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Sample Business Contracts

Underwriting Agreement - Bear Stearns Companies Inc.

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                     7.80% Trust Issued Preferred Securities

                 (Liquidation amount $25 per Preferred Security)

                        of Bear Stearns Capital Trust III

                     fully and unconditionally guaranteed by

                         The Bear Stearns Companies Inc.

                             Underwriting Agreement
                             ----------------------



                                          May 3, 2001


To the Several Underwriters named
in Schedule I hereto
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, NY  10167

Ladies and Gentlemen:

            Bear Stearns Capital Trust III, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), and The Bear Stearns
Companies Inc., a Delaware corporation (the "Guarantor"), as depositor of the
Trust and as Guarantor under the Guarantee referred to herein, propose to sell
to the several underwriters named in Schedule I hereto (the "Underwriters"), the
number of shares of preferred securities referred to in Schedule I hereto (the
"Securities") in the aggregate amount set forth in such Schedule I. The proceeds
of the sale of the Securities and of the common securities of the Trust (the
"Common Securities") to be sold by the Trust to the Guarantor are to be invested
in the 7.80% junior subordinated deferrable interest debentures of the Guarantor
(the "Subordinated Debentures") referred to in Schedule II hereto, to be issued
pursuant to an indenture (and any supplements and/or amendments thereto) (the
"Indenture") between the Guarantor and the trustee named in Schedule II (the
"Debenture Trustee"). The Securities will be guaranteed on a subordinated basis
by the Guarantor to the extent set forth in the guarantee agreement referred in
Schedule I hereto (the "Guarantee") between the Guarantor and the guarantee
trustee named in Schedule II (the "Guarantee Trustee").

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

            (a)  Each of the Trust and the Guarantor meet the requirements for
      the use of Form S-3 under the Securities Act of 1933, as amended (the
      "1933 Act"), and has prepared and filed with the Securities and Exchange
      Commission (the "Commission") pursuant to the 1933 Act, the Trust
      Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
      rules and regulations promulgated by the Commission thereunder (the
      "Regulations"), a Registration Statement (the file number of which is set
      forth in Schedule II hereto) on such Form, including a Basic Prospectus,
<PAGE>

      for registration under the 1933 Act of the offering and sale of securities
      that include the Securities. The Trust and the Guarantor have filed one or
      more amendments to such Registration Statement as may have been required
      to be filed through the date hereof and may have used a Preliminary Final
      Prospectus, each of which, if any, has previously been furnished to you.
      Such Registration Statement, as so amended (if applicable), has become
      effective. The offering of the Securities is a Delayed Offering and,
      accordingly, it is not necessary that any further information with respect
      to the Securities and the offering thereof required by the 1933 Act and
      the Regulations thereunder be included in an amendment to such
      Registration Statement prior to the Effective Date. Each of the Trust and
      the Guarantor will file with the Commission pursuant to Rules 415 and
      424(b)(2), (3) or (5) a final prospectus supplement to the form of
      prospectus included in such Registration Statement relating to the
      Securities and the offering thereof. As filed, such final prospectus
      supplement shall include all required information with respect to the
      Securities and the offering thereof and, except to the extent the
      Underwriters shall agree, in writing, to a modification, shall be in all
      substantive respects in the form furnished to you prior to the Execution
      Time or, to the extent not completed at the Execution Time, shall contain
      only such specific additional information and other changes (beyond that
      contained in the Basic Prospectus and any Preliminary Final Prospectus) as
      either the Trust or the Guarantor has advised you, prior to the Execution
      Time, will be included or made therein.

            (b)  The terms which follow, when used in this Agreement, shall have
      the meanings indicated. The term "Effective Date" shall mean each date
      that the Registration Statement and any post-effective amendment or
      amendments thereto became or become effective. "Execution Time" shall mean
      the date and time that this Agreement is executed and delivered by the
      parties hereto. "Basic Prospectus" shall mean the prospectus referred to
      in paragraph (a) above contained in the Registration Statement at the
      Effective Date including any Preliminary Final Prospectus. "Preliminary
      Final Prospectus" shall mean any preliminary prospectus supplement to the
      Basic Prospectus which describes the Securities and the offering thereof
      and is used prior to the filing of the Final Prospectus. "Final
      Prospectus" shall mean the prospectus supplement relating to the
      Securities that is first filed pursuant to Rule 424(b) after the Execution
      Time, together with the Basic Prospectus. "Registration Statement" shall
      mean the registration statement referred to in paragraph (a) above,
      including all exhibits, documents and financial statements incorporated by
      reference, as amended at the Execution Time (or, if not effective at the
      Execution Time, in the form in which it shall become effective) and, in
      the event any post-effective amendment thereto becomes effective prior to
      the Closing Date (as such term is hereinafter defined), shall also mean
      such registration statement as so amended. "Rule 415," "Rule 424" and
      "Regulation S-K" refer to such rules or regulation under the 1933 Act. Any
      reference herein to the Registration Statement, the Basic Prospectus, any
      Preliminary Final Prospectus or the Final Prospectus shall be deemed to
      refer to and include the documents incorporated by reference therein
      pursuant to Item 12 of Form S-3 which were filed under the Securities
      Exchange Act of 1934, as amended, or the rules and regulations promulgated
      thereunder (the "1934 Act") on or before the effective date of the
      Registration Statement, or the issue date of the Basic Prospectus, any
      Preliminary Final Prospectus, or the Final Prospectus, as the case may be;
      and any reference herein to the terms "amend," "amendment," or

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      "supplement" with respect to the Registration Statement, the Basic
      Prospectus, any Preliminary Final Prospectus, or the Final Prospectus
      shall be deemed to refer to and include the filing of any document under
      the 1934 Act after the Effective Date of the Registration Statement or the
      issue date of the Basic Prospectus, any Preliminary Final Prospectus, or
      the Final Prospectus, as the case may be, deemed to be incorporated
      therein by reference. A "Delayed Offering" shall mean an offering of
      securities pursuant to Rule 415 which does not commence promptly after the
      effective date of a registration statement, with the result that only
      information required pursuant to Rule 415 need be included in such
      registration statement at the effective date thereof with respect to the
      securities so offered.

            (c) 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 corporate power and authority to own, lease and operate its
      properties and to conduct its business as described in the Final
      Prospectus and any amendment or supplement thereto; and the Guarantor is
      duly qualified as a foreign corporation to transact business, and is in
      good standing, in each jurisdiction in which such qualification is
      required, whether by reason of the ownership or leasing of property or the
      conduct of business, except where the failure to so qualify would not have
      a material adverse effect on the financial condition, results of
      operations, business or properties of the Guarantor and its subsidiaries
      considered as one enterprise (any such material adverse effect being
      hereinafter referred to as a "Material Adverse Effect").

