Common use of Sale and Delivery to the Underwriters Closing Clause in Contracts

Sale and Delivery to the Underwriters 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 the Underwriters, and the Underwriters agree to purchase from the Trust, 1,800,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof) at a price equal to 100.176% of the principal amount thereof, the Trust hereby grants an option plus accrued interest, from March 11, 2015 to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxx & Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., New York time, on April 14, 2015 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities LLC on behalf of Preferred all of the Underwriters. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.399 % of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx NationsBank Plaza, 000 Xxxxxxxxx Xxxxxx, XXX.X., Xxxxx 000Xxxxxxx, XxxxxxxxxxXxxxxxx at 10:00 A.M., XX 00000Atlanta time, on December 1, 1998 (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Underwriters. The delivery of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Trust Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agree agrees, severally and not jointly, to purchase from the TrustCompany, 1,800,000 Initial Securities the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination AgreementSchedule A hereto. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") Notes shall be determined represented by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities shall be issued in the form of one or more fully registered definitive global securities (the "Global Securities") in book-entry form in such denominations and certificates registered in the name of the Cede & Co., as nominee of for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Representativxx"), xor the account ox xxxx Unxxxxxiter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or in such names accounts as the Underwriters may request in writing Company shall designate), by causing DTC to credit the Notes to the account of the Representatives at least one business day before the Closing Date DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6, 2005 or the Option Closing Date, such other time and date as the case Representatives and the Company may beagree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson LLP, One Battery Park Plaza, 34th Floor, New York, New Yoxx 00000 (xxe "Cloxxxx Xxxxxxxx"), xxx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Global Securities representing Company will cause the Initial Securities or the Option Securities global certificates referred to be purchased will above to be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Time or the Option Closing Date, as the case may beLocation.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.101% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of for the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & Dewey Ballantine LLP, 1301 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 X.X., Xxx Xxxx xxxx, xx Xxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xnless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 98.933% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxx & Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx00 Xxxx Xxxxx, XXXx. Blvd., Xxxxx 000NW, XxxxxxxxxxSuite 700, XX 00000Atlanta, GA 30308 at 10 A.M., New York Time, on March 6, 2009 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities Inc. on behalf of Preferred the Underwriters. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.875% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx30 Xxxx Xxxxx Xx. Boulevard, XXN.W., Xxxxx 000Atlanta, XxxxxxxxxxGeorgia at 10:00 A.M., XX 00000New York time, on March 28, 2007 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxxx, Xxxxx & Co. on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Xxxxxxx, Sachs & Co., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxxxx, Xxxxx & Co., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 96.85% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxTroutman Sanders LLP, 600 Peachtree Street, NE, Suite 5200, Atlaxxx, Xxxrxxx xx 10:00 X.X., Xxx Xxxx xxxx, xx Xxxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxned in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the certificates for Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account each Underwriter's account, to accept delivery of, receipt for and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.298% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx30 Xxxx Xxxxx Xx. Blvd., XXSuite 900, Xxxxx 000Atlanta, XxxxxxxxxxGeorgia at 10:00 A.M., XX 00000New York time, on May 19, 2009 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxxx, Xxxxx & Co. on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Xxxxxxx, Xxxxx & Co., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxxxx, Xxxxx & Co., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.132% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Troutman Sanders LLP, 405 Lexington Avenue, New York, New Xxxx 00070 xx 00:00 A.M., New Xxxx xxxx, xx Xxxxxxxx & Xxxx0, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the certificates for Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account each Underwriter's account, to accept delivery of, receipt for and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Trust Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agree agrees, severally and not jointly, to purchase from the TrustCompany, 1,800,000 Initial Securities the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination AgreementSchedule A hereto. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution Each class of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") Notes shall be determined represented by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities shall be issued in the form of one or more fully registered definitive global securities (the "Global Securities") in book-entry form in such denominations and certificates registered in the name of the Cede & Co., as nominee of for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or in such names accounts as the Underwriters may request in writing Company shall designate), by causing DTC to credit the Notes to the account of the Representative at least one business day before the Closing Date DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on April 21, 2005 or the Option Closing Date, such other time and date as the case Representative and the Company may beagree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), all at the Time of Delivery. Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Global Securities representing Company will cause the Initial Securities or the Option Securities global certificates referred to be purchased will above to be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Time or the Option Closing Date, as the case may beLocation.