Underwriting Agreement

Exhibit 1.1

Fixed to Floating Rate Capital Securities

BB&T Capital Trust IV

Guaranteed to the extent set forth in
the Guarantee Agreement by

BB&T Corporation

Underwriting Agreement

June 5, 2007

To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto

Ladies and Gentlemen:

      BB&T Capital Trust IV (the “ Trust ”), a statutory trust created under the Statutory Trust Act (the “ Delaware Act ”) of the State of Delaware (Chapter 38, Part V, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq.), and BB&T Corporation, a North Carolina corporation (the “ Company ” and, together with the Trust, the “ Offerors ”), confirm their agreement (the “ Agreement ”) with the Representatives (as defined below) named in Schedule I hereto and each of the other Underwriters named in Schedule II hereto (collectively, including the Representatives, the “ Underwriters ”), with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of the respective number set forth opposite their names in Schedule II of the Fixed to Floating Rate Capital Securities (liquidation amount of $1,000 per security and $600,000,000 aggregate) of the Trust (the “ Capital Securities ”). The terms of the Capital Securities are specified in the final term sheet attached as Schedule III hereto. The Capital Securities will be fully and unconditionally guaranteed by the Company (the “ Capital Securities Guarantee ”), to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Guarantee Agreement (the “ Guarantee Agreement ”), to be dated on or prior to the Closing Date (as defined in Section 3 herein), between the Company and U.S. Bank National Association, a national banking association (“ U.S. Bank ”), as Trustee (the “ Guarantee Trustee ”). The Capital Securities issued in book-entry form will be issued to Cede & Co., as nominee of The Depository Trust Company (“ DTC ”), pursuant to a letter of representations, to be dated on or prior to the Closing Date (the “ DTC Agreement ”), among the Trust and DTC.

      The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “ Common Securities ”), and will be used by the Trust to purchase

$600,010,000 of Floating Rate Junior Subordinated Debentures, with a scheduled maturity of June 12, 2057 and a final repayment date of June 12, 2077 (the “ Junior Subordinated Debentures ”), issued by the Company. The Capital Securities and the Common Securities will be issued pursuant to the Trust Agreement, dated as of May 30, 2007, as amended and restated by the Amended and Restated Trust Agreement of the Trust, to be entered into on or prior to the Closing Date in substantially the form previously provided to you (the “ Trust Agreement ”), among the Company, as Depositor, M. Patricia Oliver and Christopher L. Henson, as administrative trustees (the “ Administrative Trustees ”), U.S. Bank, as property trustee (the “ Property Trustee ”), and Wilmington Trust Company, as Delaware trustee (the “ Delaware Trustee ” and, together with the Property Trustee, the Administrative Trustees, and the Indenture Trustee, as defined below, the “ Trustees ”). The Junior Subordinated Debentures will be issued pursuant to a Junior Subordinated Indenture dated as of August 18, 2005, to be supplemented by a Fourth Supplemental Indenture to be dated on or prior to the Closing Date (collectively, the “ Indenture ”), between the Company and U.S. Bank, as trustee (the “ Indenture Trustee ”).

      The Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Debentures may be collectively referred to herein as the “ Securities .” The Indenture, the Trust Agreement and the Guarantee Agreement, the DTC Agreement and this Agreement may be referred to herein collectively as the “ Operative Documents .” The term “ Underwriters ” as used herein shall be deemed to mean the several persons, firms or corporations (including the Representatives hereinafter mentioned) named in Schedule II hereto, and the term “ Representatives ” as used herein shall be deemed to mean the Representatives named in Schedule I hereto. If there shall be only one person, firm or corporation named in Schedule I hereto, the term “ Representatives ” as used herein shall mean that person, firm or corporation. All obligations of the Underwriters hereunder are several and not joint. Unless otherwise stated, any action under or in respect of this Agreement taken by the Representatives will be binding upon all the Underwriters.

      The Offerors understand that the Underwriters propose to make a public offering of the Capital Securities (as guaranteed by the Capital Securities Guarantee) on the terms and in the manner set forth herein and agree that the Underwriters may resell, subject to the conditions set forth herein, all or a portion of the Capital Securities.

      The Offerors have jointly filed with the Commission an “automatic shelf registration statement” as defined under Rule 405 on Form S-3 under the Securities Act of 1933, as amended (the “ Securities Act ”) (File No. 333-134261) in respect of the Securities not earlier than three years prior to the date hereof; pursuant to the Securities Act, such registration statement, and any post-effective amendment thereto, became effective on filing (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 “ Base Prospectus ”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities

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filed with the Commission pursuant to Rule 424(b) is hereinafter called a “ Preliminary Prospectus ”; the various parts of such registration statement, including all exhibits thereto but excluding any Trustee’s Statement of Eligibility on Form T-1 (each a “ Form T-1 ”), and including any prospectus supplement relating to the 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 Base Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(A)(c) hereof), and the Preliminary Prospectus most recently filed prior to the Applicable Time are, collectively, hereinafter called the “ Pricing Prospectus ”; the form of the final prospectus relating to the Capital Securities filed with the Commission pursuant to Rule 424(b) in accordance with Section 5(A)(a) is hereinafter called the “ Prospectus ”; any reference herein to the Base 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 Base Prospectus, the Pricing 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 Capital Securities filed with the Commission pursuant to Rule 424(b) 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 Base 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 Company 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 relating to the Capital Securities is hereinafter called an “ Issuer Free Writing Prospectus ”).

      For purposes of this Agreement, all references to the Registration Statement, Base Prospectus, Preliminary Prospectus, Pricing Prospectus or Issuer Free Writing Prospectus, or to any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR.

      All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, Base Prospectus, Preliminary Prospectus, Pricing Prospectus or Issuer Free Writing Prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference into the Registration Statement, Base Prospectus, Preliminary Prospectus, Pricing Prospectus or Issuer Free Writing Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, Base Prospectus, Preliminary Prospectus or Pricing Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is

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incorporated by reference into the Registration Statement, Base Prospectus, Preliminary Prospectus or Pricing Prospectus, as the case may be. Certain terms used in this Agreement are defined in Section 18 hereof.

      1. Representations and Warranties . (A) The Offerors jointly and severally represent and warrant to, and agree with, each Underwriter, as of the date hereof and as of the Closing Date (in each case, a “ Representation Date ”) as set forth below in this Section 1 (except that the representation, warranty and agreement in paragraph (d) of the Section 1(A) is given only by the Company and not by the Trust).

      (a) No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, 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 the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company or the Trust.

      (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 under the Securities Act (the “Securities Act Regulations” ) and the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”) and the rules and regulations of the Commission under the Trust Indenture Act (the “ Trust Indenture Act Regulations ”), 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 Company by an Underwriter expressly for use therein.

      (c) For the purposes of this Agreement, the “ Applicable Time ” is 5:00 P.M. (New York City time) on the date of this Agreement. The Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(A)(b), 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 I(b) 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

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with information furnished in writing to the Company by an Underwriter expressly for use therein.

      (d) The documents incorporated by reference in the Pricing Prospectus and the Prospectus through the date of completion of the distribution of the Securities, 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 and the Securities Act Regulations or the Exchange Act and the rules and regulations of the Commission under the Exchange Act (the “ Exchange Act Regulations ”), as applicable, 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; 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 and the Securities Act Regulations or the Exchange Act and the Exchange Act Regulations, as applicable, 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 therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter 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 Applicable Time, except as set forth on Schedule I(d).

      (e) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the Securities Act Regulations and the Trust Indenture Act and the Trust Indenture Act Regulations, and (i) the Registration Statement does not, and any further amendments or supplements to the Registration Statement will not, as of the applicable effective date as to each part of the Registration Statement 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 and (ii) the Prospectus and any amendment or supplement thereto will not, as of the applicable filing date, 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 therein in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein.

      (f) This Agreement has been duly authorized, executed and delivered by the Trust.

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      (g) The Trust has been duly created and is validly existing in good standing as a statutory trust under the laws of the State of Delaware and at the Closing Date will have the power and authority to own its property and conduct its business as described in the Registration Statement, the Pricing Prospectus and the Prospectus and to execute and deliver and perform its obligations under this Agreement and to perform its obligations under the Trust Agreement.

      (h) The Trust has conducted and will conduct no business other than the transactions contemplated by this Agreement and the Trust Agreement and described in the Pricing Prospectus and the Prospectus; the Trust is not, and at the Closing Date will not be, a party to or bound by any agreement or instrument other than this Agreement and the Trust Agreement; and the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Trust Agreement, and described in the Pricing Prospectus and the Prospectus.

      (i) At the Closing Date, the Common Securities will have been duly authorized and will have been duly and validly issued and will be fully paid and non-assessable beneficial interests in the Trust entitled to the benefits of the Trust Agreement and will conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus; at the Closing Date, all of the issued and outstanding Common Securities will be directly owned by the Company, free and clear of all liens, encumbrances, equities or claims; and the Common Securities and the Capital Securities are the only beneficial interests in the Trust authorized to be issued by the Trust.

      (j) At the Closing Date, the Capital Securities will have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement, will have been duly and validly issued and will be fully paid and non-assessable beneficial interests in the Trust entitled to the benefits of the Trust Agreement, and the Capital Securities will conform in all material respects to the description thereof in the Pricing Disclosure Package and the Prospectus. Subject to the terms of the Trust Agreement, the holders of the Capital Securities, as beneficial owners of Capital Securities of the Trust, 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 except that the holders of the Capital Securities may be obligated to provide (a) indemnity or security in connection with, and pay taxes or governmental charges arising from, transfers or exchanges of Capital Securities certificates and the issuance of replacement Capital Securities certificates, and (b) security and indemnity in connection with requests of or directions to the Property Trustee to exercise its rights and powers under the Trust Agreement.

      (k) At the Closing Date, the Trust will have all power and authority necessary to execute and deliver this Agreement, the Capital Securities and the Common Securities and to perform its obligations hereunder and thereunder; the issuance by the Trust of the Capital Securities and the Common Securities, the purchase by the Trust of

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the Junior Subordinated Debentures, and, the execution and delivery by the Trust of this Agreement and the performance by it of its obligations thereunder will not result in any violation of or conflict with this Agreement or the Certificate of Trust of the Trust, or any provision of applicable law; and no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the issue and sale of the Capital Securities and the Common Securities by the Trust in accordance with the terms of the Trust Agreement, the purchase by the Trust of the Junior Subordinated Debentures or the consummation by the Trust of the transactions contemplated by the Trust Agreement and this Agreement, except such as have been made or obtained or will be made or obtained prior to the Closing Date and except such as may be required under applicable state securities or “blue sky” laws.

      (l) The Trust is not and, after giving effect to the offering and sale of the Capital Securities 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.

      (B) The Company (on behalf of itself and each of its subsidiaries) represents and warrants to, and agrees with, each Underwriter that:

      (a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of North Carolina, is duly registered as a bank holding company and is qualified as a financial holding company under the Bank Holding Company Act of 1956, as amended, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Pricing Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise.

      (b) The Principal Banking Subsidiary has been duly incorporated and is validly existing as a state-chartered commercial bank in good standing under the laws of the state of its incorporation and has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Pricing Prospectus; all of the issued and outstanding capital stock of such Principal Banking Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable; and 100% of the capital stock of such Principal Banking Subsidiary is owned by the Company, directly or through subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity.

      (c) The authorized capitalization of the Company is as set forth in the Pricing Prospectus, and the shares of issued and outstanding capital stock of the Company set forth thereunder have been duly authorized and validly issued and are fully

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paid and non-assessable and conform to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus.

      (d) Each of the Administrative Trustees is an employee of or affiliated with the Company and, at the Closing Date, the Trust Agreement will have been duly executed and delivered by each Administrative Trustee and will constitute a valid and legally binding instrument of each Administrative Trustee, enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, arrangement, liquidation, conservatorship, readjustment of debt, fraudulent transfer and other similar laws affecting the rights of creditors generally, and (ii) the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, acceleration, specific performance or injunctive relief, and the effect of general principles of equity embodied in North Carolina, Delaware and New York statutes and common law.

      (e) Each of the Guarantee Agreement and the Trust Agreement, has been duly authorized by the Company and, when executed and delivered at the Closing Date, will constitute a valid and legally binding instrument of the Company, enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, arrangement, liquidation, conservatorship, readjustment of debt, fraudulent transfer and other similar laws affecting the rights of creditors generally, and (ii) the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, acceleration, specific performance or injunctive relief, and the effect of general principles of equity embodied in North Carolina, Delaware and New York statutes and common law; and the Guarantee Agreement and the Trust Agreement will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Prospectus.

