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

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Pricing Agreement, the number of [Initial] Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the [Designated] Securities shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreement.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the a purchase price of $31.975 per security set forth in the Pricing Agreementshare, the number of [Initial] Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement)Underwriter, plus any additional number of [Initial] Firm Securities that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and the Underwriters shall have a one-time right to purchase from the Company, severally and not jointly, at a purchase price of $31.975 per security to be paid by the several Underwriters for the [Designated] Securities shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase priceshare, when so determined, shall be set forth in the Pricing Agreementaggregate up to 500,000 Additional Securities. In If the event that Representatives, on behalf of the Underwriters, elect to exercise such prices have option, the Representatives shall so notify the Company in writing not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following later than 30 days after the date of this Agreement, this Agreement which notice shall terminate forthwith, without liability specify the number of any party Additional Securities to any other party, unless otherwise agreed to be purchased by the Offerors Underwriters and the Representativedate on which such shares are to be purchased. As compensation to Such date may be the Underwriters for their commitments hereunder and in view of same as the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) but not later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 2(c) hereof solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the Representative, for the accounts total number of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company for the Preferred Additional Securities to be delivered by the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), purchased as the case may be. The commission, when so determined, shall be number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto bears to the Pricing Agreementtotal number of Firm Securities.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the a price of $1,000 per security set forth in the Pricing AgreementCapital Security, the number 150,000 Capital Securities. Deliveries of [Initial] Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters a certificate or certificates for the [Designated] Capital Securities shall be an amount equal made at the offices of Thacher Proffitt & Wood LLP in The Citx xx Xxx Xxxx, Xew Xxxx, or such other place as may be agreed to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering , and payment of the purchase price for the Capital Securities shall be made by the Representative to the Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the purchase priceOfferors, when so determinedno later than 10:00 a.m., New York City time, on January 26, 2006 or such other time not later than ten (10) business days after such date as shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon by the Representative and the Pricing Agreement has not been executed Offerors (such time and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by payment and delivery being herein called the Offerors and the Representative"Closing Time"). As compensation to the Underwriters for their commitments hereunder and in view of the fact It is understood that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) to each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Capital Securities which it has agreed to purchase. Sandler O'Neill, individually and not as Reprexxxxxxxve of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Capital 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. Payment for the Capital Securities purchased by the Underwriters shall be made to the Trust by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company Underwriters of certificates for the Preferred Capital Securities to be delivered purchased by them. Certificates for the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), Capital Securities shall be in such denominations and registered in such names as the case Representative may be. The commission, when so determined, shall be set forth request in the Pricing Agreement.writing at least two business days prior to the

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Pricing AgreementCompany, the number aggregate principal amount of [Initial] the Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement)on Schedule I hereto, plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The at a purchase price per security equal to be paid by 98.75% of the several Underwriters for aggregate principal amount thereof. Delivery of the [Designated] Securities shall be an amount equal made at the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price Company, and payment of the purchase price, when so determined, price for the Securities shall be set forth in made by the Pricing Agreement. In Representative to the event that Company by wire transfer of immediately available funds contemporaneous with closing at such prices have not been place as shall be agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors Representative and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time no later than 10:00 a.m. (New York City time) on September 3, 2020 or such other time not later than ten (10) business days after such date as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined shall be agreed upon by agreement between the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Xxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred 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. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be made available for examination by the Representative not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at Closing Time Company or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementits counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) Subscription for the Initial Shares and Payment of Aggregate Issue Price. On the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions set forth herein set forth, (i) the Trust Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from issue the Trust, at the price per security set forth in the Pricing Agreement, the number of [Initial] Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant Initial Shares to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters Subscription Agent, acting for the [Designated] Securities shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) to the Representative, for the accounts account of the several Underwriters, as provided in subsection (ii) below; (ii) the Underwriters agree severally to purchase and underwrite the Initial ADSs as set forth on Schedule A hereto, and (iii) the Subscription Agent, acting for the account of the several Underwriters, agrees and undertakes to