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forth, the Trust hereby grants an option provisions of Section 11 hereof) at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.163% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Boulevard, Xxxxx 000N.W., XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on May 18, 2012 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Xxxxxx Xxxxxxx, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxxx Xxxxxxx, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), on the basis at a price equal to 98.84% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Blvd., Xxxxx 000NW, XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on July 16, 2013 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxxx, Xxxxx & Co. It is understood that each Underwriter has authorized Xxxxxxx, Xxxxx & Co., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. Goldman, Xxxxx & Co., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 96.85% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & Troutman Sanders LLP, 30 Ivan Allen Jr. Blvd, NW, Suite 950, Atlanta, Georgia 30308 at 10:00 A.M., Xxx Xoxx Xxxx, on July 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx xx xxxxxxxxxx xxxx xxx xxxxxxxons of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Representatives on behalf of all of the Underwriters Underwriters. It is understood that each Underwriter has authorized the Representatives, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the a purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis per share of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth $48.60 the number of Option Securities as to which Shares set forth opposite the name of such Underwriter in Schedule I hereto. It is understood that the Underwriters are exercising reserve the option right to vary the offering price to the public and further reserve the timeright to withdraw, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in cancel or modify any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givensubsequent offering without notice. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities Shares shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX00 Xxxx Xxxxx Xx. Blvd., Xxxxx 000NW, XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on May 11, 2016 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such Company. Such time and date and time for delivery of payment and delivery being the Shares is herein called the "“Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Date.” Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Shares to Citigroup Global Markets Inc. on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Citigroup Global Markets Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the Shares which each Underwriter has agreed to purchase. Citigroup Global Markets Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the total number of Shares to be purchased by itany Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (ci) The Preferred Each Underwriter will not offer, sell or deliver any of the Shares, directly or indirectly, or distribute the Pricing Prospectus, the Final Supplemented Prospectus or any other offering material relating to the Shares, in or from any jurisdiction except under circumstances that will, to the best of such Underwriter’s knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this Agreement. (ii) Each Underwriter will sell only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities shall be issued Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. (iii) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is or was implemented in that Relevant Member State (the “Relevant Implementation Date”), each Underwriter has not made and will not make an offer of the Shares to the public in that Relevant Member State other than: (A) to any legal entity which is a qualified investor as defined in the form Prospectus Directive; (B) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of one the Underwriters for any such offer; or more fully registered global securities (the "Global Securities"C) in book-entry form in such denominations and registered in the name any other circumstances falling within Article 3(2) of the nominee Prospectus Directive; provided, in each case, that no such offer of The Depository Trust the Shares shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of paragraph ("DTC") iii), the expression “an offer of the Shares to the public” in relation to any of the Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or in such names as subscribe for any of the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing DateShares, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. (iv) Each Underwriter has not sold by means of any document other than (A) circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (B) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (C) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Shares may be issued or may be in the possession of any person for the purpose of issue (in each case may be. The Global Securities representing the Initial Securities whether in Hong Kong or elsewhere), which is directed at, or the Option Securities contents of which are likely to be purchased accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. (v) Each Underwriter will be made available not offer or sell any Shares, directly or indirectly, in Japan or to, or for examination by the Underwriters benefit of, any Japanese person, or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any Japanese person except pursuant to an exemption from the registration requirements of, and counsel to otherwise in compliance with, the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing DateFinancial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended) and all other applicable laws, regulations and governmental guidelines in effect at the case may berelevant time.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Trust Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agree agrees, severally and not jointly, to purchase from the TrustCompany, 1,800,000 Initial Securities the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination AgreementSchedule A hereto. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") Notes shall be determined represented by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities shall be issued in the form of one or more fully registered definitive global securities (the "Global Securities") in book-entry form in such denominations and certificates registered in the name of the Cede & Co., as nominee of for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC (the "Representatives"), for the account of each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or in such names accounts as the Underwriters may request in writing Company shall designate), by causing DTC to credit the Notes to the account of the Representatives at least one business day before the Closing Date DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on September 21, 2005 or the Option Closing Date, such other time and date as the case Representatives and the Company may beagree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of Wolf, Block, Schorr and Solis-Cohen LLP, 250 Park Avenue, New York, New York 10177 (xxx "Closixx Xxxxxxxx"), alx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Global Securities representing Company will cause the Initial Securities or the Option Securities global certificates referred to be purchased will above to be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Time or the Option Closing Date, as the case may beLocation.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 96.85% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxx & Xxxxxxx LLP, 00 Xxxxxxxx & Xxxxxx, Xxxxx 0000, 0000 Xxxxxxxx Xxxx, 0000 Xxxxxxxxxxxx XxxxxxX.X., XXXxxxxxx, Xxxxx 000Xxxxxxx at 10:00 A.M., XxxxxxxxxxNew York Time, XX 00000on March 15, 2006 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxx Xxxxxxx & Co. Incorporated on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Xxxxxx Xxxxxxx & Co. Incorporated, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxxx Xxxxxxx & Co. Incorporated, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.750% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, Bank of America Plaza, 600 Peacxxxxx Xxrexx, X.X., Atlanta, Georgia at 10:00 A.M., Xxxxxxx Xxxxxxxx & Xxxxxxxx, xx Xxx 0, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxoned in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Underwriters. The delivery of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 96.85% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & LLP, 30 Xxxx Xxxxx Xx. Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, XxxxxxxxxxXxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., New York Time, on November 19, 2008 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxx Xxxxxxx & Co. Incorporated on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Xxxxxx Xxxxxxx & Co. Incorporated, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxxx Xxxxxxx & Co. Incorporated, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.198% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Blvd., Xxxxx 000NW, XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on August 27, 2013 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities LLC. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities LLC, for each Underwriter's account, to accept delivery of, receipt for, and make payment of, the principal amount of Preferred the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.061% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxTroutman Sanders LLP, Bank of America Plaza, 600 Peachtrex Xxxxxx, X.X., Atlanta, Georgia at 10:00 A.M., Xxx Xxxx xxxx, xx Xxxxxxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxess postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 10 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.125% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx Balch & Bingham LLP, 1901 Sixth Avenue North, Birmingham, Alabamx xx 10:00 X.X., New Xxxx Xxxx, xx Xxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to J.P. Morgan Securities Inc. on behalf of Preferred all of the Underwriters. Xx xx xxxerstood that each Underwriter has authorized J.P. Morgan Securities Inc., for each Underwriter's account, to xxxxxx xxxxvery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. J.P. Morgan Securities Inc., individually and not as a representxxxxx xx xxe Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Trust Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agree agrees, severally and not jointly, to purchase from the TrustCompany, 1,800,000 Initial Securities the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination AgreementSchedule A hereto. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") Notes shall be determined represented by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities shall be issued in the form of one or more fully registered definitive global securities (the "Global Securities") in book-entry form in such denominations and certificates registered in the name of the Cede & Co., as nominee of for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC (the "Representatives"), for the account of each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or in such names accounts as the Underwriters may request in writing Company shall designate), by causing DTC to credit the Notes to the account of the Representatives at least one business day before the Closing Date DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6, 2005 or the Option Closing Date, such other time and date as the case Representatives and the Company may beagree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson LLP, One Battery Park Plaza, 34th Floor, New York, New Yoxx 00000 (xxe "Cloxxxx Xxxxxxxx"), xxx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Global Securities representing Company will cause the Initial Securities or the Option Securities global certificates referred to be purchased will above to be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Time or the Option Closing Date, as the case may beLocation.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 10 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.50% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Balch & Bingham LLP, 14 Piedmont Center, Suite 1100, 3535 Piedmoxx Xxad, X.X., Atlantx, Xxxxxxx Xxxxxxxx & Xxxx00000 xx 00:00 X.X., Xxx Xxxx xxxx, xx Xxxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxned in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Wachovia Capital Markets, LLC ("Wachovia"), on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Wachovia, for each Underwriter's account, to accept delivery of, xxxxxxx for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Wachovia, individually and not as a representative of the Underwriterx, xxx (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Trust Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agree agrees, severally and not jointly, to purchase from the TrustCompany, 1,800,000 Initial the principal amount of Offered Securities set forth opposite the name of such Underwriter, and at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination AgreementSchedule A hereto. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution Each class of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Offered Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon represented by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities shall be issued in the form of one or more fully registered definitive global securities (the "Global Securities") in book-entry form in such denominations and certificates registered in the name of the Cede & Co., as nominee of for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to Morgxx Xxxnxxx & Xo. Incorporated (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or in such names accounts as the Underwriters Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on November 16, 2000 or such other time and date as the Representative and the Company may request agree upon in writing writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at least one business day before Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Offered Securities will be delivered at the offices of Wolf, Block, Schoxx xxx Solix-Xxxxx XXX, 250 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), all at the Time of Delivery. A meeting will be held at the Closing Date or Location at 10:00 a.m., New York time, on the Option Closing DateNew York Business Day next preceding the Time of Delivery, as at which meeting the case may be. The Global Securities representing final drafts of the Initial Securities or the Option Securities documents to be purchased delivered pursuant to the preceding sentence will be made available for examination review by the Underwriters parties hereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and counsel to the Underwriters Friday which is not later than 10:00 a.m. on the business a day prior to the Closing Time or the Option Closing Date, as the case may be.on

