Common use of Time and Place of Closing Clause in Contracts

Time and Place of Closing. Delivery of the Debentures and payment therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in immediately available funds, shall be made at the offices of Winthrop, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York time, on _____, or at such other place, time, and/or date as the Representative and the Company may agree upon in writing or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." The Debentures shall be delivered to the Representative for the respective accounts of the Underwriters in registered form in such authorized denominations and registered in such names as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the Company agrees to make the Debentures available to the Representative for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, at the New York office of The First National Bank of Chicago, or at such other place, time, and/or date as may be agreed upon between the Company and the Representative. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of time.

Time and Place of Closing. Delivery of the Debentures Securities against payment of the aggregate purchase price, plus [/4/ accumulated contract adjustment payments,] accumulated dividends or accrued interest, as the case may be, thereon, if any, from the [date of original issuance] to the date of payment for and payment delivery of the Securities, therefor by check or checkswire transfer in federal funds [/4/, payable and against delivery to the Company Collateral Agent of the Senior Notes constituting a part of the Initial Securities] by the Underwriters or its order, in New York, New York, or by wire transfer, in immediately available funds, on their behalf shall be made at the offices of WinthropThelen Reid & Priest LLP, Stimson875 Third Avenue, Putnxx & XobexxxNew York, Xxe Xxxxxxx Xxxx XxxxxNew York, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M.at __:00 X.X., New York time, on xx ________ __, or at such other 000_, xx xx xxxx xxxer place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and the Representative or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Securities shall be issued in the form of one or more global securities in fully registered form (the "Global Securities"). The Global Securities shall be delivered on the Closing Date, or such other date and time as agreed by The Depository Trust Company ("DTC") or The Bank of New York, to DTC or to The Bank of New York , as custodian for DTC, registered in the Representative name of Cede & Co., for the respective accounts of the Underwriters in registered form in such authorized denominations and registered in such names or as otherwise directed by the Representative may reasonably request in writing at least two not later than the close of business days on the second business day prior to the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Securities available upon request to the Representative for checking purposes not later than 2:30 2:00 P.M., New York time, on the last business day preceding the Closing Date, Date at the New York office offices of The First National Bank of ChicagoThelen Reid & Priest LLP set forth above, or at such other place, time, and/or date place in Xxx Xxxx Xxty as may be agreed upon between the Company and the Representativemay specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the [/1,2,4/number] [/3/principal amount amount] of Debentures the Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative non-defaulting Underwriters of the default of such defaulting Underwriter, and the other non-defaulting Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more othersother underwriters, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and are satisfactory to the Company, to purchase, upon the terms herein set forth, the [/1,2,4/number] [/3/principal amount amount] of Debentures the Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If, in the event of such default, no non-defaulting Underwriter shall give such notice, or the non-defaulting Underwriter or Underwriters shall within such 24 hour period give written notice to the Company that it or they shall not exercise such right, then this Agreement may be terminated by the Company, upon like notice given to the non-defaulting Underwriter or Underwriters, within a further period of 24 hours. If in such case the Company shall not elect to terminate this Agreement, it shall have the right, irrespective of such default: (a) to require each non-defaulting Underwriter to purchase and pay for the respective [/1,2,4/number] or [/3/amount] of the Securities that it had agreed to purchase hereunder as hereinabove provided and, in addition, all or a part of the [/1,2,4/number] [/3/principal amount] of the Securities that the defaulting Underwriter shall have so failed or refused to purchase up to [/1,2,4/a number] or [/3/an amount] thereof equal to one-ninth (1/9) of the [/1,2,4/number] or [/3/amount] of Securities that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more persons who are members of the NASD (or, if not members of the NASD, who are not eligible for membership in the NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Conduct Rules) and are reasonably acceptable to the Representative, to purchase, upon the terms herein set forth, either all or a part of the [/1,2,4/number] [/3/amount] of the Securities that such defaulting Underwriters had agreed but failed or refused to purchase or that portion thereof, if any, that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under (a) and/or (b) above, the Company shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in In the event computation of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further any period of twenty-four (24) hours. If 24 hours referred to in this Section 5, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreementtime. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures Bonds and payment of the purchase price therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in transfer of immediately available funds, funds shall be made at the offices of WinthropThelen Reid & Priest LLP, Stimson40 West 57th Street, Putnxx & XobexxxNex Xxxx, Xxe Xxxxxxx Xxxx XxxxxXxw York, at 10:00 X.X., Xxx Xxxx, Xxx XxxxXxxx xxxx, xx 10:00 A.M.Xxxxx 00, New York time000000, on _____, 1998 or at such other place, time, time and/or date as the Representative and the Company may agree upon in writing or as may be established in accordance with the following second succeeding paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Bonds shall be delivered to the Representative Underwriters only in book- entry form through the facilities of The Depository Trust Company in New York, New York. The certificate for the respective accounts Bonds shall be in the form of one typewritten global bond in fully registered form, in the aggregate principal amount of the Underwriters in registered form in such authorized denominations Bonds, and registered in such names the name of Cede & Co., as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names nominee of the respective Underwriters in such denominations as the Company shall determineThe Depository Trust Company. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Bonds available to the Representative for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, Date at such place as may be agreed upon among the New York office of The First National Bank of ChicagoRepresentative and the Company, or at such other place, time, time and/or date as may be agreed upon between among the Company Representative and the RepresentativeCompany. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that Bonds which it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) 24 hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) 24 hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures Bonds that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts of Debentures Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination of this Underwriting Agreement by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection paragraph (gh) of Section 77 and in Section 10. In the computation of any period of twenty-four (24) 24 hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) 24 hours in respect of each Saturday, Sunday, Sunday or legal holiday which would otherwise be included in such period of time.

Time and Place of Closing. Delivery of the Debentures Bonds and payment of the purchase price therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, transfer in immediately available fundsfunds to the corporate indenture trustee under each Lease Indenture (as defined in the Prospectus), for the account of the Funding Corporation, shall be made at the offices of WinthropXxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York time, on _____July 17, 1997, or at such other place, time, and/or date time on the same or such other day as the Representative and shall be agreed upon by the Company may agree upon in writing and Xxxxxx Xxxxxxx & Co. Incorporated, or as may be established in accordance with the following paragraphSection 12 hereof. The hour and date of such delivery and payment are herein called the "Closing Date." The Debentures Bonds shall be delivered to the Representative Underwriters in book-entry form through the facilities of The Depository Trust Company ("DTC") in New York, New York. The certificates for the respective accounts Bonds shall be in the form of two typewritten bonds in fully registered form, in the aggregate principal amount of the Underwriters in registered form in such authorized denominations Bonds, and registered in such names the name of Cede & Co, as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names nominee of the respective Underwriters in such denominations as the Company shall determineDTC. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Bonds available to the Representative Underwriters for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, Date at such place as may be agreed upon between Xxxxxx Xxxxxxx & Co. Incorporated and the New York office of The First National Bank of ChicagoCompany, or at such other place, time, time and/or date as may be agreed upon between the Company Xxxxxx Xxxxxxx & Co. Incorporated and the RepresentativeCompany. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with On the terms hereofClosing Date, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours Owner Participant referred to in this Section 6, there shall be excluded a period 2 hereof will pay the underwriting commissions payable at such time to the Underwriters pursuant to Section 2 hereof by wire transfer in immediately available funds to an account designated by Xxxxxx Xxxxxxx & Co. Incorporated for the accounts of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timethe several Underwriters.