            (d)  The Trust has been duly created and is validly existing as a
      statutory business trust in good standing under the laws of the State of
      Delaware with the trust power and authority to own its property and
      conduct its business as described in the Final Prospectus and any
      amendment or supplement thereto. The Trust has conducted no business to
      date and will conduct no business other than the transactions contemplated
      by this Agreement and the amended and restated trust agreement among the
      Guarantor, as depositor, and the trustees named therein (the "Trustees"),
      the administrators named therein and the holders, from time to time, of
      the Securities and the Common Securities (as amended and restated from
      time to time, the "Trust Agreement") and as described in the Final
      Prospectus and any amendment or supplement thereto. The Trust is not a
      party to or bound by any agreement or instrument other than this
      Agreement, the Trust Agreement and the agreements and instruments
      contemplated by the Trust Agreement and described in the Final Prospectus
      and any amendment or supplement thereto. 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 Final
      Prospectus and any amendment or supplement thereto. The Trust is not a
      party to or subject to any action, suit or proceeding of any nature. The
      Trust is a "grantor trust" and is not and will not be classified as an
      association taxable as a corporation for United States federal income tax
      purposes.

            (e) The Securities have been duly authorized, and, when issued,
      delivered and paid for pursuant to this Agreement and the Trust Agreement,
      will be validly issued and fully paid and non-assessable undivided
      beneficial interests in the assets of the Trust entitled to the benefits
      of the Trust Agreement. The Securities will conform in all material
      respects to the description thereof in the Final Prospectus and any

                                      -3-
<PAGE>

      amendment or supplement thereto. The Subordinated Debentures, this
      Agreement, the Indenture, the Guarantee and the Trust Agreement have each
      been duly authorized and, at the Closing Date (as defined in Section 3
      hereof), when executed and delivered by the Guarantor against payment
      therefor as of the Closing Date, and, (i) in the case of the Subordinated
      Debentures, when issued by the Guarantor and duly authenticated by the
      Debenture Trustee, (ii) in the case of the Indenture, by the Trustee named
      therein, (iii) in the case of the Guarantee, by the Guarantee Trustee (as
      defined in the Guarantee), (iv) in the case of this Agreement, by the
      Depositor (as defined in the Trust Agreement), and (v) in the case of
      the Trust Agreement, by the Trustees and Administrators (each as defined
      in the Trust Agreement), will constitute valid and legally binding
      obligations of the Guarantor and the Trust, as applicable, and in the case
      of the Subordinated Debentures, will also be entitled to the benefits
      provided by the Indenture, enforceable in accordance with their respective
      terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles. The Subordinated Debentures, the Indenture, this
      Agreement, the Guarantee and the Trust Agreement will conform in all
      material respects to the descriptions thereof in the Final Prospectus; the
      Indenture and the Guarantee substantially comply with the Trust Indenture
      Act.

            (f)  The holders of the Securities 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; provided that the holders of the Securities may be
      obligated, pursuant to the Trust Agreement, to (a) provide indemnity
      and/or security in connection with and pay taxes or governmental charges
      arising from transfers or exchanges of Securities certificates and the
      issuance of replacement Securities certificates and (b) provide security
      and indemnity in connection with requests of or directions to the Property
      Trustee (as defined in the Trust Agreement) to exercise its rights and
      remedies under the Trust Agreement.

            (g) The Trust has all trust power and authority necessary to execute
      and deliver this Agreement, and the Securities and to perform its
      obligations hereunder and thereunder. The issuance and sale of the
      Securities and the Common Securities by the Trust, the purchase of the
      Subordinated Debentures by the Trust and the compliance by the Trust with
      the provisions of the Securities, the Trust Agreement and this Agreement
      and the consummation of the transactions herein and therein contemplated
      do not, as of the date hereof, and will not as of the Closing Date, (A)
      conflict with or result in a breach of any of the terms and provisions of,
      or constitute a default (or an event which with notice or lapse of time,
      or both, would constitute a default) or require consent under, or result
      in the creation or imposition of any lien, charge or encumbrance upon any
      property or assets of the Trust pursuant to, the terms of any contract,
      agreement, indenture, mortgage, loan agreement, note, lease or other
      instrument, franchise, license or permit to which the Trust is a party or
      by which the Trust or its properties or assets may be bound or subject, or
      (B) violate or conflict with any provisions of the Trust Agreement, or any
      law, judgment, decree, order, statute, rule or regulation of any court or
      any public, governmental or regulatory agency or body or any arbitrator
      having jurisdiction over the Trust, or any of its properties or assets. No
      consent, approval, authorization, order, registration, filing,
      qualification, license or permit of or with any court or any public,

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<PAGE>

      governmental or regulatory agency or body having jurisdiction over the
      Trust, or any of its properties or assets, is required for the execution,
      delivery and performance of this Agreement, and the Trust Agreement and
      the compliance with the provisions hereby and thereby, the issuance, sale
      and delivery of the Securities and Common Securities by the Trust and the
      purchase of the Subordinated Debentures by the Trust, except such as may
      be required under applicable state securities or "blue sky" laws.

            (h)  On the Effective Date, and at all times subsequent thereto to
      and including the Closing Date (as such term is defined in Section 3), and
      during such longer period as the Final Prospectus may be required to be
      delivered in connection with sales by the Underwriters or a dealer, and
      during such longer period until any post-effective amendment to the
      Registration Statement shall become effective, the Registration Statement
      (including any post effective amendment) and the Final Prospectus (as
      amended or as supplemented if the Guarantor and the Trust shall have filed
      with the Commission any amendment or supplement to the Registration
      Statement or the Final Prospectus) will comply with the requirements of
      the 1933 Act, the 1934 Act, the Trust Indenture Act and the Regulations
      promulgated under each of the 1933 Act, the 1934 Act and the Trust
      Indenture Act, and will not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein in the light of the circumstances
      in which they were made not misleading, and no event will have occurred
      which should have been set forth in an amendment or supplement to the
      Registration Statement or the Final Prospectus which has not then been set
      forth in such an amendment or supplement; and each Basic Prospectus and
      each Preliminary Final Prospectus, as of the date filed with the
      Commission, did not include any untrue statement of a material fact or
      omit to state any material fact required to be stated therein or necessary
      to make the statements therein in light of the circumstances in which they
      were made not misleading; provided, however, that neither Guarantor nor
      the Trust makes any representation and warranty as to information
      contained in or omitted from (i) the Registration Statement, the Basic
      Prospectus, any Preliminary Final Prospectus, or the Final Prospectus made
      in reliance upon and in conformity with information furnished to the
      Guarantor or the Trust, in writing, by any Underwriter expressly for use
      in the Registration Statement or such Basic Prospectus, any Preliminary
      Final Prospectus, or the Final Prospectus and (ii) the Statement of
      Eligibility and Qualification on Form T-1 of the Debenture Trustee, the
      Property Trustee under the Trust Agreement and the Guarantee Trustee under
      the Trust Indenture Act, except statements or omissions in such statements
      made in reliance upon information furnished to such trustees by or on
      behalf of the Guarantor or the Trust for inclusion therein.

            (i) Neither the Commission nor the "blue sky" or securities
      authority of any jurisdiction has issued an order (a "Stop Order")
      suspending the effectiveness of the Registration Statement, preventing or
      suspending the use of the Basic Prospectus, any Preliminary Final
      Prospectus, the Final Prospectus, the Registration Statement, or any
      amendment or supplement thereto, refusing to permit the effectiveness of
      the Registration Statement, or suspending the registration or
      qualification of the Securities, nor has any of such authorities
      instituted or, to the knowledge of either the Guarantor or the Trust,
      threatened to institute any proceedings with respect to a Stop Order in

                                      -5-
<PAGE>

      any jurisdiction in which the Securities are to be sold, nor, with respect
      to accuracy at the Closing Date, has there been any Stop Order issued or
      proceedings with respect to a Stop Order instituted or, to the knowledge
      of either the Guarantor or the Trust, threatened on or after the effective
      date of the Registration Statement in any jurisdiction.

            (j)  The documents incorporated by reference in the Final Prospectus
      and any amendment or supplement thereto (the "Incorporated Documents"), at
      the time they were or hereafter are filed with the Commission, complied or
      when so filed will comply, in all material respects, with the requirements
      of the 1933 Act, or the 1934 Act, the Trust Indenture Act, as applicable,
      and the Regulations promulgated under each of the 1933 Act, the 1934 Act
      and the Trust Indenture Act, and on the Effective Date and through and
      including the Closing Date, did not 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, in the
      light of the circumstances under which they are made, not misleading.

            (k)  Since the respective dates as of which information is given in
      the Registration Statement and the Final Prospectus, except as otherwise
      stated therein or contemplated thereby, there has been no material adverse
      change in, or any adverse development which materially affects, the
      financial condition, results of operations, business or properties of the
      Guarantor and its subsidiaries considered as one enterprise.

            (l)  Since the respective dates as of which information is given in
      the Registration Statement and the Final Prospectus, except as otherwise
      stated therein or contemplated thereby, there has been no material adverse
      change in, or any adverse development which materially affects, the
      financial condition, results of operations, business or properties of the
      Trust.

            (m) The Guarantor has all corporate power and authority necessary to
      execute and deliver this Agreement, the Indenture, the Subordinated
      Debentures, the Guarantee and the Trust Agreement and to perform its
      obligations hereunder and thereunder; the execution, delivery and
      performance of this Agreement, the Indenture, the Guarantee and the Trust
      Agreement, the issuance, authentication, and sale of the Subordinated
      Debentures by the Guarantor, and compliance with the provisions hereof and
      thereof by the Guarantor, do not, as of the date hereof, and will not, as
      of the Closing Date, (A) conflict with or result in a breach of any of the
      terms and provisions of, or constitute a default (or an event which with
      notice or lapse of time, or both, would constitute a default) or require
      consent under, or result in the creation or imposition of any lien, charge
      or encumbrance upon any property or assets of the Guarantor or any of its
      subsidiaries considered as one enterprise pursuant to, the terms of any
      contract, agreement, indenture, mortgage, loan agreement, note, lease or
      other instrument, franchise, license or permit to which the Guarantor or
      any of its subsidiaries is a party or by which the Guarantor or any of its
      subsidiaries or their respective properties or assets may be bound or
      subject and that is material to the Guarantor and its subsidiaries
      considered as one enterprise, or (B) violate or conflict with any
      provision of the certificate of incorporation or by-laws of the Guarantor
      or any of its subsidiaries, or any law, judgment, decree, order, statute,
      rule or regulation of any court or any public, governmental or regulatory
      agency or body or any arbitrator having jurisdiction over the Guarantor or
      any of its subsidiaries, or any of their respective properties or assets.
      No consent, approval, authorization, order, registration, filing,
      qualification, license or permit of or with any court or any public,

                                      -7-
<PAGE>

      governmental or regulatory agency or body having jurisdiction over the
      Guarantor or any of its subsidiaries, or any of their respective
      properties or assets, is required for the execution, delivery and
      performance of this Agreement, the Indenture, the Guarantee and the Trust
      Agreement and the compliance with the provisions hereof and thereof,
      including the issuance, authentication, sale and delivery of the
      Subordinated Debentures, except such as may be required under applicable
      state securities or "blue sky" laws.

            (n)  The Common Securities have been duly authorized and when issued
      and delivered at the Closing Date against payment therefor, will be
      validly issued and fully paid and non-assessable undivided beneficial
      interests in the assets of the Trust and will conform in all material
      respects to the description thereof contained in the Final Prospectus; the
      issuance of the Common Securities is not subject to preemptive or other
      similar rights; on the Closing Date, all of the issued and outstanding
      Common Securities of the Trust will be directly owned by the Guarantor,
      free and clear of any security interest, mortgage, pledge, lien,
      encumbrance, claim or other defect of title whatsoever; and the Common
      Securities and the Securities are the only interests authorized to be
      issued by the Trust.

            (o)  Neither the Trust nor the Guarantor is or, after giving effect
      to the offering and sale of the Securities, will 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").

            (p) Except for Bear, Stearns & Co. Inc. ("Bear Stearns"), Bear,
      Stearns Securities Corp. ("BSSC"), Bear, Stearns International Limited
      ("BSIL") and Bear Stearns Holdings Limited ("BSHL"), no subsidiary of the
      Guarantor is a "significant subsidiary" as defined in Rule 405 of
      Regulation C of the Regulations; each of Bear Stearns, BSSC, BSIL and BSHL
      has been duly incorporated and is validly existing as a corporation in
      good standing under the laws of the jurisdiction of its incorporation, has
      the corporate power and authority to own, lease and operate its properties
      and to conduct its business as described in the Final Prospectus and any
      amendment or supplement thereto and is duly qualified as a foreign
      corporation to transact business, and is in good standing, in each
      jurisdiction in which such qualification is required, whether by reason of
      the ownership or leasing of property or the conduct of business, except
      where the failure to so qualify would not have a Material Adverse Effect;
      and all of the issued and outstanding capital stock of Bear Stearns, BSSC,
      BSIL and BSHL has been duly authorized and validly issued and is fully
      paid and non-assessable and was not issued in violation of or subject to
      preemptive rights, and, except for directors' qualifying shares, is owned,
      directly or indirectly, by the Guarantor free and clear of any security
      interest, mortgage, pledge, lien, encumbrance, claim or other defect of
      title whatsoever.

            (q) There are no holders of securities of either the Guarantor or
      the Trust or any of their respective subsidiaries who, pursuant to any

                                      -7-
<PAGE>

      agreement, understanding or otherwise, have any right to have securities
      of the Guarantor, the Trust or any of their respective subsidiaries
      registered under the 1933 Act in connection with the offering contemplated
      by the Final Prospectus.

            (r)  The Securities have been rated investment grade by at least
      one nationally recognized rating agency.

            (s)  Deloitte & Touche LLP, the accountants who certified the
      financial statements included or incorporated by reference in the
      Guarantor's most recent Annual Report on Form 10-K which is incorporated
      by reference in the Final Prospectus, were independent public accountants
      at the time such statements were certified and during the periods covered
      by such statements as required by the 1933 Act and the Regulations.

