Common use of Covenants of the Offerors Clause in Contracts

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the Underwriter as follows: (a) The Offerors will notify the Underwriter promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants agree with the each Underwriter as follows: (a) Promptly following the execution of this Agreement, the Offerors will cause the Prospectus to be filed with the Commission pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriters when such filing has been made. The Offerors will comply with the requirements of Rule 430A and will notify the Underwriter promptlyRepresentatives immediately, and confirm the notice in writing, of (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (v) the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities under state securities or blue sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is is, issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from either the prospectus on file at included in the Commission Registration Statement at the time it became effective or to the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations)Prospectus, or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and will furnish the Underwriter Underwriters with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of the Pricing Agreement, the Offerors will promptly prepare a supplement to the Prospectus to reflect the terms of the Preferred Securities and the terms of the offering contemplated by this Agreement and the Pricing Agreement. The Offerors will file such Prospectus as so supplemented pursuant to Rule 424(b) under the Act within the time periods provided by such Rule and Rule 430A(a)(3) under the Act. (c) The Offerors will deliver to the Underwriter Representatives and counsel for the Underwriters, without charge, as many signed conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) ), executed signature pages thereof and signed copies of all consents and certificates of experts as the Underwriter Representatives may reasonably request and will also deliver to request. If applicable, the Underwriter a conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for furnished to the Underwriter.Underwriters will be identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Offerors will deliver to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter may reasonably request, and the Offerors hereby consent to the use of such copies for purposes permitted by the 1933 Act. The Offerors will furnish to the each Underwriter, from time to time without charge, during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. If applicable, the purposes contemplated by Prospectus and any amendments or supplements thereto furnished to the 1933 Act or Underwriters will be identical in all material respects to the respective applicable rules and regulations of electronically transmitted copies thereof filed with the Commission thereunder.pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If The Offerors will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement and the Prospectus. If, at any time when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Capital Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Offerors, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus as then amended or supplemented in order that the Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary necessary, in the opinion of either such counsel, to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such untrue statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable Underwriters, without charge, such number of copies of such amendment or supplementsupplement as the Underwriters may reasonably request. (f) The Offerors will endeavorCompany will, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions on behalf of the United States Trust, timely file such reports pursuant to the 1934 Act as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated are necessary in order to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter securityholders as soon as practicable, but not later than 90 days after the close of the period covered thereby, practicable an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following after the "Effective Dateeffective date" (as defined in Rule 158(c) under 158 of the Act1933 Act Regulations) of the Registration StatementStatement and ending not later than 15 months thereafter, which will that shall satisfy the provisions of Section 11(a) of the 1933 Act and said Rule 158. (g) The Offerors will use their best efforts to effect the listing of the Preferred Securities (including the Preferred Securities Guarantee) on the New York Stock Exchange and to cause the Securities to be registered under the 1934 Act. If the Preferred Securities are exchanged for Subordinated Debt Securities, the Company will use its best efforts to effect the listing of the Subordinated Debt Securities on the exchange on which the Preferred Securities were then listed and to cause the Subordinated Debt Securities to be registered under the 1934 Act. (h) During a period of 90 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any agreement to sell, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or the Subordinated Debt Securities or any subordinated debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities. (i) The Offerors will use the net proceeds received by them from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds." (j) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Offerors Not later than the Closing Date, the Company will notify deliver to the Underwriter promptly, and confirm the notice in writing, (i) of the effectiveness Representatives a copy of the Registration Statement in the form that it became effective or a conformed copy thereof, certified by an officer of the Company to be in such form. (b) The Company will deliver to the Underwriters as many copies of the Prospectus (and any amendment thereto amendments or supplements thereto) as the Underwriters may reasonably request. (including any post-effective amendment)c) The Company will cause the Prospectus to be filed with, (iior transmitted for filing to, the Commission pursuant to and in compliance with Rule 424(b) and will advise the Representatives promptly of the receipt issuance of any comments from stop order under the Commission, (iii) of any request by the Commission for any amendment Securities Act with respect to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation institution of any proceedings for that purposetherefor of which either of the Offerors shall have received notice. The Each of the Offerors will make every reasonable effort use its best efforts to prevent the issuance of any such stop order and, and to secure the prompt removal thereof if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from During such period of time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for Underwriters are required by law to deliver a prospectus after this Underwriting Agreement has become effective, if any event relating to or affecting the purposes contemplated by the 1933 Act Company or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital SecuritiesTrust, any event shall occur as a result or of which the Company or the Trust shall be advised by the Representatives in writing, shall occur which in the opinion of the Company should be set forth in a supplement or amendment to the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser of the Preferred Securities, the Company will amend or supplement the Prospectus so that, as then amended supplemented or supplemented amended, it will include not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement when the Prospectus in order is delivered to comply with a purchaser, not misleading. Unless such event relates solely to the requirements activities of the 1933 Act or Underwriters (in which case the 1933 Act Regulations, Underwriters shall assume the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number expense of copies of preparing any such amendment or supplement), the expenses of complying with this Section 6(d) shall be borne by the Company until the expiration of nine months from the time of effectiveness of this Underwriting Agreement, and such expenses shall be borne by the Underwriters thereafter. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (ge) The Company will will, on behalf of the Trust, make generally available to its the Trust's security holders and to the Underwriter holders, as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings earning statement (which need not be audited) covering a period of at least twelve months beginning after the "effective date of the Company registration statement" within the meaning of Rule 158 under the Securities Act, which earning statement shall be in such form, and its subsidiariesbe made generally available to security holders in such a manner, covering an applicable period beginning not later than as to meet the first day requirements of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions last paragraph of Section 11(a) of the 1933 Securities Act and Rule 158 under the Securities Act. (f) At any time within six months of the date hereof, the Offerors will furnish such proper information as may be lawfully required, and will otherwise cooperate in qualifying the Preferred Securities and the Debentures for offer and sale, under the blue sky laws of such jurisdictions as the Representatives may reasonably designate, provided that the Offerors shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Offerors to be unduly burdensome. (g) The Company will, except as herein provided, pay all fees, expenses and taxes incident to the performance of each Offeror's obligations under this Underwriting Agreement including, but not limited to, (i) the preparation and filing of the Registration Statement and any post-effective amendment thereto, (ii) the printing, issuance and delivery of the certificates for the Preferred Securities to the Underwriters, (iii) legal counsel relating to the qualification of the Preferred Securities and the Debentures under the blue sky laws of various jurisdictions, in an amount not to exceed $6,000, (iv) the printing and delivery to the Underwriters of reasonable quantities of copies of the Registration Statement, the preliminary (or any supplemental) blue sky survey, any Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (d) of this Section 6, (v) the rating of the Preferred Securities and the Debentures by one or more nationally recognized statistical rating agencies, (vi) filings or other notices (if any) with or to, as the case may be, the National Association of Securities Dealers, Inc. (the "NASD") in connection with its review of the terms of the offering, and (vii) the listing of the Preferred Securities and, if applicable, the Debentures on the New York Stock Exchange (the "NYSE") and the registration thereof under the Exchange Act in accordance with Section 6(i) hereof. Except as provided above, the Company shall not be required to pay any expenses of the Underwriters, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section 7, 8 or 12 hereof, the Company will reimburse the Underwriters for (A) the reasonable fees and expenses of Counsel for the Underwriters, whose fees and expenses the Underwriters agree to pay in any other event, and (B) reasonable out-of-pocket expenses incurred in contemplation of the performance of this Underwriting Agreement. The Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits. (h) Each of the Offerors will not offer, sell, contract to sell or otherwise dispose of any Preferred Securities, any other beneficial interests in the assets of the Trust, or any preferred securities or any other securities of the Trust or the Company that are substantially similar to the Preferred Securities, including any guarantee of such securities, or any securities convertible into or exchangeable for or that represent the right to receive securities, preferred securities or any such substantially similar securities of either the Trust or the Company, except for the Trust Securities and the Guarantee, without the consent of the Representatives until the earlier to occur of (i) thirty (30) days after the Closing Date and (ii) the date of the termination of the trading restrictions on the Preferred Securities, as determined by the Underwriters. The Representatives agree to notify the Offerors of such termination if it occurs prior to the Closing Date. (i) The Offerors will use their best efforts to cause the Preferred Securities to be duly authorized for listing on the NYSE, subject to notice of issuance, and to be registered under the Exchange Act; if the Preferred Securities are exchanged for Debentures, the Company will use its best efforts to have the Debentures listed on the exchange or other organization on which the Preferred Securities were then listed, and to have the Debentures registered under the Exchange Act.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants consent and agree with the each Underwriter as follows: (a) The Offerors will notify the Underwriter promptlyRepresentatives immediately, and confirm the notice in writing, (i) of the effectiveness of the any Rule 462(b) Registration Statement and any amendment thereto (including or any post-effective amendment)amendment to any Registration Statement, (ii) of the transmission to the Commission for filing of the Prospectus, any Rule 462(b) Registration Statement or any amendment to any Registration Statement or amendment or supplement to the Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, (iii) of the receipt of any comments or inquiries from the CommissionCommission relating to any Registration Statement or Prospectus, (iiiiv) of any request by the Commission for any amendment to the any Registration Statement or any amendment or supplement to the Prospectus or for additional information, information and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Representatives with copies of any such amendment to the Registration Statement (including any post-effective amendment and any filing under Rule 462(b)), Term Sheet, amendment, supplement or other document within revision a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file or use any such amendment to the Registration Statement (including any post-effective amendment and any filing under Rule 462(b)), Term Sheet, amendment, supplement or other document or use any such prospectus revision to which the Underwriter Representatives or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver have delivered to the Underwriter as many Representatives one signed copies copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a Representatives as many conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for as the Underwriter.Representatives may reasonably request. The copies of the Registration Statement and each amendment thereto furnished to the Representatives will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (d) The Offerors Company will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder.. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriters, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Offerors will forthwith amend or supplement the Prospectus (in form and substance satisfactory to the Representatives and counsel for the Underwriters) so that, as then so amended or supplemented supplemented, the Prospectus will not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made existing at the time it is delivered to a purchaser, not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulationsmisleading, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Securities, the Capital Securities (Securities, the Guarantees, the Debentures and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Shares for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representatives may designate; provided, however, that none of the Offerors neither Offeror shall be obligated to qualify as a foreign corporation or trust in any jurisdiction in which it is not so qualified. In each jurisdiction in which the foregoing securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required by applicable law. The Offerors will promptly advise the Representatives of the receipt by either of the Offerors of any notification with respect to the suspension of qualification of any of the foregoing securities for sale in any state or jurisdiction or the initiating or threatening of any proceeding for such purpose. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 60 days after the close of the period covered therebythereby (or 120 days in the case of the close of the Company's fiscal year), an earnings statement (which need not be audited) in form complying with the provisions of Rule 158 of the Company and its subsidiaries, 1933 Act Regulations) covering an applicable a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the date of this Agreement. (h) The Company will use the net proceeds received by it from the sale of the Securities and the Debentures in the manner to be specified in the Prospectus under "Effective Date" Use of Proceeds". (as defined in Rule 158(ci) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (j) In accordance with the Cuba Act, if applicable, and without limitation to the provisions of Sections 6 and 7 hereof, the Offerors agree to indemnify and hold harmless the Underwriters from and against any and all loss, liability, claim, damage and expense whatsoever (including fees and disbursements of counsel), as incurred, arising out of any violation by the Offerors of the Cuba Act, if applicable. (k) If, at the time that the Registration Statement became (or in the case of a post-effective amendment becomes) effective, any information shall have been omitted therefrom in reliance upon Rule 430A or Rule 434 of the 1933 Act Regulations, then immediately following the execution of this Agreement, the Offerors will prepare, and file with the Commission in accordance with such Rule 430A or Rule 434 and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospectus or Term Sheet, as the case may be, or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted. (l) If the Offerors elect to rely upon Rule 462(b), the Offerors shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Regulations by the earlier of (i) 10:00 p.m. Eastern time on the date of this Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (m) The Offerors will use their best efforts to effect the listing of the Income PRIDES, the Growth PRIDES and the Shares on the New York Stock Exchange (the "NYSE"). The Offerors will register the Income PRIDES, the Growth PRIDES and the Shares under the 1934 Act. (n) During a period of __ days from the date of this Agreement, neither the Trust nor the Company will, without the prior written consent of Merrxxx Xxxcx, xxrectly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any agreement to sell, any Income PRIDES, Growth PRIDES, Purchase Contracts, Debentures, Capital Securities or Common Stock, or any securities of the Company or any affiliate of the Company similar to the Income PRIDES, Growth PRIDES, Purchase Contracts, Debentures, Capital Securities or Common Stock (collectively, "Similar Securities") or any securities convertible into or exchangeable or exercisable for Income PRIDES, Growth PRIDES, Purchase Contracts, Debentures, Capital Securities or Common Stock or any such Similar Securities, other than (i) to the Underwriters pursuant to this Agreement, (ii) shares of Common Stock or options for shares of Common Stock issued pursuant to or sold in connection with any employee benefit plan, dividend reinvestment plan and stock option and stock purchase plan of the Company and its subsidiaries described in the Registration Statement, which will satisfy (iii) any securities issued pursuant to a merger or acquisition and (iv) the provisions of Section 11(a) of the 1933 Act.Growth

Covenants of the Offerors. Each of the Offerors jointly Trust and severally the Company covenants with the Underwriter Underwriters as follows: (a) The Offerors Trust and the Company will prepare the Prospectus in a form approved by the Underwriters and will file such Prospectus with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. The Trust and the Company will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), and of the filing of the Prospectus pursuant to Rule 424(b), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings proceeding for that such purpose. The Offerors Trust and the Company will make every reasonable effort to prevent the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors Trust and the Company will give deliver to the Underwriter Underwriters notice of their intention to prepare or file or prepare (i) any amendment to the Registration Statement relating to the Preferred Securities (including any post-effective amendment), (ii) or any amendment or supplement to the Prospectus (including documents deemed to be incorporated by reference into the Prospectus and including any revised prospectus which the Offerors Trust and the Company propose for use by the Underwriter Underwriters in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Securities Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Underwriters and counsel for the Underwriters with copies of any such amendment, amendment or supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors Trust and the Company will deliver to the Underwriter as many signed copies Underwriters one manually executed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as into the Underwriter may reasonably request and will also deliver to the Underwriter a Prospectus), such number of conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Prospectus but without exhibits) for as the UnderwriterUnderwriters may reasonably request and copies of each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus. (d) The Offerors Trust and the Company will furnish to the UnderwriterUnderwriters, from time to time during the period when the Prospectus is required to be delivered under the 1933 Securities Act, such number of copies of the Prospectus (as amended or supplemented, if applicable) as the Underwriter they may reasonably request for the purposes contemplated by the 1933 Securities Act or the respective applicable rules and regulations of the Commission thereunderSecurities Act Regulations. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Trust and the Company will forthwith amend or supplement the Prospectus by preparing and furnishing to the Underwriters a reasonable number of copies of an amendment of or supplement to the Prospectus (in form and substance satisfactory to counsel for the Underwriters) so that, as then so amended or supplemented supplemented, the Prospectus will include not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein made, in the light of the circumstances under which they were made existing at the time it is delivered to a purchaser, not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplementmisleading. (f) The Offerors Trust and the Company, during the period when the Prospectus is required to be delivered under the Securities Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act subsequent to the time the Registration Statement becomes effective. (g) Both the Trust and the Company will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Preferred Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none and will maintain such qualifications in effect for as long as may be required for the distribution of the Offerors Preferred Securities, except that neither the Trust nor the Company shall be obligated required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any state or other jurisdiction. The Trust and the Company will file such statements and reports as may be required by the laws of each jurisdiction in which it is not so qualifiedthe Preferred Securities have been qualified as above provided. (gh) The Company will make generally available to its security holders and to the Underwriter holders, as soon as practicableit is practicable to do so, but in any event not later than 90 days 15 months after the close effective date of the period covered therebyRegistration Statement, an earnings statement (which need not be audited) of the Company and its subsidiariesin reasonable detail, covering an applicable a period of at least 12 consecutive months beginning not later than on the first day of the Company's first full fiscal quarter next following after the "Effective Date" (as defined in Rule 158(c) under the Act) effective date of the Registration Statement, which will earnings statement shall satisfy the provisions requirements of Section 11(a) of the 1933 ActSecurities Act and Rule 158 of the Securities Act Regulations and will advise you in writing when such statement has been so made available. Such earnings statement shall be made available not later than 45 days after the close of the period covered thereby. (i) The Trust and the Company will take such action as may be necessary to comply with the rules and regulations of the Nasdaq National Market in respect of the offering of the Preferred Securities. (j) The Trust and the Company, for a period of 180 days from the date hereof, will not, directly or indirectly, sell, offer to sell, grant any option for sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or Subordinated Debentures or any debt securities substantially similar to the Subordinated Debentures or equity securities substantially similar to the Preferred Securities (except for Subordinated Debentures and the Preferred Securities offered hereby), without the prior written consent of the Underwriters. (k) For a period of five years after the Closing Date (but not beyond any such date on which no Securities shall be outstanding), the Trust and the Company will furnish to the Underwriters copies of all reports and communications delivered to the Company's shareholders or to holders of the Preferred Securities, not later than the time such reports or information are first furnished to such shareholders or security holders generally. (l) The Trust shall apply the net proceeds of its sale of the Preferred Securities, combined with the entire proceeds from the sale by the Trust to the Company of the Trust's Common Securities, to purchase an equivalent amount of the Subordinated Debentures of the Company. All the net proceeds to be received by the Company from the sale of the Subordinated Debentures of the Company will be used as described in the Prospectus. (m) Neither the Company nor the Trust shall enter into any contractual agreement with respect to the distribution of the Preferred Securities except for the arrangements with the Underwriters.

Covenants of the Offerors. Each In further consideration of the agreements of the Underwriters herein contained, the Offerors jointly and severally covenants with the Underwriter covenant as follows: (a) The Offerors will prepare the Prospectus in a form approved by the Underwriters and will file such Prospectus with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. The Offerors will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including thereto(including any post-effective amendment), and of the filing of the Prospectus pursuant to Rule 424(b), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings proceeding for that such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give deliver to the Underwriter Underwriters, without charge, one manually executed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference into the Prospectus), such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Prospectus but without exhibits) as such Underwriters may reasonably request and copies of each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus. (c) The Offerors will furnish to the Underwriters, without charge, from time to time during the period when the Prospectus is required to be delivered under the Securities Act and the Securities Act Regulations, such number of copies of the Prospectus (as amended or supplemented, if applicable) as they may reasonably request for the purposes contemplated by the Securities Act or the Securities Act Regulations. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Offerors will deliver to the Underwriters notice of their intention to prepare or file or prepare (i) any amendment to the Registration Statement relating to the Capital Securities (including any post-effective amendment), (ii) or any amendment or supplement to the Prospectus (including any revised prospectus other than documents deemed to be incorporated by reference into the Prospectus) which the Offerors Trust and the Company propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities and which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, becomes effective (whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Securities Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Underwriters and counsel for the Underwriters with copies of any such amendment, amendment or supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (ce) The Offerors will deliver If, during such period after the Closing Date and prior to the Underwriter date on which the distribution of Capital Securities by the Underwriters is completed, any event shall occur as many signed copies a result of which it is necessary, in the opinion of the Registration Statement Offerors' or Underwriters' counsel, to amend or supplement the Prospectus (as originally filed then amended or supplemented) in order to ensure that the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or it is necessary to amend or supplement the Prospectus to comply with law, the Company forthwith shall prepare and furnish, at the Company's own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of each amendment thereto (including exhibits filed therewith the circumstances under which they were made, be misleading or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) so that the Prospectus will comply with law, as the Underwriter case may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriterbe. (df) The Offerors will furnish to Trust and the UnderwriterCompany, from time to time during the period when the Prospectus is required to be delivered under the 1933 Securities Act, such number of copies will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Prospectus (as amended or supplemented) as Exchange Act subsequent to the Underwriter may reasonably request for time the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunderRegistration Statement becomes effective. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (fg) The Offerors will endeavor, in cooperation with the Underwriter, endeavor to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering offer and sale under the applicable securities or blue sky laws of such states jurisdictions as any Underwriter shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and the other jurisdictions printing of any memoranda concerning the United States as the Underwriter may designateaforesaid qualification; provided, however, that none of the Offerors neither Offeror shall be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not so qualifiednow qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where they are not now subject. (gh) During the period beginning on the date hereof and continuing to and including the Closing Date, the Offerors will not offer, sell, contract to sell or otherwise dispose of (other than in an offering made exclusively outside the United States) any securities of the Company or the Trust substantially similar to the Capital Securities or any securities convertible into or exchangeable for the Capital Securities without the prior written consent of the Underwriters. (i) During the period when the Capital Securities are outstanding, the Company will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) Neither the Company nor the Trust shall enter into any contractual agreement with respect to the distribution of the Capital Securities except for the arrangements with the Underwriters. (k) The Company will make generally available to its security holders and to the Underwriter securityholders, as soon as practicableit is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning on the first day of the first full fiscal quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act and Rule 158 of the Securities Act Regulations and will advise you in writing when such statement has been so made available. If such fiscal quarter is the last fiscal quarter of the Company's fiscal year, such earnings statement shall be made available not later than 90 days after the close of the period covered thereby, an earnings statement (which need thereby and in all other cases shall be made available not be audited) later than 45 days after the close of the Company period covered thereby. (l) For a period of five years (but not beyond any such date on which no Securities shall be outstanding) after the Closing Date, the Offerors will furnish to the Underwriters copies of all reports and communications delivered to the Company's shareholders or to holders of the Capital Securities and will also furnish copies of all reports (excluding exhibits) filed with the Commission on Forms 8-K, 10-Q and 10-K, and all other reports and information furnished to its subsidiariesshareholders or holders of the Capital Securities, covering an applicable period beginning as the case may be, generally, not later than the time such reports are first day furnished to its shareholders or holders of the CompanyCapital Securities, as the case may be, generally. (m) The Offerors shall take all reasonable action necessary to enable Moody's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) and S&P to provide their respective credit ratings of the Registration Statement, which Capital Securities. (n) The Offerors will satisfy cooperate with the provisions Underwriters and use their best efforts to permit the Capital Securities to be eligible for clearance and settlement through the facilities of Section 11(aDTC. (o) The Offerors will use their best efforts to list the Capital Securities on the New York Stock Exchange prior to the Closing Date. (p) The Trust will invest the proceeds received by it from the sale of the 1933 ActCapital Securities in the Subordinated Debentures; and the Company will use the proceeds received by it from the sale of the Subordinated Debentures in the manner specified in the Prospectus under "Use of Proceeds".