      (f) The Junior Subordinated Debentures have been duly authorized, and, when issued, delivered and paid for at the Closing Date as contemplated by the Pricing Prospectus, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and, at the Closing Date, the Indenture will be duly qualified under the Trust Indenture Act and will constitute a valid and legally binding instrument, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, arrangement, liquidation, conservatorship, readjustment of debt, fraudulent transfer and other similar laws affecting the rights of creditors generally; and (ii) the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, acceleration, specific performance or injunctive relief, and the effect of general principles of equity embodied in North Carolina, Delaware and New York statutes and common law; and the Junior Subordinated Debentures and the Indenture will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Prospectus.

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      (g) This Agreement has been duly authorized, executed and delivered by the Company.

      (h) The Company has all corporate power and authority necessary to execute and deliver the Operative Documents and the Junior Subordinated Debentures, and to perform its obligations under the Operative Documents and the Junior Subordinated Debentures; the execution, delivery and performance of the Operative Documents and the Junior Subordinated Debentures by the Company and compliance with the provisions thereof by the Company will not contravene any provision of applicable law, the certificate of incorporation or bylaws of the Company or articles of association, certificate or articles of incorporation or other constituent documents or bylaws of the Principal Banking Subsidiary or any Significant Subsidiary or any agreement or other instrument binding upon the Company, the Principal Banking Subsidiary or any Significant Subsidiary that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary; and, no consent, authorization or order of, or filing or registration with, any court or governmental agency or authority is required for the execution, delivery and performance by the Company of the Operative Documents and the Junior Subordinated Debentures, except such as have been made or obtained or will be made or obtained at or before the Closing Date and except such as may be required under applicable state securities or “blue sky” laws.

      (i) Neither the Company nor the Principal Banking Subsidiary or any Significant Subsidiary is in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, 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, which violation or default would be material to the Trust or to the Company and its subsidiaries taken as a whole.

      (j) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f)) that complies with the requirements of the Exchange Act and has been designed by the Company’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 Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

      (k) Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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      (l) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e)) 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 Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

      (m) (A) At the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Capital Securities in reliance on the exemption of Rule 163 and (B) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405.

      (n) Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package or the Prospectus, except as otherwise stated therein or contemplated thereby, (A) there has been no decrease in the capital stock or, other than up to $300,000,000 of subordinated notes issued on May 23, 2007, by the Principal Banking Subsidiary, any increase in the long-term debt of the Company or any of its subsidiaries, and (B) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, income, affairs or business prospects of the Trust or the Company and the subsidiaries of the Company considered as one enterprise.

      (o) The Replacement Capital Covenant to be entered into at or prior to the Closing Date by the Company (the “ Replacement Capital Covenant ”) has been duly authorized and will be executed by the Company on or before the Closing Date.

      2. Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company and the Trust agree that the Trust will sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at a price of $1,000 per Capital Security the number of Capital Securities set forth in Schedule II opposite the name of such Underwriter, plus any additional Capital Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof.

      The Underwriters agree to make a public offering of their respective Capital Securities specified in Schedule II hereto at the initial public offering price specified above. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering.

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      3. Delivery and Payment . Delivery of and payment for the Capital Securities shall be made at 9:30 A.M., New York City time, on June 12, 2007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Offerors or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “ Closing Date ”). Delivery of the Capital Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Offerors by wire transfer payable in same-day funds to an account specified by the Offerors in written instructions to the Representatives delivered at least 24 hours in advance. Delivery of the Capital Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct.

      As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Capital Securities will be used to purchase Junior Subordinated Debentures of the Company (which purchase was arranged by the Underwriters), the Company hereby agrees to pay on any Closing Date to the Representatives by wire transfer in immediately available funds, for the accounts of the several Underwriters, $10.00 per Capital Security to be delivered hereunder on that Closing Date.

      4. Offering by Underwriters . It is understood that the several Underwriters propose to offer the Capital Securities for sale to the public as set forth in the Pricing Disclosure Package and the Prospectus.

      5. Agreements . (A) The Offerors jointly and severally agree with each of the several Underwriters as follows (except that the agreement in paragraph (f) of this Section 5(A) is made only by the Company and not by the Trust):

      (a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) not later than the Commission’s close of business on the second business day following the date of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus unless they have furnished to you a copy for your review prior to filing or transmission for filing of the same with or to the Commission; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file the final term sheet attached