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 10 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.090% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Troutman Sanders LLP, Bank of America Plaza, 600 Peachtree Sxxxxx, X.X., Xxxanta, Georgia at 9:00 A.M., Axxxxxx xxxx, xx Xxxxxxxx & Xxxx00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxstponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 hereby agrees to sell to the Underwriters, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase, the Underwriters agree to purchase from the Trust, 1,800,000 Initial respective aggregate principal amount of Securities set forth opposite such Underwriter’s name on Exhibit A hereto at the a purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of (i) 98.241% of the representations aggregate principal amount of such Securities, plus (ii) accrued and warranties herein contained and subject to the terms and conditions herein set forthunpaid interest from August 24, 2021 up to, but not including, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission Closing Date (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givendefined below). (b) Payment of the purchase price for, for and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxProskauer Rose LLP, 0000 1000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000000 Xxxxx, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company Representatives and the UnderwritersCompany, at 10:00 a.m. A.M. (New York time) on the third full business day after the effective date of the Registration StatementOctober 13, 2021, or at such other time not earlier than three nor more later than ten full business days thereafter after such date as shall be agreed upon by the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, funds to a single bank account designated by the Company against delivery to the Underwriters Representatives for the account of the Underwriters of Preferred the Securities. Delivery of the Securities to shall be purchased by itmade through the facilities of DTC unless the Representatives otherwise instruct. (c) The Preferred Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities"note(s) in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available for examination by the Underwriters and counsel to the Underwriters Representatives in The City of New York not later than 10:00 a.m. noon (New York City time) on the business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.375% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Troutman Sanders LLP, 600 Peachtree Street, N.E., Atlanta, Georgia 30300 xx 00:00 X.X., Atlaxxx xxxx, xx Xxxxxxxx & Xxxx0, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx xx accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account its account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which it has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.094% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx30 Xxxx Xxxxx Xx. Boulevard, XXN.W., Xxxxx 000, XxxxxxxxxxXxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., New York Time, on December 15, 2009 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities Inc. on behalf of Preferred all of the Underwriters. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.294% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, 600 Peachtree Street, NE, Suite 5200, Axxxxxx, Xxxxxxx Xxxxxxxx & Xxxx30300 xx 00:00 X.X., Xxxxxxx xxxx, xx Xxxxxxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York City time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.061% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Boulevard, Xxxxx 000N.W., XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on September 17, 2010 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxxx, Xxxxx & Co. on behalf of Preferred Securities the Underwriters. It is understood that each Underwriter has authorized Xxxxxxx, Xxxxx & Co., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxxxx, Xxxxx & Co., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), on the basis at a price equal to 102.988% of the representations and warranties herein contained and subject principal amount thereof, plus accrued interest, from October 19, 2011 to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission Closing Date (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givendefined below). (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Boulevard, Xxxxx 000N.W., XxxxxxxxxxAtlanta, XX 00000Georgia 30308, at 10:00 a.m., New York time, on March 9, 2012 or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities LLC on behalf of Preferred all of the Underwriters. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 96.85% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, Bank of America Plaza, 600 Peachtxxx Xxxxex, X.X., Atlanta, Georgia at 10:00 A.X., Xxxxxxx Xxxxxxxx & Xxxxxxxx, xx Xxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Underwriters. The delivery of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 96.85% of the representations and warranties herein contained and subject principal amount thereof; except that such price will be increased to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice principal amount of the exercise of the option shall have been givenSenior Notes sold to certain institutions. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxTroutman Sanders LLP, 0000 Xxxxxxxxxxxx XxxxxxNationsBank Plaza, XX600 Peachtree Street, Xxxxx 000N.E., XxxxxxxxxxAtlanta, XX 00000Georgia at 10:00 A.X., Xtlanta time, on March 9, 1999 (unlesx xxxxxxxxx xx xxxxxxxxxx xxxx the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account its account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which it has agreed to purchase. The Representatives, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.65% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Boulevard, Xxxxx 000N.W., XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on August 16, 2013 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Barclays Capital Inc. on behalf of Preferred Securities itself and SunTrust Xxxxxxxx Xxxxxxxx, Inc. It is understood that SunTrust Xxxxxxxx Xxxxxxxx, Inc. has authorized Barclays Capital Inc., for its account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which SunTrust Xxxxxxxx Xxxxxxxx, Inc. has agreed to purchase. Barclays Capital Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) SunTrust Xxxxxxxx Xxxxxxxx, Inc. if its payment has not been received by the Closing Date, but such payment shall not relieve SunTrust Xxxxxxxx Xxxxxxxx, Inc. from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.31% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxTroutman Sanders LLP, 600 Peachtree Street, Atlanta, Georgia 30308 at 00:00 X.M., Xxxxnta tixx, xx Xxxx 0, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx xx xxxordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account its account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which it has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 96.85% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Balch & Bingham LLP, 1901 Sixth Avenue North, Birmixxxxx, Xxxxxxx Xxxxxxxx & at 10:00 X.X., Xxx Xxxx Xxxx, xx Xxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Morgan Stanley & Co. Incorporated on behalf of Preferred Securities all xx xhx Xxxerwriters. It is understood that each Underwriter has authorized Morgan Stanley & Co. Incorporated, for each Underwritex'x xcxxxxx, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Morgan Stanley & Co. Incorporated, individually and nox xx x xxxxxxxntative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), on the basis at a price equal to 99.046% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx Xxxxx & XxXxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York time, on October 19, 2011 or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Barclays Capital Inc. on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Barclays Capital Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Barclays Capital Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 100.333% of the representations and warranties herein contained and subject principal amount thereof, plus accrued interest, from March 6, 2012 to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission Closing Date (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givendefined below). (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Boulevard, Xxxxx 000N.W., XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on May 11, 2012 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to RBS Securities Inc. on behalf of Preferred all of the Underwriters. It is understood that each Underwriter has authorized RBS Securities Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. RBS Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 96.85% of the representations and warranties herein contained and subject principal amount thereof (except sales to institutions whereby the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution price shall equal 98.00% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof). (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxTroutman Sanders LLP, 600 Peachtree Street, N.E., Atlanta, Georgia 30300 xx 0 X.X., Xxxanta txxx, xx Xxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx xx xxxxxxxxce with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Underwriters. The delivery of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery. ("DTC"s) or in such names as for the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 98.753% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx30 Xxxx Xxxxx Xx. Blvd, XXNW, Xxxxx 000, XxxxxxxxxxXxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., New York Time, on February 10, 2009 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Wachovia Capital Markets, LLC on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Wachovia Capital Markets, LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Wachovia Capital Markets, LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), at a price equal to 99.942% of the Trust hereby grants an option principal amount thereof, plus accrued interest, if any, from December 12, 2007 to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission Closing Date (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given). (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxx & Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx, XXXxxxx Xxxxxx Xxxxx, Xxxxx 0000000, Xxxxxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., New York Time, on January 16, 2008 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities Inc. on behalf of Preferred the Underwriters. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.248% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Blvd., Xxxxx 000Atlanta, XxxxxxxxxxGeorgia at 10:00 A.M., XX 00000New York time, on August 23, 2011 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxx Fargo Securities, LLC on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Xxxxx Fargo Securities, LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxx Fargo Securities, LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally, and the Underwriters agree each Underwriter, severally, agrees to purchase from the Trust, 1,800,000 Initial Securities Company $250,000,000 aggregate principal amount of the Notes at the a purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of 99.049% of the representations and warranties herein contained and subject principal amount of the Notes, plus accrued interest, if applicable, together with such additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose provisions of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenSection 10 hereof. (b) Payment of the purchase price for, for and delivery of certificates for, the Initial Securities Notes shall be made made, subject to Section 9, at the offices of Xxxxxxx Xxxxxxxx & XxxxWorcester LLP, 0000 Xxxxxxxxxxxx Xxx Xxxx Xxxxxx Xxxxxx, XXXxxxxx, Xxxxx 000, Xxxxxxxxxx, XX Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Company Representatives and the UnderwritersCompany, at 10:00 a.m. 9:00 A.M. on the third full fourth business day after (unless postponed in accordance with the effective provisions of Section 10) following the date of the Registration Statementthis Agreement, or at such other time not earlier than three nor more later than ten full business days thereafter after such date as shall be agreed upon by the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"”). In addition, in Payment shall be made by wire transfer of immediately available funds payable to the event that any or all order of the Option Securities are Company against delivery to the Representatives of the Notes to be purchased by the Underwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which it has severally agreed to purchase. The Representatives, individually, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place not as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account representatives of the Underwriters may (but shall not be obligated to) make payment of Preferred Securities the purchase price for the Notes to be purchased by it. (c) any Underwriter whose funds have not been received by Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities Notes shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such authorized denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriters Representatives may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing Date, as the case may beTime.