Time and Place of Closing. Delivery of the Debentures Securities against ------------------------- payment of the aggregate purchase price, plus accumulated dividends or accrued interest, as the case may be, thereon, if any, from the [date of original issuance] to the date of payment for and payment delivery of the Securities, therefor by check or checkswire transfer in federal funds [4, payable and against delivery to the Company Collateral Agent of the Debt Securities and the Treasury Securities constituting a part of the Type A Securities and Type B Securities, respectively] by the Underwriters or its order, in New York, New York, or by wire transfer, in immediately available funds, on their behalf shall be made at the offices of WinthropThelen Reid & Priest LLP, Stimson40 West 57th Street, Putnxx & XobexxxNew York, Xxe Xxxxxxx Xxxx XxxxxNew York, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M.at 00:00 X.X., New York time, on _____xx , or at such other placexx xx xxxx xxxxx xxxxx, time, and/or xxxx xxx date as the Representative and the Company may agree shall be agreed upon in writing by the Company and the Underwriters or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Securities shall be delivered to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co., for the respective accounts of specified by the Underwriters in registered form in such authorized denominations and registered in such names as not later than the Representative may reasonably request in writing at least two close of business days prior to on the business day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in Date or such denominations other time as the Company shall determine. For the purpose of expediting the checking of the Debentures may be agreed upon by the Representative, the Underwriters. The Company agrees to make the Debentures Securities available to the Representative Underwriters for checking purposes not later than 2:30 2:00 P.M., New York time, on the last business day preceding the Closing Date, Date at the offices of Thelen Reid & Priest LLP, 40 West 57th Street, New York office of The First National Bank of ChicagoYork, or at New York, 10000, xx xx such other place, time, and/or date as may be agreed upon between the Company and the Representativeplacx xx xxx Xxxxxxx xxx xxxxxxx. If any Xx xxy Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the [1,2,4 number] [3 principal amount amount] of Debentures the Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more othersother underwriters, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and are satisfactory to the Company, to purchase, upon the terms herein set forth, [1,2,4 number] [3 principal amount] of the principal amount of Debentures Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If no non-defaulting Underwriter shall give such notice, then this Agreement may be terminated by the Company, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Company shall not elect to terminate this Agreement, it shall have the right, irrespective of such default: (a) to require each non-defaulting Underwriter to purchase and pay for the respective [1,2,4 number] or [3 amount] of the Securities that it had agreed to purchase hereunder as hereinabove provided and, in addition, the [1,2,4 number] [3 principal amount] of the Securities that the defaulting Underwriter shall have so failed to purchase up to [1,2,4 a number] or [3 an amount] thereof equal to one-ninth (1/9) of the [1,2,4 number] or [3 amount] of Securities that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more persons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are not eligible for membership in the NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, either all or a part of the [1,2,4 number] [3 amount] of the Securities that such defaulting Underwriters had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under (a) and/or (b) above, the Company shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in In the event computation of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further any period of twenty-four (24) hours. If 24 hours referred to in this Section 5, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreementtime. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Shares ------------------------- against payment therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices office of WinthropXxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York timeTime, on _____, --------- 1998, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and you or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Shares shall be delivered to the Representative for the respective accounts of the Underwriters in registered form in such authorized denominations and you registered in such names and in such denominations as the Representative may you shall reasonably request in writing at least two not later than the close of business days on the third business day prior to the Closing Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the Company agrees to make the Debentures available to the Representative for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, at the New York office of The First National Bank of Chicago, or at such other place, time, and/or date as may be agreed upon between the Company and the Representativeyour name. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures Shares that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Shares Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Conduct Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures Shares that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such each non-defaulting Underwriters Underwriter to purchase and pay for the respective principal amounts of Debentures Shares that they it had severally agreed to purchase hereunder, hereunder as hereinabove provided, hereinafter provided and, in addition, the principal amount of Debentures Shares that the defaulting Underwriter shall have so failed to purchase; provided, however, that no non- defaulting Underwriter shall be required to purchase up to a principal such additional Shares in an amount thereof equal to exceeding one-ninth (1/9th1/9) of the respective principal amounts number of Debentures Shares that such non-defaulting Underwriters have Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, either all or a part of the principal amount of Debentures Shares that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 4, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday that would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 4 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 4 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 5(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 8 hereof.

