DTC The Depository Trust Company or to U.S. The Bank National Associationof New York, as custodian for DTCThe Depository Trust Company, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the RepresentativesUnderwriters. The Issuer Trust agrees to make the Bonds Preferred Trust Securities available to the Representatives Underwriters for checking purposes not later than 1:00 P.M. 2:00 P.M., New York Time time, on the last business day preceding the Closing Date at the place specified for delivery offices of the Bonds in Schedule I heretoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as the Issuer Trust may specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more othersother underwriters, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s NASD's Conduct Rules) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds the Preferred Trust Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds Debt ------------------------- Securities against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the placeoffice of Reid & Priest LLP, on the date and 40 West 57th Street, New York, New Xxxx, at the time specified in Schedule I hereto10:00 A.M., or at Xxx Xxxx Xxxx, xx _____________, xx xt such other place, time and date as shall be agreed upon in writing by the Issuer Company and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Debt Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., you for the respective accounts specified by of the Representatives Underwriters in fully registered form in such denominations of $1,000 or any multiple thereof and registered in such names as you shall reasonably request in writing not later than the close of business on the second business day preceding prior to the Closing Date or Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such other time authorized denominations as may be agreed upon by the RepresentativesCompany shall determine. The Issuer Company agrees to make the Bonds Debt Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified office of Reid & Priest LLP, 40 West 57th Street, New York, New Xxxx, 10019. Xx xxx Xxxxxxxxxxx xxxxx xxxx xx xxxxxx (otherwise than for delivery some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse its obligations hereunder) to purchase and pay for the aggregate principal amount amount(s) of Bonds the Debt Securities that such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct RulesNASD's Rules of Fair Practice) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal amount amount(s) of Bonds the Debt Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, notice then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:

Time and Place of Closing. Delivery of the Bonds against Shares to, and payment of therefor by, the aggregate purchase price therefor by wire transfer in federal funds Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, or at such other placetime, time place and date as shall be agreed the Representatives and the Company may agree upon in writing by the Issuer and the Representativeswriting. The hour and date of such delivery and payment are herein called the “First Closing Date”, or the “Closing Date” as the context implies. On the First Closing Date, the Company, through the facilities of The Bonds Depository Trust Company (“DTC”), shall deliver or cause to be delivered a securities entitlement with respect to the Firm Shares to the Underwriters against payment of the purchase price by wire transfer of same-day funds to a bank account designated by the Company. Time shall be delivered of the essence, and delivery at the time and place specified pursuant to DTC or to U.S. Bank National Associationthis Agreement is a further condition of the Underwriters’ obligation hereunder. Upon delivery, as custodian for DTC, in fully registered global form the Firm Shares shall be registered in the name of Cede & Co., as nominee for DTC. At any time on or before the respective accounts specified thirtieth day after the date of this Agreement, the option granted in Section 4 may be exercised by the written notice of the Representatives being given to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, the denominations in which the Option Shares are to be issued and the date and time, as determined by the Representatives, when the Option Shares are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the close of business on the fifth business day preceding after the date on which the option shall have been exercised. The date and time the Option Shares are delivered are sometimes referred to as the “Second Closing Date” and the First Closing Date or such other time as may be agreed upon by and the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Second Closing Date are sometimes each referred to as a “Closing Date”. Delivery of and payment for the Option Shares shall be made at the place specified for delivery of the Bonds in Schedule I hereto, II (or at such other place as shall be determined by agreement between you and the Issuer may specifyCompany) at 10:00 A.M., Richmond, Virginia time, on the Second Closing Date. If any Underwriter On the Second Closing Date, the Company, through the facilities of DTC, shall fail deliver or refuse cause to purchase and pay be delivered a securities entitlement with respect to the Option Shares to you for the aggregate principal amount Underwriters’ account against payment of Bonds that such Underwriter has agreed the purchase price by wire transfer of same-day funds to purchase a bank account designated by the Company. Time shall be of the essence, and pay for delivery at the time and place specified pursuant to this Agreement is a further condition of the Underwriters’ obligation hereunder. Upon delivery, the Issuer Option Shares shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership be registered in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount name of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business daysCede & Co., as the Issuer shall determine. If in the event nominee of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:DTC.

Time and Place of Closing. Delivery Deliveries of certificates for the ------------------------- Capital Securities, and payment therefor by the Representatives for the accounts of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds several Underwriters shall be made at the placetime, on the place and date and at the time specified in Schedule I hereto, II or at such other placetime, place and date as the Representatives and Dominion may agree upon in writing signed by the Representatives and the Offerors (such time and date as shall be agreed upon in writing by the Issuer of payment and the Representatives. The hour and date of such delivery and payment are being herein called the “"Closing Date”"). Payment for the Capital Securities purchased by the Underwriters shall be made to the Trust by wire transfer of immediately available funds, against delivery for the respective accounts of the Underwriters of certificates for the Capital Securities. Certificates for the Capital Securities shall be in definitive or global form and in such denominations as the Underwriters may request in writing at least one business day before the Closing Date. It is understood that each Underwriter has authorized each of the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. The Bonds certificates representing the Capital Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., Co. pursuant to the DTC Agreement and shall be made available for the respective accounts specified examination by the Representatives Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 12:00 P.M. New York Time on the last business day preceding prior to the Closing Date. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of Dominion (which purchase was arranged by the Underwriters), Dominion hereby agrees to pay on the Closing Date at to the place specified Representatives by wire transfer in immediately available funds, for delivery the accounts of the Bonds in Schedule I heretoseveral Underwriters, or at such other place as the Issuer may specify. If any Underwriter shall fail or refuse $10.00 per Capital Security to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“FINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon be delivered hereunder on the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, then this Underwriting Agreement may be terminated by the Issuer, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default:Date.

Time and Place of Closing. Delivery of the Bonds ------------------------- Preferred Securities against payment of the aggregate purchase price therefor by wire transfer certified or official bank check or checks payable to the Trust or pursuant to its order in federal New York Clearing House funds shall be made at the placeoffices of Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York Time, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer Offerors and you or established in accordance with the Representativesfollowing paragraph. The hour and date of such delivery and payment are herein called the “"Closing Date”". The Bonds Preferred Securities shall be delivered to DTC or to U.S. Bank National Association, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., you for the respective accounts specified by of the Representatives Underwriters in fully registered form in such denominations of $1,000 or any multiple thereof and registered in such names as you shall reasonably request in writing not later than the close of business on the fourth business day preceding prior to the Closing Date or Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such other time authorized denominations as may be agreed upon by the RepresentativesCompany shall determine. The Issuer Trust agrees to make the Bonds Preferred Securities available to the Representatives you for checking purposes not later than 1:00 P.M. 10:00 A.M., New York Time Time, on the last business day preceding the Closing Date at the place specified for delivery office of the Bonds in Schedule I heretoThe Bank of New York, or at such other place as the Issuer may specify000 Xxxxxxx Xxxxxx, 7th Floor East, New York, New York. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the aggregate principal liquidation preference amount of Bonds that the Preferred Securities which such Underwriter has agreed to purchase and pay for hereunder, the Issuer Company shall immediately give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") (or, if not members of the FINRANASD, who are not eligible for membership in the FINRA NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct RulesNASD's Rules of Fair Practice) and satisfactory to the IssuerCompany, to purchase, upon the terms herein set forth, the aggregate principal liquidation preference amount of Bonds that the Preferred Securities which the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer Company of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer Company shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, notice then this Underwriting Agreement may be terminated by the IssuerCompany, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Issuer Company shall not elect to terminate this Underwriting Agreement it shall have the right, irrespective of such default: