Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Wachovia and the Underwriters. Very truly yours, WACHOVIA CORPORATION By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: Name: Title: SCHEDULE I Title of Designated Securities: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series __], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A] Preferred Stock [, Series __], no-par value] Amount of Securities: Price to Public: $ per Security [, plus accrued dividends, if any, from , ] Purchase Price by Underwriters: $ per Security [, plus accrued dividends, if any, from , ] Specified Funds for Payment of Purchase Price: Immediately available funds by wire Deposit Agreement: [Deposit Agreement, dated as of , , between Wachovia and , as Depositary] Maturity: [ , ] Dividend Rate: [ % per annum] [describe floating rate provisions] Dividend Payment Dates: [ , , and of each year, commencing , ] Regular Record Dates: [ , , and of each year, commencing , ] Repayment Provisions: [Describe repayment provisions, if any] Redemption Provisions: [Describe redemption provisions, if any] Sinking Fund Provisions: [Describe sinking fund provisions, if any] Conversion Provisions: [Describe conversion provisions, if any] Exchange Provisions: [Describe exchange provisions, if any] Other Terms: [Describe additional terms, if any] Additional Comfort Letter Coverage: [Describe additional coverage, if any] Form of Designated Security: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] Closing Date: , at [time] Restricted Period Under Section 5(k) of Underwriting Agreement: [Describe period if other than through Closing Date] Office for Delivery of Designated Securities: [insert address] Office for Payment for Designated Securities: [insert address] Name of Representatives: [insert names] Address for Notices, etc.: [insert address] Selling Restrictions: [insert selling restrictions] SCHEDULE II Underwriters Principal Amount of Securities (as defined on Schedule I) to be Purchased [Underwriters’ names] $ Total $ [SCHEDULE III]
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Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives Wachovia Capital Markets, LLC or Gxxxxxx, Sachs & Co. will be binding upon all the Underwriters. [THE NEXT PAGE IS THE SIGNATURE PAGE] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement between Wachovia among the Trust, the Guarantor and the several Underwriters. Very truly yours, WACHOVIA CORPORATION CAPITAL TRUST III By: WACHOVIA CORPORATION, as Depositor By: /s/ Txxxxx X. Xxxxx Name: Title: The foregoing Agreement is hereby confirmed and accepted WACHOVIA CORPORATION By: /s/ Txxxxx X. Xxxxx Name: Title: Accepted as of the date first above writtenhereof: WACHOVIA CAPITAL MARKETS, LLC GXXXXXX, SXXXX & CO. By: [Representatives] On behalf of the Underwriters set forth in Schedule II WACHOVIA CAPITAL MARKETS, LLC By: /s/ Axx Xxxxxxxxxx Name: Title: By: GXXXXXX, SXXXX & CO. /s/ Gxxxxxx, Sachs & Co. (Gxxxxxx, Sxxxx & Co.) SCHEDULE I Number of Normal WITS to be Underwriters Purchased Wachovia Capital Markets, LLC 1,728,000 Gxxxxxx, Sachs & Co. 760,000 Loop Capital Markets, LLC 6,000 Sxxxxx X. Xxxxxxx & Company, Inc. 6,000 Total 2,500,000 SCHEDULE II Title of Designated Securities: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series __], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A] Preferred Stock [, Series __], no-par value] Amount of Securities: Price to Public5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities (liquidation amount $1,000 per security) of Wachovia Capital Trust III, fully and unconditionally guaranteed by Wachovia Corporation Number of Securities: $ 2,500,000 Initial Public Offering Price: $1,000 per Security [, Normal WITS plus accrued dividendsaccumulated distributions, if any, from , ] the date of original issuance Purchase Price by Underwriters: $ $1,000 per Security [, Normal WITS plus accrued dividendsaccumulated distributions, if any, from , ] the date of original issuance Underwriters’ Compensation: $25 per Normal WITS Specified Funds for Payment of Purchase Price: Immediately available funds by wire Deposit Stated Amount of Trust Common Securities: $1,000,000 Trust Agreement: [Deposit Amended and Restated Trust Agreement, dated as of February 1, 2006, between among Wachovia and Corporation, as Depositary] Maturity: [ Depositor, ] Dividend Rate: [ % per annum] [describe floating rate provisions] Dividend Payment Dates: [ U.S. Bank National Association, as Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee, Jxxxx X. Xxxx and Txxxxx X. Xxxxx, as Administrative Trustees, and the registered holders from time to time of each year, commencing , ] Regular Record Dates: [ , , the WITS and the Trust Common Securities Initial Assets of each year, commencing , ] Repayment Provisions: [Describe repayment provisions, if any] Redemption Provisions: [Describe redemption provisions, if any] Sinking Fund Provisions: [Describe sinking fund provisions, if any] Conversion Provisions: [Describe conversion provisions, if any] Exchange Provisions: [Describe exchange provisions, if any] Other Terms: [Describe additional terms, if any] Additional Comfort Letter Coverage: [Describe additional coverage, if any] Form of Designated Security: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] Closing Date: , at [time] Restricted Period Under Section 5(k) of Underwriting Agreement: [Describe period if other than through Closing Date] Office for Delivery of Designated Securities: [insert address] Office for Payment for Designated Securities: [insert address] Name of Representatives: [insert names] Address for Notices, etc.: [insert address] Selling Restrictions: [insert selling restrictions] SCHEDULE II Underwriters Principal Amount of Securities (as defined on Schedule I) to be Purchased [Underwriters’ names] $ Total $ [SCHEDULE III]Trust:
