UNDERWRITING AGREEMENT

Exhibit 1.1

BNSF Funding Trust I

6.613% Fixed/Floating Rate Trust Preferred Securities

(liquidation preference $1,000 per trust preferred security)

guaranteed to the extent set forth in the Guarantee by

BURLINGTON NORTHERN SANTA FE CORPORATION

Underwriting Agreement

December 12, 2005

Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, New York 10080

Goldman, Sachs & Co

85 Broad Street

New York, New York 10004

As representatives of the several Underwriters

named in Schedule I hereto,

Ladies and Gentlemen:

BNSF Funding Trust I, a statutory trust formed under the laws of the State of Delaware (the “Trust”) and Burlington Northern Santa Fe Corporation, a corporation organized under the laws of the State of Delaware (the “Guarantor”), as depositor of the Trust and as Guarantor, propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of 500,000 shares of the 6.613% Fixed/Floating Rate Trust Preferred Securities, (liquidation preference $1,000 per trust preferred security) of the Trust (the “Trust Preferred Securities”) each representing undivided beneficial interest in the assets of the Trust, guaranteed by the Guarantor to the extent set forth in the guarantee agreement, to be dated the Closing Date, between the Guarantor and U.S. Bank Trust National Association (U.S. Bank”), as the Guarantee Trustee, substantially in the form of Exhibit A (the “Guarantee Agreement” and the Guarantee of the Trust Preferred Securities therein provided, the “Guarantee”).

The gross proceeds of (i) the sale of the Trust Preferred Securities to the Underwriters and (ii) the sale of trust common securities of the Trust (the “Trust Common Securities” and together with the Trust Preferred Securities, the “Trust Securities”) to the Guarantor are to be invested in 6.613% Fixed Rate/Floating Rate Junior Subordinated Notes due 2055 of the Guarantor (the “Notes”), to be issued pursuant to an indenture (the “Base Indenture”), dated as of December 8, 2005, between the Guarantor and U.S. Bank, as trustee (the “Indenture Trustee”), as supplemented by the First Supplemental Indenture, to be dated as of the Closing Date, between the Guarantor and the Indenture Trustee (the Base Indenture as so supplemented, the “Indenture”). The Trust Securities will be issued pursuant to and governed by the Amended and Restated Declaration of Trust, to be dated as of the Closing Date (the “Declaration of Trust”), among the Guarantor, as depositor of the Trust, U.S. Bank, as Delaware Trustee (the “Delaware Trustee”) and U.S. Bank, as Property Trustee (the “Property Trustee”) and the Administrative Trustees named therein.

1. Each of the Guarantor and the Trust jointly and severally represents and warrants to, and agrees with, each of the Underwriters that:

(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-130214) in respect of the Trust Preferred Securities, debt securities of the Guarantor and the Guarantee has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Trust or the Guarantor (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Trust Preferred Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Trust Preferred Securities that is filed with the Commission

and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Trust Preferred Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Trust Preferred Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Guarantor filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to the Trust Preferred Securities is hereinafter called an “Issuer Free Writing Prospectus”);

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Trust or the Guarantor by an Underwriter through the Representatives expressly for use therein;

(c) For the purposes of this Agreement, the “Applicable Time” is 2:59:00m (Eastern time) on the date of this Agreement; the Pricing Prospectus as supplemented by those Issuer Free Writing Prospectuses and other documents listed in Schedule II(a) hereto and by the final term sheet prepared and filed pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(b) or Schedule II(b) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(d) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,

however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Trust or the Guarantor by an Underwriter through the Representatives expressly for use therein; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(b) hereto and except for such other documents as were delivered to you prior to the Applicable Time;

(e) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Trust or the Guarantor by an Underwriter through the Representatives expressly for use therein;

(f) Neither the Guarantor nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which is material to the Guarantor and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any change in the capital stock (other than increases in the stock of the Guarantor as the result of the issuance of shares pursuant to any of the Guarantor’s stock option plans) or any material change in the long-term debt of the Guarantor and its subsidiaries or any material adverse change, or any development that the Guarantor has a reasonable cause to believe involves a prospective material adverse change, in the business, financial position, shareholders’

equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus;

