Common use of Operative Agreements Clause in Contracts

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and --------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. U. S. Bank National Association ("U.S. U. S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 4,124,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. U. S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. U. S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 41,238,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 12,887,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. State Street Bank and Trust Company of Connecticut, National Association ("U.S. BankState Street"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 5,155,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankState Street, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankState Street, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 12,372,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders Purchaser of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 10,310,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank")Wilmington Trust Company, as guarantee trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($15,464,000.00 7,217,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "DebenturesJunior Subordinated Notes") of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional Property Trustee"), and as Delaware trustee (the Administrators "Delaware Trustee") the Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "Trust Agreement"). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents." The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the "Securities." All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank")Company, as guarantor, and Wilmington Trust Company, as guarantee trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase THIRTY MILLION NINE HUNDRED TWENTY-EIGHT Thousand ($15,464,000.00 30,928,000) Dollars in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "DebenturesJunior Subordinated Notes") of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional Property Trustee"), Wilmington Trust Company, as Delaware Trustee, the Administrators Administrative Trustees named therein, therein and the Company, as depositor, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "Trust Agreement"). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents." The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the "Securities." All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 4,124,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 4,124,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and --------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 20,619,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 37,114,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank")Wilmington Trust Company, as guarantee trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase TEN MILLION THREE HUNDRED TEN THOUSAND ($15,464,000.00 10,310,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "Debentures"“Junior Subordinated Notes”) of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional “Property Trustee"”), Wilmington Trust Company, as Delaware trustee (the “Delaware Trustee”), the Administrators Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "“Trust Agreement"”). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. State Street Bank and Trust Company of Connecticut, National Association ("U.S. BankState Street"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankState Street, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankState Street, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchasers of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators administrators of the Trust named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 6,186,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and --------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. State Street Bank and Trust Company of Connecticut, National Association ("U.S. BankState Street"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 6,186,000 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankState Street, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankState Street, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 20,619,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators administrators of the Trust named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. State Street Bank and Trust Company of Connecticut, National Association ("U.S. Bank")Association, as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 3,093,000 in principal amount of the Floating Rate 10.60% Junior Subordinated Deferrable Interest Debentures (the "DebenturesDebt Securities") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankState Street Bank and Trust Company of Connecticut, National Association, as institutional trustee (the "Institutional Trustee")trustee, the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures Debt Securities shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankState Street Bank and Trust Company of Connecticut, National Association, as indenture trustee (the "Indenture TrusteeIndenture"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 20,619,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and --------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 41,238,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and -------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 25,774,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 7,217,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 10,310,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 51,547,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company, such Debentures to be fully and unconditionally guaranteed by the Guarantor. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWilmington Trust Company ("WTC"), as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between among the Company Company, the Guarantor and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 5,155,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 18,042,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 10,310,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. State Street Bank and Trust Company of Connecticut, National Association ("U.S. Bank")Association, as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 10,310,000 in principal amount of the Floating Rate 10.20% Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankState Street Bank and Trust Company of Connecticut, National Association, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankState Street Bank and Trust Company of Connecticut, National Association, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and --------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 3,093,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 5,155,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 41,238,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 20,619,000 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware Trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators administrators of the Trust named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 36,083,000 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware Trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators administrators of the Trust named therein, and the Company, as Sponsor, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 3,609,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 25,774,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("“U.S. Bank"”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 10,310,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 25,774,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank")Wilmington Trust Company, as guarantee trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase FIVE MILLION ONE HUNDRED FIFTY-FIVE THOUSAND AND 00/100 ($15,464,000.00 5,155,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "Debentures"“Junior Subordinated Notes”) of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional “Property Trustee"”), and as Delaware trustee (the “Delaware Trustee”), the Administrators Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "“Trust Agreement"”). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 23,712,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. State Street Bank and Trust Company of Connecticut, National Association ("U.S. BankState Street"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 10,310,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankState Street, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankState Street, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Deutsche Bank National Association ("U.S. Bank")Trust Company Americas, as guarantee trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase FOUR MILLION SIX HUNDRED FORTY THOUSAND ($15,464,000.00 4,640,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "DebenturesJunior Subordinated Notes") of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankDeutsche Bank Trust Company Americas, as institutional property trustee (the "Institutional Property Trustee"), the Administrators Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "Trust Agreement"). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankDeutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents." The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the "Securities." All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Securities shall be fully and --------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. State Street Bank and Trust Company of Connecticut, National Association ("U.S. BankState Street"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 3,093,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankState Street, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankState Street, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 6,186,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank")Wilmington Trust Company, as guarantee trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase TWELVE MILLION THREE HUNDRED SEVENTY-TWO THOUSAND AND 00/100 ($15,464,000.00 12,372,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "Debentures"“Junior Subordinated Notes”) of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional “Property Trustee"”), and as Delaware trustee (the Administrators “Delaware Trustee”) the Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "“Trust Agreement"”). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank")Company, as guarantor, and Wilmington Trust Company, as guarantee trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase TEN MILLION THREE HUNDRED TEN THOUSAND ($15,464,000.00 10,310,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "Debentures"“Junior Subordinated Notes”) of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional “Property Trustee"”), Wilmington Trust Company, as Delaware Trustee, the Administrators Administrative Trustees named therein, therein and the Company, as depositor, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "“Trust Agreement"”). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Securities shall be fully and -------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 3,093,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank JPMorgan Chase Bank, National Association ("U.S. BankChase"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 13,403,000 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankChase, as Delaware Trustee (the "Delaware Trustee"), Chase, as institutional trustee (the "Institutional Trustee"), the Administrators administrators of the Trust named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankChase, as indenture trustee (the "Indenture Trustee"). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds Spectrum Shares from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 in principal amount of the Floating Fixed Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 13,403,000 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware Trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators administrators of the Trust named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase TWENTY-FIVE MILLION SEVEN HUNDRED SEVENTY-FOUR THOUSAND ($15,464,000.00 25,774,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "Debentures"“Junior Subordinated Notes”) of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional “Property Trustee"”) and as Delaware trustee (the “Delaware Trustee”), the Administrators Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "“Trust Agreement"”). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchasers of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 20,619,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators administrators of the Trust named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 20,619,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank")Wilmington Trust Company, as guarantee trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase FIFTEEN MILLION FOUR HUNDRED SIXTY-FOUR THOUSAND AND 00/100 ($15,464,000.00 15,464,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "Debentures"“Junior Subordinated Notes”) of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional “Property Trustee"”), and as Delaware trustee (the Administrators “Delaware Trustee”) the Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "“Trust Agreement"”). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank")Wilmington Trust Company, as guarantee trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($15,464,000.00 7,217,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "Debentures"“Junior Subordinated Notes”) of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional “Property Trustee"”), and as Delaware trustee (the Administrators “Delaware Trustee”) the Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Agent (the "“Trust Agreement"”). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase THIRTY-SIX MILLION EIGHTY-THREE THOUSAND AND 00/100 ($15,464,000.00 36,083,000) DOLLARS in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Notes (the "Debentures"“Junior Subordinated Notes”) of the Company. The Capital Preferred Securities and the Common Securities for of the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among U.S. BankWilmington Trust Company, as institutional property trustee (the "Institutional “Property Trustee"”) and as Delaware trustee (the “Delaware Trustee”), the Administrators Administrative Trustees named therein, therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents Purchaser (the "“Trust Agreement"”). The Debentures Junior Subordinated Notes shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWilmington Trust Company, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 25,774,000 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The obligations of the Company under the Indenture and the Guarantee shall be fully and unconditionally guaranteed by American Safety Insurance Holdings, Ltd., an exempted company organized with limited liability under the laws of Bermuda and the direct parent of the Company (the “Parent”) pursuant and subject to the Parent Guarantee Agreement (the “Parent Guarantee”), to be dated as of the Closing Date and executed and delivered by the Parent and WTC, as trustee (the “Parent Guarantee Trustee”). The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware Trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators administrators of the Trust named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. Bank"“WTC”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the “Delaware Trustee”), WTC, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "“Guarantee"”) pursuant and subject to the Guarantee Agreement (the "“Guarantee Agreement"”), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("“U.S. Bank"”), as trustee (the "“Guarantee Trustee"”), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "“Common Securities"”), and shall be used by the Trust to purchase $15,464,000.00 20,619,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "“Debentures"”) of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "“Institutional Trustee"”), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "“Trust Agreement"”). The Debentures shall be issued pursuant to an Indenture (the "“Indenture"”), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "“Indenture Trustee"”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "“Operative Documents."”

Operative Agreements. The Capital Securities shall be fully and -------------------- unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 51,547,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. State Street Bank and Trust Company of Connecticut, National Association ("U.S. BankState Street"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 10,310,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankState Street, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankState Street, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."" Center Bancorp, Inc./Placement Agreement/Floating Rate

Operative Agreements. The Capital Securities shall be fully --------------------- and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 10,310,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association Wilmington Trust Company ("U.S. BankWTC"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by <PAGE> the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 20,619,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. BankWTC, as Delaware trustee (the "Delaware Trustee"), WTC, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. BankWTC, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."