            (t)  The financial statements of the Guarantor and its consolidated
      subsidiaries included or incorporated by reference in the Registration
      Statement and the Final Prospectus, and any amendment or supplement
      thereto, present fairly the consolidated financial position of the
      Guarantor and its consolidated subsidiaries as at the dates indicated and
      the consolidated results of their operations for the periods specified;
      and said financial statements have been prepared in conformity with
      generally accepted accounting principles in the United States (except to
      the extent that certain footnote disclosures regarding any stub period may
      have been omitted in accordance with the 1934 Act and the Regulations
      promulgated thereunder) applied on a consistent basis.

            (u)  Except as may be set forth in the Final Prospectus, there is no
      action, suit or proceeding before or by any court or governmental agency
      or body or arbitrator, domestic or foreign, now pending, or, to the
      knowledge of the Guarantor, threatened against or affecting, the
      Guarantor, the Trust, Bear Stearns, BSSC, BSIL or BSHL which is required
      to be disclosed in the Registration Statement or Final Prospectus, or
      would have a Material Adverse Effect or would otherwise be expected to
      materially and adversely affect the consummation of the transactions
      contemplated hereby or by the Indenture, the Guarantee or the Trust
      Agreement.

            (v)  The Guarantor, the Trust, Bear Stearns, BSSC, BSIL and BSHL
      possess such certificates, authorities or permits issued by the
      appropriate state, federal or foreign regulatory agencies or bodies
      necessary to conduct the business now operated by them, except where the
      failure to obtain such certificates, authorities or permits, individually
      or in the aggregate, would not have a Material Adverse Effect. None of the
      Guarantor, the Trust, Bear Stearns, BSSC, BSIL and BSHL has received any
      notice of proceedings relating to the revocation or modification of any
      such certificate, authority or permit which, singly or in the aggregate,
      if the subject of any unfavorable decision, ruling or finding, would
      materially and adversely affect the financial condition, results of
      operations, business or properties of the Guarantor and its subsidiaries
      considered as one enterprise. There are no contracts or documents of the
      Guarantor, the Trust, Bear Stearns, BSSC, BSIL or BSHL which are required
      to be filed as exhibits to, disclosed in or summarized in the Registration
      Statement or the Final Prospectus by the 1933 Act or the Regulations which
      have not been (or which will not be, as the case may be) so filed,
      disclosed or summarized.

                                      -8-
<PAGE>

            2.  Purchase and Sale. On the basis of the terms and conditions and
in reliance upon the representations, warranties, covenants and agreements
herein set forth, the Guarantor and the Trust agree that the Trust will sell to
the Underwriters, and the Underwriters agree to purchase from the Trust, in the
respective amounts set forth opposite their names on Schedule I hereto and at
the purchase price set forth in Schedule II hereto, the Securities. The
obligations of the Underwriters under this Section 2 are several and not joint.

            In addition, the Trust hereby grants to the Underwriters an option
to purchase up to an additional 1,500,000 Securities (the "Option Securities").
This option may be exercised only to cover over-allotments in the sale of
Securities by the Underwriters. The Option Securities shall be purchased
severally for the account of the Underwriters in proportion to the number of
Securities set forth opposite the name of such Underwriter in Schedule I hereto,
subject in each case to such adjustments as Bear Stearns in its sole discretion
shall make to eliminate any sales or purchases of fractional shares and at the
purchase price set forth in Schedule II hereto. This option may be exercised by
Bear Stearns on the basis of the representations, warranties, covenants, and
agreements of each of the Guarantor and the Trust herein contained, but subject
to the terms and conditions herein set forth, at any time and from time to time
on or before the thirtieth (30th) day following the date hereof, by written
notice by Bear Stearns to the Trust. Such notice shall set forth the aggregate
number of Option Securities as to which the option is being exercised and the
time and date, as determined by Bear Stearns, when such Option Securities are to
be delivered (such time and date are herein called the "Second Closing Date").

            As compensation to the Underwriters for their commitment hereunder,
and in view of the fact that the proceeds from the sale of the Securities and
the Option Securities, if any, will be used by the Trust to purchase the
Subordinated Debentures, upon payment of the purchase price for the Securities
and the Option Securities, if any, as contemplated in the two immediately
preceding paragraphs, the Guarantor on the Closing Date and on the Second
Closing Date, if any, will pay by wire transfer of immediately available funds
to the Underwriters the amount per Security and Option Security, if any, set
forth in Schedule II hereto in respect of the Securities and the Option
Securities, if any, to be delivered by the Trust hereunder on the Closing Date
and on the Second Closing Date, if any.

            3.  Delivery and Payment. Delivery of and payment for the Securities
shall be made at the office, on the date and at the time specified in Schedule
II hereto, which date and time may be postponed by agreement among the
Underwriters, the Trust and the Guarantor (such date and time of delivery of and
payment for the Securities being herein called the "Closing Date"). The
Securities to be purchased by the Underwriters hereunder will be represented by
one or more global Securities which will be deposited by or on behalf of the
Trust with The Depository Trust Company ("DTC") or its designated custodian.
Delivery of the Securities shall be made by causing DTC to credit the Securities
to the account of the Underwriters at DTC, against payment by the Underwriters
of the purchase price thereof to or upon the order of the Trust in the manner
and type of funds specified in Schedule II.

            In addition, in the event that any or all of the Option Securities
are purchased by the Underwriters, payment of the purchase price for, and the
delivery of certificates for, such Option Securities shall be made at the
office, on the Second Closing Date and at the time specified in Schedule II

                                      -9-
<PAGE>

hereto, which date and time may be postponed by agreement among the
Underwriters, the Trust and the Guarantor.

            The Trust and the Guarantor agree to have the certificates
representing the Securities available for checking in New York, New York, on the
business day prior to the Closing Date and agree to have the certificates
representing the Option Securities available for checking in New York, New York,
on the business day prior to the Second Closing Date.

            4.  Covenants of the Guarantor and the Trust.  Each of the Guarantor
and the Trust covenant and agree with the several Underwriters as follows:

            (a)  Each of the Guarantor and the Trust will use its best efforts
      to cause the Registration Statement, if not effective at the Execution
      Time, to become effective as promptly as possible. The Guarantor will
      notify you immediately, and confirm such notice in writing, (i) when the
      Registration Statement (including any amendments thereto) becomes
      effective, (ii) of any request by the Commission for any amendment of or
      supplement to the Registration Statement or the Final Prospectus or for
      any additional information, (iii) of the issuance by the Commission of a
      Stop Order suspending the effectiveness of the Registration Statement
      (including any post-effective amendment thereto) or of the initiation, or
      the threatening, of any proceedings therefor, (iv) of the receipt of any
      comments from the Commission and (v) of the receipt by either the Trust or
      the Guarantor of any notification with respect to the suspension of the
      qualification of the Securities for sale in any jurisdiction or the
      initiation, or threatening, of any proceeding for that purpose. If the
      Commission shall propose or enter a Stop Order at any time, each of the
      Guarantor and the Trust will make every reasonable effort to prevent the
      issuance of any such Stop Order and, if issued, to obtain the withdrawal
      of such order as soon as possible. Neither the Guarantor nor the Trust
      will file any amendment to the Registration Statement or supplement
      (including the Final Prospectus or any Preliminary Final Prospectus) to
      the Basic Prospectus before or after the Effective Date unless the
      Guarantor or the Trust, as applicable, has furnished you with a copy for
      your review prior to filing and will not file any such proposed amendment
      or supplement to which you reasonably object.