Covenants of the Offerors. Each of the Offerors jointly and severally covenants covenant with the each Underwriter as follows: (a) The Offerors will notify the Underwriter promptlyRepresentative immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representative notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Representative or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the filing of any supplement to the Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any post-effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Prospectus), or (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 <Page> 10 Act Regulations), or ) (iii) any other than with respect to a document that would as a result thereof filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwiseRegistration Statement and Prospectus), will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period <Page> 11 covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the 1933 Act) of the Registration Statement, which will satisfy the saxxxxx xxe provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the Underwriter as follows: (a) The Offerors will notify the Underwriter promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time tune the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants consent and agree with the each Underwriter as follows: (a) The Offerors will notify the Underwriter promptlyRepresentatives immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement and any amendment thereto (including or any post-effective amendment)amendment to any Registration Statement, (ii) of the transmission to the Commission for filing of the Prospectus, any Rule 462(b) Registration Statement or any amendment to any Registration Statement or amendment or supplement to the Prospectus or any document to be filed pursuant to the 1934 Act during any period when the Prospectus is required to be delivered under the 1933 Act, (iii) of the receipt of any comments or inquiries from the CommissionCommission relating to any Registration Statement or Prospectus, (iiiiv) of any request by the Commission for any amendment to the any Registration Statement or any amendment or supplement to the Prospectus or for additional information, information and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants agrees with the each Underwriter as follows: (a) The Offerors will comply with the requirements of Rule 430A of the 1933 Act Regulations if and as applicable, and will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)) or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.any (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), ) or (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Representatives with copies of any such amendment, amendment or supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Representatives or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to each of the Underwriter as many Representatives one signed copies copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a Representatives, without charge, as many conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for as the Underwriter.Representatives may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (d) The Offerors will deliver to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter may reasonably request, and the Offerors hereby consent to the use of such copies for purposes permitted by the 1933 Act. The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder.to (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriters, to amend or supplement the Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Offerors will forthwith amend or supplement the Prospectus or file such document (in form and substance satisfactory to counsel for the Underwriters) so that, as then so amended or supplemented supplemented, the Prospectus will not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made existing at the time it is delivered to a purchaser, not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulationsmisleading, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors Company will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Preferred Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is they are not so qualified. In each jurisdiction in which the Preferred Securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Preferred Securities. (g) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will (h) The Company will make generally available to its security the holders and to of the Underwriter Preferred Securities as soon as practicable, but not later than 45 days (or 90 days days, in the case of a period that is also the Company's fiscal year) after the close of the period covered thereby, an earnings statement (which need not be audited) in form complying with the provisions of Rule 158 of the Company and its subsidiaries, 1933 Act Regulations) covering an applicable a twelve-month period beginning not later than the first day of the CompanyTrust's fiscal quarter next following the "Effective Dateeffective date" (as defined in said Rule 158(c) under the Act) 158 of the Registration Statement. (i) The Trust will use the proceeds received by it from the sale of the Preferred Securities, which and the Company will satisfy use the provisions proceeds received by it from the sale of Section 11(athe Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds". (j) If, at the time that the Registration Statement became (or in the case of a post-effective amendment becomes) effective, any information shall have been omitted therefrom in reliance upon Rule 430A of the 1933 Act Regulations, then immediately following the execution of the Pricing Agreement, the Offerors will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospectus or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted. (k) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the Exchange Act and the 1934 Act Regulations. (l) The Company will use its best efforts to effect the listing of the Designated Securities (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange and to cause the Designated Securities to be registered under the 1934 Act. If the Preferred Securities are exchanged for Subordinated Debentures, the Company will use its best efforts to effect the listing of the Subordinated Debentures on the exchange on which the Designated Securities were then listed and to cause the Subordinated Debentures to be registered under the 1934 Xxx. (m) During a period of 90 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the prior written consent of the Underwriters, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any agreement to sell, (n) During a period of two years from the Closing Time, the Company will make generally available to the Underwriters copies of all reports and other communications (financial or other) mailed to shareholders, and deliver to the Underwriters promptly after they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and shall furnish such additional information concerning the business and financial condition of the Company as the Underwriters may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission).

Covenants of the Offerors. Each In further consideration of the agreements of the Underwriters herein contained, the Offerors jointly and severally covenants with the Underwriter covenant as follows: (a) The Offerors Trust and the Corporation will prepare the Prospectus in a form approved by the Underwriters and will file such Prospectus with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. The Trust will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), and of the filing of the Prospectus pursuant to Rule 424(b), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings proceeding for that such purpose. The Offerors Trust and the Corporation will make every reasonable effort to prevent the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors Trust and the Corporation will give deliver to the Underwriter Underwriters one manually executed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference into the Prospectus), such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Prospectus but without exhibits) as such Underwriters may reasonably request and copies of each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus. (c) The Trust and the Corporation will furnish to the Underwriters, from time to time during the period when the Prospectus is required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented, if applicable) as they may reasonably request for the purposes contemplated by the Securities Act or the Securities Act Regulations. (d) The Trust and the Corporation will deliver to the Underwriters notice of their intention to prepare or file or prepare (i) any amendment to the Registration Statement relating to the Capital Securities (including any post-effective amendment), (ii) or any amendment or supplement to the Prospectus (including any revised prospectus other than documents deemed to be incorporated by reference into the Prospectus) which the Offerors Trust and the Corporation propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities and which differs from the prospectus on file at the Commission at the time the Registration Statement became becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Securities Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Underwriters and counsel for the Underwriters with copies of any such amendment, amendment or supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (ce) The Offerors will deliver If, during such period after the Closing Date and prior to the Underwriter date on which the distribution of Capital Securities by the Underwriters is completed, any event shall occur as many signed copies a result of which it is necessary, in the opinion of the Registration Statement Offerors' counsel, to amend or supplement the Prospectus (as originally filed then amended or supplemented) in order to ensure that the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or it is necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at the Corporation's own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of each amendment thereto (including exhibits filed therewith the circumstances under which they were made, be misleading or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) so that the Prospectus will comply with law, as the Underwriter case may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriterbe. (df) The Offerors will furnish to Trust and the UnderwriterCorporation, from time to time during the period when the Prospectus is required to be delivered under the 1933 Securities Act, such number of copies will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Prospectus (as amended or supplemented) as Exchange Act subsequent to the Underwriter may reasonably request for time the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunderRegistration Statement becomes effective. (eg) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, To endeavor to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering offer and sale under the applicable securities or blue sky laws of such states jurisdictions as any Underwriter shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and the other jurisdictions printing of any memoranda concerning the United States as the Underwriter may designateaforesaid qualification; provided, however, that none of the Offerors neither Offeror shall be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not so qualifiednow qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where they are not now subject. (gh) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of (other than in an offering made exclusively outside the United States) any securities of the Corporation or the Trust substantially similar to the Capital Securities or any securities convertible into or exchangeable for the Capital Securities without the prior written consent of the Underwriters. (i) During the period when the Capital Securities are outstanding, the Corporation will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) Neither the Corporation nor the Trust shall enter into any contractual agreement with respect to the distribution of the Capital Securities except for the arrangements with the Underwriters. (k) The Company Corporation will make generally available to its security holders and to the Underwriter holders, as soon as practicableit is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning on the first day of the first full fiscal quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act and Rule 158 of the Securities Act Regulations and will advise you in writing when such statement has been so made available. If such fiscal quarter is the last fiscal quarter of the Trust's fiscal year, such earnings statement shall be made available not later than 90 days after the close of the period covered thereby, an earnings statement (which need thereby and in all other cases shall be made available not be audited) later than 45 days after the close of the Company period covered thereby. (l) For a period of five years (but not beyond any such date on which no Securities shall be outstanding) after the Closing Date, the Trust and the Corporation will furnish to the Underwriters copies of all reports and communications delivered to the Trust's shareholders or to holders of the Capital Securities and will also furnish copies of all reports (excluding exhibits) filed with the Commission on Forms 8-K, 10-Q and 10-K, and all other reports and information furnished to its subsidiariesshareholders generally, covering an applicable period beginning not later than the time such reports are first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Actfurnished to its shareholders generally.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants agree with the each Underwriter as follows: (a) Promptly following the execution of this Agreement, the Offerors will cause the Prospectus to be filed with the Commission pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriters when such filing has been made. The Offerors will comply with the requirements of Rule 430A and/or Rule 434, if and as applicable, and will notify the Underwriter promptlyRepresentatives immediately, and confirm the notice in writing, of (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendmentamendment or filing under Rule 462(b)), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (v) the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities under state securities or blue sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendmentamendment and any filing under Rule 462(b)), (ii) any Term Sheet or any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from either the prospectus on file at included in the Commission Registration Statement at the time it became effective or to the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations)Prospectus, or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Underwriters with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus to which the Underwriter Representatives or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representatives and counsel for the Underwriters, without charge, as many signed conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) ), executed signature pages thereof and signed copies of all consents and certificates of experts as the Underwriter Representatives may reasonably request and will also deliver to request. If applicable, the Underwriter a conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for furnished to the Underwriter.Underwriters will be identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Offerors will deliver to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to the each Underwriter, from time to time without charge, during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. If applicable, the purposes contemplated by Prospectus and any amendments or supplements thereto furnished to the 1933 Act or Underwriters will be identical in all material respects to the respective applicable rules and regulations of electronically transmitted copies thereof filed with the Commission thereunder.pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If The Offerors will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement and the Prospectus. If, at any time when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Capital Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Offerors, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus as then amended or supplemented in order that the Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary necessary, in the opinion of either such counsel, to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable Underwriters, without charge, such number of copies of such amendment or supplementsupplement as the Underwriters may reasonably request. (f) The Offerors will endeavorCompany will, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions on behalf of the United States Trust, timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the Underwriter may designate; providedpurposes of, howeverand to provide the benefits contemplated by, that none the last paragraph of Section 11(a) of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified0000 Xxx. (g) The Offerors will use their best efforts to effect the listing of the Preferred Securities (including the Preferred Securities Guarantee) on the New York Stock Exchange and to cause the Securities to be registered under the 1934 Act. If the Preferred Securities are exchanged for Subordinated Debt Securities, the Company will make generally available use its best efforts to its security holders effect the listing of the Subordinated Debt Securities on the exchange on which the Preferred Securities were then listed and to cause the Underwriter as soon as practicableSubordinated Debt Securities to be registered under the 0000 Xxx. (h) Until July __, but not later than 90 days after 1997, neither the close Trust nor the Company will, without the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any agreement to sell, any Preferred Securities, any security convertible into or exchangeable or exercisable for Preferred Securities or the Subordinated Debt Securities or any subordinated debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities. (i) The Offerors will use the net proceeds received by them from the sale of the period covered therebySecurities in the manner specified in the Prospectus under "Use of Proceeds." (j) If the Offerors elect to rely upon Rule 462(b), an earnings statement (which need not be auditedthe Offerors shall both file a Rule 462(b) of Registration Statement with the Company Commission in compliance with Rule 462(b) and its subsidiaries, covering an pay the applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined fees in accordance with Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) 111 of the 1933 Act Regulations by the earlier of (i) 10:00 p.m. New York City time on the date hereof and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (k) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Representatives or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representatives as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representatives may reasonably request and will also deliver to the Underwriter Representatives a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Debentures for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representatives may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) During a period of 30 days from the date hereof, neither the Trust nor the Company will, without the Representatives' prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Capital Securities, any security convertible into or exchangeable into or exercisable for Capital Securities or the Junior Subordinated Debentures or any junior subordinated debt securities substantially similar to the Junior Subordinated Debentures or equity securities substantially similar to the Capital Securities (except for the Junior Subordinated Debentures and the Capital Securities issued pursuant to this Agreement), and except for any capital securities with a liquidation amount of greater than $25 which are non-callable for at least 10 years (except for any call provisions relating to unanticipated tax or accounting consequences to the Sponsor, the Trust or holders of such capital securities or status of the Trust under the 0000 Xxx) and any junior subordinated debt securities issued in connection therewith.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective post‑effective amendment), (ii) of the filing of any supplement to the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Final Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any postpost‑effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus that is not filed to correct a misstatement, an omission or non-effective amendmentcompliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a "Periodic Filing")), or (ii) any amendment or supplement to the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) (other than with respect to a Periodic Filing), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading misleading, or if it shall be necessary to amend or supplement the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act1900 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (j) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representatives, offer or sell, or announce the offering of, any additional securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (A) covered by a registration statement on Form S-8 or (B) covered by a registration statement on Form S-3 and (i) pursuant to which the Company issues securities under one of the Company's medium-term note programs (including, without limitation, the Company's Series K Medium-Term Notes program and the Company's InterNotes program) or (ii) pursuant to which the Company issues securities for its dividend reinvestment plan.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants agree with the each Underwriter as follows: (a) Promptly following the execution of this Agreement, the Offerors will cause the Prospectus, including as a part thereof a prospectus supplement relating to the Securities to be filed with the Commission pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriters when such filing has been made. Prior to the filing, the Offerors will cooperate with the Underwriters in the preparation of such prospectus supplement to assure that each Underwriter has no reasonable objection to the form or content thereof when filed or mailed. (b) The Offerors Offerors, subject to Section 3(b), will comply with the requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations if and as applicable, and will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of -14- C3 266967.3 99980 00600 3/28/97 6:07 pm any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (v) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities under state securities or Blue Sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (bc) The Offerors Company will give the Underwriter Underwriters notice of their its intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Underwriters with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within revision a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus revision to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (cd) The Offerors Company will deliver to the Underwriter as many DLJ and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitxxx xy Regulation S-T. (e) The Company will deliver to each Underwriter, without charge, as many copies of each preliminary prospectus as the Underwriter may reasonably request request, and will also deliver the Company hereby consents to the Underwriter a conformed copy use of such copies for purposes permitted by the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) 1933 Act. The Offerors Company will furnish to the each Underwriter, from time to time without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of -15- C3 266967.3 99980 00600 3/28/97 6:07 pm copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. If applicable, the purposes contemplated by Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permittxx xx Regulation S-T. (f) The Offerors will comply with the 1933 Act or and the respective applicable rules 1933 Act Regulations and regulations the 1934 Act and the 1934 Act Regulations so as to permit the completion of the Commission thereunder. (e) distribution of the Securities as contemplated in this Agreement and in the Registration Statement and the Prospectus. If at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Capital Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the Prospectus as then amended reasonable opinion of counsel for the Underwriters or supplemented for the Offerors, to amend the Registration Statement in order that the Registration Statement will include any not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made not misleading existing at the time it is delivered to a purchaser, or if it shall be necessary necessary, in the reasonable opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission Commission, subject to Section 3(b), such amendment or supplement which will as may be necessary to correct such statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements, and the Offerors will furnish to the Underwriter a reasonable Underwriter, without charge, such number of copies of such amendment or supplementsupplement as the Underwriters may reasonably request. (fg) The Offerors will endeavoruse their best efforts, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States (domestic or foreign) as the Underwriter DLJ may designate; provided, however, that none of the Offerors Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such -16- C3 266967.3 99980 00600 3/28/97 6:07 pm jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Securities. (gh) The Company will make generally available to its security holders and to the Underwriter securityholders as soon as practicable, but not later than 45 days (or 90 days days, in the case of a period that is also the Company's fiscal year) after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering an applicable a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Dateeffective date" (as defined in said Rule 158(c) under the Act158) of the Registration Statement. (i) The Trust will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds". (j) If, which at the time that the Registration Statement became (or in the case of a post-effective amendment becomes) effective, any information shall have been omitted therefrom in reliance upon Rule 430A or Rule 434 of the 1933 Act Regulations, then immediately following the execution of this Agreement, the Company will satisfy prepare, and file or transmit for filing with the provisions of Section 11(aCommission in accordance with such Rule 430A or Rule 434 and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospectus, or Term Sheet, or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted. (k) If Offerors elect to rely upon Rule 462(b), the Offerors shall both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Regulations by the earlier of (i) 10:00 p.m. Eastern time on the date of this Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (l) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (m) During a period of 90 days from the date of this Agreement, neither the Trust nor the Company will, without the prior written consent of DLJ on behalf of the Underwriter, directly or indirectly, sell, offer to sell, grant any option for -17- C3 266967.3 99980 00600 3/28/97 6:07 pm the sale of, or otherwise dispose of, or enter into any agreement to sell, any Capital Securities, any security convertible into or exchangeable or exercisable for Capital Securities, or the Subordinated Debentures or any debt securities substantially similar to the Subordinated Debentures or any equity securities substantially similar to the Capital Securities (except the Subordinated Debentures and the Capital Securities issued pursuant to this Agreement). (n) During a period of one year from the Closing Time, to make generally available to the Underwriters copies of all reports and other communications (financial or other) mailed to stockholders, and to deliver to the Underwriter promptly after they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission).

