Cullen/Frost Bankers, Inc. [ ]% Fixed-to-Floating Rate Subordinated Notes due 2017 Underwriting AgreementUnderwriting Agreement • February 12th, 2007 • Cullen Frost Bankers Inc • National commercial banks
Cullen/Frost Bankers, Inc., a Texas corporation, (the “Company”), proposes to issue and sell $100,000,000 aggregate principal amount of its [ ]% Fixed-to-Floating Rate Subordinated Notes due 2017 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Lehman Brothers Inc. is acting as representative (the “Representative”). The Notes will (i) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to an Indenture dated as of February [ ], 2007 (the “Indenture”) between the Company and The Bank of New York, as Trustee (the “Trustee”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.