Time and Place of Closing. Delivery of the Debentures and Preferred Trust ------------------------- Securities against payment of the aggregate purchase price therefor by check wire transfer in federal funds by the Underwriters or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in immediately available funds, on their behalf shall be made at the offices of WinthropThelen Reid & Priest LLP, Stimson40 West 57th Street, Putnxx & XobexxxNew York, Xxe Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx XxxxNew York, xx 10:00 A.M.00:00 X.M., New York timetixx, on xx _______________, or at such other xx xx xxxx xxxxr place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and the Underwriters or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Preferred Trust Securities shall be delivered to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co., for the respective accounts of specified by the Underwriters in registered form in such authorized denominations and registered in such names as not later than the Representative may reasonably request in writing at least two close of business days prior to on the business day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in Date or such denominations other time as the Company shall determine. For the purpose of expediting the checking of the Debentures may be agreed upon by the Representative, the Company Underwriters. The Trust agrees to make the Debentures Preferred Trust Securities available to the Representative Underwriters for checking purposes not later than 2:30 2:00 P.M., New York time, on the last business day preceding the Closing Date, Date at the offices of Thelen Reid & Priest LLP, 40 West 57th Street, New York office of The First National Bank of ChicagoYork, or at New York, 00000, xx xt such other place, time, and/or date as may be agreed upon between the Company and the Representativeplxxx xx xxx Xxxxx xxx xxxxxxx. If any Xx xxy Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal liquidation preference amount of Debentures the Preferred Trust Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more othersother underwriters, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and are satisfactory to the Company, to purchase, upon the terms herein set forth, the principal liquidation preference amount of Debentures the Preferred Trust Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If no non-defaulting Underwriter shall give such notice, then this Agreement may be terminated by the Company, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Company shall not elect to terminate this Agreement, it shall have the right, irrespective of such default: (a) to require each non-defaulting Underwriter to purchase and pay for the respective liquidation preference amount of the Preferred Trust Securities that it had agreed to purchase hereunder as hereinabove provided and, in addition, the liquidation preference amount of the Preferred Trust Securities that the defaulting Underwriter shall have so failed to purchase up to a liquidation preference amount thereof equal to one-ninth (1/9) of the liquidation preference amount of Preferred Trust Securities that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more persons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are not eligible for membership in the NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, either all or a part of the liquidation preference amount of the Preferred Trust Securities that such defaulting Underwriters had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under (a) and/or (b) above, the Company shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in In the event computation of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further any period of twenty-four (24) hours. If 24 hours referred to in this Section 5, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreementtime. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Debt ------------------------- Securities against payment therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices office of WinthropReid & Priest LLP, Stimson40 West 57th Street, Putnxx & XobexxxNew York, Xxe Xxxxxxx Xxxx XxxxxNew Xxxx, at 10:00 A.M., Xxx Xxxx, Xxx Xxxx Xxxx, xx 10:00 A.M., New York time, on _____________, or at xx xt such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and you or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Debt Securities shall be delivered to the Representative you for the respective accounts of the Underwriters in fully registered form in such authorized denominations of $1,000 or any multiple thereof and registered in such names as the Representative may you shall reasonably request in writing at least two not later than the close of business days on the second business day prior to the Closing Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such authorized denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Debt Securities available to the Representative you for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the New York office of The First National Bank of ChicagoReid & Priest LLP, or at such other place40 West 57th Street, timeNew York, and/or date as may be agreed upon between the Company and the RepresentativeNew Xxxx, 10019. If any Underwriter shall fail or refuse Xx xxx Xxxxxxxxxxx xxxxx xxxx xx xxxxxx (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount amount(s) of Debentures the Debt Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), ) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount amount(s) of Debentures the Debt Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, Agreement it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures the Debt Securities that they had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal amount amounts of Debentures the Debt Securities that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts of Debentures the Debt Securities that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, either all or a part of the principal amount princi- pal amount(s) of Debentures the Debt Securities that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday that would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures Securities against ------------------------- payment of the aggregate purchase price, plus accumulated dividends or accrued interest, as the case may be, thereon, if any, from the [date of original issuance] to the date of payment for and payment delivery of the Securities, therefor by check wire transfer in federal funds by the Underwriters or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in immediately available funds, on their behalf shall be made at the offices of WinthropXxxxxx Xxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York time, on _____, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and the Underwriters or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Securities shall be delivered to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co., for the respective accounts of specified by the Underwriters in registered form in such authorized denominations and registered in such names as not later than the Representative may reasonably request in writing at least two close of business days prior to on the business day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in Date or such denominations other time as the Company shall determine. For the purpose of expediting the checking of the Debentures may be agreed upon by the Representative, the Underwriters. The Company agrees to make the Debentures Securities available to the Representative Underwriters for checking purposes not later than 2:30 2:00 P.M., New York time, on the last business day preceding the Closing Date, Date at the New York office offices of The First National Bank of ChicagoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place, time, and/or date place as may be agreed upon between the Company and the Representativemay specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount [1number] [2principal amount] of Debentures the Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more othersother underwriters, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and are satisfactory to the Company, to purchase, upon the terms herein set forth, [1 number] [2 principal amount] of the principal amount of Debentures Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If no non-defaulting Underwriter shall give such notice, then this Agreement may be terminated by the Company, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Company shall not elect to terminate this Agreement, it shall have the right, irrespective of such default: (a) to require each non-defaulting Underwriter to purchase and pay for the respective number or amount of the Securities that it had agreed to purchase hereunder as hereinabove provided and, in addition, the [1number] [2principal amount] of the Securities that the defaulting Underwriter shall have so failed to purchase up to a number or amount thereof equal to one-ninth (1/9) of the number or amount of Securities that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more persons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are not eligible for membership in the NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, either all or a part of the [number] [amount] of the Securities that such ------------------------ 1 For use in connection with Preference Stock. 2 For use in connection with Unsecured Debt Securities. defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under (a) and/or (b) above, the Company shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in In the event computation of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further any period of twenty-four (24) hours. If 24 hours referred to in this Section 5, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreementtime. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Preferred Trust ------------------------- Securities against payment of the aggregate purchase price therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices of WinthropThelen Reid & Priest LLP, Stimson40 West 57th Street, Putnxx & XobexxxNew York, Xxe Xxxxxxx Xxxx XxxxxNew York, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M.ax 00:00 X.X., New York timeTimx, on _____xx , or at such other xx xx xxxx xther place, time, and/or time and date as the Representative and the Company may agree shall be agreed ------------------- upon in writing by the Company and you or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Preferred Trust Securities shall be delivered to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co., for the respective accounts specified by you not later than the close of business on the Underwriters in registered form in such authorized denominations and registered in such names as the Representative may reasonably request in writing at least two business days prior to day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the Company The Trust agrees to make the Debentures Preferred Trust Securities available to the Representative you for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the offices of Thelen Reid & Priest, 40 West 57th Street, New York office of The First National Bank of ChicagoYork, or at such New York, 10019, xx xx xxxh other place, time, and/or date as may be agreed upon between the Company and the Representativeplaxx xx xxx Xxxxx xxx xxxxxxx. If any Xx xxx Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal liquidation preference amount of Debentures the Preferred Trust Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal liquidation preference amount of Debentures the Preferred Trust Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, Agreement it shall have the right, irrespective of such default: (a) to require such each non-defaulting Underwriters Underwriter to purchase and pay for the respective principal amounts liquidation preference amount of Debentures the Preferred Trust Securities that they it had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal liquidation preference amount of Debentures the Preferred Trust Securities that the defaulting Underwriter shall have so failed to purchase up to a principal liquidation preference amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts liquidation preference amount of Debentures Preferred Trust Securities that such non-defaulting Underwriters have Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair PracticeConduct Rules), to purchase, upon the terms herein set forth, either all or a part of the principal liquidation preference amount of Debentures the Preferred Trust Securities that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday that would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Securities, ------------------------- against payment therefor by check or checksof the aggregate purchase price therefor, payable plus accrued interest thereon, if any, from the date of original issuance to the Company or its order, in New York, New York, or date of payment for and delivery of the Securities by wire transfer, transfer in immediately available funds, federal funds shall be made at the offices of WinthropXxxxxx Xxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York timeTime, on _____, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and you or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Securities shall be delivered [to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co. for the respective accounts specified by you not later than the close of business on the business day preceding the Closing Date] [to you for the respective accounts of the Underwriters in registered form in such authorized denominations and several Underwriters, registered in such names and in such denominations as the Representative may reasonably you shall request in writing at least two not less than one full business days day prior to the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine]. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Securities available to the Representative you for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the New York office offices of The First National Bank of ChicagoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place, time, and/or date place as may be agreed upon between the Company and the Representativemay specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures the Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures the Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, Agreement it shall have the right, irrespective of such default: (a) to require such each non-defaulting Underwriters Underwriter to purchase and pay for the respective principal amounts number or amount of Debentures the Securities that they it had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal amount of Debentures the Securities that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts amount of Debentures Securities that such non-defaulting Underwriters have Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair PracticeConduct Rules), to purchase, upon the terms herein set forth, either all or a part of the principal amount of Debentures the Securities that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday that would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Preferred Trust ------------------------- Securities against payment of the aggregate purchase price therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices of WinthropXxxxxx Xxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York time, on _____, or at such other place, time, and/or time and date as shall be agreed upon --------------- in writing by the Representative Company and the Company may agree upon in writing Underwriters or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Preferred Trust Securities shall be delivered to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co., for the respective accounts of specified by the Underwriters in registered form in such authorized denominations and registered in such names as not later than the Representative may reasonably request in writing at least two close of business days prior to on the business day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in Date or such denominations other time as the Company shall determine. For the purpose of expediting the checking of the Debentures may be agreed upon by the Representative, the Company Underwriters. The Trust agrees to make the Debentures Preferred Trust Securities available to the Representative Underwriters for checking purposes not later than 2:30 2:00 P.M., New York time, on the last business day preceding the Closing Date, Date at the New York office offices of The First National Bank of ChicagoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place, time, and/or date place as the Trust may be agreed upon between the Company and the Representativespecify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal liquidation preference amount of Debentures the Preferred Trust Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more othersother underwriters, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal liquidation preference amount of Debentures the Preferred Trust Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If no non-defaulting Underwriter shall give such notice, then this Agreement may be terminated by the Company, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Company shall not elect to terminate this Agreement it shall have the right, irrespective of such default: (a) to require each non-defaulting Underwriter to purchase and pay for the respective liquidation preference amount of the Preferred Trust Securities that it has agreed to purchase hereunder as hereinabove provided and, in addition, the liquidation preference amount of the Preferred Trust Securities that the defaulting Underwriter shall have so failed to purchase up to a liquidation preference amount thereof equal to one-ninth (1/9) of the liquidation preference amount of Preferred Trust Securities that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more persons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are not eligible for membership in the NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, either all or a part of the liquidation preference amount of the Preferred Trust Securities that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under (a) and/or (b) above, the Company shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in In the event computation of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further any period of twenty-four (24) hours. If 24 hours referred to in this Section 5, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreementtime. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and TOPrS against payment of the aggregate purchase price therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices office of WinthropThelen Reid & Priest LLP, Stimson40 West 57th Street, Putnxx & XobexxxNew York, Xxe Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx New Xxxx, xx 10:00 00:00 A.M., New York timeXxxx Xxxx, on xx ___________, or at such other xx xx xxxx xther place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and the Representatives, or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures TOPrS shall be delivered to The Depositary Trust Company or to The Bank of New York, as custodian for The Depositary Trust Company, in fully registered global form registered in the Representative name of Cede & Co. for the respective accounts specified by the Representatives not later than the close of business on the Underwriters in registered form in such authorized denominations and registered in such names as the Representative may reasonably request in writing at least two business days prior to day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the Company The Trust agrees to make the Debentures TOPrS available to the Representative Representatives for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the New York office of The First National Bank of ChicagoThelen Reid & Priest, or 40 West 57th Street, New York, New Yorx, 00000, xr at such other place, time, and/or date as may be agreed upon between the Company and the Representativeoxxxx xxxxx xx xxx Xxxxx xxx xxxxxxx. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal liquidation preference amount of Debentures the TOPrS that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal liquidation preference amount of Debentures the TOPrS that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, Agreement it shall have the right, irrespective of such default: (a) to require such each non-defaulting Underwriters Underwriter to purchase and pay for the respective principal amounts liquidation preference amount of Debentures the TOPrS that they it had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal liquidation preference amount of Debentures the TOPrS that the defaulting Underwriter shall have so failed to purchase up to a principal liquidation preference amount thereof equal to [one-ninth (1/9th) 1/9)] of the respective principal amounts liquidation preference amount of Debentures TOPrS that such non-defaulting Underwriters have Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair PracticeConduct Rules), to purchase, upon the terms herein set forth, either all or a part of the principal liquidation preference amount of Debentures the TOPrS that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday that would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Firm Notes against payment therefor by check or checksof the aggregate purchase price, payable plus accrued interest thereon, if any, from the date of original issuance to the Company or its orderdate of payment for and delivery of the Notes, in New York, New York, or by wire transfer, transfer in immediately available funds, federal funds shall be made at the offices office of WinthropThelen Reid & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx Xxxx Xxxxx875 Third Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M.York, New York time00000, on _____xx 0:00 X.X., Xxx Xxxx xxxx, xx Xxly 15, 2003, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing or as may be established in accordance with by the following paragraphCompany and the Representative. The hour and date of such delivery and payment are herein called the "Firm Closing Date." In addition, if the Initial Purchasers purchase any of the Option Notes, delivery of the Option Notes against payment of the aggregate purchase price therefor by wire transfer in federal funds by the Initial Purchasers or on their behalf shall be made at the offices of Thelen Reid & Priest LLP set forth axxxx, xx xx such other place as shall be agreed upon by the Company and the Representative, on the applicable Option Closing Date as specified in the relevant notice from the Representative to the Company. The Debentures Notes will be issued in the form of one or more global notes in fully registered form (the "Global Notes"). The Global Notes shall be delivered to on the Representative for the respective accounts of the Underwriters in registered form in such authorized denominations and registered in such names as the Representative may reasonably request in writing at least two business days prior to the Firm Closing Date or any Option Closing Date, oras the case may be, or in either case such other date and time as agreed by The Depository Trust Company ("DTC") or The Bank of New York, to the extent not so requestedDTC or to The Bank of New York, as custodian for DTC, in fully registered global form registered in the names name of CEDE & CO. for the account of the respective Underwriters in such denominations Initial Purchasers, or as the Company shall determine. For the purpose of expediting the checking of the Debentures otherwise directed by the Representative, Representative in writing not later than the close of business on the second business day prior to such Firm Closing Date or Option Closing Date. The Company agrees to make the Debentures Firm Notes or Option Notes, as the case may be, available upon request to the Representative for checking purposes not later than 2:30 2:00 P.M., New York time, on the last business day preceding the Firm Closing Date or any Option Closing Date, as the case may be, at the offices of Thelen Reid & Priest LLP set forth axxxx, xx xx such other place in New York office of The First National Bank of Chicago, or at such other place, time, and/or date City as may be agreed upon between the Company and the Representativemay specify. If any Underwriter Initial Purchaser shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures the Firm Notes or Option Notes, as the case may be, that it such Initial Purchaser has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative non-defaulting Initial Purchasers of the default of such Underwriterdefaulting Initial Purchaser, and the other Underwriters non-defaulting Initial Purchasers shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or or, in the case of the Firm Notes, to procure one or more othersother initial purchasers, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and are satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures the Firm Notes or Option Notes, as the case may be, that the defaulting Underwriter Initial Purchaser had agreed but failed or refused to purchase. If any non-defaulting Underwriter Initial Purchaser or Underwriters shall determine to exercise such right, the Representative Initial Purchasers shall give written notice to the Company of such determination within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Firm Closing Date or any Option Closing Date, as the case may be, shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative default, no non-defaulting Initial Purchaser shall fail to give such notice, or the non-defaulting Initial Purchasers shall within such twenty24-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will they shall not exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Initial Purchasers, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such each non-defaulting Underwriters Initial Purchaser to purchase and pay for the respective principal amounts amount of Debentures the Firm Notes or Option Notes, as the case may be, that they it had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, all or part of the principal amount of Debentures the Firm Notes or Option Notes, as the case may be, that the defaulting Underwriter Initial Purchaser shall have so failed or refused to purchase up to a principal an amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts amount of Debentures Firm Notes or Option Notes, as the case may be, that such non-defaulting Underwriters have Initial Purchaser has otherwise agreed to purchase hereunder, and/or (b) in the case of the Firm Notes, to procure one or more otherspersons, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice)Conduct Rules) and are reasonably satisfactory to the Representative, to purchase, upon the terms herein set forth, either all or a part of the principal amount of Debentures the Firm Notes of such defaulted series that such defaulting Initial Purchaser had agreed but failed or refused to purchase or that portion thereof, if any, that the remaining Initial Purchasers shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Initial Purchasers within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Firm Closing Date or any Option Closing Date, as the case may be, shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday that would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any the defaulting Underwriter Initial Purchaser from liability in respect of any default of such Underwriter Initial Purchaser under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any the non-defaulting UnderwriterInitial Purchasers, except as otherwise provided in subsection (gSections 6(f) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Debt _________________________ Securities against payment therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices office of WinthropXxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York timeTime, on _____________, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and you or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Debt Securities shall be delivered to the Representative you for the respective accounts of the Underwriters in fully registered form in such authorized denominations of $1,000 or any multiple thereof and registered in such names as the Representative may you shall reasonably request in writing at least two not later than the close of business days on the second business day prior to the Closing Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such authorized denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Debt Securities available to the Representative you for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the New York office of The First National Bank of ChicagoXxxx & Priest LLP, or at such other place00 Xxxx 00xx Xxxxxx, timeXxx Xxxx, and/or date as may be agreed upon between the Company and the RepresentativeXxx Xxxx, 00000. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount amount(s) of Debentures the Debt Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), ) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount amount(s) of Debentures the Debt Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, Agreement it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures the Debt Securities that they had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal amount amounts of Debentures the Debt Securities that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts of Debentures the Debt Securities that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, either all or a part of the principal amount princi- pal amount(s) of Debentures the Debt Securities that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday that would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Debt ------------------------- Securities against payment therefor by certified or official bank check or checks, checks payable to the Company or its order, order in New York, New York, or by wire transfer, in immediately available funds, funds shall be made at the offices office of WinthropXxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York timeTime, on _____, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and you or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Debt Securities shall be delivered to the Representative you for the respective accounts of the Underwriters in fully registered form in such authorized denominations of $1,000 or any multiple thereof and registered in such names as the Representative may you shall reasonably request in writing at least two not later than the close of business days on the second business day prior to the Closing Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such authorized denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Debt Securities available to the Representative you for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the New York office of The First National Bank of Chicago, or at such other place, time, and/or date as may be agreed upon between the Company and the Representative. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it the Debt Securities which such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), ) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the Debt Securities which the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, Agreement it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that Debt Securities which they had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal amount amounts of Debentures that Debt Securities which the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts of Debentures that the Debt Securities which such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, either all or a part of the principal princi- pal amount of Debentures the Debt Securities which such defaulting Underwriter had agreed to purchase or that such portion thereof which the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday which would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Securities against ------------------------- payment of the aggregate purchase price therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices office of WinthropXxxxxx Xxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx at 10:00 A.M., New York timeTime, on _____--------- 2000, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and the Representatives, or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Securities shall be delivered to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co. for the respective accounts of the Underwriters in registered form in such authorized denominations and registered in such names as not later than the Representative may reasonably request in writing at least two close of business days prior to on the business day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Securities available to the Representative Representatives for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the New York office of The First National Bank of ChicagoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place, time, and/or date place as may be agreed upon between the Company and the Representativemay specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures Securities that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, Agreement it shall have the right, irrespective of such default: (a) to require such each non-defaulting Underwriters Underwriter to purchase and pay for the respective principal amounts amount of Debentures Securities that they it had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal amount of Debentures Securities that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts amount of Debentures Securities that such non-defaulting Underwriters have Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair PracticeConduct Rules), to purchase, upon the terms herein set forth, either all or a part of the principal amount of Debentures Securities that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 6, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday that would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of time.Section

Time and Place of Closing. Delivery of the Debentures Bonds and payment therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in immediately available funds, shall be made at the offices of Winthrop, Stimson, Putnxx Putnam & XobexxxRoberts, Xxe Xxxxxxx Xxxx XxxxxOne Battery Park Plaza, New York, New York, at 10:00 X.M., Xxx Xxxx, Xxx XxxxXorx xxxx, xx 10:00 A.M., New York time, on __________, or at such other placexx xx xxxx xxxxx xxace, time, and/or date as the Representative and the Company may agree upon in writing or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." The Debentures Bonds shall be delivered to the Representative for the respective accounts of the Underwriters in registered form in such authorized denominations and registered in such names as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures Bonds by the Representative, the Company agrees to make the Debentures Bonds available to the Representative for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, at the New York office of The First National Bank of Chicago, or at such other place, time, and/or date as may be agreed upon between the Company and the Representative. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures Bonds that it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures Bonds that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of time.

Time and Place of Closing. Delivery of the Debentures and payment therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in immediately available funds, shall be made at the offices of Winthrop, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York time, on _____, or at such other place, time, and/or date as the Representative and the Company may agree upon in writing or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." The Debentures shall be delivered to the Representative for the respective accounts of the Underwriters in registered form in such authorized denominations and registered in such names as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the Company agrees to make the Debentures available to the Representative for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, at the New York office of The First National Bank of Chicago, or at such other place, time, and/or date as may be agreed upon between the Company and the Representative. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of time.

Time and Place of Closing. Delivery of the Debentures and Debt ------------------------- Securities against payment therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices office of WinthropXxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York timeTime, on _____, or at such other place, time, and/or time and date as the Representative and the Company may agree ------------------ shall be agreed upon in writing by the Company and you or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Debt Securities shall be delivered to the Representative you for the respective accounts of the Underwriters in fully registered form in such authorized denominations of $1,000 or any multiple thereof and registered in such names as the Representative may you shall reasonably request in writing at least two not later than the close of business days on the second business day prior to the Closing Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such authorized denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Debt Securities available to the Representative you for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the New York office of The First National Bank of ChicagoXxxx & Priest LLP, or at such other place00 Xxxx 00xx Xxxxxx, timeXxx Xxxx, and/or date as may be agreed upon between the Company and the RepresentativeXxx Xxxx 00000. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it the Debt Securities which such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the Debt Securities which the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, Agreement it shall have the right, irrespective of such default: (a) to require such each non-defaulting Underwriters Underwriter to purchase and pay for the respective principal amounts amount of Debentures the Debt Securities that they had such Underwriter has severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal amount of Debentures the Debt Securities that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts amount of Debentures Debt Securities that such non-non- defaulting Underwriters have Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair PracticeConduct Rules), to purchase, upon the terms herein set forth, either all or a part of the principal amount of Debentures the Debt Securities that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday which would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures and Preferred Securities against payment therefor by certified or official bank check or checks, checks payable to the Company or pursuant to its order, order in New York, New York, or by wire transfer, in immediately available funds, York Clearing House funds shall be made at the offices of WinthropReid & Priest LLP, Stimson40 West 57th Street, Putnxx & XobexxxNew York, Xxe Xxxxxxx Xxxx XxxxxXxw York, at 10:00 X.X., Xxx Xxxx, Xxx Xxxx Xxxx, xx 10:00 A.M., New York time, on ________________, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Offerors and you or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Preferred Securities shall be delivered to the Representative you for the respective accounts of the Underwriters in fully registered form in such authorized denominations of $1,000 or any multiple thereof and registered in such names as the Representative may you shall reasonably request in writing at least two not later than 10:00 A.M. on the business days prior to day preceding the Closing Date, or, to the extent not so requested, registered in the names of the respective Underwriters in such authorized denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the Company The Trust agrees to make the Debentures Preferred Securities available to the Representative you for checking purposes not later than 2:30 2:00 P.M., New York timeTime, on the last business day preceding the Closing Date, Date at the New York office of The First National Bank of ChicagoNew York, or at such other place101 Barclay Street, time7th Floor East, and/or date as may be agreed upon between the Company and the RepresentativeNew York, New York. If Xx any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal liquidation preference amount of Debentures that it the Preferred Securities which such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), ) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal liquidation preference amount of Debentures that the Preferred Securities which the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative such Underwriter or Underwriters shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal liquidation preference amounts of Debentures that Preferred Securities which they had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the principal amount liquidation preference amounts of Debentures that Preferred Securities which the defaulting Underwriter shall have so failed to purchase up to a principal liquidation preference amount thereof equal to one-ninth (1/9th1/9) of the respective principal liquidation preference amounts of Debentures that the Preferred Securities which such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, either all or a part of the principal liquidation preference amount of Debentures the Preferred Securities which such defaulting Underwriter had agreed to purchase or that such portion thereof which the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative non-defaulting Underwriters within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company computation of any period of 24 hours referred to in this Section 5, there shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b)excluded a period of 24 hours in respect of each Saturday, the Company shall Sunday or legal holiday which would otherwise be deemed to have elected to terminate this Underwriting Agreementincluded in such period of time. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures Bonds and payment therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in transfer of immediately available funds, funds shall be made at the offices of WinthropReid & Priest, Stimson40 West 57th Strexx, Putnxx & XobexxxNew York, Xxe Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Nxx Xxxx, xx 10:00 A.M.00:00 X.X., New York timeXxx Xxxx Xxxx, on _____June 17, 1997, or at such other place, time, time and/or date as the Representative and the Company may agree upon in writing or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Bonds shall be delivered to the Representative Underwriters only in book-entry form through the facilities of The Depository Trust Company in New York, New York. The certificate for the respective accounts Bonds shall be in the form of one 3 typewritten global bond in fully registered form, in the aggregate principal amount of the Underwriters in registered form in such authorized denominations Bonds, and registered in such names the name of Cede & Co., as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names nominee of the respective Underwriters in such denominations as the Company shall determineThe Depository Trust Company. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Bonds available to the Representative for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, Date at such place as may be agreed upon among the New York office of The First National Bank of ChicagoRepresentative and the Company, or at such other place, time, time and/or date as may be agreed upon between among the Company Representative and the RepresentativeCompany. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that Bonds which it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) 24 hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) 24 hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this the Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this the Underwriting Agreement, it shall have the right, irrespective of such default: : (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures Bonds that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th( 1/9) of the respective principal amounts of Debentures Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) 24 hours, and, thereupon, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this the Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this the Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection paragraph (gh) of Section 7. In the computation of any period of twenty-four (24) 24 hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) 24 hours in respect of each Saturday, Sunday, Sunday or legal holiday which would otherwise be included in such period of time.. 4