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the filing of any supplement to the Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any post-effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Prospectus), or (ii) any amendment or supplement to <Page> 9 the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or ) (iii) any other than with respect to a document that would as a result thereof filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwiseRegistration Statement and Prospectus), will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the <Page> 10 Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the filing of any supplement to the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Final Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any post-effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), or (ii) any amendment or supplement to the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or ) (iii) any other than with respect to a document that would as a result thereof filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwiseRegistration Statement and Final Prospectus), will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's ’s close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading misleading, or if it shall be necessary to amend or supplement the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's ’s fiscal quarter next following the "“Effective Date" ” (as defined in Rule 158(c) under the Act1000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (j) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representatives, offer or sell, or announce the offering of, any securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (A) covered by a registration statement on Form S-8 or (B) covered by a registration statement on Form S-3 and (i) pursuant to which the Company issues securities under one of the Company’s medium-term note programs (including, without limitation, the Company’s InterNotes program) or (ii) pursuant to which the Company issues securities for its dividend reinvestment plan.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants agree with the Underwriter Underwriters as follows: (a) Promptly following the execution of this Agreement, the Offerors will cause the Prospectus to be filed with the Commission pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriters when such filing has been made. Prior to the filing, the Offerors will cooperate with the Underwriters in the preparation of the prospectus supplement to assure that the Underwriters have no reasonable objection to the form or content thereof when filed or mailed. (b) The Offerors Offerors, subject to Section 3(c), will comply with the requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations if and as applicable, and will notify the Underwriter promptly, and confirm the notice in writing, Underwriters immediately of (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (v) the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities under state securities or Blue Sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every all reasonable effort efforts to prevent the issuance of any stop order and, if any stop order is issued, to promptly obtain the lifting thereof at the earliest possible momentthereof. (bc) The Offerors Company will give the Underwriter Underwriters notice of their its intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Underwriters with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within revision a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus revision to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (cd) The Offerors Company will deliver to Merrill Lynch and counsel for the Underwriter as many signed Uxxxxxxxtxxx, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and conformed copies of all consents and certificates of experts, and will also deliver to the Underwriter Merrill Lynch, without charge, a conformed copy coxxxxxxx xxxx of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriter.Underwriters. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permittxx xx Regulation S-T. (de) The Offerors Company has delivered to each Underwriter, without charge, as many copies of any preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to the each Underwriter, from time to time without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. If applicable, the purposes contemplated by Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permittxx xx Regulation S-T. (f) The Offerors will comply with the 1933 Act or and the respective applicable rules 1933 Act Regulations and regulations the 1934 Act and the 1934 Act Regulations so as to permit the completion of the Commission thereunder. (e) distribution of the Preferred Securities as contemplated in this Agreement and in the Registration Statement and the Prospectus. If at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Capital Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the Prospectus as then amended opinion of counsel for the Underwriters or supplemented for the Offerors, to amend the Registration Statement in order that the Registration Statement will include any not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made not misleading existing at the time it is delivered to a purchaser, or if it shall be necessary necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, Company will promptly prepare and file with the Commission Commission, subject to Section 3(c), such amendment or supplement which will as may be necessary to correct such statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements, and the Offerors will furnish to the Underwriter a reasonable Underwriters, without charge, such number of copies of such amendment or supplementsupplement as the Underwriters may reasonably request. (fg) The Offerors will endeavoruse their best efforts, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States (domestic or foreign) as the Underwriter Merrill Lynch may designate; providedprovidxx, howeverxxxexxx, that none of the Offerors Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualifiedqualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (gh) The Company will make generally available to its security holders and to the Underwriter securityholders as soon as practicable, but not later than 45 days (or 90 days days, in the case of a period that is also the Company's fiscal year) after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, subsidiaries (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering an applicable a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Dateeffective date" (as defined in said Rule 158(c) under the Act158) of the Registration Statement. (i) The Company and the Trust will use the net proceeds received by them from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds." (j) If, which at the time that the Registration Statement became (or in the case of a post-effective amendment becomes) effective, any information shall have been omitted therefrom in reliance upon Rule 430A or Rule 434 of the 1933 Act Regulations, then immediately following the execution of this Agreement, the Company will satisfy prepare, and file or transmit for filing with the provisions of Section 11(aCommission in accordance with such Rule 430A or Rule 434 and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospectus, or Term Sheet, or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted. (k) If the Offerors elect to rely upon Rule 462(b), the Offerors shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Regulations by the earlier of (i) 10:00 p.m. New York City time on the date of this Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (l) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (m) The Offerors will use their best efforts to effect the listing of the Preferred Securities on the New York Stock Exchange and to cause the Preferred Securities to be registered under the 1934 Act. (n) During a period of 30 days from the date hereof, neither the Trust nor the Company will, without the prior written consent of Merrill Lynch, directly or indirectxx, xxxux, xxll, offer or contract to sell, grant any option for the sale of, or otherwise transfer or dispose of, any Preferred Securities or any securities substantially similar to the Preferred Securities, any security convertible into or exchangeable or exercisable for Preferred Securities or any securities substantially similar to the Preferred Securities, or any debt securities of the Company (other than the Securities or commercial paper in the ordinary course of business). (o) The Trust and the Company, during a period of one year from the Closing Time, will make generally available to the Underwriters copies of all reports and other communications (financial or other) mailed to stockholders, and deliver to the Underwriters promptly after they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission). (p) Neither the Trust, the Company nor its subsidiaries will take, directly or indirectly, any action resulting in a violation of Regulation M under the 1934 Act, or designed to cause or result in, or that reasonably might be expected to constitute, the stabilization or manipulation of the price of any security of the Trust or the Company to facilitate the sale or resale of the Securities or the Common Stock of the Company, in each case in violation of applicable law.

Covenants of the Offerors. Each In further consideration of the agreements of the Underwriters herein contained, the Offerors jointly and severally covenants with the Underwriter covenant as follows: (a) The Offerors Trust and the Corporation will prepare the Prospectus in a form approved by the Underwriters and will file such Prospectus with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. The Trust and the Corporation will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), and of the filing of the Prospectus pursuant to Rule 424(b), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings proceeding for that such purpose. The Offerors Trust and the Corporation will make every reasonable effort to prevent the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors Trust and the Corporation will give deliver to the Underwriter Underwriters one manually executed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference into the Prospectus), such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Prospectus but without exhibits) as such Underwriters may reasonably request and copies of each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus. (c) The Trust and the Corporation will furnish to the Underwriters, from time to time during the period when the Prospectus is required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented, if applicable) as they may reasonably request for the purposes contemplated by the Securities Act or the Securities Act Regulations. (d) The Trust and the Corporation will deliver to the Underwriters notice of their intention to prepare or file or prepare (i) any amendment to the Registration Statement relating to the Capital Securities (including any post-effective amendment), (ii) or any amendment or supplement to the Prospectus (including any revised prospectus other than documents deemed to be incorporated by reference into the Prospectus) which the Offerors Trust and the Corporation propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities and which differs from the prospectus on file at the Commission at the time the Registration Statement became becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Securities Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Underwriters and counsel for the Underwriters with copies of any such amendment, amendment or supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (ce) The Offerors will deliver If, during such period after the Closing Date and prior to the Underwriter date on which the distribution of Capital Securities by the Underwriters is completed, any event shall occur as many signed copies a result of which it is necessary, in the opinion of the Registration Statement Offerors' counsel, to amend or supplement the Prospectus (as originally filed then amended or supplemented) in order to ensure that the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or it is necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at the Corporation's own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of each amendment thereto (including exhibits filed therewith the circumstances under which they were made, be misleading or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) so that the Prospectus will comply with law, as the Underwriter case may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriterbe. (df) The Offerors will furnish to Trust and the UnderwriterCorporation, from time to time during the period when the Prospectus is required to be delivered under the 1933 Securities Act, such number of copies will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Prospectus (as amended or supplemented) as Exchange Act subsequent to the Underwriter may reasonably request for time the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunderRegistration Statement becomes effective. (eg) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, To endeavor to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering offer and sale under the applicable securities or blue sky laws of such states jurisdictions as any Underwriter shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and the other jurisdictions printing of any memoranda concerning the United States as the Underwriter may designateaforesaid qualification; provided, however, that none of the Offerors neither Offeror shall be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not so qualifiednow qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where they are not now subject. (gh) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of (other than in an offering made exclusively outside the United States) any securities of the Corporation or the Trust substantially similar to the Capital Securities or any securities convertible into or exchangeable for the Capital Securities without the prior written consent of the Underwriters. (i) During the period when the Capital Securities are outstanding, the Corporation will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) Neither the Corporation nor the Trust shall enter into any contractual agreement with respect to the distribution of the Capital Securities except for the arrangements with the Underwriters. (k) The Company Corporation will make generally available to its security holders and to the Underwriter holders, as soon as practicableit is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning on the first day of the first full fiscal quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act and Rule 158 of the Securities Act Regulations and will advise you in writing when such statement has been so made available. If such fiscal quarter is the last fiscal quarter of the Trust's fiscal year, such earnings statement shall be made available not later than 90 days after the close of the period covered thereby, an earnings statement (which need thereby and in all other cases shall be made available not be audited) later than 45 days after the close of the Company period covered thereby. (l) For a period of five years (but not beyond any such date on which no Securities shall be outstanding) after the Closing Date, the Trust and the Corporation will furnish to the Underwriters copies of all reports and communications delivered to the Trust's shareholders or to holders of the Capital Securities and will also furnish copies of all reports (excluding exhibits) filed with the Commission on Forms 8-K, 10-Q and 10-K, and all other reports and information furnished to its subsidiariesshareholders generally, covering an applicable period beginning not later than the time such reports are first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Actfurnished to its shareholders generally.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective post‑effective amendment), (ii) of the filing of any supplement to the Disclosure Package, the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Preliminary Prospectus or the Final Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement, the Disclosure Package or the Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 11 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package or the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any postpost‑effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and Final Prospectus that is not filed to correct a misstatement, an omission or non-effective amendmentcompliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a "Periodic Filing")), or (ii) any amendment or supplement to the Disclosure Package or the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) (other than with respect to a Periodic Filing), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Preliminary Prospectus or the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Preliminary Prospectus and the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than within the Commission's close of business on the second business day following the execution and delivery of this Agreementtime required by such rule. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such 12 delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Disclosure Package or the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance (including, if consented to by the Representative, by means of an Issuer Free Writing Prospectus), give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (j) Until the business day following the Closing Time, neither the Company nor the Trust will, without the consent of the Representative, offer or sell, or announce the offering of, any additional securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (A) covered by a registration statement on Form S-8, (B) covered by a registration statement on Form S-3 and (i) pursuant to which the Company issues securities under one of the Company's medium-term note programs (including, without limitation, the Company's Series K Medium-Term Notes program and the Company's InterNotes program) or (ii) pursuant to which the Company issues securities for its dividend reinvestment 13 plan, (C) capital securities to be issued in an underwritten offering (under Registration Statement No. 333-133852) in which the lead manager or co-lead manager is Banc of America Securities LLC or (D) senior notes to be issued in an underwritten offering (under Registration Statement No. 333-112708 or 333-133852) in which the lead manager is Banc of America Securities LLC. (k) The Offerors will prepare a final term sheet containing only a description of the Capital Securities, in a form approved by the Representative and contained in Schedule D of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act as promptly as possible, but in any case not later than the time required by such rule (such term sheet, the "Final Term Sheet"). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. (l) The Offerors represent that each has not made, and agree that, unless they obtain the prior written consent of the Representative, they will not make, any offer relating to the Capital Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 of the 0000 Xxx) required to be filed by an Offeror with the Commission or retained by an Offeror under Rule 433 of the 1933 Act; provided that the prior written consent of the Representative shall be deemed to have been given by its execution of this Agreement in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a "Permitted Free Writing Prospectus." The Offerors agree that (i) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Offerors consent to the use by any Underwriter of a free writing prospectus that (a) is not an "issuer free writing prospectus" as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Capital Securities or their offering, (ii) information that describes the final terms of the Capital Securities or their offering and that is included in the Final Term Sheet of the Offerors contemplated in paragraph (j) above or (iii) information permitted by Rule 134 of the 1933 Act. (m) The Offerors will apply the net proceeds from the sale of the Capital Securities sold by them in the manner described under the caption "Use of Proceeds" in each of the Preliminary Prospectus and the Final Prospectus.

Covenants of the Offerors. Each of The Company and the Offerors Trust jointly and severally covenants agree to the following with each of the Underwriter as followsUnderwriters: (a) The Offerors will notify If the Underwriter promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 ActRepresentatives so request, the 1934 Act Offerors, on or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or useany Closing Date, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed Representatives conformed copies of the Registration Statement as originally filed filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and of all amendments and supplements to each amendment thereto (including exhibits filed therewith or incorporated such document, in each case as soon as available and in such quantities as are reasonably requested by reference therein and documents incorporated or the Representatives. The Representatives will be deemed to be incorporated by reference therein) as have made such a request for copies for each of the Underwriter may reasonably request several Underwriters and will also deliver Xxxxxxxx Xxxxxxx LLP, counsel to the Underwriter a conformed copy Underwriters, with respect to any such documents that are not electronically available through the Commission’s XXXXX filing system. (b) The Company will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of each amendment thereto the Trust Preferred Securities and, if applicable, the Subordinated Notes, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters’ outside counsel, Xxxxxxxx Xxxxxxx LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (without exhibits) for if and to the Underwriterextent such qualification is required by the Underwriters or the Company). (dc) The Offerors will furnish If, during the time when a prospectus relating to the Underwriter, from time to time during the period when the Prospectus Securities is required to be delivered under the 1933 Securities Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will would include any an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading misleading, or if it shall be is necessary at any time to amend or supplement the Prospectus in order to comply with the requirements Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the 1933 Act or the 1933 Act RegulationsTrust Preferred Securities and (ii) at its expense, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the Offerors will furnish applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Underwriter Representatives and Xxxxxxxx Xxxxxxx LLP. Any such documents or amendments which are electronically available through the Commission’s XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx LLP. (d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable number opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of copies the filing of any such amendment or supplementsupplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (ge) The Company will make generally available to its security holders and to the Underwriter holders, as soon as practicable, but not later than 90 days after the close of the period covered therebyit is practicable to do so, an earnings statement of the Company (which need not be audited) of the Company and its subsidiariesin reasonable detail, covering an applicable a period of at least 12 months beginning not later than within three months after the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) effective date of the Registration Statement, which will earnings statement shall satisfy the provisions requirements of Section 11(a) of the 1933 Securities Act. (f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome. (g) Fees and disbursements of Xxxxxxxx Xxxxxxx LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements. (h) During a period of thirty (30) days beginning on the date of this Agreement, the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Notes, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Notes, without the prior written consent of the Representatives. (i) The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Notes, the Company will use its reasonable best efforts to effect the listing of the Subordinated Notes on any exchange on which the Trust Preferred Securities are then listed.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the filing of any supplement to the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Final Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any post-effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), or (ii) any amendment or supplement to the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or ) (iii) any other than with respect to a document that would as a result thereof filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwiseRegistration Statement and Final Prospectus), will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's ’s close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's ’s fiscal quarter next following the "“Effective Date" ” (as defined in Rule 158(c) under the Act1000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants covenant and agree with the Underwriter as followsseveral Underwriters that: (a) The Offerors If the Registration Statement has not already been declared effective by the Commission, the Company will notify the Underwriter promptly, and confirm the notice in writing, (i) of the effectiveness of use its best efforts to cause the Registration Statement and any amendment post-effective amendments thereto (including to become effective as promptly as possible; the Company will notify you promptly of the time when the Registration Statement or any post-effective amendment), amendment to the Registration Statement has become effective or any supplement to the Prospectus (iiincluding any term sheet within the meaning of Rule 434 under the Act) of the receipt of any comments from the Commission, (iii) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or additional information; if the Company has elected to rely on Rule 430A under the Act, the Company will prepare and file a Prospectus (or term sheet within the meaning of Rule 434 under the Act) containing the information omitted therefrom pursuant to Rule 430A under the Act with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b), 430A and 434, if applicable; the Offerors will prepare and file with the Commission, promptly upon your request, any amendments or supplements to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) that, in your opinion, may be necessary or advisable in connection with your distribution of the Capital Securities; and the Offerors will not file any amendment or supplement to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) to which you shall reasonably object by notice to the Company after having been furnished a copy a reasonable time prior to the filing. (b) The Offerors will advise the Underwriters promptly of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and (iv) or of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation use of the Prospectus, of the suspension of the qualification of the Capital Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for that purpose. The , and the Offerors will make every reasonable effort use their best efforts to prevent the issuance of any such stop order andpreventing or suspending the use of the Prospectus or suspending such qualification and to obtain as soon as possible the lifting thereof, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver cooperate with the Underwriters and the Underwriters' counsel in order to qualify the Underwriter as many signed copies Capital Securities and the Junior Subordinated Debentures for sale under the securities laws of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) such jurisdictions as the Underwriter Underwriters may reasonably have designated in writing and to continue such qualifications in effect for so long as the Underwriters may reasonably request and will also deliver to the Underwriter a conformed copy for distribution of the Registration Statement Capital Securities (or obtain exemptions from the application of such laws), provided that neither Offeror shall be required to qualify as originally filed a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Offerors will, from time to time, prepare and of each amendment thereto (without exhibits) file such statements, reports and other documents as may be requested by the Underwriters for the Underwriterthat purpose. (d) The Offerors will furnish to the UnderwriterUnderwriters with as many copies of any Preliminary Prospectus as the Underwriters may reasonably request and, during the period when delivery of a prospectus is required under the Act, the Offerors will furnish the Underwriters with as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Underwriters may, from time to time during time, reasonably request. The Offerors will deliver to the period when Underwriters, at or before the Prospectus is required Closing Date, two conformed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to be delivered under the 1933 Act, Underwriters such number of conformed copies of the Prospectus (as amended or supplemented) Registration Statement, without exhibits, and of all amendments thereto, as the Underwriter Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunderrequest. (e) If at any time when If, during the Prospectus period in which a prospectus is required by the 1933 Act law to be delivered in connection with sales of the Capital Securitiesby an Underwriter or dealer, any event shall occur as a result of which the Prospectus as then amended or supplemented will would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or if for any other reason it shall be necessary at any time to amend or supplement the Prospectus to comply with any law, the Offerors promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in light of the circumstances under which they were made when it is so delivered, not misleading misleading, or if it shall be necessary to amend or supplement so that the Prospectus in order to will comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplementlaw. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its their security holders and to the Underwriter holders, as soon as practicableit is practicable to do so, but in any event not later than 90 days 18 months after the close effective date of the period covered therebyRegistration Statement, an earnings statement (which need not be audited) of the Company and its subsidiariesin reasonable detail, covering an applicable a period of at least 12 consecutive months beginning not later than after the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) effective date of the Registration Statement, which will earnings statement shall satisfy the provisions requirements of Section 11(a) of the 1933 Act and Rule 158 thereunder and will advise the Underwriters in writing when such statement has been so made available. (g) The Company will, for five years from the Closing Date, deliver to each Underwriter, as soon as they are available, copies of its annual report and copies of all other documents, reports and information furnished by the Company to its security holders or filed with any securities exchange pursuant to the requirements of such exchange or with the Commission pursuant to the Act or the Exchange Act. The Company will deliver to each Underwriter similar reports with respect to significant subsidiaries, as that term is defined in the rules and regulations under the Act, which are not consolidated in the Company's financial statements. (h) The Offerors will apply the net proceeds from the sale of the Junior Subordinated Debentures and the Capital Securities substantially in accordance with the purposes set forth under "Use of Proceeds" in the Prospectus. (i) The Offerors will use their best efforts to maintain the designation of the Capital Securities on the American Stock Exchange. (j) The Offerors have not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which has constituted, the stabilization or manipulation of the price of any security of either Offeror to facilitate the sale or resale of the Capital Securities, and has not effected any sales of Common Stock which are required to be disclosed in response to Item 701 of Regulation S-K under the Act which have not been so disclosed in the Registration Statement. (k) Neither Offeror will incur any liability for any finder's or broker's fee or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (l) The Offerors will inform the Florida Department of Banking and Finance at any time prior to the consummation of the distribution of the Capital Securities by you if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba. Such information will be provided within 90 days after the commencement thereof or after a change occurs with respect to previously reported information.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Representatives or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representatives as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representatives may reasonably request and will also deliver to the Underwriter Representatives a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Preferred Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Preferred Securities (and the Capital Preferred Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representatives may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use best efforts to effect the listing of the Preferred Securities on the New York Stock Exchange; if the Preferred Securities are exchanged for Junior Subordinated Notes, the Company will use its best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Preferred Securities were then listed. (i) Subordinated Notes or equity securities substantially similar to the Preferred Securities (except for the Junior Subordinated Notes and the Preferred Securities issued pursuant to this Agreement); and except for any preferred securities with a liquidation amount of greater than $25 which are non-callable for at least years 10 years (except for any call provisions relating to unanticipated tax or accounting consequences to the Sponsor, the Trust or holders of such preferred securities or status of the Trust under the 1940 Act) and any junior subordinated debt securities issued in connection therewith.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representatives as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representatives may reasonably request and will also deliver to the Underwriter Representatives a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.