subscribe, on the date hereof, for the Initial Shares at a commission per Preferred Security determined by agreement between price of € 1.00 (the Representative “Issue Price”) and to pay to the Company the Issue Price for each of the subscribed Initial Shares by crediting with value no later than [●] [A.M.], Central European Time (“CET”) on [ ], 2015, the Issue Price multiplied by the number of Initial Shares (the “Aggregate Issue Price”) into a special account opened at Raiffeisen Bank International AG (account number [ ]) in the name of the Company and entitled “[ ]” (the “Capital Increase Account”), such account to be non-interest bearing and free of charges; and (iii) for the Preferred Securities purpose of registering the Capital Increase representing the Initial Shares in the Commercial Register, the Subscription Agent will, subject to be delivered by the Trust hereunder at Closing Time or relevant Date conditions stated herein, execute in its own name, but for the account of Delivery the several Underwriters, and deliver to the Company a subscription certificate (Zeichnungsschein) (the “Subscription Certificate”) no later than [●] [A.M.] CET on [ ], 2015, duly signed in duplicate in accordance with the Austrian Stock Corporation Act (Aktiengesetz, “AktG”) for the Initial Shares, and will effect payment of the Aggregate Issue Price as defined belowdescribed in subsection (a)(ii) above to the Capital Increase Account. Upon crediting the Aggregate Issue Price and no later than [●] [A.M.] CET on [ ], 2015 Raiffeisen Bank International AG will cause delivery to the Company of a bank certificate (Einzahlungsbestätigung) (the “Bank Certificate”), as the case may be. The commissionconfirming such credit pursuant to Section 170(1), when so determined155(2), shall be set forth in the Pricing Agreement.28(2), 28a(1) and 29(1) AktG.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Pricing AgreementCompany, the number aggregate principal amount of [Initial] the Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement)on Schedule I hereto, plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The at a purchase price per security equal to be paid by 98.5% of the several Underwriters for aggregate principal amount thereof. Delivery of the [Designated] Securities shall be an amount equal made at the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 620 Eighth Avenue, 42nd Floor, New York, New York 1001, or such other place as may be agreed to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price Company, and payment of the purchase price, when so determined, price for the Securities shall be set forth in made by the Pricing Agreement. In Representative to the event that Company by wire transfer of immediately available funds contemporaneous with closing at such prices have not been place as shall be agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors Representative and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time no later than 10:00 a.m. (New York City time) on May 1, 2020 or such other time not later than ten (10) business days after such date as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined shall be agreed upon by agreement between the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Xxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred 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. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be made available for examination by the Representative not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at Closing Time Company or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementits counsel or designees to them.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Pricing AgreementCompany, the number aggregate principal amount of [Initial] Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in on Schedule I hereto, at a purchase price equal to 99.058% of the Pricing Agreement)aggregate principal amount thereof, plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant accrued and unpaid interest from May 15, 2015 to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the [Designated] Securities shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) and payable at such Closing Time. Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the RepresentativeCompany by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the Representative and the Company, for the accounts of the several Underwritersno later than 10:00 a.m., a commission per Preferred Security determined New York City time, on June 11, 2015 or such other time not later than ten (10) business days after such date as shall be agreed upon by agreement between the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Sandler X’Xxxxx, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred 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. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at Closing Time Company or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementits counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Trust agrees to sell to each Underwriteragrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the Company agrees to issue and each Underwritersell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees to purchase from the Trust, Company the Option Shares at the price Purchase Price less an amount per security set forth in share equal to any dividends or distributions declared by the Pricing AgreementCompany and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of [Initial] Securities Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth in Schedule A opposite the name of such Underwriter in Schedule 1 hereto (except or such number increased as otherwise provided set forth in Section 10 hereof) bears to the Pricing Agreement), plus any additional aggregate number of [Initial] Securities that Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such Underwriter adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may become obligated exercise the option to purchase pursuant Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). The purchase price per security to be paid by the several Underwriters for the [Designated] Securities Any such notice shall be an amount equal given at least two business days prior to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative date and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close time of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementdelivery specified therein.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Pricing AgreementCompany, the number aggregate principal amount of [Initial] Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement)on Schedule I hereto, plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The at a purchase price per security equal to be paid by 99.064% of the several Underwriters aggregate principal amount thereof. Deliveries of a certificate or certificates for the [Designated] Securities shall be an amount equal made at the offices of Txxxxxx Xxxxxxxx & Wxxx llp in The City of New York, New York, or such other place as may be agreed to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price Company, and payment of the purchase price, when so determined, price for the Securities shall be set forth in made by the Pricing Agreement. In Representative to the event that Company by wire transfer of immediately available funds contemporaneous with closing at such prices have not been place as shall be agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors Representative and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time no later than 10:00 a.m., New York City time, on May 1, 2007 or such other time not later than ten (10) business days after such date as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined shall be agreed upon by agreement between the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. KBW, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred 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. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at Closing Time Company or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementits counsel or designees to them.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price of $25 per security Preferred Security and at an annual distribution rate per Preferred Security set forth in the Pricing Agreement, the number of [Initial] Preferred Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of [Initial] Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security to be paid by the several Underwriters for the [Designated] Securities shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have the annual distribution rate has not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the RepresentativeUnderwriters. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the entire proceeds of the sale of the Preferred Securities (together with the entire proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at the Closing Time (as defined below) to the RepresentativeMerrxxx Xxxcx, for xxr the accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative Underwriters and the Company for the Preferred Securities to be delivered by the Trust hereunder at the Closing Time or relevant Date of Delivery (as defined below), as the case may beTime. The commission, when so determined, shall be set forth in the Pricing Agreement.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Pricing AgreementCompany, the number principal amount of [Initial] Securities set forth in Schedule A hereto opposite the name of such Underwriter (except as otherwise provided in at a purchase price equal to ______% of the Pricing Agreement)principal amount thereof, plus accrued interest, if any, from ___________ __, 1996, plus any additional number principal amount of [Initial] Securities that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Payment of the purchase price per security to be paid by for, and delivery of, the several Underwriters for the [Designated] Securities shall be an amount equal to made at the initial public offering price. The initial public offering price per Preferred Security offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be a fixed price to be determined agreed upon by agreement between the Representative you and the Offerors. The initial public offering price and the purchase priceCompany, when so determinedat 10:00 A.M., shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth [third][fourth] business day (unless postponed in accordance with the provisions of Section 10) following the date of this Agreement, this Agreement or such other time not later than ten business days after such date as shall terminate forthwith, without liability of any party to any other party, unless otherwise be agreed to upon by the Offerors Underwriters and the RepresentativeCompany (such time and date of payment and delivery being herein called "Closing Time"). As compensation Payment shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company for the Preferred Securities to be delivered purchased by them. The Securities shall be in fully registered book-entry form in such denominations and registered in such names as the Underwriters may request in writing at least two business days before Closing Time, and shall be made available for examination and packaging by the Trust hereunder at Underwriters not later than 10:00 A.M. on the last business day prior to Closing Time or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing AgreementTime.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forthherein, (i) (A) the Trust Company agrees to issue and sell to each Underwriterof the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $_______, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto and, (B) in the event and to the extent that the Underwriters exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each Underwriterof the Underwriters agrees, severally and not jointly, agrees to purchase from the TrustCompany, at the purchase price per security share set forth in the Pricing Agreementclause (i)(A) of this Section 2(a), that portion of the number of [Initial] Company Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Company Optional Securities by a fraction, the numerator of which is the maximum number of Company Optional Shares which such Underwriter is entitled to purchase as set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in Schedule I hereto and the Pricing Agreement), plus any additional denominator of which is the maximum number of [Initial] Company Optional Securities that such Underwriter may become obligated all of the Underwriters are entitled to purchase pursuant hereunder; (ii) (A) each Selling Shareholder agrees, severally and not jointly, to sell to each of the provisions Underwriters and each of Section 10 hereof. The the Underwriters agrees, severally and not jointly, to purchase from such Selling Shareholder, at a purchase price per security to be paid by share of $______, the several Underwriters for number of Firm Securities set forth opposite the [Designated] Securities shall be an amount equal name of such Underwriter in Schedule II hereto and (B) in the event and to the initial public offering price. The initial public offering extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, each Selling Shareholder agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from such Selling Shareholder, at the purchase price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase price, when so determined, shall be share set forth in clause (ii)(A) of this Section 2(a), that portion of the Pricing Agreement. In number of Selling Shareholders' Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Selling Shareholders' Optional Securities by a fraction, the event that numerator of which is the maximum number of Selling Shareholders' Optional Securities which such prices have not been agreed upon Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II hereto and the Pricing Agreement has not been executed and delivered by denominator of which is the maximum number of Selling Shareholders' Optional Securities that all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used are entitled to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementhereunder.