            (b)  During the time when a prospectus relating to the Securities is
      required to be delivered hereunder or under the 1933 Act or the
      Regulations, the Guarantor and the Trust will comply with all requirements
      imposed upon it by the 1933 Act and the Trust Indenture Act as now
      existing and as hereafter amended, and by the Regulations promulgated
      under each of the 1933 Act and the Trust Indenture Act, as from time to
      time in force, so far as necessary to permit the continuance of sales of
      or dealing in the Securities in accordance with the provisions thereof and
      the Final Prospectus. If at any time when a prospectus relating to the
      Securities is required to be delivered under the 1933 Act or the
      Regulations, any event shall have occurred as a result of which, in the
      judgment of the Guarantor and the Trust, you or your counsel, the Final
      Prospectus as then amended or supplemented includes an untrue statement of
      a material fact or omits to state any 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, or if it shall
      be necessary at any time to amend or supplement the Final Prospectus or

                                      -10-
<PAGE>

      Registration Statement to comply with the 1933 Act, the Trust Indenture
      Act or the Regulations promulgated thereunder, and the Guarantor and the
      Trust will notify you promptly and prepare and file with the Commission an
      appropriate amendment or supplement (in form and substance satisfactory to
      you) which will correct such statement or omission and will use its best
      efforts to have any amendment to the Registration Statement declared
      effective as soon as possible and will deliver to the several
      Underwriters, without charge, such number of copies thereof as may be
      reasonably requested by the Underwriters; provided that the Guarantor and
      the Trust will promptly notify you if such judgment has been reached by
      them.

            (c)  The Guarantor and the Trust will promptly deliver to you a copy
      of the Registration Statement, including exhibits and all amendments
      thereto, and the Guarantor and the Trust will promptly deliver without
      charge to you such number of copies of the Basic Prospectus, any
      Preliminary Final Prospectus, the Final Prospectus, the Registration
      Statement, and all amendments of and supplements to such documents, if
      any, as may be reasonably requested by the Underwriters.

            (d)  Each of the Guarantor and the Trust will endeavor in good
      faith, in cooperation with you, to timely qualify the Securities for
      offering and sale under the securities laws of such jurisdictions as you
      may designate and to maintain such qualification in effect for so long as
      required for the distribution thereof; provided that in no event shall
      either the Guarantor or the Trust be obligated to qualify to do business
      in any jurisdiction where it is not now so qualified or to take action
      which would subject it to general service of process in any jurisdiction
      where it is not now so subject or to conduct its business in a manner in
      which it is not currently so conducting its business.

            (e)  Each of the Guarantor and the Trust will make generally
      available (within the meaning of Section 11(a) of the 1933 Act and Rule
      158 of the Regulations) to its security holders and to you as soon as
      practicable an earnings statement which need not be audited but which
      shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
      of the Regulations.

            (f)  Each of the Guarantor and the Trust, during the period when the
      Final Prospectus is required to be delivered under the 1933 Act, will file
      promptly all documents required to be filed with the Commission pursuant
      to Section 13 or 14 of the 1934 Act and the Regulations promulgated
      thereunder.

            (g)  During the period of one year after the date hereof, the
      Guarantor and the Trust will furnish to you (i) as soon as publicly
      available, a copy of each Annual Report on Form 10-K, Quarterly Report on
      Form 10-Q, Current Report on Form 8-K, annual report to stockholders and
      definitive proxy statement of the Guarantor and the Trust filed with the
      Commission under the 1934 Act and the Regulations promulgated thereunder
      or mailed to stockholders and (ii) from time to time, such other
      information concerning the Guarantor and the Trust as you may reasonably
      request.

            (h)  Each of the Guarantor and the Trust will apply the proceeds
      from the sale of the Securities as set forth under the caption "Use of
      Proceeds" in the Final Prospectus.

                                      -11-
<PAGE>

            (i)  Prior to the Closing Date, the Guarantor and the Trust shall
      furnish to you, as soon as they have been prepared, copies of any
      unaudited interim consolidated financial statements of the Guarantor and
      its subsidiaries, for any periods subsequent to the periods covered by the
      financial statements appearing or incorporated by reference in the
      Registration Statement and the Final Prospectus.

            (j)  The Securities have been approved for listing, subject to
      official notice of issuance, on the New York Stock Exchange (the "NYSE").

            (k)  Each of the Guarantor and the Trust will comply with all
      provisions of all undertakings contained in the Registration Statement.

            (l)  Each of the Guarantor and the Trust consent to the use of the
      Final Prospectus or any amendment or supplement thereto by you and by all
      dealers to whom the Securities may be sold, both in connection with the
      offering or sale of the Securities and for such period of time thereafter
      as the Final Prospectus is required by law to be delivered in connection
      therewith.

            (m)  Prior to the Closing Date, the Guarantor and the Trust will
      not, without the consent of the Underwriters, offer, sell or contract to
      sell, or announce the offering of, shares of any class of capital stock of
      either the Guarantor or the Trust (other than the Securities) which is
      ranked prior as to the payment of dividends, or as to the distribution of
      assets upon any liquidation, dissolution or winding up of either the
      Guarantor or the Trust over shares of any other class of capital stock of
      either of the Guarantor and the Trust.

            5. Payment of Expenses. Whether or not the transactions contemplated
in this Agreement are consummated or this Agreement is terminated, each of the
Guarantor and the Trust hereby covenant and agree with the several Underwriters
that the Guarantor and the Trust will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Guarantor's and the Trust's counsel
and accountants in connection with the registration of the Securities under the
1933 Act, the qualification of the Indenture and the Guarantee under the Trust
Indenture Act, and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus, the Final Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) all costs and expenses related to the issuance,
transfer and delivery of the Securities to the Underwriters, including any
transfer or other taxes payable thereon; (iii) the cost of printing or producing
this Agreement, any "blue sky" and legal investment memoranda and any other
documents in connection with the offering, purchase, sale and delivery of the
Securities; (iv) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as provided in
Section 4(d) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
"blue sky" and legal investment memoranda; (v) any fees charged by securities
rating agencies for rating the Securities and the Subordinated Debentures; (vi)
any filing fees incident to any required reviews by the National Association of
Securities Dealers, Inc. (the "NASD") of the terms of the sale of the
Securities; (vii) the costs and expenses of any qualified independent
underwriter which may be required by the rules and regulations of the NASD;

                                      -12-
<PAGE>

(viii) all costs and expenses incident to listing the Securities on the NYSE or
other national securities exchange; (ix) the cost of preparing certificates for
the Securities and the cost and charges of any Trustee and its nominee for
acting as a depository for the Securities and otherwise effecting any book entry
ownership system for the Securities; (x) the cost and charges of the Trustee,
any transfer agent, calculation agent, registrar or disbursing agent; and (xi)
all other costs and expenses incident to the performance of the Guarantor's and
the Trust's obligations hereunder which are not otherwise specifically provided
for in this Section. It is understood, however, that, except as provided in this
Section and Sections 6 and 7 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them and any advertising expenses connected
with any offers they may make.

            If this Agreement is entered into and the purchase of Securities by
the Underwriters pursuant to this Agreement is not consummated because any
condition to the obligations of the Underwriters set forth in Section 6 hereof
is not satisfied, because of any termination pursuant to Section 11(b) hereof or
because of any refusal, inability or failure on the part of the Guarantor or the
Trust to perform any agreement herein or comply with any provision hereof other
than by reason of a default by the Underwriters, the Guarantor or the Trust will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.

            6.  Conditions to the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Securities
shall be subject to the continuing accuracy of the representations and
warranties on the part of each of the Guarantor and the Trust contained herein
as of the date hereof and the Closing Date, to the accuracy of the statements of
the Guarantor and the Trust made in any certificates delivered pursuant to the
provisions hereof, to the performance by each of the Guarantor and the Trust of
its obligations hereunder and to the following additional conditions:

            (a)  If the Registration Statement has not become effective prior to
      the Execution Time, the Registration Statement shall have become effective
      not later than 6:00 p.m., New York City time, on the date of this
      Agreement or such later date and time as shall be consented to, in
      writing, by you, and, if filing of the Final Prospectus, or any supplement
      thereto, is required pursuant to Rule 424(b), the Final Prospectus, and
      any such supplement, shall have been filed in the manner and within the
      time period required by Rule 424(b).

            (b)  At the Closing Date (i) no Stop Order suspending the
      effectiveness of the Registration Statement or any part thereof shall have
      been issued under the 1933 Act, and no proceeding under the 1933 Act or
      the 1934 Act therefor shall have been initiated or threatened by the
      Commission, or, with respect to the filing of any Form 8-A under the 1934
      Act, by any national securities exchange; and all requests for additional
      information on the part of the Commission shall have been complied with or
      such requests shall have been otherwise satisfied; (ii) the rating
      assigned by any nationally recognized securities rating agency to any debt
      securities, preferred stock or other obligations of the Guarantor and the
      Trust as of the date of this Agreement shall not have been lowered since

                                      -13-
<PAGE>

      the execution of this Agreement and no such agency shall have publicly
      announced since the execution of this Agreement that it has under
      surveillance or review, with possible negative implications, its rating of
      any of the debt securities or preferred stock of either of the Guarantor
      or the Trust; and (iii) since the respective dates as of which information
      is given in the Registration Statement and the Final Prospectus, except as
      otherwise stated therein or contemplated thereby, there shall not have
      been any material adverse change in, or any adverse development which
      materially affects, the financial condition, results of operations,
      business or properties of either of the Guarantor or the Trust or their
      respective subsidiaries, the effect of which is in your reasonable
      judgment so material and adverse as to make it impracticable or
      inadvisable to proceed with the public offering or the delivery of the
      Securities on the terms and in the manner contemplated in the Final
      Prospectus.

            (c)  At the Closing Date, you shall have received the opinion of
      Cadwalader, Wickersham & Taft, counsel for the Guarantor and the Trust,
      dated the date of delivery and substantially in the form set forth in
      Schedule III hereto, addressed to the Underwriters and in form and scope
      reasonably satisfactory to Underwriters' Counsel.

            (d) At the Closing Date, you shall have received the opinion of Mark
      E. Lehman, Esq., Senior Managing Director of the Guarantor's Legal &
      Compliance Department, dated the date of delivery and substantially in the
      form set forth in Schedule IV, addressed to the Underwriters and in form
      and scope reasonably satisfactory to Underwriters' Counsel.

            (e)  At the Closing Date, you shall have received a certificate of
      the Chief Financial Officer or the Controller of each of the Guarantor and
      the Trust, dated the date of delivery, to the effect that the conditions
      set forth in subsections (a) and (b) of this Section 6 have been
      satisfied, that as of the date hereof and at the date of delivery, the
      representations and warranties of each of the Guarantor and the Trust set
      forth in Section 1 hereof are accurate, and that at the date of delivery,
      the obligations of each of the Guarantor and the Trust to be performed
      hereunder on or prior thereto have been duly performed in all material
      respects.

            (f)  At each of the Execution Time and the Closing Date, you shall
      have received a letter (which may be an update or "bringdown" letter) from
      Deloitte & Touche LLP, independent public accountants for the Guarantor
      and its subsidiaries, and the Trust dated the date of delivery,
      substantially in the form set forth in Schedule VI hereto, addressed to
      the Underwriters and in form and scope reasonably satisfactory to you.

            (g)  The Underwriters shall have received from Kramer Levin Naftalis
      & Frankel LLP ("Underwriters' Counsel") an opinion, dated the Closing
      Date, with respect to the issuance and sale of the Securities, the
      Registration Statement, the Final Prospectus, and any amendments or
      supplements to the Registration Statement or Final Prospectus and such
      other related matters, as you may reasonably require, and either the Trust
      or the Guarantor shall have furnished to Underwriters' Counsel such
      documents as they request for the purpose of enabling them to pass upon
      such matters.

                                      -14-
<PAGE>

            (h)  All proceedings taken in connection with the offering and sale
      of the Securities as contemplated herein shall be satisfactory in form and
      scope to you and to Underwriters' Counsel, and, prior to the Closing Date,
      either the Trust or the Guarantor shall have furnished to you such further
      information, certificates and documents as you may reasonably request.

            (i)  The NASD, upon review of the terms of the public offering of
      the Securities, shall have no objections to the fairness of the
      underwriting terms and arrangements of the offering.

            (j) At the Closing Date, Form 8-A under the 1934 Act (the "Form
      8-A") shall have become effective.

            (k)  Richards Layton & Finger, P.A., special Delaware counsel to the
      Guarantor and the Trust, shall have furnished to the several Underwriters
      an opinion dated the Closing Date, substantially in the form set forth in
      Schedule V hereto, addressed to the several Underwriters and in form and
      scope reasonably satisfactory to Underwriters' Counsel.

            (l)  Cadwalader, Wickersham & Taft, tax counsel for the Guarantor,
      shall have furnished to the several Underwriters an opinion, dated the
      Closing Date, to the effect that such firm confirms its opinion set forth
      in the Final Prospectus under the caption "Certain Federal Income Tax
      Consequences."

            (m)  The Guarantor shall have furnished to the several Underwriters
      such further information, certificates and documents as they may
      reasonably request prior to the Closing Date.

            If any of the conditions specified in this Section 6 shall not have
      been fulfilled when and as provided in this Agreement, or if any of the
      opinions and certificates mentioned above or elsewhere in this Agreement
      shall not be reasonably satisfactory in form and substance to the several
      Underwriters and counsel for the several Underwriters, this Agreement and
      all obligations of the several Underwriters, hereunder may be cancelled
      at, or at any time prior to, the Closing Date by the several Underwriters.
      Notice of such cancellation shall be given to the Guarantor and the Trust
      in writing or by telephone or telegraph confirmed in writing.