Covenants of the Offerors. Each of the Offerors Offerors, jointly and severally ------------------------- severally, covenants with the Underwriter as follows: (a) The Offerors will use their best efforts to cause the Registration Statement, and any amendment thereof, to become effective not later than 5:30 P.M., New York time, on December 20, 1996. If the Offerors elect to rely on Rule 430A and subject to Section 3(b), the Offerors will comply with the requirements of Rule 430A. The Offerors will notify the Underwriter promptlyimmediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)) or when any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or preliminary prospectus supplement, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation of any proceedings for that purposeany of such purposes. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. In conjunction with the obligation of the Offerors to cause the Registration Statement to be declared effective pursuant to this paragraph (a), the Underwriter shall file with the Commission such requests for acceleration as required from the Underwriter pursuant to Rule 461(a) of the 0000 Xxx. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effectiveProspectus, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter or its counsel with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, following the execution of the Pricing Agreement, the Offerors will prepare a prospectus supplement dated the Representation Date (the "Prospectus Supplement") containing such information as may be required by the 1933 Act or the 1933 Act Regulations and such other information as the Underwriter and the Offerors deem appropriate. The Offerors will file the Prospectus (including the Prospectus Supplement) pursuant to Rule 424(b) and Rule 430A under of the 1933 Act Regulations not later than the Commission's close of business on the second business day following the execution and delivery date of this the Pricing Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the 1933 Act. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriterrequest. (d) The Offerors will deliver to the Underwriter, without charge, from time to time until the Effective Time (or, if the Offerors have elected to rely upon Rule 430A of the 1933 Act Regulations, until such time the Pricing Agreement is executed and delivered), as many copies of each preliminary prospectus and preliminary prospectus supplement as the Underwriter may reasonably request, and the Offerors hereby consent to the use of such copies for purposes permitted by the 1933 Act. The Offerors will furnish to the Underwriter, without charge, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If If, at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter or counsel to the Guarantor, the Company and the Trust, to amend or supplement the Prospectus as then amended or supplemented will in order to cause the Prospectus not to include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made not misleading existing at the time it is to be delivered to a purchaser, or if it shall be necessary in the opinion of any such counsel at any such time, to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission subject to paragraph (b) above such amendment or supplement which will as may be necessary to correct such untrue statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements; and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavoruse their best efforts, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities (and the Debt Guarantee) for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualifiedqualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not so subject. (g) The Company As soon as practicable, the Trust will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, Guarantor which will satisfy the provisions of Section 11(a) of the 1933 ActAct and Rule 158 of the 1933 Act Regulations. (h) For a period of three years after the Closing Time, the Guarantor will furnish to you and, upon request, to the Underwriter, copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Guarantor to its stockholders or security holders generally. (i) During a period of 30 days from the date of the Pricing Agreement, none of the Offerors will, without the Underwriter's prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Capital Securities, any security convertible into or exchangeable into or exercisable for Capital Securities or the Subordinated Debt Securities or any debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Capital Securities (except for the Subordinated Debt Securities and the Capital Securities issued pursuant to this Agreement).

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the filing of any supplement to the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Final Prospectus, (iii) of 10 <page> the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any post-effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), or (ii) any amendment or supplement to the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or ) (iii) any other than with respect to a document that would as a result thereof filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwiseRegistration Statement and Final Prospectus), will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder.1933 Act Regulations. 11 <page> (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading misleading, or if it shall be necessary to amend or supplement the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (j) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representatives, offer or sell, or announce the offering of, any securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (A) covered by a registration statement on Form S-8 or (B) covered by a registration statement on Form S-3 and (i) pursuant to which the Company issues securities under one of the Company's medium-term note programs (including, without limitation, the Company's InterNotes program) or (ii) pursuant to which the Company issues securities for its dividend reinvestment plan. 12 <page>

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective post‑effective amendment), (ii) of the filing of any supplement to the Disclosure Package, the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Preliminary Prospectus or the Final Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement, the Disclosure Package or the Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package or the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any postpost‑effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and Final Prospectus that is not filed to correct a misstatement, an omission or non-effective amendmentcompliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a "Periodic Filing")), or (ii) any amendment or supplement to the Disclosure Package or the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) (other than with respect to a Periodic Filing), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Preliminary Prospectus or the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Preliminary Prospectus and the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than within the Commission's close of business on the second business day following the execution and delivery of this Agreementtime required by such rule. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Disclosure Package or the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance (including, if consented to by the Representative, by means of an Issuer Free Writing Prospectus), give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (i) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representative, offer or sell, or announce the offering of, any additional securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (A) covered by a registration statement on Form S-8 or (B) covered by a registration statement on Form S-3 and (i) pursuant to which the Company issues securities under one of the Company's medium-term note programs (including, without limitation, the Company's Series K Medium-Term Notes program and the Company's InterNotes program) or (ii) pursuant to which the Company issues securities for its dividend reinvestment plan. (j) The Offerors will prepare a final term sheet containing only a description of the Capital Securities, in a form approved by the Representative and contained in Schedule D of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act as promptly as possible, but in any case not later than the time required by such rule (such term sheet, the "Final Term Sheet"). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. (k) The Offerors represent that each has not made, and agree that, unless they obtain the prior written consent of the Representative, they will not make, any offer relating to the Capital Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 of the 0000 Xxx) required to be filed by an Offeror with the Commission or retained by an Offeror under Rule 433 of the 1933 Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a "Permitted Free Writing Prospectus." The Offerors agree that (i) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Offerors consent to the use by any Underwriter of a free writing prospectus that (a) is not an "issuer free writing prospectus" as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Capital Securities or their offering, (ii) information that describes the final terms of the Capital Securities or their offering and that is included in the Final Term Sheet of the Offerors contemplated in paragraph (j) above or (iii) information permitted by Rule 134 of the 1933 Act. (l) The Offerors will apply the net proceeds from the sale of the Capital Securities sold by them in the manner described under the caption "Use of Proceeds" in each of the Preliminary Prospectus and the Final Prospectus.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants covenant with the each Underwriter as follows: (a) The Offerors will promptly notify the Underwriter promptly, and confirm the notice in writing, Representative or its counsel (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iii) of any suspension of qualification of the Preferred Securities for sale under Blue Sky or state securities laws, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Preferred Securities, the Offerors will give the Underwriter notice of their intention to not file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any or amendment or supplement to the Prospectus (including any revised prospectus which unless the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant Representative and counsel to the 1933 Act, the 1934 Act Underwriters have been furnished with a copy of such amendment or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within for their review and comment a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter Underwriters shall reasonably objectobject on legal grounds in writing after consultation with the Representative. Subject to the foregoing, the Offerors will file promptly prepare a supplement to the Prospectus to reflect the terms of the Preferred Securities and the terms of the offering contemplated by this Agreement. The Offerors will file such Prospectus as so supplemented pursuant to Rule 424(b) and Rule 430A under the Act not later than within the Commission's close of business on time periods provided by such Rule and Rule 430A(a)(3) under the second business day following the execution and delivery of this AgreementAct. (c) The Offerors will deliver to the Underwriter Representative one signed and as many signed conformed copies of the Registration Statement Statement, in each case as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, without charge, from time to time during the period of time (not exceeding nine months) after the date of the Prospectus when the a Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder; and in case any Underwriter is required to deliver a prospectus after the expiration of nine months after the date of the Prospectus, to furnish to the Representative, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3) of the 1933 Xxx. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Preferred Securities, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein Prospectus not misleading in the light of the circumstances under which they were made not misleading existing at the time it is to be delivered to a purchaser, or if it shall be necessary at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission subject to paragraph (b) above such amendment or supplement which will as may be necessary to correct such untrue statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements; and the Offerors will furnish to the Underwriter Underwriters, without charge, a reasonable number of copies of such amendment or supplement, except that in case any Underwriter is required to deliver a prospectus in connection with sales of the Preferred Securities after the expiration of nine months after the date of the Prospectus the Offerors shall be required to furnish any such amendments or supplements to such Underwriter only at the expense of such Underwriter. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representative may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualifiedqualified or to comply with any other requirements deemed by the Company to be unduly burdensome. (g) The Company Trust will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, practicable an earnings statement of the Company (which need not be auditedaudited by independent public accountants) of the Company and its subsidiaries, covering an applicable a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following after the "Effective Dateeffective date" (as defined in Rule 158(c) under 158 of the Act1933 Act Regulations) of the Registration StatementStatement and ending not later than 15 months thereafter, which will that shall satisfy the provisions of Section 11(a) of the 1933 ActAct and said Rule 158. (h) For a period of 18 months after the Closing Time, the Company will furnish to you and, upon request, to each Underwriter, copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to its stockholders or security holders generally. (i) The Offerors will use best efforts to effect the listing of the Preferred Securities (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange; if the Preferred Securities are exchanged for Subordinated Debt Securities, the Company will use its best efforts to effect the listing of the Subordinated Debt Securities on the exchange on which the Preferred Securities were then listed. (j) During a period of 60 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or the Subordinated Debt Securities or any debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities (except for the Subordinated Debt Securities and the Preferred Securities issued pursuant to this Agreement). Section 4.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants covenant and agree with the Underwriter as followsseveral Underwriters that: (a) The Offerors If the Registration Statement has not already been declared effective by the Commission, the Company will notify the Underwriter promptly, and confirm the notice in writing, (i) of the effectiveness of use its best efforts to cause the Registration Statement and any amendment post-effective amendments thereto (including to become effective as promptly as possible; the Company will notify the Underwriters promptly of the time when the Registration Statement or any post-effective amendment), amendment to the Registration Statement has become effective or any supplement to the Prospectus (iiincluding any term sheet within the meaning of Rule 434 under the Act) of the receipt of any comments from the Commission, (iii) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or additional information; if the Company has elected to rely on Rule 430A under the Act, the Company will prepare and file a Prospectus (or term sheet within the meaning of Rule 434 under the Act) containing the information omitted therefrom pursuant to Rule 430A under the Act with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b), 430A and 434, if applicable; the Offerors will prepare and file with the Commission, promptly upon the Underwriters' request, any amendments or supplements to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) that, in their opinion, may be necessary or advisable in connection with their distribution of the Capital Securities; and the Offerors will not file any amendment or supplement to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) to which the Underwriters shall reasonably object by notice to the Company after having been furnished a copy a reasonable time prior to the filing. (b) The Offerors will advise the Underwriters promptly of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and (iv) or of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation use of the Prospectus, of the suspension of the qualification of the Capital Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for that purpose. The , and the Offerors will make every reasonable effort use their best efforts to prevent the issuance of any such stop order andpreventing or suspending the use of the Prospectus or suspending such qualification and to obtain as soon as possible the lifting thereof, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver cooperate with the Underwriters and the Underwriters' counsel in order to qualify the Underwriter as many signed copies Capital Securities for sale under the securities laws of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) such jurisdictions as the Underwriter Underwriters may reasonably have designated in writing and to continue such qualifications in effect for so long as the Underwriters may reasonably request and will also deliver to the Underwriter a conformed copy for distribution of the Registration Statement Capital Securities (or obtain exemptions from the application of such laws), provided that neither Offeror shall be required to qualify as originally filed a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Offerors will, from time to time, prepare and of each amendment thereto (without exhibits) file such statements, reports and other documents as may be requested by the Underwriters for the Underwriterthat purpose. (d) The Offerors will furnish to the UnderwriterUnderwriters with as many copies of any Preliminary Prospectus as the Underwriters may reasonably request and, during the period when delivery of a prospectus is required under the Act, the Offerors will furnish the Underwriters with as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Underwriters may, from time to time during time, reasonably request. The Offerors will deliver to the period when Underwriters, at or before the Prospectus is required Closing Date, two conformed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to be delivered under the 1933 Act, Underwriters such number of conformed copies of the Prospectus (as amended or supplemented) Registration Statement, without exhibits, and of all amendments thereto, as the Underwriter Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunderrequest. (e) If at any time when If, during the Prospectus period in which a prospectus is required by the 1933 Act law to be delivered in connection with sales of the Capital Securitiesby an Underwriter or dealer, any event shall occur as a result of which the Prospectus as then amended or supplemented will would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or if for any other reason it shall be necessary at any time to amend or supplement the Prospectus to comply with any law, the Offerors promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in light of the circumstances under which they were made when it is so delivered, not misleading misleading, or if it shall be necessary to amend or supplement so that the Prospectus in order to will comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplementlaw. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its their security holders and to the Underwriter holders, as soon as practicableit is practicable to do so, but in any event not later than 90 days 18 months after the close effective date of the period covered therebyRegistration Statement, an earnings statement (which need not be audited) of the Company and its subsidiariesin reasonable detail, covering an applicable a period of at least 12 consecutive months beginning not later than after the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) effective date of the Registration Statement, which will earnings statement shall satisfy the provisions requirements of Section 11(a) of the 1933 Act and Rule 158 thereunder and will advise the Underwriters in writing when such statement has been so made available. (g) The Company will, for five years from the Closing Date, deliver to each Underwriter and will cause to be delivered to each beneficial owner of the Capital Securities, copies of the Company's annual report to stockholders at approximately the same time such report is transmitted to the Company's stockholders. The Company will also, for five years from the Closing date, make available to each of the Underwriters at their request copies of all other documents, reports and information furnished by the Company to its security holders or filed with any securities exchange pursuant to the requirements of such exchange or with the Commission pursuant to the Act or the Exchange Act. The Company will likewise make available to each of the Underwriters at their request similar reports with respect to significant subsidiaries, as that term is defined in the rules and regulations under the Act, which are not consolidated in the Company's financial statements and will promptly notify the Underwriters of the existence of any significant subsidiary which is not consolidated in the Company's financial statements. (h) The Offerors will apply the net proceeds from the sale of the Junior Subordinated Debentures and the Capital Securities substantially in accordance with the purposes set forth under "Use of Proceeds" in the Prospectus. (i) The Offerors will use their best efforts to maintain the listing of the Capital Securities on the American Stock Exchange.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants covenant with the each Underwriter as follows: (a) The Offerors will promptly notify the Underwriter promptly, and confirm the notice in writing, Representative or its counsel (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iii) of any suspension of qualification of the Preferred Securities for sale under Blue Sky or state securities laws, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Preferred Securities, the Offerors will give the Underwriter notice of their intention to not file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any or amendment or supplement to the Prospectus (including any revised prospectus which unless the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant Representative and counsel to the 1933 Act, the 1934 Act Underwriters have been furnished with a copy of such amendment or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within for their review and comment a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter Underwriters shall reasonably objectobject on legal grounds in writing after consultation with the Representative. Subject to the foregoing, the Offerors will file promptly prepare a supplement to the Prospectus to reflect the terms of the Preferred Securities and the terms of the offering contemplated by this Agreement. The Offerors will file such Prospectus as so supplemented pursuant to Rule 424(b) and Rule 430A under the Act not later than within the Commission's close of business on time periods provided by such Rule and Rule 430A(a)(3) under the second business day following the execution and delivery of this AgreementAct. (c) The Offerors will deliver to the Underwriter Representative one signed and as many signed conformed copies of the Registration Statement Statement, in each case as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, without charge, from time to time during the period of time (not exceeding nine months) after the date of the Prospectus when the a Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder; and in case any Underwriter is required to deliver a prospectus after the expiration of nine months after the date of the Prospectus, to furnish to the Representative, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3) of the 1933 Act. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Preferred Securities, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein Prospectus not misleading in the light of the circumstances under which they were made not misleading existing at the time it is to be delivered to a purchaser, or if it shall be necessary at any such time, to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission subject to paragraph (b) above such amendment or supplement which will as may be necessary to correct such untrue statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements; and the Offerors will furnish to the Underwriter Underwriters, without charge, a reasonable number of copies of such amendment or supplement, except that in case any Underwriter is required to deliver a prospectus in connection with sales of the Preferred Securities after the expiration of nine months after the date of the Prospectus the Offerors shall be required to furnish any such amendments or supplements to such Underwriter only at the expense of such Underwriter. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representative may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualifiedqualified or to comply with any other requirements deemed by the Company to be unduly burdensome. (g) The Company Trust will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, practicable an earnings statement of the Company (which need not be auditedaudited by independent public accountants) of the Company and its subsidiaries, covering an applicable a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following after the "Effective Dateeffective date" (as defined in Rule 158(c) under 158 of the Act1933 Act Regulations) of the Registration StatementStatement and ending not later than 15 months thereafter, which will that shall satisfy the provisions of Section 11(a) of the 1933 ActAct and said Rule 158. (h) For a period of 18 months after the Closing Time, the Company will furnish to you and, upon request, to each Underwriter, copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to its stockholders or security holders generally. (i) The Offerors will use best efforts to effect the listing of the Preferred Securities (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange; if the Preferred Securities are exchanged for Subordinated Debt Securities, the Company will use its best efforts to effect the listing of the Subordinated Debt Securities on the exchange on which the Preferred Securities were then listed. (j) During a period of 30 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or the Subordinated Debt Securities or any debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities (except for the Subordinated Debt Securities and the Preferred Securities issued pursuant to this Agreement).

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representatives as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representatives may reasonably request and will also deliver to the Underwriter Representatives a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use best efforts to effect the listing of the Capital Securities on the Luxembourg Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities are then listed.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The During the period beginning at the Initial Sale Time and ending on the later of the Closing Date or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales by an Underwriter or dealer (except for delivery requirements imposed because such Underwriter or dealer is an affiliate of the Company or the Trust), including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), the Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the filing of any supplement to the Disclosure Package, the Prospectus or any document filed pursuant to the Exchange Act which will be incorporated by reference in [the preliminary prospectus or] the Prospectus, or any amendment or supplement thereto, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement, the Disclosure Package or the Prospectus (other than with respect to a document filed with the Commission pursuant to the Exchange Act which will be incorporated by reference in the Registration Statement[, the preliminary prospectus] and the Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package or the Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the Exchange Act which will be incorporated by reference in the Registration Statement[, the preliminary prospectus] and the Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment) (other than with respect to a document filed with the Commission pursuant to the Exchange Act which will be incorporated by reference in the Registration Statement[, the preliminary prospectus] and Prospectus that is not filed to correct a misstatement, an omission or non-compliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a “Periodic Filing”)), or (ii) any amendment or supplement to the Disclosure Package or the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of under the 1933 Act RegulationsSecurities Act) (other than with respect to a Periodic Filing), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representatives with copies of any document that will be incorporated by reference in [the preliminary prospectus] or the Prospectus whether pursuant to the Securities Act, the Exchange Act or otherwise. Subject to the foregoing, the Offerors will file [the preliminary prospectus and] the Prospectus pursuant to Rule 424(b) and Rule 430A under the Securities Act not later than within the Commission's close of business on the second business day following the execution and delivery of this Agreementtime required by such rule. (c) The Offerors will deliver furnish to the Underwriter as many signed Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement as originally filed (including exhibits thereto) and of each amendment thereto (including exhibits filed therewith which shall become effective on or incorporated prior to the Closing Date and, so long as delivery of a prospectus by reference therein an Underwriter or dealer may be required by the Securities Act, as many copies of [the preliminary prospectus, or] the Prospectus and documents incorporated or deemed to be incorporated by reference therein) any amendments thereof and supplements thereto as the Underwriter Representatives may reasonably request and request. The Offerors will also deliver pay the expenses of printing all documents relating to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriteroffering. (d) The Offerors will furnish to the UnderwriterIf, from time to at any time during the period when the Prospectus is required Delivery Period, except with respect to be delivered under the 1933 Act, any such number of copies delivery requirement imposed upon an affiliate of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered Offerors in connection with sales of the Capital Securitiesany secondary market sales, any event shall occur occurs as a result of which the Disclosure Package or the Prospectus as then amended or supplemented will would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made or then prevailing, as the case may be, not misleading misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus to comply with the Securities Act or the Exchange Act, the Offerors promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance (including, if consented to by the Underwriters, by means of an Issuer Free Writing Prospectus), and will give immediate notice, and confirm in writing, to the Underwriters to cease the solicitation of offers to purchase the Securities, and furnish to the Underwriters a reasonable number of copies of such amendment or supplement. (e) If at any time when the Prospectus is required by the Securities Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Disclosure Package or the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act RegulationsSecurities Act, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance (including, if consented to by the Representatives, by means of an Issuer Free Writing Prospectus), give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with arrange for the Underwriter, to qualify qualification of the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states jurisdictions as the Representatives may reasonably designate, will maintain such qualification in effect so long as required for distribution of the Capital Securities (and the other jurisdictions Capital Securities Guarantee) and the Junior Subordinated Notes and will arrange for the determination of the United States as legality of the Underwriter may designateCapital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Notes for purchase by investors; provided, however, that none of the Offerors Company shall not be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not now or so qualifiedqualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (g) The Company will make generally available to its security holders and to the Underwriter Representatives as soon as practicable, but not later than 90 60 days after the close of the period covered thereby, an earnings statement (which need not be auditedin form complying with the provisions under Rule 158 under the Securities Act) of the Company and its subsidiaries, covering an applicable a twelve-month period beginning not later than the first day of the Company's ’s fiscal quarter next following the "Effective Date" “effective date” (as defined in said Rule 158(c) under the Act158) of the Registration Statement. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Prospectus is required to be delivered under the Securities Act, will satisfy file promptly all documents required to be filed with the provisions of Section 11(aCommission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1933 Exchange Act. (j) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representatives, offer or sell, or announce the offering of, any securities covered by the Registration Statement or by any other registration statement filed under the Securities Act; provided, however, the Company may, at any time, offer or sell or announce the offering of securities (i) covered by a registration statement on Form S-8 or (ii) covered by a registration statement on Form S-3 [and (A) pursuant to which the Company issues securities in an underwritten offering in which the lead manager is [Xxxxxxx Xxxxx & Associates, Inc.] (under Registration Statement No. 333-[ ]) or (B) pursuant to which the Company issues securities in underwritten offerings in one or more non-U.S. currencies in which one of the lead managers is [Xxxxxxx Xxxxx & Associates, Inc.], or (C) pursuant to which affiliates of the Company offer securities of the Company in secondary market transactions]. (k) The Offerors will prepare a final term sheet containing a description of the Capital Securities and the offering contemplated hereby, in a form approved by the Representatives and contained in Schedule IV of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule (such term sheet, the “Final Term Sheet”). (l) The Offerors represent that each has not made, and agree that, unless they obtain the prior written consent of the Representatives, they will not make, any offer relating to the Capital Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined under Rule 405 under the Securities Act) required to be filed by an Offeror with the Commission or retained by an Offeror under Rule 433 under the Securities Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Offerors agree that (i) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) they have complied and will comply, as the case may be, with the requirements under Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Offerors consent to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined under Rule 433, and (b) contains only (i) information describing the preliminary terms of the Capital Securities or their offering, (ii) information permitted by Rule 134 under the Securities Act or (iii) information that describes the final terms of the Capital Securities or their offering and that is included in the Final Term Sheet of the Offerors contemplated in paragraph (k) above. (m) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Capital Securities remain unsold by the Underwriters, the Company and the Trust will file prior to the Renewal Deadline, if they have not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Capital Securities, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company and the Trust will file prior to the Renewal Deadline, if it has not already done so, a new shelf registration statement relating to the Capital Securities, in a form satisfactory to the Representatives, and will use their best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company and the Trust will take all other action necessary or appropriate to permit the public offering and sale of the Capital Securities to continue as contemplated in the expired registration statement relating to the Capital Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (n) If at any time when Capital Securities remain unsold by the Underwriters the Company or the Trust receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Capital Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company and the Trust will take all other action necessary or appropriate to permit the public offering and sale of the Capital Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. (o) The Company agrees to pay the required Commission filing fees relating to the Capital Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act. (p) The Offerors will apply the net proceeds from the sale of the Capital Securities sold by them in the manner described under the caption “Use of Proceeds” in each of [the preliminary prospectus and] the Prospectus.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.such

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the Underwriter as follows: (a) The Offerors will notify the Underwriter promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter). (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Preferred Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Preferred Securities (and the Capital Preferred Securities Guarantee) and ), the Junior Subordinated Debt Securities and the Common Stock for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.