Time and Place of Closing. Delivery of the Debentures Bonds; Resale by Initial Purchaser. (a) Delivery of the Bonds and payment of the purchase price therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in transfer of immediately available funds, funds shall be made at the offices of WinthropThelen Reid & Priest LLP, Stimson40 West 57th Street, Putnxx & XobexxxNex Xxxx, Xxe Xxxxxxx Xxxx XxxxxXxw York, at 10:00 X.X., Xxx Xxxx, Xxx XxxxXxxx xxxx, xx 10:00 A.M.Xxxx 0, New York time, on _____, or 0000 xx at such other place, time, and/or date time on the same or such other day as the Representative and shall be agreed upon by the Company may agree upon in writing or as may be established in accordance with the following paragraphand you. The hour and date of such delivery and payment are herein called the "Closing Date." The Debentures Bonds shall be delivered to you only in book-entry only form through the Representative facilities of The Depository Trust Company in New York, New York. The certificate for the respective accounts Bonds shall be in the form of one typewritten global bond in fully registered form, in the aggregate principal amount of the Underwriters in registered form in such authorized denominations Bonds, and registered in such names the name of Cede & Co., as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names nominee of the respective Underwriters in such denominations as the Company shall determineThe Depository Trust Company. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Bonds available to the Representative you for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, Date at such place as may be agreed upon between you and the New York office of The First National Bank of ChicagoCompany, or at such other place, time, time and/or date as may be agreed upon between the Company you and the Representative. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or. (b) With respect to procure the initial resale of the Bonds, you represent and warrant to, and agree with, the Company that: (i) you are a QIB and an "accredited investor" within the meaning of Regulation D and are purchasing the Bonds pursuant to Section 4(2) of the Securities Act; (ii) you have not offered, sold or delivered, and will not offer, sell or deliver, any Bond in the United States or to, or for the account or benefit of U.S. persons, except to persons whom you reasonably believe to be QIBs in compliance with Rule 144A or, if any such person is buying for one or more othersinstitutional accounts for which such person is acting as fiduciary or agent, who are members only when you reasonably believe that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and that has agreed to the transfer restrictions relating to the Bonds contained in the Offering Circular; (iii) neither you nor any of your affiliates nor any person acting on your or their behalf has made or will make offers or sales of the NASD Bonds by means of any form of general solicitation or general advertising (or, if not members within the meaning of Rule 502(c) of Regulation D) or in any manner involving a public offering (within the meaning of Section 4(2) of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to Securities Act); and (iv) you will comply with the NASD's Rules of Fair Practice), to all applicable laws and regulations in each jurisdiction in which you purchase, offer, sell or deliver the Bonds or distribute or cause to be distributed the Offering Circular. You acknowledge that the Company and, for purposes of the opinions to be delivered to you pursuant to Section 6 hereof, counsel to the Company and Counsel to the Initial Purchaser will rely upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part accuracy and truth of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred foregoing representations and you hereby consent to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timereliance.

Time and Place of Closing. Delivery of the Debentures Bonds and Payment Therefor; Resale by Initial Purchasers. (a) Delivery of the Bonds and payment of the purchase price therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in transfer of immediately available funds, funds shall be made at the offices of WinthropThelen Reid & Priest LLP, Stimson40 West 57th Street, Putnxx & Xobexxx, Xxe Xxxxxxx Xxxx XxxxxNew Yxxx, Xxx XxxxXxrk, at 10:00 A.X., Xxx XxxxXxxx xxxx, xx 10:00 A.M.Xxxxxxxx 0, New York time, on _____, 0000 or at such other place, time, and/or date time on the same or such other day as the Representative and shall be agreed upon by the Company may agree upon in writing or and Lehman Brothers Inc., as may be established in accordance with representative of the following paragraphIxxxxxx Purchasers. The hour and date of such delivery and payment are herein called the "Closing Date." The Debentures Bonds shall be delivered to Lehman Brothers Inc., as representative of the Representative Inixxxx Xurchasers, for the respective accounts account of the Underwriters Initial Purchasers, in book-entry only form through the facilities of DTC in New York, New York. The certificate for the Bonds shall be in the form of one typewritten global bond in fully registered form form, in such authorized denominations the aggregate principal amount of the Bonds, and registered in such names the name of Cede & Co., as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names nominee of the respective Underwriters in such denominations as the Company shall determineDTC. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Bonds available to the Representative Lehman Brothers Inc. for checking not later than 2:30 P.M.2:00 X.M., New York time, on the last business day preceding the Closing Date, Date at such place as may be agreed upon between Lehman Brothers Inc. and the New York office of The First National Bank of ChicagoCompany, or at such other place, time, otxxx xxme and/or date as may be agreed upon between the Company Lehman Brothers Inc. and the Representative. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or. (b) Xxth respect to procure the initial resale of the Bonds, each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that: (i) it is a QIB and is purchasing the Bonds pursuant to Section 4(2) of the Securities Act; (ii) it has not offered, sold or delivered, and will not offer, sell or deliver, any Bond in the United States or to, or for the account or benefit of U.S. persons, except to persons whom the Initial Purchasers reasonably believe to be QIBs in compliance with Rule 144A or, if any such person is buying for one or more othersinstitutional accounts for which such person is acting as fiduciary or agent, who are members only when it reasonably believes that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and that has agreed to the transfer restrictions relating to the Bonds contained in the Offering Memorandum; (iii) neither it nor any of its affiliates nor any person acting on its or their behalf has made or will make offers or sales of the NASD Bonds by means of any form of general solicitation or general advertising (or, if not members within the meaning of Rule 502(c) of Regulation D) or in any manner involving a public offering (within the meaning of Section 4(2) of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to Securities Act); and (iv) it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the NASD's Rules Bonds or distributes or cause to be distributed the Offering Memorandum. The Initial Purchasers acknowledge that the Company and, for purposes of Fair Practice)the opinions to be delivered to the Initial Purchasers pursuant to Section 6 hereof, counsel to purchase, the Company and Counsel to the Initial Purchasers will rely upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part accuracy and truth of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In foregoing representations and the computation of any period of twenty-four (24) hours referred Initial Purchasers hereby consent to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timereliance.