            7.    Indemnification.
                  ---------------

            (a)  Each of the Guarantor and the Trust agree, jointly and
      severally, to indemnify and hold harmless each Underwriter and their
      affiliates, if any, and each person, if any, who controls any Underwriter
      within the meaning of Section 15 of the 1933 Act or Section 20(a) of the
      1934 Act, against any and all losses, liabilities, claims, damages and
      out-of-pocket expenses whatsoever (including but not limited to attorneys'
      fees and any and all expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation, commenced or
      threatened, or any claim whatsoever, and any and all amounts paid in
      settlement of any claim or litigation), to which you or any such person

                                      -15-
<PAGE>

      may become subject under the 1933 Act, the 1934 Act or otherwise, insofar
      as such losses, liabilities, claims, damages or expenses (or actions in
      respect thereof) arise out of or are based upon (i) any untrue statement
      or alleged untrue statement of a material fact contained in the
      Registration Statement or any related Basic Prospectus, Preliminary Final
      Prospectus, or Final Prospectus, or in any supplement thereto or amendment
      thereof, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein (in the case of the Basic
      Prospectus, any Preliminary Final Prospectus or the Final Prospectus, in
      light of the circumstances under which they were made) not misleading or
      (ii) any breach of any representation, warranty, covenant or agreement of
      the Guarantor or the Trust contained in this Agreement; provided, however,
      that neither the Guarantor nor the Trust will be liable to any Underwriter
      or any person so controlling such Underwriter in any such case to the
      extent, but only to the extent, that any such loss, liability, claim,
      damage or expense arises out of or is based upon (x) any such untrue
      statement or alleged untrue statement or omission or alleged omission made
      therein in reliance upon and in conformity with written information
      furnished to either the Guarantor or the Trust by or on behalf of any
      Underwriter through you expressly for use therein, such written
      information being as set forth in penultimate sentence of subsection (b)
      below, or (y) any failure of such Underwriter to deliver the Final
      Prospectus to a purchaser of Securities as required by applicable law.
      This indemnity agreement will be in addition to any liability which the
      Guarantor or the Trust may otherwise have including under this Agreement.

            (b)  Each Underwriter severally, and not jointly, agrees to
      indemnify and hold harmless each of the Guarantor and the Trust, each of
      its directors, each of its officers who shall have signed the Registration
      Statement, and each other person, if any, who controls either of the
      Guarantor or the Trust within the meaning of Section 15 of the 1933 Act or
      Section 20(a) of the 1934 Act against any losses, liabilities, claims,
      damages and expenses whatsoever (including but not limited to attorneys'
      fees and any and all out-of-pocket expenses whatsoever reasonably incurred
      in investigating, preparing or defending against any litigation, commenced
      or threatened, or any claim whatsoever and any and all amounts paid in
      settlement of any claim or litigation), joint and several, to which they
      or any of them may become subject under the 1933 Act, the 1934 Act or
      otherwise, insofar as such losses, liabilities, claims, damages or
      expenses (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of a material fact
      contained in the Registration Statement, or any related Basic Prospectus,
      Preliminary Final Prospectus or Final Prospectus, or in any amendment
      thereof or supplement thereto, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein (in the case
      of a Basic Prospectus, Preliminary Final Prospectus or Final Prospectus,
      in light of the circumstances under which they were made) not misleading,
      in each case to the extent, but only to the extent, that any such loss,
      liability, claim, damage or expense arises out of or is based upon any
      such untrue statement or alleged untrue statement or omission or alleged
      omission made therein in reliance upon and in conformity with written
      information furnished to either of the Guarantor or the Trust by or on
      behalf of such Underwriter through you expressly for use therein. For all
      purposes of this Agreement, the identification of the name of, and the
      number of shares of Preferred Securities to be purchased by, each of the

                                      -16-
<PAGE>

      Underwriters, amounts of the selling concession and reallowance, and the
      stabilization language set forth under the heading "Underwriting" in the
      Final Prospectus constitute the only information furnished in writing by
      or on behalf of any Underwriter expressly for inclusion in any Basic
      Prospectus or Preliminary Final Prospectus, the Final Prospectus, or the
      Registration Statement (as from time to time amended or supplemented), or
      any amendment or supplement thereto. This indemnity will be in addition to
      any liability which any Underwriter may otherwise have, including under
      this Agreement; provided, however, that in no case shall any Underwriter
      be liable or responsible for any amount in excess of the underwriting
      discounts and commissions received by such Underwriter.

            (c) Promptly after receipt by an indemnified party under subsection
      (a) or (b) above of notice of the commencement of any action, such
      indemnified party shall, if a claim in respect thereof is to be made
      against the indemnifying party under such subsection, notify each party
      against whom indemnification is to be sought in writing of the
      commencement thereof (but the failure so to notify an indemnifying party
      shall not relieve it from any liability which it may have under this
      Section 7 except to the extent that it has been prejudiced in any material
      respect by such failure or from any liability which it may have
      otherwise). In case any such action is brought against any indemnified
      party, and it notifies an indemnifying party of the commencement thereof,
      the indemnifying party will be entitled to participate therein, and to the
      extent it may elect by written notice delivered to the indemnified party
      promptly after receiving the aforesaid notice from such indemnified party,
      to assume the defense thereof with counsel satisfactory to such
      indemnified party. Notwithstanding the foregoing, the indemnified party or
      parties shall have the right to employ its or their own counsel in any
      such case, but the fees and expenses of such counsel shall be at the
      expense of such indemnified party or parties unless (i) the employment of
      such counsel shall have been authorized in writing by one of the
      indemnifying parties in connection with the defense of such action, (ii)
      the indemnifying parties shall not have employed counsel to have charge of
      the defense of such action within a reasonable time after notice of
      commencement of the action, or (iii) such indemnified party or parties
      shall have reasonably concluded that there may be defenses available to it
      or them which are different from or additional to those available to one
      or all of the indemnifying parties (in which case the indemnifying parties
      shall not have the right to direct the defense of such action on behalf of
      the indemnified party or parties, it being understood, however, that the
      indemnifying party shall not, in connection with any one such claim,
      action or proceeding or separate but substantially similar or related
      claims, actions or proceedings in the same jurisdiction arising out of the
      same general allegations or circumstances, be liable for the fees and
      expenses of more than one separate firm (together with appropriate local
      counsel) at any time for the indemnified party or parties, which firm
      shall be designated in writing by the indemnified party or parties, unless
      such indemnified party or parties shall have reasonably concluded that
      there may be defenses available to it or them which are different from or
      additional to those available to one or all of the other indemnified party
      or parties (in which case the indemnifying party shall be liable for the
      fees and expenses of only one additional separate firm (together with
      appropriate local counsel) for such indemnified party or parties at any
      time)), in any of which events such fees and expenses shall be borne by
      the indemnifying parties. Anything in this Section 7 to the contrary

                                      -17-
<PAGE>

      notwithstanding, an indemnifying party shall not be liable for any
      settlement of any claim or action effected without its written consent;
      provided, however, that such consent was not unreasonably withheld.