Covenants of the Offerors. Each of the Offerors Offerors, jointly and severally severally, covenants and agrees with the Underwriter as followsseveral Underwriters: (a) The Offerors will To prepare the Prospectus in a form approved by the Representatives, to file the Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations and to not, during such period as the Prospectus is required by law to be delivered in connection with sales of the Preferred Securities by an Underwriter or dealer, file any amendment or supplement to the Registration Statement or the Prospectus, unless a copy thereof shall first have been submitted to the Underwriters within a reasonable period of time prior to the filing thereof and the Underwriters shall not have objected thereto in good faith. (b) To notify the Underwriter Underwriters promptly, and to confirm the such notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including when any post-effective amendment)amendment to the Registration Statement becomes effective, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment amendments or supplements to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will purpose or the threat thereof, (iv) of the happening of any event during the period referred to in Section 6(f) hereof that in the judgment of the Guarantor makes any statement made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and (v) of receipt by the Guarantor or any representative or attorney of the Guarantor of any other communication from the Commission relating to the Offerors, the Registration Statement, any preliminary prospectus or the Prospectus; and if at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement, to make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof withdrawal of such order at the earliest possible moment. (bc) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not Not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will Closing Date, to deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter Representatives a conformed copy of the Registration Statement as originally filed and of each in the form that it or the most recent post-effective amendment thereto (without exhibits) for became effective or a conformed copy thereof, certified by an officer of the UnderwriterGuarantor to be in such form. (d) The Offerors will furnish To deliver to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of Underwriters as many copies of the Prospectus (as amended and any amendments or supplementedsupplements thereto) as the Underwriter Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunderrequest. (e) If at To comply with all the provisions of any undertakings contained in the Registration Statement. (f) During such period of time when as the Prospectus is Underwriters are required by the 1933 Act law to be delivered in connection with sales of the Capital Securitiesdeliver a prospectus after this Agreement has become effective, if any event shall occur as a result relating to or affecting the Offerors, or of which the Offerors shall be advised by the Representatives orally (to be confirmed in writing) or in writing, shall occur which in the opinion of the Guarantor should be set forth in a supplement or amendment to the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser of the Preferred Securities, to amend or supplement the Prospectus so that, as then amended supplemented or supplemented amended, it will include not contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement when the Prospectus in order is delivered to comply with the requirements of the 1933 Act or the 1933 Act Regulationsa purchaser, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualifiedmisleading. (g) The Company will To cooperate with the Underwriters and counsel to the Underwriters in connection with the registration or qualification of the Preferred Securities (or the Subordinated Debentures issuable upon the redemption of the Preferred Securities) for offer and sale under the securities or blue sky laws of such jurisdictions as the Underwriters may request; provided, that in no event shall the Guarantor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in any jurisdiction where it is not now so subject. (h) During the period of five years commencing on the Effective Date, to furnish to the Representatives copies of such financial statements and other periodic and special reports as the Guarantor may from time to time distribute generally to the holders of any class of its capital stock and to furnish to the Underwriters a copy of each annual or other report it is required to file with the Commission. (i) In the case of the Guarantor, to timely file such reports pursuant to the 1934 Act as are necessary to make generally available to holders of its security holders and to the Underwriter securities, as soon as practicable, but not later than 90 days after may be required under the close of the period covered thereby1934 Act, an earnings earning statement (which need not be auditedaudited but shall be in reasonable detail) for a period of 12 months ended commencing after the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy and satisfying the provisions of Section 11(a) of the 1933 Act (including Rule 158 of the 1933 Act Regulations). (j) To not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Preferred Securities to facilitate the sale or resale of any of the Preferred Securities. (k) In the case of the Trust, to apply the net proceeds from the offering and sale of the Trust Securities and, in the case of the Guarantor, to apply the net proceeds from the offering and sale of the Subordinated Debentures, in the manner set forth in the Prospectus under "Use of Proceeds." (l) In the case of the Guarantor, to file promptly all reports and any definitive proxy or information statements required to be filed by the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act for so long as the delivery of a prospectus is required in connection with the offering and sale of the Preferred Securities. (m) During the period of 30 days from the date hereof, not to, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, except as provided hereunder, Preferred Securities, any other beneficial interests in the assets of the Trust, or any preferred securities or any other securities of the Trust or the Company that are substantially similar to the Preferred Securities, including any guarantee of such securities, or any securities convertible into or exchangeable for or that represent the right to receive securities, preferred securities or any such substantially similar securities of either the Trust or the Company, without the prior written consent of the Representatives. (n) To use their best efforts to cause the Preferred Securities to be duly authorized for listing on the New York Stock Exchange, Inc. (the "NYSE"), subject to notice of issuance, and to be registered under the 1934 Act; and if the Preferred Securities are exchanged for Subordinated Debentures, to use its best efforts to have the Subordinated Debentures listed on the exchange or other organization on which the Preferred Securities were then listed and to have the Subordinated Debentures registered under the 1934 Act.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants agree with the Underwriter Underwriters as follows: (a) Promptly following the execution of this Agreement, the Offerors will cause the Prospectus to be filed with the Commission pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriters when such filing has been made. (b) The Offerors will comply with the requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations if and as applicable, and will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (v) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities or the Shares under state securities or Blue Sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (bc) The Offerors will give the Underwriter Underwriters notice of their intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Underwriters with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within revision a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus revision to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably reasonable object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (cd) The Offerors will deliver to the Underwriter Representatives and counsel for the Underwriters, without charge, as many signed conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein therein, and documents incorporated or deemed to be incorporated by reference therein) executed signature pages thereof and signed copies of all consents and certificates of experts as the Underwriter Representatives may reasonably request and will also deliver to request. If applicable, the Underwriter a conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for furnished to the Underwriter.Underwriters will be identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, xxxxpt to the extent permitted by Regulation S-T. (de) The Offerors Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to the each Underwriter, from time to time without charge, during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. If applicable, the purposes contemplated Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, xxxxpt to the extent permitted by Regulation S-T. (f) The Offerors will comply with the 1933 Act or and the respective applicable rules 1933 Act Regulations and regulations the 1934 Act and the 1934 Act Regulations so as to permit the completion of the Commission thereunder. (e) If distribution of the Securities as contemplated in this Agreement and in the Registration Statement and the Prospectus. If, at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Capital Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the Prospectus as then amended opinion of counsel for the Underwriters or supplemented for the Offerors, to amend the Registration Statement in order that the Registration Statement will include any not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not 18 misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made not misleading existing at the time it is delivered to a purchaser, or if it shall be necessary necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission Commission, subject to Section 3(c), such amendment or supplement which will as may be necessary to correct such statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements, and the Offerors will furnish to the Underwriter a reasonable Underwriters, without charge, such number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States supplement as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualifiedreasonably request. (g) The Company will make generally available to its security holders and to the Underwriter securityholders as soon as practicable, but not later than 45 days (or 90 days days, in the case of a period that is also the Company's fiscal year) after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, subsidiaries (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering an applicable a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Dateeffective date" (as defined in said Rule 158(c) under the Act158) of the Registration Statement. (h) The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds". (i) If the Offerors elect to rely upon Rule 462(b), which will satisfy the provisions of Section 11(aOfferors shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Regulations by the earlier of (i) 10:00 p.m. Eastern time on the date of the Pricing Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (j) The Offerors, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (k) The Offerors will use their best efforts to effect the listing of the Income PRIDES and the Shares on the New York Stock Exchange and to cause the Securities to be registered under the 1934 Act. (l) During a period of 90 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the prior written consent of Merrilx Xxxxx, xxxxctly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any agreement to sell, any Income PRIDES, Purchase Contracts, Preferred Securities or Common Stock or any security convertible into or exchangeable or exercisable for Securities, Purchase Contracts, Preferred Securities, Common Stock or the Subordinated Debt Securities, or any equity securities substantially similar to the Securities, Preferred Securities, Purchase Contracts or Common Stock or any debt securities substantially similar to the Subordinated Debt Securities; PROVIDED, HOWEVER, that such restriction shall not affect the ability of the Offerors to take any such action (i) in connection with any employee benefit, dividend reinvestment, stock option or stock purchase plan of the Company or its subsidiaries; (ii) in connection with any Securities issued pursuant to a merger or acquisition; (iii) in connection with the offering of the Securities, including the Preferred Securities, and the Subordinated Debt Securities issued pursuant to this Agreement or (iv) upon exercise of stock options; [or (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Securities, any security convertible into or exchangeable into or exercisable for the Securities or Subordinated Debt Securities or any debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Securities, whether any such swap or transaction is to be settled by delivery of Securities, Subordinated Debt Securities or other securities, in cash or otherwise.] [(m) The Company, during a period of three years from the Closing Time, will make generally available to the Underwriters copies of all reports and other communications (financial or other) mailed to stockholders, and deliver to the Underwriters promptly after they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and shall furnish such additional information concerning the business and financial condition of the Company as the Underwriters may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission).] (n) The Company will reserve and keep available at all times, free of preemptive or other similar rights and liens and adverse claims, sufficient shares of Common Stock to satisfy any obligations to issue Shares upon settlement of the Purchase Contracts and shall take all actions necessary to keep effective the Registration Statement with respect to the Shares. (o) None of the Company, its subsidiaries or any of their respective directors, officers or controlling persons, will take, directly or indirectly, any action resulting in a violation of Regulation M under the 1934 Act, or designed to cause or result in, or that reasonably might be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or the Common Stock.]

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants agree with the each Underwriter as follows: (a) Promptly following the execution of this Agreement, the Offerors will cause the Prospectus, including as a part thereof a prospectus supplement relating to the Securities to be filed with the Commission pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriters when such filing has been made. Prior to the filing, the Offerors will cooperate with the Underwriters in the preparation of such prospectus supplement to assure that the Underwriters have no reasonable objection to the form or content thereof when filed or mailed. (b) The Offerors Offerors, subject to Section 3(b), will comply with the requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations if and as applicable, and will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (v) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities under state securities or Blue Sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (bc) The Offerors Company will give the Underwriter Underwriters notice of their its intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Underwriters with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within revision a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus revision to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement.-18- B3 265040.8 51200 00722 11/14/96 8:37 pm (cd) The Offerors Company will deliver to Xxxxxxx Xxxxx and counsel for the Underwriter as many Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and signed copies of all consents and certificates of experts and will also deliver to the Underwriter Xxxxxxx Xxxxx, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriter.Underwriters. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (de) The Offerors Company will deliver to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to the each Underwriter, from time to time without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. If applicable, the purposes contemplated Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (f) The Offerors will comply with the 1933 Act or and the respective applicable rules 1933 Act Regulations and regulations the 1934 Act and the 1934 Act Regulations so as to permit the completion of the Commission thereunder. (e) distribution of the Securities as contemplated in this Agreement and in the Registration Statement and the Prospectus. If at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Capital Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the Prospectus as then amended reasonable opinion of counsel for the Underwriters or supplemented for the Offerors, to amend the Registration Statement in order that the Registration Statement will include any not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made not misleading existing at the time it is delivered to a purchaser, or if it shall be necessary necessary, in the reasonable opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission Commission, subject to Section 3(b), such amendment or -19- B3 265040.8 51200 00722 11/14/96 8:37 pm supplement which will as may be necessary to correct such statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements, and the Offerors will furnish to the Underwriter a reasonable Underwriters, without charge, such number of copies of such amendment or supplementsupplement as the Underwriters may reasonably request. (fg) The Offerors will endeavoruse their best efforts, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States (domestic or foreign) as the Underwriter Xxxxxxx Xxxxx may designate; provided, however, that none of the Offerors Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Securities. (gh) The Company will make generally available to its security holders and to the Underwriter securityholders as soon as practicable, but not later than 45 days (or 90 days days, in the case of a period that is also the Company's fiscal year) after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering an applicable a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Dateeffective date" (as defined in said Rule 158(c) under the Act158) of the Registration Statement. (i) The Trust will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under " Use of Proceeds". (j) If, which at the time that the Registration Statement became (or in the case of a post-effective amendment becomes) effective, any information shall have been omitted therefrom in reliance upon Rule 430A or Rule 434 of the 1933 Act Regulations, then immediately following the execution of the Pricing Agreement, the Company will satisfy prepare, and file or transmit for filing with the provisions of Section 11(aCommission in accordance with such Rule 430A or Rule 434 and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospectus, or Term Sheet, or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted. (k) If Offerors elect to rely upon Rule 462(b), the Offerors shall both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Regulations by the earlier of (i) 10:00 p.m. Eastern time on the -20- B3 265040.8 51200 00722 11/14/96 8:37 pm date of the Pricing Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (l) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (m) The Offerors will use its best efforts to effect the listing of the Preferred Securities (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange and to cause the Securities to be registered under the 1934 Act. If the Preferred Securities are exchanged for Subordinated Debentures, the Company will use its best efforts to effect the listing of the Subordinated Debentures on the exchange on which the Preferred Securities were then listed and to cause the Subordinated Debentures to be registered under the 1934 Act. (n) During a period of 90 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the prior written consent of Xxxxxxx Xxxxx on behalf of the Underwriters, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any agreement to sell, any Preferred Securities, any security convertible into or exchangeable or exercisable for Preferred Securities, or the Subordinated Debentures or any debt securities substantially similar to the Subordinated Debentures or any equity securities substantially similar to the Preferred Securities (except the Subordinated Debentures and the Preferred Securities issued pursuant to this Agreement). (o) During a period of one year from the Closing Time, to make generally available to the Underwriters copies of all reports and other communications (financial or other) mailed to stockholders, and to deliver to the Underwriters promptly after they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission).

Covenants of the Offerors. Each of the Offerors jointly and ------------------------- severally covenants with the each Underwriter as follows: (a) Promptly following the execution of this Agreement, the Offerors will complete and deliver to the Underwriters a Prospectus setting forth the number of Preferred Securities covered thereby, the names of the Underwriters and the number of Preferred Securities which each severally has agreed to purchase, the initial public offering price, the Underwriters' Compensation, the selling concession and reallowances, if any, and such other information as the Representatives and the Offerors deem appropriate in connection with the offering of the Preferred Securities. The Offerors will promptly transmit copies of the Prospectus to the Commission for filing pursuant to Rule 424 of the 1933 Act Regulations and will furnish to the Underwriters as many copies of the Prospectus as the Representatives shall reasonably request. If required by Rule 430A of the 1933 Act Regulations, the Offerors will prepare and file or transmit for filing a post-effective amendment to the Registration Statement (including an amended Prospectus). (b) The Offerors will notify the Underwriter promptlyRepresentatives immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act, (iii) of the receipt of any comments from the Commission, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (bc) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) prepare any post-effective amendment to the Registration Statement (including any post-effective amendment), (ii) or any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effectiveProspectus, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 1934 Act, the 1934 1933 Act or otherwise, and will furnish the Underwriter Representatives with copies of any such amendment, amendment or supplement or other document within proposed to be filed a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Representatives or counsel for to the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (cd) The Company will deliver to each Underwriter a copy of each document incorporated by reference in the Prospectus. (e) The Offerors will deliver to the Underwriter as many Representatives a signed copies copy of the Registration Statement registration statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a Representatives as many conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for as the UnderwriterRepresentatives may reasonably request. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (ef) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel to the Underwriters, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of circumstances existing at the time it is delivered to a purchaser, the Offerors will forthwith amend or supplement the Prospectus (in form and substance reasonably satisfactory to such counsel), whether by filing documents pursuant to the 1934 Act or otherwise, so that, as then so amended or supplemented supplemented, the Prospectus will not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made existing at the time it is delivered to a purchaser, not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulationsmisleading, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (fg) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (Preferred Securities, the Subordinated Notes and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Depositary Shares for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representatives may designate; provided, however, that none neither of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. In each jurisdiction in which the Preferred Securities, the Subordinated Notes and the Depositary Shares have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for as long as may be required for the distribution of the Preferred Securities or, in the case of such Subordinated Notes and Depositary Shares, for as long as such Subordinated Notes and Depositary Shares are issuable as contemplated by the Prospectus. The Offerors will promptly advise the Representatives of the receipt by either of the Offerors of any notification with respect to the suspension of the qualification of the Preferred Securities, the Subordinated Notes or the Depositary Shares for sale or issuance, as the case may be, in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose. (gh) The Company will will, on behalf of the Trust, make generally available to its the Trust's security holders and to the Underwriter as soon as practicable, but not later than 90 60 days after the close of the period covered thereby, an earnings statement (which need not be audited) in form complying with the provisions of Rule 158 of the Company and its subsidiaries, 1933 Act Regulations) covering an applicable a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Dateeffective date" (as defined in said Rule 158(c) under the Act158) of the Registration Statement, which . (i) The Offerors will satisfy use their best efforts to effect the provisions of Section 11(a) listing of the Preferred Securities on the New York Stock Exchange; if the Preferred Securities are exchanged for either or both of the Subordinated Notes and/or the Depositary Shares, the Company will use its reasonable efforts to effect the listing of the such securities on the exchange on which the Preferred Securities were then listed. (j) The Offerors, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (k) The Offerors will use the net proceeds received in connection with the sale of the Preferred Securities in the manner specified in the Prospectus under "Use of Proceeds". (l) During the period beginning the date hereof and continuing for 30 days from such date, neither the Trust nor the Company will, without the prior written consent of the Representatives, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any equity securities substantially similar to the Preferred Securities, Subordinated Notes or any debt securities substantially similar to the Subordinated Notes, or any securities convertible into, exchangeable into or exercisable for Preferred Securities, any equity securities substantially similar to the Preferred Securities, Subordinated Notes or any debt securities substantially similar to the Subordinated Notes (except for the Subordinated Notes and the Preferred Securities offered by the Prospectus).