(g) The Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its property requires such qualification, except where failure to qualify would not in the aggregate have a material adverse effect upon the Guarantor and its subsidiaries taken as a whole; and each subsidiary of the Guarantor listed on Schedule III (hereinafter referred to as a “Significant Subsidiary”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation;

(h) The Trust has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Pricing Prospectus and the Trust has conducted and will conduct no business other than the transactions contemplated by this Agreement and the Declaration of Trust and described in the Pricing Prospectus; except for its Certificate of Trust (the “Certificate of Trust”), dated as of December 8, 2005 and the original Declaration of Trust, dated as of December 8, 2005, the Trust is not a party to, or otherwise bound by, any agreement and at the Closing Date will not be a party to, or otherwise bound by, any agreement other than this Agreement, the Certificate of Trust, the Declaration of Trust and the agreements and instruments contemplated by the Declaration of Trust and described in the Pricing Prospectus; the Trust is not a party to or subject to any action, suit or proceeding of any nature; and the Trust is and will, under current law, be classified for United States Federal Income Tax purposes as a grantor trust and not as an association taxable as a corporation;

(i) The Guarantor has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description of the Stock

contained in the Pricing Disclosure Package and Prospectus; and all of the issued shares of capital stock of the Significant Subsidiary of the Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable and except as otherwise set forth in the Pricing Prospectus are owned directly or indirectly by the Guarantor, free and clear of all liens, encumbrances, equities or claims;

(j) The Trust Preferred Securities have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable beneficial interests in the Trust entitled to the benefits provided by the Declaration of Trust, which will be substantially in the form filed as an exhibit to the Registration Statement; and the Trust Preferred Securities conform to the description of the Trust Preferred Securities contained in the Prospectus; and the holders of the Trust Preferred Securities (the “Trust Preferred Securityholders”) will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware;

(k) The Trust Common Securities have been duly and validly authorized on behalf of the Trust and when issued and delivered by the Trust to the Guarantor against payment therefor as set forth in the Prospectus, will be duly and validly issued and fully paid and non-assessable beneficial interests in the Trust and will conform to the description thereof contained in, and entitled to the benefits provided by, the Declaration of Trust; the issuance of the Trust Common Securities is not subject to preemptive or other similar rights; the Trust Common Securities conform to the description thereof contained in the Registration Statement; and at the Time of Delivery, all of the issued and outstanding Trust Common Securities will be directly owned by the Guarantor free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity;

(l) The Guarantee Agreement, the Declaration of Trust, the Notes, the Indenture, the Expenses Agreement, to be entered into between the Guarantor and the Trust on the Closing Date, the form of which is attached as an exhibit to the Declaration of Trust, (the “Expenses Agreement”, and the Replacement Capital Covenant, to be covenanted by the Guarantor on the Closing Date, (the “Replacement Capital Covenant”, and together with the Guarantee Agreement, the Declaration of Trust, the Notes, the Indenture and the Expenses Agreement, the “Guarantor

Agreements”), have each been duly authorized and when validly executed and delivered by the Guarantor and, in the case of the Guarantee Agreement, by the Guarantee Trustee, in the case of the Declaration of Trust, by the Trustees (as defined in the Declaration of Trust), in the case of the Indenture, by the Indenture Trustee, and in the case of the Expenses Agreement, the Trust, and in the case of the Notes, when validly issued by the Guarantor and validly authenticated and delivered by the Indenture Trustee, will constitute valid and legally binding obligations of the Guarantor, enforceable in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and to general equitable principles; the Declaration of Trust, the Indenture and the Guarantee Agreement have been duly qualified under the Trust Indenture Act; the Notes are entitled to the benefits of the Indenture; the Guarantee Agreement, the Declaration of Trust, the Notes, the Indenture and the Expenses Agreement, which will be in substantially the form filed as an exhibit to the Registration Statement will conform to the descriptions thereof in the Prospectus; and The Replacement Capital Covenant will conform to the descriptions thereof in the Prospectus.