Sale and Delivery to 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 issue and sell 1,925,000 shares of Common Stock and the Selling Stockholder agrees to sell 275,000 shares of Common Stock to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany and the Selling Stockholder, at the price per security agreed upon by the Representatives, the Company and the Selling Stockholder as set forth in the Pricing Agreement, the number of [Initial] Securities shares of Common Stock set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of [Initial] Securities that such . Each Underwriter may become shall be obligated to purchase from the Company and from the Selling Stockholder that number of shares of the Common Stock which represents the same proportion of the number of shares of the Common Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Common Stock set forth opposite the name of such Underwriter in Schedule A represents of the total number of shares of the Common Stock to be purchased by all of the Underwriters pursuant to the provisions of Section 10 hereofthis Agreement. The respective purchase obligations of the Underwriters with respect to the Common Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. (i) If the Company has elected not to rely upon Rule 430A under the 1933 Act Regulations, the initial public offering price of the Securities and the purchase price per security of the Securities to be paid by the several Underwriters for the [Designated] Securities shall be agreed upon and set forth in the Pricing Agreement, dated the date hereof, and an amount equal amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (ii) If the Company has elected to rely upon Rule 430A under the 1933 Act Regulations, the initial public offering price. The initial public offering price per Preferred Security of the Securities and the purchase price of the Securities to be paid by the several Underwriters shall be a fixed price to be determined by agreement between among the Representative Representatives, the Company and the Offerors. The initial public offering price Selling Stockholder and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors Company, the Selling Stockholder and the RepresentativeRepresentatives. As compensation (b) In addition, on the basis of the representations and warranties herein contained and subject to the Underwriters for their commitments hereunder terms and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Companyconditions herein set forth, the Company hereby agrees to pay at Closing Time (as defined below) grants an option to the Representative, for the accounts of the several Underwriters, a commission severally and not jointly, to purchase up to 330,000 shares of Common Stock at the price per Preferred Security determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be share set forth in the Pricing Agreement. The option hereby granted will expire 30 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the 1933 Act Regulations or (ii) the date of the Pricing Agreement, if the Company has elected to rely on Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time (but not more than twice) only 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 Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of payment (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriters bears to the total number of Initial Securities (except as otherwise provided in the Pricing Agreement), subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. 7 8 (c) Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of McDoxxxx & Xompany Securities, Inc., McDoxxxx Xxxestment Center, Cleveland, Ohio or at such other place as shall be agreed upon by the Representatives, the Company and the Selling Stockholder, at 10:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the third business day after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives, the Company and the Selling Stockholder (such time and date of payment and delivery being herein called the "Closing Time"); provided, however, that if the Registration Statement becomes effective later than 4:30 p.m., Eastern Time, on any date, then, subject to the foregoing, the Closing Time shall be the fourth business day thereafter (or, if the Company has elected to rely upon Rule 430A, and the Pricing Agreement is not executed until after 4:30 p.m., Eastern Time, on any date, the fourth business day after execution of the Pricing Agreement). In addition, in the event that any or all of the Option Securities are to be 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 offices of McDoxxxx & Xompany Securities, Inc., or at such other place as shall be agreed upon by the Representatives and the Company on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company and the Selling Stockholder by wire transfer of immediately available funds to accounts designated by the Company and the Selling Stockholder, against delivery of the Securities to the Underwriters. The certificates representing Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time. It is understood that each Underwriter has authorized the Representatives, for their account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose check has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The Securities will be made available for examination and packaging by the Underwriters not later than 10:00 A.M. on the last business day prior to the Closing Time at such place as the Underwriters may designate in Cleveland, Ohio. SECTION 3.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Pricing AgreementCompany, the number aggregate principal amount of [Initial] the Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement)on Schedule I hereto, plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The at a purchase price per security equal to be paid by 98.75% of the several Underwriters for aggregate principal amount thereof. Delivery of the [Designated] Securities shall be an amount equal made at the offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price Company, and payment of the purchase price, when so determined, price for the Securities shall be set forth in made by the Pricing Agreement. In Representative to the event that Company by wire transfer of immediately available funds contemporaneous with closing at such prices have not been place as shall be agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors Representative and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time no later than 10:00 a.m. (New York City time) on November 23, 2021 or such other time not later than ten (10) business days after such date as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined shall be agreed upon by agreement between the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. KBW, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred 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. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least one full business day prior to the Closing Time. The Global Note shall be made available for examination by the Representative not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at Closing Time Company or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementits counsel or designees to them.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the purchase price per security set forth in the Pricing Agreement, the number of [Initial] Securities set forth in Schedule A I hereto, the respective principal amounts of the Offered Bonds set forth opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement)Schedule II hereto, plus any additional number principal amount of [Initial] Securities that Offered Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The (b) Payment of the purchase price per security for, and delivery of certificates for, the Offered Bonds shall be made at the office at the location specified in Schedule I, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to be paid the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the [Designated] Securities shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price Offered Bonds to be determined purchased by agreement between the Representative them. It is understood that each Underwriter has authorized Robexx X. Xxxxx, xxr its account, to accept delivery of, receipt for, and the Offerors. The initial public offering price and make payment of the purchase priceprice for, when so determinedthe Offered Bonds which it has agreed to purchase. Robexx X. Xxxxx, xxdividually and not as representative of the Underwriters, may (but shall not be set forth in obligated to) make payment of the Pricing Agreement. In purchase price for the event that such prices have not been agreed upon and the Pricing Agreement Offered Bonds to be purchased by any Underwriter whose check has not been executed and delivered by all parties thereto received by the close of business on Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates for the fourth Offered Bonds shall be in such denominations and registered in such names as the Underwriters may request in writing at least one full business day following before the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by Closing Date. The certificates for the Offerors and the Representative. As compensation Offered Bonds will be made available to the Underwriters for their commitments hereunder and examination at the location specified in view of Schedule I hereto not later than 10:00 a.m., Eastern time, on the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) business day prior to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing AgreementDate.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security Preferred Security set forth in the Pricing Agreement, the number of [Initial] Preferred Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of [Initial] Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The purchase price per security Preferred Security to be paid by the several Underwriters for the [Designated] Preferred Securities shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative Representatives and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the RepresentativeRepresentatives. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities (together with the entire proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase the Junior Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (as defined below) to the RepresentativeRepresentatives, for the accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative Representatives and the Company for the Preferred Securities to be delivered by the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), as the case may beTime. The commission, when so determined, shall be set forth in the Pricing Agreement.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, Underwriter agrees to purchase from the TrustCompany, at the a purchase price of $38.4925 per security set forth in the Pricing Agreementshare, the number of [Initial] Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement)Underwriter, plus any additional number of [Initial] Firm Securities that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The 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 of the Underwriters, and the Underwriters shall have a one-time right to purchase from the Company, severally and not jointly, at a purchase price of $38.4925 per security to be paid by the several Underwriters for the [Designated] Securities shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price and the purchase priceshare, when so determined, shall be set forth in the Pricing Agreementaggregate up to 900,000 Additional Securities. In If the event that Representatives, on behalf of the Underwriters, elect to exercise such prices have option, the Representatives shall so notify the Company in writing not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following later than 30 days after the date of this Agreement, this Agreement but at any time within such 30 days, which notice shall terminate forthwith, without liability specify the number of any party Additional Securities to any other party, unless otherwise agreed to be purchased by the Offerors Underwriters and the Representativetime and date on which such shares are to be purchased. As compensation to Such date may be the Underwriters same as the Closing Time but shall in no event be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 2(c) hereof solely for their commitments hereunder and the purpose of covering over-allotments made in view connection with the public offering of the fact that the proceeds of the sale of the Preferred Firm Securities. If any Additional Securities will are to be used purchased, each Underwriter agrees, severally and not jointly, to purchase the Subordinated Debt number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Securities. (b) The Company has been advised by the Representatives that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has further been advised by the Representatives that the Underwriters propose to initially offer the Securities to the public at the public offering price of $39.5625 per share. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the office of Berlack, Israels & Xxxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. on February 19, 1998 (unless postponed in accordance with the provisions of Section 10 hereof), or such other time not later than five business days after such date as shall be agreed upon by the Representatives and the Company hereby agrees to pay at (such time and date of payment and delivery being herein called the Closing Time (as defined below) ). Payment shall be made to the Representative, Company by wire transfer in immediately available funds against delivery to the Representatives for the respective accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company for the Preferred Securities to be delivered by the Trust hereunder at Closing Time or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreement.Underwriters of