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants agree with the Underwriter as follows: (a) Promptly following the execution of this Agreement, the Offerors will cause the Prospectus to be filed with the Commis- sion pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriter when such filing has been made. Prior to the filing, the Offerors will cooperate with the Underwriter in the preparation of such Prospectus to assure that the Underwriter has no reasonable objection to the form or content thereof when filed or mailed. (b) The Offerors will comply with the requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations if and as applicable, and will notify the Underwriter promptlyimmediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (v) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities or the Shares under state securities or Blue Sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (bc) The Offerors will give the Underwriter notice of their intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within revision a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus revision to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (cd) The Offerors Company will deliver to the Underwriter as many and counsel for the Underwriter, without charge, signed copies of the Registration Regis- tration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and signed copies of all consents and certificates of experts, and will also deliver to the Underwriter Underwriter, without charge, a conformed copy of the Registration Registra- tion Statement as originally filed and of each amendment thereto (without exhibits). If applicable, the copies of the Registra- tion Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) for The Company has delivered to the Underwriter. (d) , without charge, as many copies of each preliminary prospectus as the Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Offerors Company will furnish to the Underwriter, from time to time without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for request. If applicable, the purposes contemplated Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (f) The Offerors will comply with the 1933 Act or and the respective applicable rules 1933 Act Regulations and regulations the 1934 Act and the 1934 Act Regulations so as to permit the completion of the Commission thereunder. (e) distribution of the Securities as contemplated in this Agreement and in the Registration State- ment and the Prospectus. If at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Capital Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the Prospectus as then amended opinion of counsel for the Underwriter or supplemented for the Offerors, to amend the Registration Statement in order that the Registra- tion Statement will include any not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not mislead- ing or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made not misleading circum- stances existing at the time it is delivered to a purchaser, or if it shall be necessary necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or supplement amend or supple- ment the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission Commission, subject to Section 3(c), such amendment or supplement which will as may be necessary to correct such statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements, and the Offerors will furnish to the Underwriter a reasonable Underwriter, without charge, such number of copies of such amendment or supplementsupplement as the Underwriter may reasonably request. (fg) The Offerors will endeavoruse their best efforts, in cooperation coopera- tion with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States (domestic or foreign) as the Underwriter may designate; provided, however, that none of the Offerors Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securi ties have been so qualified, the Offerors will file such state- ments and reports as may be required by the laws of such juris- diction to continue such qualification in effect for so long as may be required in connection with distribution of the Securities and the Shares. (gh) The Company will make generally available to its security holders and to the Underwriter securityholders as soon as practicable, but not later than 45 days (or 90 days days, in the case of a period that is also the Company's fiscal year) after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" subsidiar- ies (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy form complying with the provisions of Section 11(aRule 158 of the 1933 Act Regulations). (i) The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds". (j) If, at the time that the Registration Statement became (or in the case of a post-effective amendment becomes) effective, any information shall have been omitted therefrom in reliance upon Rule 430A or Rule 434 of the 1933 Act Regulations, then immediately following the execution of the Pricing Agreement, the Offerors will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A or Rule 434 and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospec tus, or Term Sheet, or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted. (k) If the Offerors elect to rely upon Rule 462(b), the Offerors shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Regulations by the earlier of (i) 10:00 p.m. Eastern time on the date of the Pricing Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (l) The Offerors, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (m) The Offerors will use their best efforts to effect the listing of the Income PRIDES and the Growth PRIDES on the New York Stock Exchange and to cause the Securities to be registered under the 0000 Xxx. (n) During a period of 90 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the prior written consent of the Underwriter, directly or indirectly, sell, offer to sell, grant any option for the sale of, or other- wise dispose of, or enter into any agreement to sell, any Income PRIDES, Growth PRIDES, Purchase Contracts, Capital Securities or Common Stock, as the case may be, or any securities of the Company similar to the Income PRIDES, Growth PRIDES, Purchase Contracts, Capital Securities or Common Stock or any security convertible into or exchangeable or exercisable for Income PRIDES, Growth PRIDES, Purchase Contracts, Capital Securities or Common Stock other than shares of Common Stock or options for shares of Common Stock issued pursuant to or sold in connection with any employee benefit, dividend reinvestment and stock option and stock purchase plans of the Company and its subsidiaries and other than the Growth PRIDES or Income PRIDES to be created or recreated upon substitution of Pledged Securities, or shares of Common Stock issuable upon early settlement of the Income PRIDES or Growth PRIDES or upon exercise of stock options, or (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Securities, any security convertible into or exchangeable into or exercisable for the Securities substantially similar to equity securities substantial- ly similar to the Securities, whether any such swap or transaction is to be settled by delivery of Securities, or other securities, in cash or otherwise. (o) For a period of three years from the Closing Time, the Company will furnish to the Underwriter copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to its stockholders or securityholders generally, provided, however, that the Company shall not be required to provide the Underwriter with any such reports or similar forms that have been filed with the Commission by electronic transmission pursuant to XXXXX. (p) The Company will reserve and keep available at all times, free of preemptive or other similar rights and liens and adverse claims, sufficient shares of Common Stock to satisfy any obligations to issue Shares upon settlement of the Purchase Contracts and shall take all actions necessary to keep effective the Registration Statement with respect to the Shares. (q) None of the Company, its subsidiaries or any of their respective directors, officers or controlling persons, will take, directly or indirectly, any action resulting in a violation of Regulation M under the 1934 Act, or designed to cause or result in, or that reasonably might be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or the Common Stock.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants covenant and agree with the Underwriter as followsseveral Underwriters that: (a) The Offerors If the Registration Statement has not already been declared effective by the Commission, the Company will notify the Underwriter promptly, and confirm the notice in writing, (i) of the effectiveness of use its best efforts to cause the Registration Statement and any amendment post-effective amendments thereto (including to become effective as promptly as possible; the Company will notify the Underwriters promptly of the time when the Registration Statement or any post-effective amendment), amendment to the Registration Statement has become effective or any supplement to the Prospectus (iiincluding any term sheet within the meaning of Rule 434 under the Act) of the receipt of any comments from the Commission, (iii) has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or additional information; if the Company has elected to rely on Rule 430A under the Act, the Company will prepare and file a Prospectus (or term sheet within the meaning of Rule 434 under the Act) containing the information omitted therefrom pursuant to Rule 430A under the Act with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b), 430A and 434, if applicable; the Offerors will prepare and file with the Commission, promptly upon the Underwriters' request, any amendments or supplements to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) that, in their opinion, may be necessary or advisable in connection with their distribution of the Capital Securities; and the Offerors will not file any amendment or supplement to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) to which the Underwriters shall reasonably object by notice to the Company after having been furnished a copy a reasonable time prior to the filing. (b) The Offerors will advise the Underwriters promptly of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and (iv) or of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation use of the Prospectus, of the suspension of the qualification of the Capital Securities for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for that purpose. The , and the Offerors will make every reasonable effort use their best efforts to prevent the issuance of any such stop order andpreventing or suspending the use of the Prospectus or suspending such qualification and to obtain as soon as possible the lifting thereof, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver cooperate with the Underwriters and the Underwriters' counsel in order to qualify the Underwriter as many signed copies Capital Securities for sale under the securities laws of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) such jurisdictions as the Underwriter Underwriters' may reasonably have designated in writing and to continue such qualifications in effect for so long as the Underwriters may reasonably request and will also deliver to the Underwriter a conformed copy for distribution of the Registration Statement Capital Securities (or obtain exemptions from the application of such laws), provided that neither Offeror shall be required to qualify as originally filed a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Offerors will, from time to time, prepare and of each amendment thereto (without exhibits) file such statements, reports and other documents as may be requested by the Underwriters for the Underwriterthat purpose. (d) The Offerors will furnish to the UnderwriterUnderwriters with as many copies of any Preliminary Prospectus as the Underwriters may reasonably request and, during the period when delivery of a prospectus is required under the Act, the Offerors will furnish the Underwriters with as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Underwriters may, from time to time during time, reasonably request. The Offerors will deliver to the period when Underwriters, at or before the Prospectus is required Closing Date, two conformed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to be delivered under the 1933 Act, Underwriters such number of conformed copies of the Prospectus (as amended or supplemented) Registration Statement, without exhibits, and of all amendments thereto, as the Underwriter Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunderrequest. (e) If at any time when If, during the Prospectus period in which a prospectus is required by the 1933 Act law to be delivered in connection with sales of the Capital Securitiesby an Underwriter or dealer, any event shall occur as a result of which the Prospectus as then amended or supplemented will would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or if for any other reason it shall be necessary at any time to amend or supplement the Prospectus to comply with any law, the Offerors promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in light of the circumstances under which they were made when it is so delivered, not misleading misleading, or if it shall be necessary to amend or supplement so that the Prospectus in order to will comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplementlaw. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its their security holders and to the Underwriter holders, as soon as practicableit is practicable to do so, but in any event not later than 90 days 18 months after the close effective date of the period covered therebyRegistration Statement, an earnings statement (which need not be audited) of the Company and its subsidiariesin reasonable detail, covering an applicable a period of at least 12 consecutive months beginning not later than after the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) effective date of the Registration Statement, which will earnings statement shall satisfy the provisions requirements of Section 11(a) of the 1933 Act and Rule 158 thereunder and will advise the Underwriters in writing when such statement has been so made available. (g) The Company will, for five years from the Closing Date, deliver to each Underwriter, as soon as they are available, copies of its annual report and copies of all other documents, reports and information furnished by the Company to its security holders or filed with any securities exchange pursuant to the requirements of such exchange or with the Commission pursuant to the Act or the Exchange Act. The Company will deliver to each Underwriter similar reports with respect to significant subsidiaries, as that term is defined in the rules and regulations under the Act, which are not consolidated in the Company's financial statements. (h) The Offerors will apply the net proceeds from the sale of the Junior Subordinated Debentures and the Capital Securities substantially in accordance with the purposes set forth under "Use of Proceeds" in the Prospectus. (i) The Offerors will use their best efforts to maintain the listing of the Capital Securities on the American Stock Exchange. (j) The Offerors shall promptly notify the Underwriters if any issues arise that make consummation of the transactions contemplated by the Merger Agreement materially less probable.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representatives as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representatives may reasonably request and will also deliver to the Underwriter Representatives a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) Although the Company and the Trust do not currently intend to apply to list the Capital Securities on any national or international exchange, if the Capital Securities are exchanged for Junior Subordinated Notes while the Capital Securities are listed on any national or international exchange, the Company will use its best efforts to effect the listing of the Junior Subordinated Notes on any exchange on which the Capital Securities are then listed.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective post‑effective amendment), (ii) of the filing of any supplement to the Disclosure Package, the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Preliminary Prospectus or the Final Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement, the Disclosure Package or the Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 11 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package or the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any postpost‑effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement, the Preliminary Prospectus and Final Prospectus that is not filed to correct a misstatement, an omission or non-effective amendmentcompliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a "Periodic Filing")), or (ii) any amendment or supplement to the Disclosure Package or the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) (other than with respect to a Periodic Filing), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Preliminary Prospectus or the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Preliminary Prospectus and the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than within the Commission's close of business on the second business day following the execution and delivery of this Agreementtime required by such rule. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such 12 delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Disclosure Package or the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance (including, if consented to by the Representative, by means of an Issuer Free Writing Prospectus), give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (j) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representative, offer or sell, or announce the offering of, any additional securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (A) covered by a registration statement on Form S-8, (B) covered by a registration statement on Form S-3 and (i) pursuant to which the Company issues securities under one of the Company's medium-term note programs (including, without limitation, the Company's Series K Medium-Term Notes program and the Company's InterNotes program) or (ii) pursuant to which the Company issues securities for its dividend reinvestment 13 plan, (C) capital securities to be issued in an underwritten offering (under Registration Statement No. 333-123714) in which the lead manager is Banc of America Securities Limited or (D) senior notes to be issued in an underwritten offering (under Registration Statement No. 333-112708) in which the lead manager is Banc of America Securities LLC. (k) The Offerors will prepare a final term sheet containing only a description of the Capital Securities, in a form approved by the Representative and contained in Schedule D of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act as promptly as possible, but in any case not later than the time required by such rule (such term sheet, the "Final Term Sheet"). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. (l) The Offerors represent that each has not made, and agree that, unless they obtain the prior written consent of the Representative, they will not make, any offer relating to the Capital Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 of the 0000 Xxx) required to be filed by an Offeror with the Commission or retained by an Offeror under Rule 433 of the 1933 Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a "Permitted Free Writing Prospectus." The Offerors agree that (i) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Offerors consent to the use by any Underwriter of a free writing prospectus that (a) is not an "issuer free writing prospectus" as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Capital Securities or their offering, (ii) information that describes the final terms of the Capital Securities or their offering and that is included in the Final Term Sheet of the Offerors contemplated in paragraph (j) above or (iii) information permitted by Rule 134 of the 1933 Act. (m) The Offerors will apply the net proceeds from the sale of the Capital Securities sold by them in the manner described under the caption "Use of Proceeds" in each of the Preliminary Prospectus and the Final Prospectus.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective post‑effective amendment), (ii) of the filing of any supplement to the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Final Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any postpost‑effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus that is not filed to correct a misstatement, an omission or non-effective amendmentcompliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a "Periodic Filing")), or (ii) any amendment or supplement to the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) (other than with respect to a Periodic Filing), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading misleading, or if it shall be necessary to amend or supplement the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (i) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representatives, offer or sell, or announce the offering of, any securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (A) covered by a registration statement on Form S-8 or (B) covered by a registration statement on Form S-3 and (i) pursuant to which the Company issues securities under one of the Company's medium-term note programs (including, without limitation, the Company's Series K Medium-Term Notes program and the Company's InterNotes program) or (ii) pursuant to which the Company issues securities for its dividend reinvestment plan.

Covenants of the Offerors. Each In further consideration of the agreements of the Underwriters herein contained, the Offerors jointly and severally covenants with the Underwriter covenant as follows: (a) The Offerors Trust and the Corporation will prepare the Final Prospectus in a form approved by the Underwriters and will file such Final Prospectus with the Commission pursuant to the applicable subparagraph of Rule 424(b) within the time period prescribed. The Trust and the Corporation will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) if not effective at the time of execution of this Agreement, of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), and of the filing of the Final Prospectus pursuant to Rule 424(b), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement Statement, or any amendment or supplement to the Final Prospectus or for additional information, and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement of the suspension of the qualification of the securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings proceeding for that such purpose. The Offerors Trust and the Corporation will make every reasonable effort to prevent the issuance of any stop order or of any order suspending any such qualification and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors Trust and the Corporation will give deliver to the Underwriter Underwriters such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Final Prospectus and exhibits thereto) as such Underwriters may reasonably request and copies of each Preliminary Final Prospectus, the Final Prospectus and any amendment or supplement to such Final Prospectus. (c) The Trust and the Corporation will furnish to the Underwriters, from time to time during the period when the Final Prospectus is required to be delivered under the Securities Act, such number of copies of the Final Prospectus (as amended or supplemented, if applicable) as they may reasonably request for the purposes contemplated by the Securities Act or the Securities Act Regulations. (d) The Trust and the Corporation will deliver to the Underwriters notice of their intention to prepare or file or prepare (i) any amendment to the Registration Statement relating to the Capital Securities (including any post-effective amendment), (ii) or any amendment or supplement to the Final Prospectus (including any revised prospectus other than documents deemed to be incorporated by reference into the Final Prospectus) which the Offerors Trust and the Corporation propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities and which differs from the prospectus on file at the Commission at the time the Registration Statement became becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Securities Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Underwriters and counsel for the Underwriters with copies of any such amendment, amendment or supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when If, during such period after the Prospectus is required Closing Date [or the Option Closing Date, as the case may be,] and prior to the date on which the distribution of Capital Securities by the 1933 Act to be delivered in connection with sales of the Capital SecuritiesUnderwriters is completed, any event shall occur as a result of which it is necessary, in the opinion of the Offerors’ counsel, to amend or supplement the Final Prospectus (as then amended or supplemented will include any supplemented) in order to ensure that the Final Prospectus does not contain an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading misleading, or if it shall be is necessary to amend or supplement the Final Prospectus in order to comply with law, the requirements Trust and the Corporation will forthwith prepare and furnish, at the Corporation’s own expense, to the Underwriters, either amendments or supplements to the Final Prospectus so that the statements in the Final Prospectus as so amended or supplemented will not, in the light of the 1933 Act circumstances under which they were made, be misleading or so that the 1933 Act RegulationsFinal Prospectus will comply with law, as the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplementcase may be. (f) The Offerors Trust and the Corporation, during the period when the Final Prospectus is required to be delivered under the Securities Act, will endeavor, in cooperation file promptly all documents required to be filed with the UnderwriterCommission pursuant to Section 13, 14 or 15 of the Exchange Act subsequent to the time the Registration Statement becomes effective. (g) The Trust and the Corporation will endeavor to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering offer and sale under the applicable securities or blue sky laws of such states jurisdictions as any Underwriter shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and the other jurisdictions printing of any memoranda concerning the United States as the Underwriter may designateaforesaid qualification; provided, however, that none of the Offerors neither Offeror shall be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not so qualifiednow qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where they are not now subject. (gh) During the period beginning on the date hereof and continuing to and including the Closing Date [and any Option Closing Date], the Trust and the Corporation will not offer, sell, contract to sell or otherwise dispose of (other than in an offering made exclusively outside the United States) any securities of the Corporation or the Trust substantially similar to the Capital Securities or any securities convertible into or exchangeable for the Capital Securities without the prior written consent of the Underwriters. (i) During the period when the Capital Securities are outstanding, the Corporation will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) The Company Corporation will make generally available to its security holders and to the Underwriter holders, as soon as practicableit is practicable to do so, but in any event not later than 90 days 18 months after the close effective date of the period covered therebyRegistration Statement, an earnings statement or statements of the Corporation (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will shall satisfy the provisions requirements of Section 11(a) of the 1933 ActSecurities Act and Rule 158 of the Securities Act Regulations and will advise you in writing when such statement has been so made available.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter promptlyOfferors, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment on or prior to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationClosing Date, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any post-effective amendment (in each amendment thereto (case including all exhibits filed therewith therewith, and including unsigned copies of each consent and certificate included therein or filed as an exhibit thereto, except exhibits incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) reference, unless specifically requested). As soon as the Underwriter may reasonably request Company is advised thereof, it will advise the Representative orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or the institution of any proceedings therefor, of which the Company shall have received notice, and will also use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Offerors will deliver to the Underwriter a Underwriters sufficient conformed copy copies of the Registration Statement as originally filed Statement, the Preliminary Prospectus and Prospectus and of each amendment all amendments thereto (in each case without exhibits) for the Underwriter. (d) The Offerors will furnish distribution to the Underwritereach Underwriter and, from time to time during the period when the Prospectus is required to be delivered under the 1933 Acttime, such number of as many copies of the Preliminary Prospectus (as amended or supplemented) and Prospectus as the Underwriter Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder0000 Xxx. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation furnish the Underwriters with copies of each amendment and supplement to the Underwriter, Preliminary Prospectus and Prospectus relating to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States Preferred Securities in such quantities as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated from time to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.time reasonably

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants covenant with the each Underwriter as follows: (a) The Offerors Offerors, subject to Section 3(b), will comply with the requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations, as applicable, and will notify the Underwriter promptlyRepresentatives immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or the initiation of any proceedings for that purpose and (v) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities or the Shares under state securities or Blue Sky laws or the initiation or threatening of any proceeding for such purpose. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Representatives with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within revision a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file or use any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus revision to which the Underwriter Representatives or counsel for the Underwriter Representatives shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors Company has furnished or will deliver to the Underwriter as many Representatives and counsel for the Representatives, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and signed copies of all consents and certificates of experts, and will also deliver to the Underwriter Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriter.Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (d) The Offerors Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to the each Underwriter, from time to time without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. The Prospectus and any amendments or supplements thereto furnished to the purposes contemplated by Underwriters will be identical to the 1933 Act or the respective applicable rules and regulations of electronically transmitted copies thereof filed with the Commission thereunder.pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (e) The Offerors will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement and the Prospectus. If at any time when the a Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Offerors, to amend the Registration Statement or amend or supplement the Prospectus as then amended or supplemented in order that the Prospectus will not include any untrue statement statements of a material fact or omit to state any a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made not misleading existing at the time it is delivered to a purchaser, or if it shall be necessary necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission Commission, subject to Section 3(b), such amendment or supplement which will as may be necessary to correct such statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements, and the Offerors will furnish to the Underwriter a reasonable Underwriters, without charge, such number of copies of such amendment or supplementsupplement as the Underwriters may reasonably request. (f) The Offerors will endeavoruse their best efforts, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the United States as effective date of the Underwriter may designateRegistration Statement and any Rule 462(b) Registration Statement; provided, however, that none of the Offerors Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and any Rule 462(b) Registration Statement. (g) The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its security holders and to the Underwriter securityholders as soon as practicablepracticable an earning statement for the purposes of, but not later than 90 days after and to provide the close of benefits contemplated by, the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions last paragraph of Section 11(a) of the 1933 Act. (h) The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds". (i) The Offerors, during the period when the Prospectus is required to be delivered under the 1933 Act of the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (j) The Offerors will use their best efforts to effect the listing of the Income PRIDES and the Shares on the New York Stock Exchange and to cause the Securities to be registered under the 1934 Act. (k) During a period of 90 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the prior written consent of Merrxxx Xxxcx, (X) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Securities, Purchase Contracts, Trust Preferred Securities, Common Stock or the Debentures or any security convertible into or exchangeable or exercisable for Securities, Purchase Contracts, Trust Preferred Securities, Common Stock or the Debentures, or any equity securities substantially similar to the Securities, Trust Preferred Securities, Purchase Contracts or Common Stock or any debt securities substantially similar to the Debentures; or (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Securities, Purchase Contracts, Trust Preferred Securities, Common Stock or the Debentures or any security convertible into or exchangeable into or exercisable for the Securities, Purchase Contracts, Trust Preferred Securities, Common Stock or the Debentures or any debt securities substantially similar to the Debentures or equity securities substantially similar to the Securities, whether any such swap or transaction described in (A) or (B) is to be settled by delivery of Securities, Purchase Contracts, Trust Preferred Securities, Common Stock or the Debentures or other such securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities, Purchase Contracts, Trust Preferred Securities, Common Stock or the Debentures to be sold hereunder or pursuant to the Concurrent Offerings, (B) Income PRIDES or Growth PRIDES to be created or recreated upon substitution of pledged securities or shares of Common Stock issuable upon early settlement of the Income PRIDES or Growth PRIDES, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (D) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Representatives or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representatives as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representatives may reasonably request and will also deliver to the Underwriter Representatives a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Preferred Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Preferred Securities (and the Capital Preferred Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representatives may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use best efforts to effect the listing of the Preferred Securities on the New York Stock Exchange; if the Preferred Securities are exchanged for Junior Subordinated Notes, the Company will use its best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Preferred Securities were then listed. (i) During a period of 30 days from the date hereof, neither the Trust nor the Company will, without the Representatives' prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or the Junior Subordinated Notes or any junior subordinated debt securities substantially similar to the Junior Subordinated Notes or equity securities substantially similar to the Preferred Securities (except for the Junior Subordinated Notes and the Preferred Securities issued pursuant to this Agreement); and except for any preferred securities with a liquidation amount of greater than $25 which are non-callable for at least years 10 years (except for any call provisions relating to unanticipated tax or accounting consequences to the Sponsor, the Trust or holders of such preferred securities or status of the Trust under the 0000 Xxx) and any junior subordinated debt securities issued in connection therewith. .