(m) The issue and sale of the Trust Securities and the compliance by the Trust with all of the provisions of the Trust Securities, Declaration of Trust and this Agreement, the purchase of the Notes by the Trust, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Trust is a party or by which the Trust is bound or to which any of the property or assets of the Trust is subject, nor will such action result in any violation of the provisions of the Declaration of Trust or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust, or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Trust Preferred Securities, the purchase of the Notes by the Trust or the consummation by the Trust of the transactions contemplated by this Agreement or the Declaration of Trust except such as have been obtained under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Trust Preferred Securities by the Underwriters;

(n) The issuance by the Guarantor of the Guarantee Agreement, the compliance by the Guarantor with all of the provisions of this Underwriting Agreement, the execution, delivery and performance by the Guarantor of the Guarantor Agreements, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Guarantor or any of its subsidiaries is a party or by which the Guarantor or any of its subsidiaries is bound or to which any of the property or assets of the Guarantor or any of its subsidiaries is subject except for such conflicts, breaches, violations or defaults that will not individually or in the aggregate have a material adverse effect on the business, financial position, shareholders’ equity or results of operations of the Guarantor and its subsidiaries taken as a whole, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Guarantor or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Guarantor or any of its subsidiaries or any of their properties except for such violations (other than with respect to the Guarantor’s Certificate of Incorporation or By-laws) that will not individually or in the aggregate have a material adverse effect on the business, financial position, shareholders’ equity or results of operations of the Guarantor and its subsidiaries taken as a whole; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Trust Preferred Securities or the consummation by the Guarantor of the transactions contemplated by this Underwriting Agreement or the Indenture, except such as have been, or will have been prior to the Time of Delivery, obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Trust Preferred Securities by the Underwriters;

(o) The Trust is not in violation of its Certificate of Trust or Declaration of Trust or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(p) The statements set forth in the Pricing Prospectus and Prospectus under the captions “Description of the Trust Preferred Securities”, “Description of the Junior Subordinated Notes”, “Description of the Guarantee”, “Relationship Among the Trust Preferred Securities, the Junior Subordinated Notes and the Guarantee”, “Description of the Replacement Capital Covenant”, “Certain United States Federal Income Tax Considerations”, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;

(q) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Guarantor or any of its subsidiaries is a party or of which any property of the Guarantor or any of its subsidiaries is the subject which the Guarantor has reasonable cause to believe will individually or in the aggregate have a material adverse effect on the financial position, shareholders’ equity or results of operations of the Guarantor and its subsidiaries taken as a whole; and, to the best of the Guarantor’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; and

(r) The Trust is not, and after giving effect to the offering and sale of the Trust Securities and the application of the proceeds thereof, will not be an “investment company”, or an entity “controlled” by an investment company as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(s) (A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Guarantor or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Trust Preferred Securities in reliance on the exemption of Rule 163 under the Securities Act, the Guarantor was a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act; and (B) at the earliest time after the filing of the Registration Statement that the Guarantor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Trust Preferred Securities, the Guarantor was not an “ineligible issuer” as defined in Rule 405 under the Securities Act;

(t) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Guarantor and its subsidiaries, and have attested to the Guarantor’s internal control over financial reporting and management’s assessment thereof are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder.

(u) The Guarantor maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Guarantor’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Guarantor’s internal control over financial reporting is effective and the Guarantor is not aware of any material weaknesses in its internal control over financial reporting; and

(v) The Guarantor maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Guarantor and its subsidiaries is made known to the Guarantor’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

Any certificate signed by any officer of the Guarantor or Administrative Trustee of the Trust and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Trust Preferred securities shall be deemed a representation and warranty by the Guarantor or the Trust, as applicable, as to matters covered thereby, to each Underwriter.

2. Subject to the terms and conditions herein set forth, the Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, at a purchase price per trust preferred security of $1,000, the number of Trust Preferred Securities set forth opposite the name of such Underwriter in Schedule I hereto (and the terms of which are further described in the term sheet specified in Schedule II(a)).