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 96.85% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, Bank of America Plaza, 600 Peachtree Street, N.X., Xxxtx 0000, Atlanta, Georgia 30308-2216 xx 00:00 X.X., Xxxxxxx xxxx, xx Xxxxxxxx & Xxxx00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account each Underwriter's account, to accept delivery of, receipt for and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & Co., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York City time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 96.85% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Troutman Sanders LLP, NationsBank Plaza, 600 Peachtree Street, N.E., Atxxxxx, Xexxxxx xt 10:00 A.M., Atlanta timx, xx Xxxxxxxx & Xxxx00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx xx accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account its account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which it has agreed to purchase. The Representatives, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 10 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 96.85% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Balch & Bingham LLP, 1901 Sixth Avenue North, Suite 2600, Birmingham, Axxxxxa 30000 xx 10:00 X.X., Xxxxxxx Xxxxxxxx & Xxxx, xx Xxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx xx xxcordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 96.85% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxx & Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx30 Xxxx Xxxxx, XXXx. Blvd., NW, Xxxxx 000, XxxxxxxxxxXxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., New York Time, on October 18, 2007 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxx X. Xxxxx & Co., L.P. on behalf of Preferred Securities the Underwriters. It is understood that each Underwriter has authorized Xxxxxx X. Xxxxx & Co., L.P., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxxx X. Xxxxx & Co., L.P., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations representations, warranties and warranties agreements herein contained and shall be subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree to purchase from the Trust, 1,800,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Underwritten Securities shall be made at the offices office of Xxxxxxx Xxxxxxxx Xxxxx & XxxxCo., 0000 Xxxxxxxxxxxx XxxxxxXxxxx Xxxxx, XXXxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX Xxxxxxxx 00000, and delivery of the certificates for the Underwritten Securities shall be made against payment therefor at the office of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx World Headquarters, North Tower, World Financial Center, New York, New York 10281-1209, or (in either case) at such other place or places as shall be agreed upon by the Company Xxxxxxx Xxxxx and the UnderwritersCompany, at 10:00 a.m. A.M. (Eastern time) on the third full (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the effective date of the Registration Statementapplicable Terms Agreement (unless postponed in accordance with the provisions of Section 10 hereof), or at such other time not earlier than three nor more later than ten full business days thereafter after such date as the Underwriters shall be agreed upon by Xxxxxxx Xxxxx and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriters Xxxxxxx Xxxxx for the account respective accounts of the Underwriters of Preferred the Underwritten Securities to be purchased by itthem. It is understood that each Underwriter has authorized Xxxxxxx Xxxxx, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities which it has severally agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Preferred Certificates for the Underwritten Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriters Xxxxxxx Xxxxx may request in writing at least one full business day before prior to the Closing Date or the Option Closing Date, as the case may beTime. The Global certificates for the Underwritten Securities representing the Initial Securities or the Option Securities to be purchased will be made available for examination and packaging by the Underwriters and counsel to the Underwriters Xxxxxxx Xxxxx in The City of New York not later than 10:00 a.m. A.M. (Eastern time) on the last business day prior to the Closing Time or the Option Closing Date, as the case may beTime.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 10 hereof) at a price equal to 99.708% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx 000 Xxxxxxxxx Xxxxxx, XXX.X., Xxxxx 0000000, XxxxxxxxxxXxxxxxx, XX 00000Xxxxxxx at 10:00 A.M., Atlanta time, on August 24, 1999 (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Underwriters. The delivery of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representative shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 10 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 98.542% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, Bank of America Plaza, 600 Xxxxxxxee Xxxxxx, N.E., Atlanta, Georgia at 9:00 X.X., Xxxxxxx xxxx, xx Xxxxxxxx & Xxxx00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriters, and the Underwriters agree to purchase from the Trust, 1,800,000 2,000,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 300,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, exercised in whole or in part but not more than one time solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the account of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), on the basis at a price equal to 100.59% of the representations and warranties herein contained and subject principal amount thereof, plus accrued interest, from September 22, 2011 to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission Closing Date (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given). (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX00 Xxxx Xxxxx Xx. Blvd., Xxxxx 000NW, XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on November 17, 2011 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to RBS Securities Inc. It is understood that each Underwriter has authorized RBS Securities Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of Preferred the Senior Notes which each Underwriter has agreed to purchase. RBS Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 96.85% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, 0000 Xxxxxxxxxxxx XxxxxxXxx Xxxx 00000 at 10:00 A.M., XXNew York City time, Xxxxx 000on July 22, Xxxxxxxxxx, XX 00000, 2003 (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York City time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis The several ---------------------------------------------- commitments of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree to purchase from the Trust, 1,800,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, Offered Certificates pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth. The Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the Trust hereby grants an option to respective original principal amounts of the Underwriters Offered Certificates set forth in the applicable Terms Agreement opposite the name of such Underwriter, plus any additional original principal amount of Offered Certificates which such Underwriter may be obligated to purchase up pursuant to an additional 270,000 Preferred Securities in accordance with the terms set forth herein Section 11 hereof. Delivery of, and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Securities Offered Certificates shall be made at the offices office of Xxxxxxx Xxxxxxxx & XxxxXxxxx L.L.P., 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Company you and the UnderwritersCompany, at 10:00 a.m. A.M. on the third full business day after date set forth in the effective date of the Registration Statementapplicable Terms Agreement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters shall be agreed upon by you and the Company shall determine (such time and date and time of payment and delivery being herein called referred to as the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities Payment shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, in immediately available or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date next day funds as specified in the notice from Terms Agreement, payable to or upon the Underwriters to order of the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters you for the account respective accounts of the Underwriters of Preferred Securities the Offered Certificates to be purchased by it. (c) The Preferred Securities them. Such Certificates shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriters you may request in writing at least one two business day before the Closing Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. on the business day days prior to the Closing Time or Time. The parties hereto agree that settlement for all securities sold pursuant to this Agreement shall take place on the Option Closing Date, terms set forth herein and not as set forth in Rule 15c6-1(a) of the case may beExchange Act.