Covenants of the Offerors. Each In further consideration of the ------------------------- agreements of the Underwriters contained in this Agreement, the Offerors jointly and severally covenants with the Underwriter covenant as follows: (a) The Offerors will notify the Underwriter promptlyCompany, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment at or prior to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationClosing Time, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed Underwriters conformed copies of the Registration Statement as originally filed filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and of all amendments and supplements to each amendment thereto such document, in each case as soon as available and in such quantities as are reasonably requested by the Underwriters. (including exhibits filed therewith b) Before amending or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of supplementing the Registration Statement as originally filed and of the Prospectus, to furnish to the Underwriters a copy of each such proposed amendment thereto (without exhibits) for or supplement and not to use any such proposed amendment or supplement to which the UnderwriterUnderwriters reasonably object. (dc) The Offerors will furnish If, during the time when a prospectus relating to the Underwriter, from time to time during the period when the Prospectus Securities is required to be delivered under the 1933 Securities Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will would include any an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading misleading, or if it shall be is necessary at any time to amend or supplement the Prospectus in order to comply with the requirements Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the 1933 Act or the 1933 Act RegulationsSecurities and (ii) at its expense, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and compliance. In case any Underwriter is required to deliver a prospectus in connection with the Offerors sale of any Securities after the expiration of the period specified in the preceding sentence, the Company, upon the request of the Underwriter, will furnish to the Underwriter Underwriter, at the expense of such Underwriter, a reasonable number quantity of a supplemented or amended prospectus, or supplements or amendments to the Prospectus, complying with Section 10(a) of the Securities Act. During the period specified in the second sentence of this Section (c), the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies of such amendment or supplementthereof to the Underwriter and [Underwriter's Counsel]. (fd) The Offerors will endeavor, To furnish such proper information as may be lawfully required and otherwise cooperate in cooperation with qualifying the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Trust Preferred Securities for offering offer and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors Company shall not be obligated required in any state to qualify as a foreign corporation corporation, or to file a general consent to service of process, or to submit to any requirements which it deems unduly burdensome. (e) Whether or not any sale of such Trust Preferred Securities is consummated, to pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the Securities, (iii) the reasonable out of pocket fees and disbursements of the Offerors' outside counsel and accountants, the Debenture Trustee and Guarantee Trustee and any counsel, and the Trustees and any counsel, (iv) the qualification of such Securities under state securities laws in accordance with the provisions of Section 5(d), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky or legal investment memoranda, (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Prospectus and any amendments or supplements thereto, (vi) any fees charged by rating agencies for the rating of such Securities, and (vii) the fees and expenses, if any, incurred in connection with the admission of such Securities for trading in any jurisdiction appropriate market system or clearing with any appropriate clearing system. (f) During the period beginning on the date of the Purchase Agreement and continuing to the Closing Time, the Company and Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, or any other securities of the Trust or any other similar trust affiliated with the Guarantor which it is not so qualifiedare substantially similar to the Trust Preferred Securities, without the prior written consent of the Representative. (g) The Trust will use the net proceeds received by it from the sale of the Trust Preferred Securities, and the Company will use the proceeds received by it from the sale of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds." (h) The Company will make generally available to its security holders and to the Underwriter holders, as soon as practicable, but not later than 90 days after the close of the period covered therebyit is practicable to do so, an earnings statement of the Company (which need not be audited) of the Company and its subsidiariesin reasonable detail, covering an applicable a period of at least 12 months beginning not later than within three months after the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) effective date of the Registration Statement, which will earnings statement shall satisfy the provisions requirements of Section 11(a) of the 1933 Securities Act. (i) [The Company will use its best efforts to cause the Trust Preferred to be listed on the New York Stock Exchange, subject to official notice of issuance.]

Covenants of the Offerors. Each In further consideration of the agreements of the Underwriters herein contained, the Offerors jointly and severally covenants with the Underwriter covenant as follows: (a) The Offerors will prepare the Prospectus in a form approved by the Underwriters and will file such Prospectus with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. The Offerors will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including thereto(including any post-effective amendment), and of the filing of the Prospectus pursuant to Rule 424(b), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings proceeding for that such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies Underwriters, without charge, one manually executed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as into the Underwriter may reasonably request and will also deliver to the Underwriter a Prospectus), such number of conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Prospectus but without exhibits) for as such Underwriters may reasonably request and copies of each Preliminary Prospectus, the UnderwriterProspectus and any amended or supplemented Prospectus. (dc) The Offerors will furnish to the UnderwriterUnderwriters, without charge, from time to time during the period when the Prospectus is required to be delivered under the 1933 Securities Act and the Securities Exchange Act, such number of copies of the Prospectus (as amended or supplemented, if applicable) as the Underwriter they may reasonably request for the purposes contemplated by the 1933 Securities Act or the respective applicable rules Securities Act Regulations. The Prospectus and regulations any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Offerors will deliver to the Underwriters notice of their intention to prepare or file any amendment to the Registration Statement relating to the Capital Securities (including any post-effective amendment) or any amendment or supplement to the Prospectus (other than documents deemed to be incorporated by reference into the Prospectus) which the Trust and the Company propose for use by the Underwriters in connection with the offering of the Capital Securities and which differs from the prospectus on file at the Commission thereunderat the time the Registration Statement becomes effective,whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Securities Act Regulations), will furnish the Underwriters and counsel for the Underwriters with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case maybe, and will not file any such amendment or supplement or use any such prospectus to which the Underwriters or counsel for the Underwriters shall reasonably object. (e) If at any time when If, during such period after the Prospectus is required Closing Date and prior to the date on which the distribution of Capital Securities by the 1933 Act to be delivered in connection with sales of the Capital SecuritiesUnderwriters is completed, any event shall occur as a result of which it is necessary, in the opinion of the Offerors' counsel, to amend or supplement the Prospectus (as then amended or supplemented will include any supplemented) in order to ensure that the Prospectus does not contain an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading misleading, or if it shall be is necessary to amend or supplement the Prospectus in order to comply with law, forthwith to prepare and furnish, at the requirements Company's own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the 1933 Act circumstances under which they were made, be misleading or so that the 1933 Act RegulationsProspectus will comply with law, as the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplementcase may be. (f) The Offerors Trust and the Company, during the period when the Prospectus is required to be delivered under the Securities Act, will endeavor, in cooperation file promptly all documents required to be filed with the UnderwriterCommission pursuant to Section 13, 14 or 15 of the Exchange Act subsequent to the time the Registration Statement becomes effective. (g) To endeavor to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering offer and sale under the applicable securities or blue sky laws of such states jurisdictions as any Underwriter shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and the other jurisdictions printing of any memoranda concerning the United States as the Underwriter may designateaforesaid qualification; provided, however, that none of the Offerors neither Offeror shall be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not so qualifiednow qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where they are not now subject. (gh) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of (other than in an offering made exclusively outside the United States) any securities of the Company or the Trust substantially similar to the Capital Securities or any securities convertible into or exchangeable for the Capital Securities without the prior written consent of the Underwriters. (i) During the period when the Capital Securities are outstanding, the Company will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) Neither the Company nor the Trust shall enter into any contractual agreement with respect to the distribution of the Capital Securities except for the arrangements with the Underwriters. (k) The Company will make generally available to its security holders and to the Underwriter securityholders, as soon as practicableit is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning on the first day of the first full fiscal quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act and Rule 158 of the Securities Act Regulations and will advise you in writing when such statement has been so made available. If such fiscal quarter is the last fiscal quarter of the Company's fiscal year, such earnings statement shall be made available not later than 90 days after the close of the period covered thereby, an earnings statement (which need thereby and in all other cases shall be made available not be audited) later than 45 days after the close of the Company period covered thereby. (l) For a period of five years (but not beyond any such date on which no Securities shall be outstanding) after the Closing Date, the Offerors will furnish to the Underwriters copies of all reports and communications delivered to the Trust's shareholders or to holders of the Capital Securities and will also furnish copies of all reports (excluding exhibits) filed with the Commission on Forms 8-K, 10-Q and 10-K, and all other reports and information furnished to its subsidiariesshareholders generally, covering an applicable period beginning not later than the time such reports are first day furnished to its shareholders generally. (m) The Offerors shall take all reasonable action necessary to enable Moody's and S&P to provide their respective credit ratings of the Company's fiscal quarter next following Capital Securities. (n) The Offerors will cooperate with the "Effective Date" Underwriters and use their best efforts to permit the Capital Securities to be eligible for clearance and settlement through the facilities of DTC. (as defined in Rule 158(co) under The Trust will use the Act) net proceeds received by it from the sale of the Registration Statement, which Capital Securities; and the Company will satisfy use the provisions of Section 11(a) proceeds received by it from the sale of the 1933 ActSubordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds".

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The During the period beginning on the Initial Sale Time and ending on the later of the Closing Time or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales by an Underwriter or dealer (except for delivery requirements imposed because such Underwriter or dealer is an affiliate of the Company or the Trust), including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the "Prospectus Delivery Period"), the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective post‑effective amendment), (ii) of the filing of any supplement to the Disclosure Package, the Prospectus or any document filed pursuant to the Exchange Act which will be incorporated by reference in the preliminary prospectus or the Prospectus, or any amendment or supplement thereto, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement, the Disclosure Package or the Prospectus (other than with respect to a document filed with the Commission pursuant to the Exchange Act which will be incorporated by reference in the Registration Statement, the preliminary prospectus and the Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package or the Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the Exchange Act which will be incorporated by reference in the Registration Statement, the preliminary prospectus and the Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.. 11 (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any postpost‑effective amendment) (other than with respect to a document filed with the Commission pursuant to the Exchange Act which will be incorporated by reference in the Registration Statement, the preliminary prospectus and Prospectus that is not filed to correct a misstatement, an omission or non-effective amendmentcompliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a "Periodic Filing")), or (ii) any amendment or supplement to the Disclosure Package or the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of under the 1933 Act RegulationsSecurities Act) (other than with respect to a Periodic Filing), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the preliminary prospectus or the Prospectus whether pursuant to the Securities Act, the Exchange Act or otherwise. Subject to the foregoing, the Offerors will file the preliminary prospectus and the Prospectus pursuant to Rule 424(b) and Rule 430A under the Securities Act not later than within the Commission's close of business on the second business day following the execution and delivery of this Agreementtime required by such rule. (c) The Offerors will deliver to the Underwriter Representative as many signed conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriterrequest. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Securities Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunderSecurities Act. (e) If at any time when the Prospectus is required by the 1933 Securities Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Disclosure Package or the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made made, not misleading misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act RegulationsSecurities Act, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance (including, if consented to by the Representative, by means of an Issuer Free Writing Prospectus), give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement.. 12 (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none neither of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Securities Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the New York Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Prospectus is required to be delivered under the Securities Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. (j) Until the business day following the Closing Time, neither the Company nor the Trust will, without the consent of the Representative, offer or sell, or announce the offering of, any additional securities covered by the Registration Statement or by any other registration statement filed under the Act; provided, however, the Company may, at any time, offer or sell or announce the offering of any securities (i) covered by a registration statement on Form S-8 or (ii) covered by a registration statement on Form S-3, and (A) pursuant to which the Company issues securities under one of the Company's medium-term note programs (including, without limitation, the Company's Series K Medium-Term Notes program and the Company's InterNotes program), (B) pursuant to which the Company issues securities for its dividend reinvestment plan, (C) pursuant to which the Company issues securities in underwritten offerings in one or more non-U.S. currencies in which one of the lead managers is Banc of America Securities LLC, or (D) pursuant to which affiliates of the Company offer securities of the Company in secondary market transactions. (k) The Offerors will prepare a final term sheet containing only a description of the Capital Securities, in a form approved by the Representative and contained in Schedule D of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule (such term sheet, the "Final Term Sheet"). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. (l) The Offerors represent that each has not made, and agree that, unless they obtain the prior written consent of the Representative, they will not make, any offer relating to the 13 Capital Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act) required to be filed by an Offeror with the Commission or retained by an Offeror under Rule 433 of the Securities Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a "Permitted Free Writing Prospectus." The Offerors agree that (i) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Offerors consent to the use by any Underwriter of a free writing prospectus that (a) is not an "issuer free writing prospectus" as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Capital Securities or their offering, (ii) information that describes the final terms of the Capital Securities or their offering and that is included in the Final Term Sheet of the Offerors contemplated in paragraph (k) above or (iii) information permitted by Rule 134 of the Securities Act. (m) If immediately prior to the third anniversary (the "Renewal Deadline") of the initial effective date of the Registration Statement, any of the Capital Securities remain unsold by the Underwriters, the Company and the Trust will prior to the Renewal Deadline file, if they have not already done so and the Company is eligible to do so, a new automatic shelf registration statement relating to the Capital Securities, in a form satisfactory to the Representative. If the Company is no longer eligible to file an automatic shelf registration statement, the Company and the Trust will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Capital Securities, in a form satisfactory to the Representative, and will use their best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company and the Trust will take all other action necessary or appropriate to permit the public offering and sale of the Capital Securities to continue as contemplated in the expired registration statement relating to the Capital Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (n) If at any time when Capital Securities remain unsold by the Underwriters the Company or the Trust receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or the Company otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Capital Securities, in a form satisfactory to the Representative, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representative of such effectiveness. The Company and the Trust will take all other action necessary or appropriate to permit the public offering and sale of the Capital Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. 14 (o) The Company agrees to pay the required Commission filing fees relating to the Capital Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act. (p) The Offerors will apply the net proceeds from the sale of the Capital Securities sold by them in the manner described under the caption "Use of Proceeds" in each of the preliminary prospectus and the Prospectus.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants covenant and agree with each of the Underwriter Underwriters as follows: (a) The Offerors Company and the Trust, subject to Section 4(b) of this Agreement, will comply with the requirements of Rule 430A or Rule 434, as applicable, under the Securities Act, and will notify the Underwriter Underwriters promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including when any post-effective amendment)amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Preferred Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for that purposeany of such purposes. The Offerors Company and the Trust will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company and the Trust will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors Company and the Trust will give the Underwriter Underwriters notice of their intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (iifiling under Rule 462(b) any amendment or supplement to under the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act RegulationsAct), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant amendment, supplement or revision to the 1933 Act, the 1934 Act or otherwiseProspectus, will furnish the Underwriter Underwriters with copies of any such amendment, supplement or other document within documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus document to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Company and the Trust will each use its best efforts to qualify the Preferred Securities for offering and sale under the securities laws of such jurisdictions as the Underwriters may reasonably designate and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Preferred Securities; provided, however, that nothing in this Section 4(c) shall require the Company or the Trust to qualify as a foreign corporation in any jurisdiction in which it is not already so qualified, to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to file a general consent to service of process in any jurisdiction. The Offerors will notify the Underwriters promptly of, and confirm in writing, the suspension of qualification of the Preferred Securities or threat thereof in any jurisdiction. (d) The Offerors have furnished or will deliver to the Underwriter as many Underwriters, without charge, two signed copies of the Registration Statement as originally filed filed, any Rule 462(b) Registration Statement and of each amendment thereto to each (including exhibits filed therewith or incorporated by reference therein therewith) and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request signed copies of all consents and certificates of experts, and will also also, upon your request, deliver to the Underwriter Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriter.Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (dx) The Offerors have delivered to each Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Offerors hereby consent to the use of such copies for purposes permitted by the Securities Act. The Offerors will furnish to the each Underwriter, without charge, as promptly as possible following the date of this Agreement and from time to time thereafter during the period when the Prospectus is required to be delivered in connection with sales of the Preferred Securities under the 1933 Securities Act or the Exchange Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. The Prospectus and any amendments or supplements thereto furnished to the purposes contemplated Underwriters will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (f) Xxx Xfferors will comply with the 1933 Securities Act or and the respective applicable rules Rules and regulations Regulations in all material respects so as to permit the completion of the Commission thereunder. (e) distribution of the Preferred Securities as contemplated in this Agreement and in the Prospectus. If at any time when the Prospectus a prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital SecuritiesPreferred Securities under the Securities Act or the Exchange Act, any event shall occur or condition shall exist as a result of which it is necessary to amend the Registration Statement or amend or supplement the Prospectus as then amended or supplemented in order that the Prospectus will not include any untrue statement statements of a material fact or omit to state any a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made not misleading existing at the time it is delivered to a purchaser, or if it shall be necessary necessary, in the opinion of counsel for the Offerors or the Underwriters, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Securities Act or the 1933 Act Rules and Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission Commission, subject to Section 4(b) of this Agreement, such amendment or supplement which will as may be necessary to correct such statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements, and the Offerors will furnish to the Underwriter a reasonable Underwriters such number of copies of such amendment or supplement. (f) supplement as the Underwriters may reasonably request. The Offerors will endeavor, provide the Underwriters with notice of the occurrence of any event during the period specified above that they believe may give rise to the need to amend or supplement the Registration Statement or the Prospectus as provided in cooperation with the Underwriter, to qualify preceding sentence promptly after the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws occurrence of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualifiedevent. (g) The Company will make generally available (within the meaning of Section 11(a) of the Securities Act) to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 45 days after the close end of its fiscal quarter in which the first anniversary date of the period covered therebyeffective date of the Registration Statement occurs, an earnings statement (which need not be auditedin form complying with the provisions of Rule 158 under the Securities Act) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement. (h) The Trust will use the net proceeds received by it from the sale of the Preferred Securities, and the Company will use the net proceeds received by it from the sale of the Subordinated Debentures, in the manners specified in the Prospectus under the heading "Use of Proceeds." (i) The Offerors will cooperate with the Underwriters and use their best efforts to permit the Preferred Securities to be eligible for clearance and settlement through the facilities of the DTC. (j) The Company will use its best efforts to effect the quotation of the Preferred Securities on the Nasdaq National Market and will file with the Nasdaq National Market all documents and notices required by the Nasdaq National Market of companies that have securities that are traded in the over-the-counter market and quotations for which are reported by the Nasdaq National Market. If the Subordinated Debentures are distributed in exchange for the Preferred Securities, the Company will use its best efforts to effect the quotation of the Subordinated Debentures on the Nasdaq National Market or such other automated quotation system or national securities exchange on which the Preferred Securities are then listed. (k) During a period of 90 days from the date of the Prospectus, neither the Company nor the Trust will, without the prior written consent of Legg Mason, (i) directly or indirectly, offer, pledge, sell, contract to xxxx, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Preferred Securities or Subordinated Debentures (or any equity or debt securities substantially similar to the Preferred Securities or Subordinated Debentures, respectively), or any securities convertible into or exercisable or exchangeable for Preferred Securities or Subordinated Debentures (or any equity or debt securities substantially similar to the Preferred Securities or Subordinated Debenture, respectively) or file any registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Preferred Securities or Subordinated Debentures (or any equity or debt securities substantially similar to the Preferred Securities or Subordinated Debentures, respectively), whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Preferred Securities or Subordinated Debentures (or any equity or debt securities substantially similar to the Preferred Securities or Subordinated Debentures, respectively), in cash or otherwise. The foregoing sentence shall not apply to the Preferred Securities or Subordinated Debentures to be sold hereunder. (l) The Company and its subsidiariesthe Trust, covering an applicable during the period beginning not later than when the first day Prospectus is required to be delivered in connection with sales of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) Preferred Securities under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations of the Commission thereunder. (m) For and during the period of three years from the effective date of the Registration Statement, the Company will furnish to the Underwriters copies of all reports or other communications (financial or other) furnished to shareholders generally, and deliver to the Underwriters (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which will satisfy the provisions any class of Section 11(a) securities of the 1933 Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as the Underwriters may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission). (n) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company will file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and at the time of filing either to pay to the Commission the filing fee for the Rule 462(b) Registration Statement or to give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants covenant with the each Underwriter as follows: (a) The Offerors will promptly notify the Underwriter promptly, and confirm the notice in writing, Representative or its counsel (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iii) of any suspension of qualification of the Preferred Securities for sale under Blue Sky or state securities laws, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Preferred Securities, the Offerors will give the Underwriter notice of their intention to not file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), (ii) any or amendment or supplement to the Prospectus (including any revised prospectus which unless the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant Representative and counsel to the 1933 Act, the 1934 Act Underwriters have been furnished with a copy of such amendment or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within for their review and comment a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter Underwriters shall reasonably objectobject on legal grounds in writing after consultation with the Representative. Subject to the foregoing, the Offerors will file promptly prepare a supplement to the Prospectus to reflect the terms of the Preferred Securities and the terms of the offering contemplated by this Agreement. The Offerors will file such Prospectus as so supplemented pursuant to Rule 424(b) and Rule 430A under the Act not later than within the Commission's close of business on time periods provided by such Rule and Rule 430A(a)(3) under the second business day following the execution and delivery of this AgreementAct. (c) The Offerors will deliver to the Underwriter Representative one signed and as many signed conformed copies of the Registration Statement Statement, in each case as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, without charge, from time to time during the period of time (not exceeding nine months) after the date of the Prospectus when the a Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder; and in case any Underwriter is required to deliver a prospectus after the expiration of nine months after the date of the Prospectus, to furnish to the Representative, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3) of the 1933 Xxx. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Preferred Securities, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein Prospectus not misleading in the light of the circumstances under which they were made not misleading existing at the time it is to be delivered to a purchaser, or if it shall be necessary at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, will promptly prepare and file with the Commission subject to paragraph (b) above such amendment or supplement which will as may be necessary to correct such untrue statement or omission or an amendment which will effect to make the Registration Statement or the Prospectus comply with such compliance requirements; and the Offerors will furnish to the Underwriter Underwriters, without charge, a reasonable number of copies of such amendment or supplement, except that in case any Underwriter is required to deliver a prospectus in connection with sales of the Preferred Securities after the expiration of nine months after the date of the Prospectus the Offerors shall be required to furnish any such amendments or supplements to such Underwriter only at the expense of such Underwriter. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representative may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualifiedqualified or to comply with any other requirements deemed by the Company to be unduly burdensome. (g) The Company Trust will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, practicable an earnings statement of the Company (which need not be auditedaudited by independent public accountants) of the Company and its subsidiaries, covering an applicable a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following after the "Effective Dateeffective date" (as defined in Rule 158(c) under 158 of the Act1933 Act Regulations) of the Registration StatementStatement and ending not later than 15 months thereafter, which will that shall satisfy the provisions of Section 11(a) of the 1933 ActAct and said Rule 158. (h) For a period of 18 months after the Closing Time, the Company will furnish to you and, upon request, to each Underwriter, copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to its stockholders or security holders generally. (i) The Offerors will use best efforts to effect the listing of the Preferred Securities (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange; if the Preferred Securities are exchanged for Subordinated Debt Securities, the Company will use its best efforts to effect the listing of the Subordinated Debt Securities on the exchange on which the Preferred Securities were then listed. (j) During a period of 60 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or the Subordinated Debt Securities or any debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities (except for the Subordinated Debt Securities and the Preferred Securities issued pursuant to this Agreement).