The Trust shall apply 100% of the gross proceeds to it from the sale of the Trust Preferred Securities to the Initial Purchase pursuant to this Section 2 (together with 100% of the proceeds to it from the sale of the Trust Common Securities to the Guarantor) to the purchase of the Notes. In light of the foregoing, the Guarantor agrees to pay to each of the Initial Purchasers a commission of $15 per Trust Preferred Security ($7,500,000 in the aggregate), payable by wire transfer of same-day funds to the account specified by Representative on behalf of the Underwriters, no later than the Time of Delivery.

3. Upon the execution of this Underwriting Agreement and authorization by you of the release of the Trust Preferred Securities, the several Underwriters propose to offer the Trust Preferred Securities for sale upon the terms and conditions set forth in the Prospectus.

4. (a) The Trust Preferred Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Trust with The Depository Trust Company (“DTC”) or its designated custodian. The Guarantor will deliver the Trust Preferred Securities to Representative, for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Trust to Representative at least forty-eight hours in advance, by causing DTC to credit the Trust Preferred Securities to the account of Representative at DTC. The Guarantor will cause the certificates representing the Trust Preferred Securities to be made available to Representative for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on December 15, 2005 or such other time and date as the Representatives and the Trust may agree upon in writing. Such time and date are herein called the “Time of Delivery.” The date on which the Time of Delivery occurs is herein called the “Closing Date.”

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Trust Preferred Securities and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 (the “Closing Location”), and the Trust Preferred Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be

held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

5. The Trust and the Guarantor jointly and severally agree with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the Time of Delivery for such Securities without giving you advance notice thereof and an opportunity to comment thereon; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to prepare a final term sheet, containing solely a description of the Securities, in a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all material required to be filed by the Trust or the Guarantor with the Commission pursuant to Rule 433(d) under the Securities Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Trust or the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required in connection with the offering or sale of the Trust Preferred Securities, and during such same period; to advise you, promptly after either the Trust or the Guarantor receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Trust Preferred Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, of the suspension of the qualification of the Trust Preferred Securities or the Notes issuable upon exchange of the Trust Preferred Securities for offering or

sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use their best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at the Guarantor’s expense, as may be necessary to permit offers and sales of the Trust Preferred Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement);

(b) If required by Rule 430B(h) under the Securities Act, to prepare a form of prospectus in a form approved by you and to file such form of prospectus pursuant to Rule 424(b) under the Securities Act not later than may be required by Rule 424(b) under the Securities Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice thereof;

(c) If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Trust Preferred Securities remain unsold by the Underwriters, the Guarantor will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Trust Preferred Securities, in a form satisfactory to you. If at the Renewal Deadline the Guarantor is no longer eligible to file an automatic shelf registration statement, the Guarantor will, if it has not already done so, file a new shelf registration statement relating to the Trust Preferred Securities, in a form satisfactory to you and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Trust and the Guarantor will take all other action necessary or appropriate to permit the public offering and sale of the Trust Preferred Securities to continue as contemplated in the expired registration statement relating to the Trust Preferred Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be;

(d) Promptly from time to time to take such action as you may reasonably request to qualify the Trust Preferred Securities or the Notes issuable upon exchange of the Trust Preferred Securities for offering and sale under the securities laws of such jurisdictions in the United States, if such qualification is

necessary, as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Trust Preferred Securities, provided that in connection therewith neither the Trust nor the Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(e) To furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may from time to time reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Trust Preferred Securities or the Notes issuable upon exchange of the Trust Preferred Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) in connection with sales of any of the Trust Preferred Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act;

(f) With respect to the Guarantor, to make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Guarantor and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of the Guarantor, Rule 158);

(g) During the period beginning from the date hereof and continuing to the date 60 days after the Time of Delivery, not to, directly or indirectly, offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, of any trust preferred securities and none of the Guarantor or any of its subsidiaries shall guarantee such trust preferred securities, in each case, without your prior written consent.

(h) With respect to the Guarantor, to issue the Guarantee Agreement concurrently with the issue and sale of the Trust Preferred Securities as contemplated herein.

(i) With respect to the Guarantor, to pay the required Commission filing fees relating to the Trust Preferred Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act;

(j) To use the net proceeds received by the Trust from the sale of the Trust Preferred Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”; and

(k) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Guarantor’s trademarks, servicemarks and corporate logo solely for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Trust Preferred Securities (the “License”); provided, however , that the License shall be used solely for the p