Common use of Sale and Delivery to Initial Purchasers Closing Clause in Contracts

Sale and Delivery to Initial Purchasers Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser agrees to purchase from the Trust, at a price of $1,000 per Capital Security, the number of Capital Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Capital Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 10 hereof. Deliveries of certificates for the Capital Securities shall be made at the office of KBW in New York (or at the offices of Brown & Wood LLP specified below in the case of Capital Securities registered in the name of Cede & Co.), and payment of the purchase price for the Capital Securities shall be made by the Initial Purchasers to the Trust by wire transfer of immediately available funds contemporaneous with closing at the offices of Brown & Wood LLP, One World Trade Center, New York, New York 10048, at 10:00 A.M. on January 31, 1997, or such other time not later than ten business days after such date as shall be agreed upon by KBW and the Offerors (such time and date of payment and delivery being herein called the "Closing Time"). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust by wire transfer of immediately available funds, against delivery for the account of the Initial Purchasers of certificates for the Capital Securities. Certificates for the Capital Securities shall be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Time. It is understood that each of the Initial Purchasers has authorized KBW for its account to accept delivery of, receipt for, and make payment of the purchase price for the Capital Securities which it has agreed to purchase. KBW, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase price for the Capital Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. As compensation to the Initial Purchasers for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW in immediately available funds, for the several accounts of the Initial Purchasers, $15.00 per Capital Security to be delivered by the Company hereunder at the Closing Time. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustCompany, at a the price of $1,000 per Capital Securityset forth in Schedule B, the number aggregate principal amount of Capital Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Capital principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. Deliveries . (b) Payment of the purchase price for, and delivery of certificates for for, the Capital Securities shall be made at the office Chicago, Illinois offices of KBW in New York (Mayer, Brown, Rxxx & Maw LLP, or at the offices of Brown & Wood LLP specified below in the case of Capital Securities registered in the name of Cede & Co.), and payment of the purchase price for the Capital Securities such other place as shall be made agreed upon by the Initial Purchasers to Representatives and the Trust by wire transfer of immediately available funds contemporaneous with closing at the offices of Brown & Wood LLP, One World Trade Center, New York, New York 10048Company, at 10:00 9:00 A.M. (Central time) on January 31, 1997the fourth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by KBW the Representatives and the Offerors Company (such time and date of payment and delivery being herein called the "“Closing Time"”). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Representatives for the account respective accounts of the Initial Purchasers of certificates for the Capital Securities. Certificates for the Capital Securities shall to be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Timepurchased by them. It is understood that each of the Initial Purchasers Purchaser has authorized KBW the Representatives, for its account account, to accept delivery of, receipt for, and make payment of the purchase price for for, the Capital Securities which it has agreed to purchase. KBWThe Representatives, individually and not as representative representatives of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase purchase price for the Capital Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. As compensation to the Initial Purchasers for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW in immediately available funds, for the several accounts of the Initial Purchasers, $15.00 per Capital Security to be delivered by the Company hereunder at the Closing Time. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Initial Purchaser, severally and not jointly, Purchaser and each Initial Purchaser agrees to purchase from the Trust, at a price of $1,000 per Series A Capital Security, the number of Series A Capital Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Series A Capital Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. . (b) Deliveries of certificates for the respective accounts of the Initial Purchasers for the Series A Capital Securities shall be made at the office of KBW Xxxxxxx Xxxxx in New York (or at the offices of Brown & Wood LLP specified below in the case of Capital Securities registered in the name of Cede & Co.)York, and payment of the purchase price for the Series A Capital Securities shall be made by Xxxxxxx Xxxxx on behalf of the several Initial Purchasers Purchasers, to the Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by Xxxxxxx Xxxxx and the offices of Brown & Wood LLP, One World Trade Center, New York, New York 10048Offerors, at 10:00 A.M. on January 31February 3, 19971997 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by KBW Xxxxxxx Xxxxx and the Offerors (such time and date of payment and delivery being herein called the "Closing Time"). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust by wire transfer of immediately available funds, against delivery for the account of the Initial Purchasers of certificates for the Capital Securities. Certificates for the Series A Capital Securities shall be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Time. It is understood that each of the Initial Purchasers Purchaser has authorized KBW Xxxxxxx Xxxxx, for its account account, to accept delivery of, receipt for, and make payment of the purchase price for for, the Series A Capital Securities which it has agreed to purchase. KBWXxxxxxx Xxxxx, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase purchase price for the Series A Capital Securities Securities, to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. . (c) As compensation to the Initial Purchasers for their commitments commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW Xxxxxxx Xxxxx in immediately available funds, for the several accounts of the several Initial Purchasers, $15.00 10 per Series A Capital Security to be delivered by the Company Trust hereunder at the Closing Time. . (d) Each Initial Purchaser, severally and not jointly, Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions hereinafter stated, the Company hereby agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly and not jointly and severally, to purchase from the Company at the price set forth in Schedule A, the aggregate principal amount of Firm Securities set forth in Schedule A, plus any additional principal amount of Firm Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject to such adjustments as the Representatives in their discretion shall make to ensure that any sales or purchases are in authorized denominations. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees Company hereby grants an option to sell to each the Initial PurchaserPurchasers, severally and not jointly, and each Initial Purchaser agrees to purchase from the TrustOptional Securities, at the price set forth in Schedule A not later than 30 days after the date of this Agreement, in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company setting forth the amount of Optional Securities as to which the several Initial Purchasers are then purchasing and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a price “Date of $1,000 per Capital SecurityDelivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Initial Purchasers, acting severally and not jointly, will purchase that proportion of the total principal amount of Optional Securities then being purchased which the number of Capital Firm Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Capital Securities which such Initial Purchaser may become obligated to purchase pursuant bears to the provisions total principal amount of Section 10 hereof. Deliveries Firm Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to ensure that any sales or purchases are in authorized denominations. (c) Payment of certificates for the Capital purchase price for, and delivery of the Firm Securities (which shall be represented by one or more definitive global securities in book-entry form that will be deposited by or on behalf of the Company with the DTCC (as defined below) or its designated custodian) shall be made at the office offices of KBW in Xxxxxx & Xxxxxx L.L.P., or at such other place as shall be agreed upon by the Representatives and the Company, at 8:00 A.M. (New York City time) on the third (or at fourth, if the offices of Brown & Wood LLP specified below in the case of Capital Securities registered in the name of Cede & Co.), and payment of the purchase price for the Capital Securities shall be made by the Initial Purchasers to the Trust by wire transfer of immediately available funds contemporaneous with closing at the offices of Brown & Wood LLP, One World Trade Center, New York, pricing occurs after 4:30 P.M. (New York 10048, at 10:00 A.M. City time) on January 31, 1997any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by KBW the Representatives and the Offerors Company (such time and date of payment and delivery being herein called the "“Closing Time"”). Payment for In addition, in the Capital event that any or all of the Optional Securities are purchased by the Initial Purchasers Purchasers, payment of the purchase price for, and delivery of, such Optional Securities (which shall be represented by one or more definitive global securities in book-entry form that will be deposited by or on behalf of the Company with the DTCC or its designated custodian) shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Representatives for the account respective accounts of the Initial Purchasers of certificates for the Capital Securities. Certificates for the Capital Securities shall to be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Timepurchased by them. It is understood that each of the Initial Purchasers Purchaser has authorized KBW the Representatives, for its account account, to accept delivery of, receipt for, and make payment of the purchase price for for, the Capital Firm Securities and the Optional Securities, if any, which it has agreed to purchase. KBWXxxxxxx Xxxxx, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase purchase price for the Capital Firm Securities or the Optional Securities, if any, to be purchased by any Initial Purchaser whose funds have not been received by the Closing TimeTime or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. As compensation to the Initial Purchasers for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW in immediately available funds, for the several accounts of the Initial Purchasers, $15.00 per Capital Security to be delivered by the Company hereunder at the Closing Time. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustCompany, at a the price of $1,000 per Capital Securityset forth in Schedule B hereto, the number aggregate principal amount of Capital Securities set forth in Schedule A hereto opposite the name of such Initial Purchaser, plus any additional Capital principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. Deliveries . (b) Payment of the purchase price for, and delivery of certificates for in definitive form for, the Capital Securities shall be made at the office offices of KBW in Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by Xxxxxxx Xxxxx and the Company, at 9:00 A.M. (New York City time) on June 16, 1997 (or at unless postponed in accordance with the offices provisions of Brown & Wood LLP specified below in the case of Capital Securities registered in the name of Cede & Co.Section 11), and payment of the purchase price for the Capital Securities shall be made by the Initial Purchasers to the Trust by wire transfer of immediately available funds contemporaneous with closing at the offices of Brown & Wood LLP, One World Trade Center, New York, New York 10048, at 10:00 A.M. on January 31, 1997, or such other time not later than ten business days after such date as shall be agreed upon by KBW Xxxxxxx Xxxxx and the Offerors Company (such time and date of payment and delivery being herein called the "Closing Time"). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to Xxxxxxx Xxxxx for the account respective accounts of the Initial Purchasers of certificates for the Capital Securities. Certificates for the Capital Securities shall to be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Timepurchased by them. It is understood that each of the Initial Purchasers Purchaser has authorized KBW Xxxxxxx Xxxxx, for its account account, to accept delivery of, receipt for, and make payment of the purchase price for for, the Capital Securities which it has agreed to purchase. KBWXxxxxxx Xxxxx, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase purchase price for the Capital Securities to be purchased by any Initial Purchaser whose funds have not been received by by, the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Capital Securities which are not resold to institutional "accredited investors" shall be registered in such names and in such denominations as the name Initial Purchasers may request not less than two full business days in advance of Cede & Co. pursuant to the DTC Agreement Closing Time and shall be made available for examination and packaging by the Initial Purchasers in The City of New York, New York not later than 10:00 A.M. (New York City time) on the last business day prior to the Closing Time. As compensation to the Initial Purchasers for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW in immediately available funds, for the several accounts of the Initial Purchasers, $15.00 per Capital Security to be delivered by the Company hereunder at the Closing Time. . (c) Each Initial Purchaser, Purchaser severally and not jointly, jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer (as defined in Section 6(a)(i)Buyer") and an Institutional "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor (as defined in Section 6(a)(i)Investor").

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Issuer agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustIssuer, at a the price of $1,000 per Capital Securityset forth in Schedule B, the number aggregate principal amount of Capital Securities Notes set forth in Schedule A opposite the name of such Initial Purchaser, Purchasers plus any additional Capital Securities principal amount of Notes which such Initial Purchaser Purchasers may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. Deliveries of certificates for the Capital Securities shall be made at the office of KBW in New York . (or at the offices of Brown & Wood LLP specified below in the case of Capital Securities registered in the name of Cede & Co.), and payment b) Payment of the purchase price for the Capital Securities Notes shall be made by the Initial Purchasers to the Trust by wire transfer of immediately available funds contemporaneous with closing at the offices of Brown Shearman & Wood LLPSterling, One World Trade Center9 Axxxxx Xxxxxx, New YorkLondon EC2A 2AP, New York 10048United Kingdom, or at such other place as shall be agreed upon by the Initial Purchasers, the Issuer and the Guarantor, at 10:00 9:00 A.M. (London time) on January 31, 1997the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by KBW the Initial Purchasers, the Issuer and the Offerors Guarantor (such time and date of payment and delivery being herein called the "Closing Time"). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust Issuer by wire transfer of immediately available fundsfunds to a bank account designated by the Issuer or the Guarantor, against delivery to the Initial Purchaser for the account respective accounts of the Initial Purchasers of certificates for the Capital SecuritiesNotes to be purchased by them. Certificates for the Capital Securities shall be in such denominations Each of Deutsche Bank AG London and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Time. It is understood that each of the Initial Purchasers has authorized KBW for its account to accept delivery of, receipt for, and make payment of the purchase price for the Capital Securities which it has agreed to purchase. KBWDresdner Bank AG London Branch, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase purchase price for the Capital Securities Notes to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. As compensation to the Initial Purchasers for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW in immediately available funds, for the several accounts of the Initial Purchasers, $15.00 per Capital Security to be delivered by the Company hereunder at the Closing Time. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Issuer agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustIssuer, at a the price of $1,000 per Capital Securityset forth in Schedule B, the number aggregate principal amount of Capital Securities Notes set forth in Schedule A opposite the name of such Initial Purchaser, Purchasers plus any additional Capital Securities principal amount of Notes which such Initial Purchaser Purchasers may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. Deliveries of certificates for the Capital Securities shall be made at the office of KBW in New York . (or at the offices of Brown & Wood LLP specified below in the case of Capital Securities registered in the name of Cede & Co.), and payment b) Payment of the purchase price for the Capital Securities Notes shall be made by the Initial Purchasers to the Trust by wire transfer of immediately available funds contemporaneous with closing at the offices of Brown & Wood LLPClifxxxx Xxxnce, One World Trade Center200 Xxxxxxxxxx Xxxxxx, New YorkXxxxxx XX0X 0XX, New York 10048Xxxxxx Xxxxxxx, xx at such other place as shall be agreed upon by the Initial Purchasers, the Issuer and the Guarantor, at 10:00 9:00 A.M. (London time) on January 31, 1997the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by KBW the Initial Purchasers, the Issuer and the Offerors Guarantor (such time and date of payment and delivery being herein called the "Closing Time"). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust Issuer by wire transfer of immediately available fundsfunds to a bank account designated by the Issuer or the Guarantor, against delivery to the Initial Purchaser for the account respective accounts of the Initial Purchasers of certificates for the Capital SecuritiesNotes to be purchased by them. Certificates for the Capital Securities shall be in such denominations Each of Merrxxx Xxxcx Xxxernational and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Time. It is understood that each of the Initial Purchasers has authorized KBW for its account to accept delivery of, receipt for, and make payment of the purchase price for the Capital Securities which it has agreed to purchase. KBWSalomon Brothers International Limited, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase purchase price for the Capital Securities Notes to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. As compensation to the Initial Purchasers for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW in immediately available funds, for the several accounts of the Initial Purchasers, $15.00 per Capital Security to be delivered by the Company hereunder at the Closing Time. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each the Initial PurchaserPurchasers, and the Initial Purchasers agree to severally and not jointly purchase from the Company, an aggregate of 8,700,000 Shares at a price of $48.50 per Share. The parties agree that the initial offering price of the Shares will be $50.00 per Share. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers, severally and not jointly, and each Initial Purchaser agrees to purchase up to an additional 1,300,000 Shares, at the price per Share set forth in Section 2(a) hereof, plus an amount per Share equal to any accrued and unpaid dividends or distributions from the Trust, at a price Closing Time. The option hereby granted will expire 30 days after the date hereof and may be exercised not more than two times in whole or in part only for the purpose of $1,000 per Capital Security, covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by Merrxxx Xxxcx xx the Company setting forth the number of Capital Securities Option Shares as to which the several Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the Merrxxx Xxxcx, xxt shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Initial Purchasers, acting severally and not jointly, on the basis of the representations and warranties of the Company contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Capital Securities which such Initial Purchaser may become obligated to purchase pursuant Purchasers bears to the provisions total number of Section 10 hereof. Firm Shares, subject in each case to such adjustments as Merrxxx Xxxcx xx its discretion shall make to eliminate any sales or purchases of fractional shares. (c) Deliveries of certificates for the Capital Securities Firm Shares shall be made at the office offices of KBW in Cahixx Xxxxxx & Xeinxxx xx The City of New