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Samples: Trust Agreement (Wachovia Corp New)
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Wachovia Fifth Third and the Underwriters. Very truly yours, WACHOVIA CORPORATION By: FIFTH THIRD BANCORP /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II III BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Principal CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx XxXxxxxxx Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Xxxxx & Co.) SCHEDULE I Title TITLE OF FLOATING RATE SECURITIES: Floating Rate Subordinated Notes due 2016 AGGREGATE PRINCIPAL AMOUNT: $250,000,000 DENOMINATIONS: $5,000 and integral multiples of Designated $1,000 in excess thereof PRICE TO PUBLIC: 100% of the principal amount of the Floating Rate Subordinated Notes (the “Floating Rate Securities: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series __], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A] Preferred Stock [, Series __], no-par value] Amount of Securities: Price to Public: $ per Security [”), plus accrued dividendsinterest, if any, from December 20, ] Purchase Price by Underwriters2006 PURCHASE PRICE BY UNDERWRITERS: $ per Security [99.55% of the principal amount of the Floating Rate Securities, plus accrued dividendsinterest, if any, from December 20, ] Specified Funds for Payment of Purchase Price2006 SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire Deposit AgreementINDENTURE: [Deposit Agreement, Indenture dated as of May 23, 2003 and First Supplemental Indenture to be dated as of December 20, 2006, between Wachovia Fifth Third and Wilmington Trust Company, as Depositary] MaturityTrustee MATURITY: [ December 20, ] Dividend Rate2016 INTEREST RATE BASIS: [ LIBOR INDEX MATURITY: Three-months SPREAD: 0.42% per annum] [describe floating annum INITIAL BASE RATE: Three month LIBOR rate provisions] Dividend Payment Dateson December 18, 2006 DATE INTEREST STARTS ACCRUING: [ December 20, 2006 INTEREST PAYMENT DATES: March 20, June 20, September 20 and December 20 of each year, commencing March 20, ] Regular Record Dates2007 INTEREST RESET DATES: [ March 20, June 20, September 20 and December 20 of each year, commencing March 20, ] Repayment Provisions: [Describe repayment provisions, if any] Redemption Provisions: [Describe redemption provisions, if any] Sinking Fund Provisions: [Describe sinking fund provisions, if any] Conversion Provisions: [Describe conversion provisions, if any] Exchange Provisions: [Describe exchange provisions, if any] Other Terms: [Describe additional terms, if any] Additional Comfort Letter Coverage: [Describe additional coverage, if any] Form of Designated Security: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] Closing Date: , at [time] Restricted Period Under Section 5(k) of Underwriting Agreement: [Describe period if other than through Closing Date] Office for Delivery of Designated Securities: [insert address] Office for Payment for Designated Securities: [insert address] Name of Representatives: [insert names] Address for Notices, etc.: [insert address] Selling Restrictions: [insert selling restrictions] SCHEDULE II Underwriters Principal Amount of Securities (as defined on Schedule I) to be Purchased [Underwriters’ names] $ Total $ [SCHEDULE III]2007 INTEREST DETERMINATION DATES:
Appears in 1 contract
Samples: Fifth Third Bancorp
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Wachovia and the Underwriters. Very truly yours, WACHOVIA CORPORATION By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: Name: Title: SCHEDULE I Title of Designated Securities: [Common Stock, par value $3.33 1/3 per share[ %] [[Class A] Preferred Stock [, Series __], no-par valueSenior] [Depositary SharesSubordinated]] [[Debentures] [Notes]] Due , each representing a [Fraction] Interest in a Share of [Class A] Preferred Stock [, Series __], no-par value] Amount of SecuritiesAggregate Principal Amount: $ Price to Public: $ per Security % of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from , ] ]. Purchase Price by Underwriters: $ per Security % of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from , ] ]. Specified Funds for Payment of Purchase Price: Immediately available funds by wire Deposit Agreementwire. Indenture: [Deposit AgreementIndenture, dated as of , , between Wachovia and , as Depositary[Successor] Trustee, as amended. Maturity: [ , ] Dividend Interest Rate: [ % per annum] [describe floating rate provisions] Dividend Interest Payment Dates: [ , , and of each year, commencing , ] Regular Record Dates: [ , , and of each year, commencing , ] Repayment Provisions: [Describe repayment provisions, if any] Redemption Provisions: [Describe redemption provisions, if any] Sinking Fund Provisions: [Describe sinking fund provisions, if any] Conversion Provisions: [Describe conversion provisions, if any] Exchange Provisions: [Describe exchange provisions, if any] Other Terms: [Describe additional terms, if any] Additional Comfort Letter Coverage: [Describe additional coverage, if any] Form of Designated Security: [[Global] [Certificated] [in denominations as set forth in the Prospectus Supplement]] Supplement Closing Date: , at [time] Restricted Period Under Section 5(k5(A)(g) of Underwriting Agreement: [Describe period if other than through Closing Date] Office for Delivery of Designated Securities: [insert address] Office for Payment for Designated Securities: [insert address] Name of Representatives: [insert names] Address for Notices, etc.: [insert address] Selling Restrictions: [insert Insert selling restrictions] Free Writing Prospectuses Not Included in the Pricing Disclosure Package: [Identify applicable free writing prospectuses.] SCHEDULE II Underwriters Principal Amount of Securities (as defined on Schedule I) to be Purchased [Underwriters’ names[ ] $ Total $ [SCHEDULE III]$
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