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the price $______ per security set forth in the Pricing Agreementshare, the number of [Initial] Initial Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of [Initial] Initial Securities that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 525,000 shares of Common Stock at the price per security share set forth in paragraph (a) above. The option hereby granted will expire 30 days after the Representation Date, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be paid made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for the [Designated] Securities such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be an amount equal to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representative and the OfferorsCompany. The initial public offering price . If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the purchase price, when so determined, shall be total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities (except as otherwise provided in the Pricing Agreement. In the event that ), subject in each case to such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time (adjustments as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined by agreement between the Representative and the Company for the Preferred Securities in its discretion shall make to be delivered by the Trust hereunder at Closing Time eliminate any sales or relevant Date purchases of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementfractional shares.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the price per security aggregate principal amount of 2030 Notes set forth in the Pricing Agreement, the number of [Initial] Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in on Schedule I hereto, at a purchase price equal to 99.35% of the Pricing Agreement)aggregate principal amount thereof, plus any additional number and the aggregate principal amount of [Initial] Securities that 2035 Notes set forth opposite the name of such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The on Schedule I hereto, at a purchase price per security equal to be paid by 99.125% of the several Underwriters for aggregate principal amount thereof. Delivery of the [Designated] Securities shall be an amount equal made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price Company, and payment of the purchase price, when so determined, price for the Securities shall be set forth in made by the Pricing Agreement. In Representative to the event that Company by wire transfer of immediately available funds contemporaneous with closing at such prices have not been place as shall be agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors Representative and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time no later than 10:00 a.m., New York City time, on March 3, 2020 or such other time not later than ten (10) business days after such date as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined shall be agreed upon by agreement between the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Xxxxx Xxxxxxx & Co., individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred 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. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. The Global Note shall be made available for examination by the Representative not later than 4:55 p.m. New York City time, on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at Closing Time Company or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementits counsel or designees to them.

Sale and Delivery to 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the price per security set forth in the Pricing AgreementCompany, the number aggregate principal amount of [Initial] Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement)on Schedule I hereto, plus any additional number of [Initial] Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The at a purchase price per security equal to be paid by 98.061% of the several Underwriters for aggregate principal amount thereof. Delivery of the [Designated] Securities shall be an amount equal made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to the initial public offering price. The initial public offering price per Preferred Security shall be a fixed price to be determined by agreement between the Representative and the Offerors. The initial public offering price Company, and payment of the purchase price, when so determined, price for the Securities shall be set forth in made by the Pricing Agreement. In Representative to the event that Company by wire transfer of immediately available funds contemporaneous with closing at such prices have not been place as shall be agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors Representative and the Representative. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Subordinated Debt Securities of the Company, the Company hereby agrees to pay at Closing Time no later than 10:00 a.m., New York City time, on November 17, 2014 or such other time not later than ten (10) business days after such date as defined below) to the Representative, for the accounts of the several Underwriters, a commission per Preferred Security determined shall be agreed upon by agreement between the Representative and the Company (such time and date of payment and delivery being herein called the “Closing Time”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Jefferies, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred 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. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to the Closing Time. All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Trust hereunder at Closing Time Company or relevant Date of Delivery (as defined below), as the case may be. The commission, when so determined, shall be set forth in the Pricing Agreementits counsel or designees to them.