York (or at such other place as shall be agreed upon by the offices of Brown & Wood LLP specified below in Initial Purchasers and the case of Capital Securities registered in the name of Cede & Co.), Company and payment of the purchase price for the Capital Securities Firm Shares shall be made by the Initial Purchasers to the Trust Company by wire transfer of immediately available funds contemporaneous with closing closing, at the offices of Brown & Wood LLP, One World Trade Center, New York9:00 a.m., New York 10048City time, at 10:00 A.M. on January 31April 23, 1997, 1999 or such other time not later than ten (10) business days after such date as shall be agreed upon by KBW the Initial Purchasers and the Offerors Company (such time and date of payment and delivery being referred to herein called as the "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Initial Purchasers, payment of the purchase price for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by Merrxxx Xxxcx xxx the Company, on each Date of Delivery as specified in the notice from Merrxxx Xxxcx xx the Company. (d) As compensation to the Initial Purchasers for its commitment hereunder, the Company hereby agrees to pay, at the Closing Time or the relevant Date of Delivery, if any, to the Initial Purchasers by wire transfer, in immediately available funds $1.50 per Share to be delivered by the Company hereunder at the Closing Time or the relevant Date of Delivery, if any. Payment for the Capital Securities Shares purchased by the Initial Purchasers shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank designated by the Company, against delivery for the account of to the Initial Purchasers of certificates for the Capital Securities. Certificates for the Capital Securities shall be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Time. It is understood that each of the Initial Purchasers has authorized KBW for its account to accept delivery of, receipt for, and make payment of the purchase price for the Capital Securities which it has agreed to purchase. KBW, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase price for the Capital Securities Shares to be purchased by any Initial Purchaser whose funds have not been received them. Unless otherwise specified in writing by the Initial Purchasers prior to the Closing TimeTime or the relevant Date of Delivery, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing as the Capital Securities which are not resold to institutional "accredited investors" case may be, the Firm Shares and Option Shares, if any, shall be issued in global form as one or more certificates registered in the name of Cede & Co. as nominee of DTC pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last at least one (1) business day prior to the Closing Time. As compensation to Time or the Initial Purchasers for their commitments hereunder and in view relevant Date of Delivery, as the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW in immediately available funds, for the several accounts of the Initial Purchasers, $15.00 per Capital Security to be delivered by the Company hereunder at the Closing Time. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i))case may be.

Sale and Delivery to Initial Purchasers Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser agrees to purchase from the Trust, at a price of $1,000 per Capital Security, the number of Capital Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Capital Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 10 hereof. Deliveries of certificates for the Capital Securities shall be made at the office of KBW in New York (or at the offices of Brown Xxxxx & Wood Xxxx LLP specified below in the case of Capital Securities registered in the name of Cede & Co.), and payment of the purchase price for the Capital Securities shall be made by the Initial Purchasers to the Trust by wire transfer of immediately available funds contemporaneous with closing at the offices of Brown Xxxxx & Wood LLP, One World Trade CenterXxx Xxxxx Xxxxx Xxxxxx, New YorkXxx Xxxx, New York 10048Xxx Xxxx 00000, at 10:00 A.M. on January 31March 21, 1997, or such other time not later than ten business days after such date as shall be agreed upon by KBW and the Offerors (such time and date of payment and delivery being herein called the "Closing Time"). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust by wire transfer of immediately available funds, against delivery for the account of the Initial Purchasers of certificates for the Capital Securities. Certificates for the Capital Securities shall be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing TimeTime except that no certificates may be issued in denominations of less than $100,000. It is understood that each of the Initial Purchasers has authorized KBW for its account to accept delivery of, receipt for, and make payment of the purchase price for the Capital Securities which it has agreed to purchase. KBW, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the Purchase price for the Capital Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. As compensation to the Initial Purchasers for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to KBW in immediately available funds, for the several accounts of the Initial Purchasers, $15.00 30.00 per Capital Security to be delivered by the Company hereunder at the Closing Time. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).