Time and Place of Closing. Delivery of the Debentures and Preferred Trust ------------------------- Securities against payment of the aggregate purchase price therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices of WinthropXxxxxx Xxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York time, on _____, or at such other place, time, and/or time and date as shall be agreed upon --------------- in writing by the Representative Company and the Company may agree upon in writing Underwriters or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Preferred Trust Securities shall be delivered to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co., for the respective accounts of specified by the Underwriters in registered form in such authorized denominations and registered in such names as not later than the Representative may reasonably request in writing at least two close of business days prior to on the business day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in Date or such denominations other time as the Company shall determine. For the purpose of expediting the checking of the Debentures may be agreed upon by the Representative, the Company Underwriters. The Trust agrees to make the Debentures Preferred Trust Securities available to the Representative Underwriters for checking purposes not later than 2:30 2:00 P.M., New York time, on the last business day preceding the Closing Date, Date at the New York office offices of The First National Bank of ChicagoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place, time, and/or date place as the Trust may be agreed upon between the Company and the Representativespecify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal liquidation preference amount of Debentures the Preferred Trust Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more othersother underwriters, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal liquidation preference amount of Debentures the Preferred Trust Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If no non-defaulting Underwriter shall give such notice, then this Agreement may be terminated by the Company, upon like notice given to the non-defaulting Underwriters, within a further period of 24 hours. If in such case the Company shall not elect to terminate this Agreement it shall have the right, irrespective of such default: (a) to require each non-defaulting Underwriter to purchase and pay for the respective liquidation preference amount of the Preferred Trust Securities that it has agreed to purchase hereunder as hereinabove provided and, in addition, the liquidation preference amount of the Preferred Trust Securities that the defaulting Underwriter shall have so failed to purchase up to a liquidation preference amount thereof equal to one-ninth (1/9) of the liquidation preference amount of Preferred Trust Securities that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more persons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are not eligible for membership in the NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, either all or a part of the liquidation preference amount of the Preferred Trust Securities that such defaulting Underwriter had agreed but failed or refused to purchase or that portion thereof, if any, that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under (a) and/or (b) above, the Company shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in In the event computation of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further any period of twenty-four (24) hours. If 24 hours referred to in this Section 5, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreementtime. Any action taken by the Company under this Section 6 5 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 5 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (gSections 6(g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeand 9 hereof.

Time and Place of Closing. Delivery of the Debentures Bonds and Payment Therefor; Resale by Initial Purchasers. (a) Delivery of the Bonds and payment of the purchase price therefor by check or checks, payable wire transfer of immediately available funds to the Company or its order, in New York, New York, or by wire transfer, in immediately available funds, Funding Corporation shall be made at the offices of WinthropThelen Reid & Priest LLP, Stimson875 Third Avenue, Putnxx & Xobexxx, Xxe Xxxxxxx Xxxx Xxxxx, Xxx New Xxxx, Xxx XxxxXork, at 10:00 A.X., Xxx Xxxx xxxx, xx 10:00 A.M.Xxx 00, New York time, on _____, 0000 or at such other place, time, and/or date time on the same or such other day as the Representative and shall be agreed upon by the Company may agree upon in writing or and Morgan Stanley & Co. Incorporated and Citigroup Xxxxxx Xxxxxxx Inc., as may be established in accordance with representatives of the following paragraphInitial Purchasers. The hour and date of such delivery and payment are herein called the "Closing Date." The Debentures Bonds shall be delivered to Morgan Stanley & Co. Incorporated and Citigroup Xxxxxx Xxxxxxx Inc., as representatives of the Representative Initial Purchasers, for the respective accounts account of the Underwriters Initial Purchasers, in book-entry only form through the facilities of The Depository Trust Company ("DTC") in New York, New York. The certificates for the Bonds shall be in the form of two typewritten global bonds (one such bond representing the Bonds resold in reliance on Rule 144A and the other bond representing the Bonds resold in reliance on Regulation S) in fully registered form form, in such authorized denominations the aggregate principal amount of the Bonds, and registered in such names the name of Cede & Co., as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names nominee of the respective Underwriters in such denominations as the Company shall determineDTC. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Bonds available to the Representative Morgan Stanley & Co. Incorporated and Citigroup Xxxxxx Xxxxxxx Inc. for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, Date at such place as may be agreed upon between Morgan Stanley & Co. Incorporated and Citigroup Xxxxxx Xxxxxxx Inc. and the New York office of The First National Bank of ChicagoCompany, or at such other place, time, time and/or date as may be agreed upon between Morgan Stanley & Co. Incorporated and Citigroup Xxxxxx Xxxxxxx Inc. and the Company. Notwithstanding the foregoing, any Bonds sold to Institutional Accredited Investors pursuant to Section 4(b)(iii) shall be issued in definitive, fully registered form and shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Memorandum, but shall be paid for in the same manner as any Bonds to be purchased by the Initial Purchasers hereunder and to be offered and sold by them in reliance on Rule 144A. (b) With respect to the initial resale of the Bonds, each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company and the Representative. If Funding Corporation that: (i) it is a QIB and is purchasing the Bonds pursuant to Section 4(2) of the Securities Act; (ii) it has not offered, sold or delivered, and will not offer, sell or deliver, any Underwriter shall fail Bond (x) in the United States or refuse to, or for the account or benefit of U.S. persons, except as set forth in clause (otherwise than z) hereof or to persons whom the Initial Purchasers reasonably believe to be QIBs in compliance with Rule 144A or, if any such person is buying for some reason sufficient one or more institutional accounts for which such person is acting as fiduciary or agent, only when it reasonably believes that each such account is a QIB to justifywhom notice has been given that such sale or delivery is being made in reliance on Rule 144A and that has agreed to the transfer restrictions relating to the Bonds contained in the Offering Memorandum, (y) except to persons whom it reasonably believes, at the time any buy order for Bonds was or is originated, were or are outside the United States and were or are not U.S. persons (and were or are not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S or (z) except to a limited number of Institutional Accredited Investors in accordance with subsection (iii); (iii) it may offer and sell the terms hereofOffered Securities in definitive, fully registered form to a limited number of institutions, each of which is reasonably believed by such Initial Purchaser to be an "accredited investor" within the cancellation meaning of Rule 501(a)(1), (2) (3) or termination (7) under the Securities Act or an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each, an "Institutional Accredited Investor"); provided that each such Institutional Accredited Investor executes and delivers to the Initial Purchasers and the Company, prior to the consummation of any sale of Bonds to such Institutional Accredited Investor, an accredited investor's letter in substantially the form attached to the Offering Memorandum as Annex A; (iv) neither it nor any of its obligations hereunderaffiliates nor any person acting on its or their behalf (x) to purchase and pay for has made or will make offers or sales of the principal amount Bonds by means of Debentures that it any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) or in any manner involving a public offering (within the meaning of Section 4(2) of the Securities Act) or (y) has agreed to purchase and pay for hereunder, the Company shall immediately give notice engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four Bonds; (24v) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to it will comply with the NASD's Rules offering restrictions required by Regulation S and will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Bonds or distributes or cause to be distributed the Offering Memorandum; and (vi) (x) it and each of Fair Practiceits affiliates have not offered or sold and, prior to the date that is six months after the Closing Date, will not offer or sell any Bonds to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended), ; (y) it and satisfactory each of its affiliates have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Bonds in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (z) it and each of its affiliates have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, to purchase, upon from or otherwise involving the terms herein set forth, the principal amount of Debentures United Kingdom. The Initial Purchasers acknowledge that the defaulting Underwriter had agreed Company and the Funding Corporation and, for purposes of the opinions to purchase. If any non-defaulting Underwriter or Underwriters shall determine be delivered to exercise such rightthe Initial Purchasers pursuant to Section 6 hereof, the Representative shall give written notice counsel to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice Counsel to the Company that no other Underwriter or Underwriters, or others, Initial Purchasers will exercise such right, then this Underwriting Agreement may be terminated by rely upon the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase accuracy and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) truth of the respective principal amounts of Debentures that foregoing representations and the Initial Purchasers hereby consent to such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timereliance.