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representatives promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the filing of any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), ) or (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representatives with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representatives with copies of any document that will be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representatives as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representatives may reasonably request and will also deliver to the Underwriter Representatives a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) Although the Company and the Trust do not currently intend to apply to list the Capital Securities on any national or international exchange, if the Capital Securities are exchanged for Junior Subordinated Notes while the Capital Securities are listed on any national or international exchange, the Company will use its best efforts to effect the listing of the Junior Subordinated Notes on any exchange on which the Capital Securities are then listed. (i) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Prior to the termination of the offering of the Capital Securities, the Offerors will notify the Underwriter Representative promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective post‑effective amendment), (ii) of the filing of any supplement to the Final Prospectus or any document filed pursuant to the 1934 Act which will be incorporated by reference in the Final Prospectus, (iii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement or Final Prospectus (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional informationinformation relating thereto (other than such a request with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus), and (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Prior to the termination of the offering of the Capital Securities, the Offerors (1) will give the Underwriter Representative notice of their intention to file or prepare prepare (i) any amendment to the Registration Statement (including any postpost‑effective amendment) (other than with respect to a document filed with the Commission pursuant to the 1934 Act which will be incorporated by reference in the Registration Statement and Final Prospectus that is not filed to correct a misstatement, an omission or non-effective amendmentcompliance that is the subject of a notice delivered to the Underwriters pursuant to paragraph (e) below (a "Periodic Filing")), or (ii) any amendment or supplement to the Final Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations) (other than with respect to a Periodic Filing), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably objectobject and (2) will furnish the Representative with copies of any document that will be incorporated by reference in the Final Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise. Subject to the foregoing, the Offerors will file the Final Prospectus pursuant to Rule 424(b) and Rule 430A under the 1933 Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter Representative as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter Representative may reasonably request and will also deliver to the Underwriter Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the UnderwriterUnderwriters. (d) The Offerors will furnish to the each Underwriter, from time to time during the period when the Final Prospectus is required to be delivered under the 1933 Act, such number of copies of the Final Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder1933 Act Regulations. (e) If at any time when the Final Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, except with respect to any such delivery requirement imposed upon an affiliate of the Offerors in connection with any secondary market sales, any event shall occur as a result of which the Final Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading misleading, or if it shall be necessary to amend or supplement the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance compliance, give immediate notice, and confirm in writing, to the Offerors will Underwriters to cease the solicitation of offers to purchase the Capital Securities, and furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter Underwriters as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act0000 Xxx) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act. (h) The Offerors will use reasonable efforts to effect the listing of the Capital Securities on the London Stock Exchange; if the Capital Securities are exchanged for Junior Subordinated Notes, the Company will use its reasonable best efforts to effect the listing of the Junior Subordinated Notes on the exchange on which the Capital Securities were then listed. (i) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (j) Until the business day following the Closing Date, neither the Company nor the Trust will, without the consent of the Representatives, offer or sell, or announce the offering of, any additional securities covered by the Registration Statement or any other securities of the Company or any trust formed by the Company that are substantially similar to the Capital Securities.

Covenants of the Offerors. Each of the Offerors jointly and severally covenants with the each Underwriter as follows: (a) The Offerors will notify the Underwriter promptlyRepresentative immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representative notice of their intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) or any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, amendment or supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Representative or counsel for the Underwriter Underwriters shall reasonably objectobject unless the Company shall conclude that such amendment or supplement must be filed in accordance with applicable law. Subject to the foregoing, the Offerors will promptly prepare a supplement to the Prospectus to reflect the terms of the [Designated] Securities and the terms of the Offering. The Offerors will file the Prospectus as so supplemented pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act. (c) The Offerors will deliver furnish to the Underwriter as many signed Representatives copies of the Registration Statement Statement, including all exhibits thereto, the Prospectus and all amendments and supplements to such documents, in each case as originally filed soon as available and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) in such quantities as the Underwriter may are reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriterrequested. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Offerors will forthwith amend or supplement the Prospectus in accordance with paragraph (b) above so that, as then so amended or supplemented supplemented, the Prospectus will not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they were made existing at the time it is delivered to a purchaser, not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulationsmisleading, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter Underwriters a reasonable number of copies of such amendment or supplement. (fe) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Preferred Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Representative may designate; provided, however, that none each of the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (gf) The Company Trust will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) in form complying with the provisions of Rule 158 of the Company and its subsidiaries, 1933 Act Regulations) covering an applicable a twelve-month period beginning not later than the first day of the CompanyTrust's fiscal quarter next following the "Effective Dateeffective date" (as defined in said Rule 158(c) under the Act158) of the Registration Statement, which . (g) The Offerors will satisfy use their reasonable efforts to effect the provisions of Section 11(a) listing of the 1933 ActPreferred Securities on the [New York Stock Exchange]; if the Preferred Securities are exchanged for Subordinated Debt Securities, the Company will use its reasonable efforts to effect the listing of the Subordinated Debt Securities on the exchange on which the Preferred Securities were then listed. (h) During a period of 30 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or any equity securities substantially similar to the Preferred Securities (except for Preferred Securities issued pursuant to this Agreement).

Covenants of the Offerors. Each of the Offerors jointly and severally covenants covenant with the each Underwriter as follows: (a) The Offerors will notify the Underwriter promptlyRepresentatives immediately, and and, if requested by any Representative, confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), ) or (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Representative with copies of any such amendment, supplement or other document within a reasonable amount period of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter Representatives or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.Underwriters shall

Covenants of the Offerors. Each of the Offerors jointly and severally covenants agrees with the each Underwriter as follows: (a) The Offerors will comply with the requirements of Rule 430A of the 1933 Act Regulations if and as applicable, and will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)) or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement and any amendment thereto (including any post-effective amendment) or any amendment or supplement to the Prospectus or for additional information, and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (iv) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Preferred Securities under state securities or Blue Sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors will give the Underwriter Representatives notice of their intention to file or prepare (i) any amendment to the Registration Statement (including any post-effective amendment), ) or (ii) any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter Underwriters in connection with the offering of the Capital Preferred Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter with copies of any such amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement.the (c) The Offerors will deliver to each of the Underwriter as many Representatives one signed copies copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a Representatives, without charge, as many conformed copy copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for as the Underwriter.Representatives may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (d) The Offerors will deliver to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter may reasonably request, and the Offerors hereby consent to the use of such copies for purposes permitted by the 1933 Act. The Offerors will furnish to the each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as the such Underwriter may reasonably request for request. If applicable, the purposes contemplated by Prospectus and any amendments or supplements thereto furnished to the 1933 Act or Underwriters will be identical to the respective applicable rules and regulations of electronically transmitted copies thereof filed with the Commission thereunder.pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriters, to amend or supplement the Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Offerors will forthwith amend or supplement the Prospectus or file such document (in form and substance satisfactory to counsel for the Underwriters) so that, as then so amended or supplemented supplemented, the Prospectus will not include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement.the (f) The Offerors will endeavor, in cooperation with the UnderwriterUnderwriters, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Preferred Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter Underwriters may designate; provided, however, that none of the Offerors shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is they are not so qualified. In each jurisdiction in which the Preferred Securities have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with distribution of the Preferred Securities. (g) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department. (h) The Company will make generally available to its security the holders and to the Underwriter of Preferred Securities as soon as practicable, but not later than 45 days (or 90 days days, in the case of a period that is also the Company's fiscal year) after the close of the period covered thereby, an earnings statement (which need not be audited) in form complying with the provisions of Rule 158 of the Company and its subsidiaries, 1933 Act Regulations) covering an applicable a twelve-month period beginning not later than the first day of the CompanyTrust's fiscal quarter next following the "Effective Dateeffective date" (as defined in said Rule 158(c) under the Act) 158 of the Registration Statement. (i) The Trust will use the proceeds received by it from the sale of the Preferred Securities, which and AAG Holding and the Company will satisfy use the provisions proceeds received by it from the sale of Section 11(athe Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds". (j) If, at the time that the Registration Statement became (or in the case of a post-effective amendment becomes) effective, any information shall have been omitted therefrom in reliance upon Rule 430A of the 1933 Act Regulations, then immediately (k) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the Exchange Act and the 1934 Act Regulations. (l) The Company will use its best efforts to effect the listing of the Designated Securities (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange and to cause the Designated Securities to be registered under the 1934 Act. If the Preferred Securities are exchanged for Subordinated Debentures, the Company will use its best efforts to effect the listing of the Subordinated Debentures on the exchange on which the Designated Securities were then listed and to cause the Subordinated Debentures to be registered under the 1934 Xxx. (m) During a period of 90 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the prior written consent of the Underwriters, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any agreement to sell, any Preferred Securities, any security convertible into or exchangeable or exercisable for Preferred Securities, or the Subordinated Debentures or any debt securities substantially similar to the Subordinated Debentures or any equity securities substantially similar to the Preferred Securities (except for the Subordinated Debentures and the Preferred Securities issued pursuant to this Agreement). (n) During a period of two years from the Closing Time, the Company will make generally available to the Underwriters copies of all reports and other communications (financial or other) mailed to shareholders, and deliver to the Underwriters promptly after they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and shall furnish such additional information concerning the business and financial condition of the Company as the Underwriters may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to the Commission).

Covenants of the Offerors. Each In further consideration of the agreements of the Underwriters herein contained, the Offerors jointly and severally covenants with the Underwriter covenant as follows: (a) The Offerors Trust and the Corporation will prepare the Final Prospectus in a form approved by the Underwriters and will file such Final Prospectus with the Commission pursuant to the applicable subparagraph of Rule 424(b) within the time period prescribed. The Trust and the Corporation will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) if not effective at the time of execution of this Agreement, of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), and of the filing of the Final Prospectus pursuant to Rule 424(b), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement Statement, or any amendment or supplement to the Final Prospectus or for additional information, and (iviii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement of the suspension of the qualification of the securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings proceeding for that such purpose. The Offerors Trust and the Corporation will make every reasonable effort to prevent the issuance of any stop order or of any order suspending any such qualification and, if any stop such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) The Offerors Trust and the Corporation will give deliver to the Underwriter Underwriters such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (including documents incorporated by reference into the Final Prospectus and exhibits thereto) as such Underwriters may reasonably request and copies of each Preliminary Final Prospectus, the Final Prospectus and any amendment or supplement to such Final Prospectus. (c) The Trust and the Corporation will furnish to the Underwriters, from time to time during the period when the Final Prospectus is required to be delivered under the Securities Act, such number of copies of the Final Prospectus (as amended or supplemented, if applicable) as they may reasonably request for the purposes contemplated by the Securities Act or the Securities Act Regulations. (d) The Trust and the Corporation will deliver to the Underwriters notice of their intention to prepare or file or prepare (i) any amendment to the Registration Statement relating to the Capital Securities (including any post-effective amendment), (ii) or any amendment or supplement to the Final Prospectus (including any revised prospectus other than documents deemed to be incorporated by reference into the Final Prospectus) which the Offerors Trust and the Corporation propose for use by the Underwriter Underwriters in connection with the offering of the Capital Securities and which differs from the prospectus on file at the Commission at the time the Registration Statement became becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Securities Act Regulations), or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriter Underwriters and counsel for the Underwriters with copies of any such amendment, amendment or supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment, amendment or supplement or other document or use any such prospectus to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (c) The Offerors will deliver to the Underwriter as many signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and will also deliver to the Underwriter a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when If, during such period after the Prospectus is required Closing Date and prior to the date on which the distribution of Capital Securities by the 1933 Act to be delivered in connection with sales of the Capital SecuritiesUnderwriters is completed, any event shall occur as a result of which it is necessary, in the opinion of the Offerors' counsel, to amend or supplement the Final Prospectus (as then amended or supplemented will include any supplemented) in order to ensure that the Final Prospectus does not contain an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading misleading, or if it shall be is necessary to amend or supplement the Final Prospectus in order to comply with law, the requirements Trust and the Corporation will forthwith prepare and furnish, at the Corporation's own expense, to the Underwriters, either amendments or supplements to the Final Prospectus so that the statements in the Final Prospectus as so amended or supplemented will not, in the light of the 1933 Act circumstances under which they were made, be misleading or so that the 1933 Act RegulationsFinal Prospectus will comply with law, as the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplementcase may be. (f) The Offerors Trust and the Corporation, during the period when the Final Prospectus is required to be delivered under the Securities Act, will endeavor, in cooperation file promptly all documents required to be filed with the UnderwriterCommission pursuant to Section 13, 14 or 15 of the Exchange Act subsequent to the time the Registration Statement becomes effective. (g) The Trust and the Corporation will endeavor to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering offer and sale under the applicable securities or blue sky laws of such states jurisdictions as any Underwriter shall reasonably request and to pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and the other jurisdictions printing of any memoranda concerning the United States as the Underwriter may designateaforesaid qualification; provided, however, that none of the Offerors neither Offeror shall be obligated required to qualify as a foreign corporation to do business in any jurisdiction in which where it is not so qualifiednow qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where they are not now subject. (gh) During the period beginning on the date hereof and continuing to and including the Closing Date, the Trust and the Corporation will not offer, sell, contract to sell or otherwise dispose of (other than in an offering made exclusively outside the United States) any securities of the Corporation or the Trust substantially similar to the Capital Securities or any securities convertible into or exchangeable for the Capital Securities without the prior written consent of the Underwriters. (i) During the period when the Capital Securities are outstanding, the Corporation will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (j) The Company Corporation will make generally available to its security holders and to the Underwriter holders, as soon as practicableit is practicable to do so, but in any event not later than 90 days 18 months after the close effective date of the period covered therebyRegistration Statement, an earnings statement or statements of the Corporation (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will shall satisfy the provisions requirements of Section 11(a) of the 1933 ActSecurities Act and Rule 158 of the Securities Act Regulations and will advise you in writing when such statement has been so made available.

Covenants of the Offerors. Each of the The Offerors jointly and severally covenants agree with the each Underwriter as follows: (a) Promptly following the execution of this Agreement, the Offerors will cause the Prospectus to be filed with the Commission pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriters when such filing has been made. Prior to the filing, the Offerors will cooperate with the Underwriters in the preparation of such Prospectus to assure that the Underwriters have no reasonable objection to the form or content thereof when filed or mailed. (b) The Offerors will comply with the requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations if and as applicable, and will notify the Underwriter promptlyUnderwriters immediately, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment)amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and (v) of the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Securities or the Shares under state securities or Blue Sky laws or the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (bc) The Offerors will give the Underwriter Underwriters notice of their its intention to file or prepare (i) prepare any amendment to the Registration Statement (including any post-effective amendment), (ii) amendment and any amendment or supplement to the Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriter in connection with the offering of the Capital Securities which differs from the prospectus on file at the Commission at the time the Registration Statement became effective, whether or not such revised prospectus is required to be filed pursuant to filing under Rule 424(b462(b) of the 1933 Act Regulations), any Term Sheet or (iii) any document that would as a result thereof be incorporated by reference amendment, supplement or revision to either the prospectus included in the Prospectus Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, ; will furnish the Underwriter Underwriters with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within revision a reasonable amount of time prior to such proposed filing or use, as the case may be, ; and will not file any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus revision to which the Underwriter Underwriters or counsel for the Underwriter Underwriters shall reasonably object. Subject to the foregoing, the Offerors will file the Prospectus pursuant to Rule 424(b) and Rule 430A under the Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement. (cd) The Offerors Company will deliver to Merrxxx Xxxcx xxx counsel for the Underwriter as many Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Underwriter may reasonably request and signed copies of all consents and certificates of experts, and will also deliver to the Underwriter Merrxxx Xxxcx, xxthout charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for the Underwriter. (d) The Offerors will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies each of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder. (e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Capital Securities, any event shall occur as a result of which the Prospectus as then amended or supplemented will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading or if it shall be necessary to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Offerors will, subject to paragraph (b) above, promptly prepare and file with the Commission such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and the Offerors will furnish to the Underwriter a reasonable number of copies of such amendment or supplement. (f) The Offerors will endeavor, in cooperation with the Underwriter, to qualify the Capital Securities (and the Capital Securities Guarantee) and the Junior Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company will make generally available to its security holders and to the Underwriter as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (which need not be audited) of the Company and its subsidiaries, covering an applicable period beginning not later than the first day of the Company's fiscal quarter next following the "Effective Date" (as defined in Rule 158(c) under the Act) of the Registration Statement, which will satisfy the provisions of Section 11(a) of the 1933 Act.Underwriters. If