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.373% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Boulevard, Xxxxx 000N.W., XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on April 19, 2011 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Barclays Capital Inc. on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Barclays Capital Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Barclays Capital Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amountof the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), on the basis at a price equal to 98.672% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX00 Xxxx Xxxxx Xx. Blvd., Xxxxx 000NW, XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on September 22, 2011 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to RBS Securities Inc. It is understood that each Underwriter has authorized RBS Securities Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of Preferred the Senior Notes which each Underwriter has agreed to purchase. RBS Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), on the basis at a price equal to 99.446% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Blvd., Xxxxx 000NW, XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on May 20, 2015 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to UBS Securities LLC on behalf of Preferred all of the Underwriters. It is understood that each Underwriter has authorized UBS Securities LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. UBS Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 10 hereof), at a price equal to 101.070% of the Trust hereby grants an option principal amount thereof, plus accrued interest from October 22, 2002 to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, Bank of America Plaza, 600 Peachtree Xxxxxx, N.X., Xxlanta, Georgia at 9:00 A.M., Xxxxxxx xxxx, xx Xxxxxxxx & Xxxx00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xostponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 10 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.110% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, Bank of Amerxxx Xxxxa, 000 Xeachtree Street, N.E., Atlantx, Xxxxxxx Xxxxxxxx & Xxxxxx 0:00 X.X., 0000 Xxxxxxxxxxxx XxxxxxXxxxxxx xxxx, XXxx Xxtober 22, Xxxxx 000, Xxxxxxxxxx, XX 00000, 2002 (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account its account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which it has agreed to purchase. The Representatives, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 97.65% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, Bank of America Plaza, 600 Pexxxxxxx Stxxxx, X.E., Atlanta, Georgia at 10:00 X.X., Xxxxxxx Xxxxxxxx & Xxxxxxxx, xx Xxxxxxx 00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account its account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which it has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 97.50% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & Dewey Bxxxxxxxxx XXX, 0301 Avxxxx xx xxx Xxxxxxxx, Xxx Xxxx, 0000 Xxxxxxxxxxxx XxxxxxXxx Xxxx xx 00:00 A.M., XXNew York time, Xxxxx 000on August 19, Xxxxxxxxxx, XX 00000, 1998 (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Underwriters. The delivery of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forth, the Trust hereby grants an option provisions of Section 11 hereof) at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.168% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Blvd., Xxxxx 000NW, XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on August 22, 2014 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities LLC on behalf of Preferred all of the Underwriters. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 10 hereof) at a price equal to 99.75% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Troutman Sanders LLP, 600 Peachtree Street, N.E., Suite 5200, Atlantx, Xxxxxix xx 00:00 A.X., Xxxxxxx Xxxxxxxx & Xxxxxxxx, xx Xxxxxx 0, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx xx accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Underwriters. It is understood that Banc One Capital Markets, Inc. will accept delivery of, receipt for, and make payment of the principal amount of the Senior Notes which the Underwriters have agreed to purchase. The delivery of Preferred Securities to be purchased by it. (c) The Preferred Securities the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 97.90% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Bank of America Plaza, 000 Xxxxxxxxx Xxxxxx, XXX.X., Xxxxx 000Xxxxxxx, XxxxxxxxxxXxxxxxx at 10:00 A.M., XX 00000Atlanta time, on February 23, 2001 (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters for the account Underwriters. The delivery of the Underwriters of Preferred Securities to be purchased by it. (c) The Preferred Securities Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 10 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 98.785% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx 000 Xxxxxxxxx Xxxxxx, XXX.X., Xxxxx 0000000, XxxxxxxxxxXxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., Eastern Standard Time, on February 17, 2004 (unless postponed in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representatives. It is understood that each Underwriter has authorized the Representatives, for the account each Underwriter's account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.585% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Boulevard, Xxxxx 000N.W., XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on August 10, 2012 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.75% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxxx Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx30 Xxxx Xxxxx Xx. Blvd, XXNW, Xxxxx 000, XxxxxxxxxxXxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., New York Time, on March 17, 2008 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities Inc. on behalf of Preferred all of the Underwriters. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree each Underwriter agrees, severally and not jointly, to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters set forth in Schedule B, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule A, plus any additional principal amount of Securities that such Underwriter may become obligated to purchase up pursuant to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Section 10 of this Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates forof, the Initial Securities shall be made at the offices of Xxxxxxx Xxxxxxxx Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Company and the Underwritersyou, at 10:00 a.m. A.M. on the third full business day after the effective date of the Registration Statementthis Agreement (unless postponed pursuant to Section 10), or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters you and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available fundsfunds to an account designated by the Company, against delivery to the Underwriters you for the account respective accounts of the several Underwriters of Preferred the Securities to be purchased by itthem. (c) The Preferred Securities to be purchased by the Underwriters shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriters you may request in writing at least one two full business day days before the Closing Date or the Option Closing Date, as the case may beTime. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available in New York City for examination and packaging by the Underwriters and counsel to the Underwriters you not later than 10:00 a.m. A.M. on the business day prior to the Closing Time or the Option Closing Date, as the case may beTime.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.125% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx Balch & XxxxBingham LLP, 0000 Xxxxxxxxxxxx Xxxxxx30 Allen Place, XXSuite 700, Xxxxx 00030 Ivan Allen, XxxxxxxxxxJr. Blvx., XX 00000XW, Xxxxxxx, Georxxx 00000 xx 10:00 A.M., Nex Xxxx xxxx, xx Xxvember 21, 2006 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Lehman Brothers Inc. It is understood that each Underwriter has authorxxxx Xehman Brothers Inc., for each Underwriter's account, to accept delivexx xx, receipt for, and make payment of, the principal amount of Preferred Securities the Senior Notes which each Underwriter has agreed to purchase. Lehman Brothers Inc., individually and not as a representative of the Xxxxxxriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.334% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Xxxx Xxxxx Xx. Blvd, Xxxxx 000NW, XxxxxxxxxxAtlanta, XX 00000Georgia 30308, at 10:00 a.m., New York time, on April 13, 2010 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Citigroup Global Markets Inc. on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Citigroup Global Markets Inc., for each Underwriter’s account, to be purchased by it. (c) accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the basis provisions of Section 11 hereof) at a price equal to 99.074% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Xxxxxxxx & XxxxSouthern Company Services, 0000 Xxxxxxxxxxxx XxxxxxInc., XX30 Ixxx Xxxxx Xx. Boulevard, Xxxxx 000N.W., XxxxxxxxxxAtlanta, XX 00000Georgia 30308 at 10:00 A.M., New York time, on March 6, 2012 (unless postponed in accordance with the provisions of Section 11 hereof) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to Barclays Capital Inc. on behalf of Preferred Securities all of the Underwriters. It is understood that each Underwriter has authorized Barclays Capital Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Barclays Capital Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In additionname of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), on the basis at a price equal to 99.049% of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxxxx Troutman Sanders LLP, 600 Peachtree Street, Atlanta, Georgia 30308 ax 00:00 A.X., Xxlanta xxxx, xx Xxxxxxxx & Xxxx00, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, (xxxxxx xxxxxxxxx in accordance with the provisions of Section 10) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representative and the Company shall determine (such time and date and time of payment and delivery being herein called the "Closing TimeDate"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of the Senior Notes to the Underwriters Representative. It is understood that each Underwriter has authorized the Representative, for the account its account, to accept delivery of, receipt for, and make payment of the Underwriters principal amount of Preferred Securities the Senior Notes which it has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in such names as its designee, and the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may beshall accept such delivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representative not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters 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 the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, 1,800,000 Initial Securities at the purchase price and terms principal amount of the Senior Notes set forth herein and in Schedule I to this Agreement opposite the Price Determination Agreement. In addition, on the basis name of such Underwriter (plus any additional amount of the representations and warranties herein contained and subject Senior Notes that such Underwriter may become obligated to purchase pursuant to the terms and conditions herein set forthprovisions of Section 11 hereof), the Trust hereby grants an option at a price equal to the Underwriters to purchase up to an additional 270,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution 99.256% of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been givenprincipal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Initial Securities Senior Notes shall be made at the offices of Xxxxx & Xxxxxxx Xxxxxxxx & XxxxLLP, 0000 Xxxxxxxxxxxx Xxxxxx, XXXxxxx Xxxxxx Xxxxx, Xxxxx 0000000, Xxxxxxxxxx, XX 00000Xxxxxxx 00000 at 10:00 A.M., New York Time, on November 21, 2008 (unless postponed in accordance with the provisions of Section 11) or at such other time, place or date as shall be agreed upon by the Company and the Underwriters, at 10:00 a.m. on the third full business day after the effective date of the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Underwriters Representatives and the Company shall determine (such time and date and time of payment and delivery being herein called the "“Closing Time"Date”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx Xxxxxxxx & Wood, or at such other place as shall be agreed upon by the Company and the Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery to the Underwriters for the account of the Underwriters Senior Notes to X.X. Xxxxxx Securities Inc. on behalf of Preferred the Underwriters. It is understood that each Underwriter has authorized X.X. Xxxxxx Securities Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. X.X. Xxxxxx Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by it. (c) any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Preferred Securities delivery of the Senior Notes shall be issued made in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company ("DTC") in New York, New York or in its designee, and the Representatives shall accept such names as the Underwriters may request in writing at least one business day before the Closing Date or the Option Closing Date, as the case may bedelivery. The Global Securities representing certificate(s) for the Initial Securities or the Option Securities to be purchased Senior Notes will be made available for examination by the Underwriters and counsel to the Underwriters Representatives not later than 10:00 a.m. 12:00 Noon, New York time, on the last business day prior to the Closing Time or the Option Closing Date, as the case may be.