Time and Place of Closing. Delivery of the Debentures Securities against ------------------------- payment of the aggregate purchase price, plus accumulated dividends or accrued interest, as the case may be, thereon, if any, from the [date of original issuance] to the date of payment for and payment delivery of the Securities, therefor by check wire transfer in federal funds by the Underwriters or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in immediately available funds, on their behalf shall be made at the offices of WinthropXxxxxx Xxxx & Priest LLP, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx 00 Xxxx Xxxxx00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at 10:00 A.M., New York time, on _____, or at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing by the Company and the Underwriters or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." ". The Debentures Securities shall be delivered to The Depository Trust Company or to The Bank of New York, as custodian for The Depository Trust Company, in fully registered global form registered in the Representative name of Cede & Co., for the respective accounts of specified by the Underwriters in registered form in such authorized denominations and registered in such names as not later than the Representative may reasonably request in writing at least two close of business days prior to on the business day preceding the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in Date or such denominations other time as the Company shall determine. For the purpose of expediting the checking of the Debentures may be agreed upon by the Representative, the Underwriters. The Company agrees to make the Debentures Securities available to the Representative Underwriters for checking purposes not later than 2:30 2:00 P.M., New York time, on the last business day preceding the Closing Date, Date at the New York office offices of The First National Bank of ChicagoXxxxxx Xxxx & Priest LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place, time, and/or date place as may be agreed upon between the Company and the Representativemay specify. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount [9number] [10principal amount] of Debentures the Securities that it such Underwriter has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more othersother underwriters, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair Practice), Conduct Rules) and are satisfactory to the Company, to purchase, upon the terms herein set forth, [1 number] [2 principal amount] of the principal amount of Debentures Securities that the defaulting Underwriter had agreed but failed or refused to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such the determination in that regard within twenty-four (24) 24 hours after it shall have received receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative no non-defaulting Underwriter shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representativenon-defaulting Underwriters, within a further period of twenty-four (24) 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such each non-defaulting Underwriters Underwriter to purchase and pay for the respective principal amounts number or amount of Debentures the Securities that they it had severally agreed to purchase hereunder, hereunder as hereinabove provided, provided and, in addition, the [1 number] [2 principal amount amount] of Debentures the Securities that the defaulting Underwriter shall have so failed to purchase up to a principal number or amount thereof equal to one-ninth (1/9th1/9) of the respective principal amounts number or amount of Debentures Securities that such non-defaulting Underwriters have Underwriter has otherwise agreed to purchase hereunder, and/or (b) to procure one or more otherspersons, reasonably acceptable to the Representatives, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under eligible for membership in the Exchange Act NASD and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Rules of Fair PracticeConduct Rules), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the either all or a part of the Company or any non-defaulting Underwriter, except as otherwise provided [3 number] [4 amount] of the Securities that such ------------------------ 1 For use in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of timeconnection with Preferred Stock and Depositary Shares.

Time and Place of Closing. Delivery of the Debentures and Securities against payment therefor by check or checks, payable to the Company or its order, wire transfer in New York, New York, or by wire transfer, in immediately available funds, federal funds shall be made at the offices of WinthropBaltimore Gas and Electric Company, Stimson39 West Lexington Street, Putnxx & XobexxxBaltimore, Xxe Xxxxxxx Xxxx XxxxxMaryland, at 9:00 A.M., Xxx Xxxx, Xxx Xxxx Xxxx Xxxx, xx 10:00 A.M.Xxxxxxxx 00, New York time, on _____, or 0000 xr at such other place, time, and/or time and date as the Representative and the Company may agree shall be agreed upon in writing or as may be established in accordance with by the following paragraphCompany and the Initial Purchasers. The hour and date of such delivery and payment are herein called the "Closing Date.". The Securities sold to QIBs in reliance on Rule 144A will be issued in the form of one or more global notes in fully registered form (the "144A Global Notes"). The Securities sold to non-U.S. persons in offshore transactions in reliance on Regulation S will be issued in the form of one or more global notes in fully registered form (the "Regulation S Global Notes," and together with the 144A Global Notes are referred to herein as the "Global Notes"). The Debentures Global Notes shall be delivered on the Closing Date, or on such other date and time as agreed by the Initial Purchasers, the Company, The Depository Trust Company ("DTC") or The Bank of New York, to the Representative DTC or The Bank of New York, as custodian for the respective accounts of the Underwriters DTC, in fully registered form in such authorized the name of CEDE & Co. for the account of the Initial Purchasers or as directed by the Initial Purchasers not later than the close of business on the second business day prior to the Closing Date. Certificates representing the Securities sold to Institutional Accredited Investors shall be delivered on the Closing Date to the Initial Purchasers, or as directed by the Initial Purchasers, in fully registered form in denominations of $100,000 and in integral multiples of $1,000 in excess thereof and registered in such names as the Representative may Initial Purchasers shall reasonably request in writing at least two not later than the close of business days on the second business day prior to the Closing Date, or, to the extent not so requested, registered in the names of the respective Underwriters Initial Purchasers in such denominations authorized denomination as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the The Company agrees to make the Debentures Securities available to the Representative Initial Purchasers for checking purposes not later than 2:30 P.M.10:00 A.M., New York timeTime, on the last business day preceding the Closing Date, Date at the offices of The Bank of New York, 5 Penn Plaza - 13th Floor, New York office of The First National Bank of Chicago, or at such other place, time, and/or date as may be agreed upon between the Company and the Representative. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twentyNY 10001-four (24) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of time1810.

Time and Place of Closing. Delivery of the Debentures and payment therefor by check or checks, payable to the Company or its order, in New York, New York, or by wire transfer, in immediately available funds, shall be made at the offices of Winthrop, Stimson, Putnxx Putnam & XobexxxRoberts, Xxe Xxxxxxx Xxxx XxxxxOne Battery Park Plaza, New York, New York, at 10:00 X.X., Xxx Xxxx, Xxx XxxxXxxk xxxx, xx 10:00 A.M., New York time, on _____, or at such other placexx xx xxxx xxxxx xxxxx, timexxme, and/or date as the Representative and the Company may agree upon in writing or as may be established in accordance with the following paragraph. The hour and date of such delivery and payment are herein called the "Closing Date." The Debentures shall be delivered to the Representative for the respective accounts of the Underwriters in registered form in such authorized denominations and registered in such names as the Representative may reasonably request in writing at least two business days prior to the Closing Date, or, to the extent not so requested, in the names of the respective Underwriters in such denominations as the Company shall determine. For the purpose of expediting the checking of the Debentures by the Representative, the Company agrees to make the Debentures available to the Representative for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date, at the New York office of The First National Bank of Chicago, or at such other place, time, and/or date as may be agreed upon between the Company and the Representative. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Debentures that it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within twenty-four (24) hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, who are members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Debentures that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within twenty-four (24) hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such twenty-four (24) hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of twenty-four (24) hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9th) of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers, or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of twenty-four (24) hours, and, thereupon, the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in subsection (g) of Section 7. In the computation of any period of twenty-four (24) hours referred to in this Section 6, there shall be excluded a period of twenty-four (24) hours in respect of each Saturday, Sunday, or legal holiday which would otherwise be included in such period of time.