            8.  Contribution.  In order to provide for contribution in
circumstances in which the indemnification provided for in Section 7 hereof is
for any reason held to be unavailable from the Trust or the Guarantor or is
insufficient to hold harmless a party indemnified thereunder, the Guarantor and
the Trust, on one hand, and the Underwriters, on the other hand, shall
contribute to the aggregate losses, claims, damages, liabilities and
out-of-pocket expenses of the nature contemplated by such indemnification
provision (including any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claims asserted, but after deducting in the case of losses,
claims, damages, liabilities and expenses suffered by the Guarantor and the
Trust, any contribution received by the Guarantor and the Trust from persons,
other than the Underwriters, who may also be liable for contribution, including
persons who control the Guarantor or the Trust within the meaning of Section 15
of the 1933 Act or Section 20(a) of the 1934 Act, officers of the Guarantor and
the Trust who signed the Registration Statement and directors of the Guarantor
and the Trust) to which the Guarantor and the Trust and one or more of the
Underwriters may be subject, in such proportions as is appropriate to reflect
the relative benefits received by the Guarantor and the Trust, on the one hand,
and the Underwriters, on the other hand, from the offering of the Securities or,
if such allocation is not permitted by applicable law or indemnification is not
available as a result of the indemnifying party not having received notice as
provided in Section 7 hereof, in such proportion as is appropriate to reflect
not only the relative benefits referred to above but also the relative fault of
the Guarantor and the Trust, on the one hand, and the Underwriters, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Guarantor and
the Trust, on the one hand, and the Underwriters, on the other hand, shall be
deemed to be in the same proportion as the total proceeds from the offering (net
of underwriting discounts and commissions but before deducting expenses)
received by the Guarantor and the Trust, bear to the underwriting discounts and
commissions received by the Underwriters, respectively, in each case as set
forth in the table on the cover page of the Final Prospectus. The relative fault
of the Guarantor and the Trust, on the one hand, and of the Underwriters, on the
other hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Guarantor and the Trust, on the one hand, or the Underwriters, on the other
hand, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Guarantor and
the Trust, on the one hand, and the Underwriters, on the other hand, agree that
it would not be just and equitable if contribution pursuant to this Section 8
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above. Notwithstanding
the provisions of this Section 8, (i) in no case shall any Underwriter be liable
or responsible for any amount in excess of the underwriting discounts and
commissions applicable to the Securities purchased by such Underwriter
hereunder, and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes

                                      -18-
<PAGE>

of this Section 8, each person, if any, who controls an Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act shall
have the same rights to contribution as such Underwriter, and each person, if
any, who controls the Guarantor or the Trust within the meaning of Section 15 of
the 1933 Act or Section 20(a) of the 1934 Act, each officer of the Guarantor and
the Trust who shall have signed the Registration Statement and each director of
the Guarantor and the Trust shall have the same rights to contribution as the
Guarantor and the Trust, subject in each case to clauses (i) and (ii) of the
preceding sentence of this Section 8. Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section 8, notify such party
or parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 8 or otherwise. No party shall be liable for contribution with respect
to any action or claim settled without its consent; provided, however, that such
consent was not unreasonably withheld.

            9.   Default by an Underwriter.
                 -------------------------

            (a)  If any Underwriter or Underwriters shall default at the Closing
      Date in its or their obligation to purchase the Securities hereunder and
      if the number of shares of the Securities to which such default relates
      does not (after giving effect to arrangements, if any, made by you
      pursuant to subsection (b) below) exceed in the aggregate 10% of the total
      number of shares of the Securities that all Underwriters have agreed to
      purchase hereunder, then such shares of the Securities to which the
      default relates shall be purchased by the non-defaulting Underwriters in
      proportion to their respective commitments hereunder.

            (b)  If such default relates to more than 10% of the total number of
      shares of the Securities that all the Underwriters have agreed to
      purchase, you may in your discretion arrange for yourself or for another
      party or parties (including any other non-defaulting Underwriter or
      Underwriters who so agree) to purchase the shares of the Securities to
      which such default relates on the terms contained herein. If within five
      calendar days after such a default you do not arrange for the purchase of
      the shares of the Securities to which such default relates as provided in
      this Section 9, this Agreement shall thereupon terminate, without
      liability on the part of the Guarantor or the Trust with respect thereto
      (except in each case as provided in Sections 5, 7 and 8 hereof) or the
      several Underwriters, but nothing in this Agreement shall relieve a
      defaulting Underwriter or Underwriters of its or their liability, if any,
      to the other several Underwriters and the Guarantor or the Trust for
      damages occasioned by its or their default hereunder.

            (c)  If the shares of the Securities to which the default relates
      are to be purchased by the non-defaulting Underwriters, or are to be
      purchased by another party or parties as aforesaid, you or the Guarantor
      shall have the right to postpone the Closing Date for a period, not
      exceeding five business days, in order to effect whatever changes may
      thereby be made necessary in the Registration Statement or the Final
      Prospectus or in any other documents and arrangements, and each of the
      Guarantor and the Trust

                                      -19-
<PAGE>

      agrees to file promptly any amendment or supplement to the Registration
      Statement or the Final Prospectus which, in the opinion of Underwriters'
      Counsel, may thereby be made necessary or advisable. The term
      "Underwriter" as used in this Agreement shall include any party
      substituted under this Section 9 with like effect as if it had originally
      been a party to this Agreement with respect to such Securities.

            10.  Survival of Representations and Agreements. All representations
warranties, covenants and agreements of the Underwriters and the Guarantor and
the Trust contained in this Agreement, including the representations and
warranties contained in Section 1, the agreements contained in Sections 4 and 5,
the indemnity agreements contained in Section 7 and the contribution agreements
contained in Section 8, shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any Underwriter or any
controlling person thereof or by or on behalf of the Guarantor and the Trust,
any of its officers and directors or any controlling person thereof, and shall
survive delivery of and payment for the Securities to and by the several
Underwriters. The representations contained in Section 1 and the agreements
contained in Sections 5, 7, 8, 10 and 11 hereof shall survive the termination of
this Agreement including pursuant to Section 11 hereof.

            11.  Effective Date of this Agreement and Termination.
                 ------------------------------------------------

            (a)  This Agreement shall become effective as of the time, after the
      Registration Statement becomes effective, of the release by you for
      publication of the first newspaper advertisement which is subsequently
      published relating to the Securities or the time, after the Registration
      Statement becomes effective, when the Securities are first released by you
      for offering by you or dealers by letter or telegram, whichever shall
      first occur. You or the Guarantor and the Trust may prevent this Agreement
      from becoming effective without liability of any party to any other party,
      except as noted below in this Section 11, by giving the notice indicated
      in Section 11(c) before the time this Agreement becomes effective.

            (b)  You shall have the right to terminate this Agreement at any
      time prior to the Closing Date if, after the date hereof: (i) any domestic
      or international event or act or occurrence has materially disrupted, or
      in your opinion will in the immediate future materially disrupt, the
      securities markets; (ii) a general suspension of, or a general limitation
      on prices for, trading in securities on the NYSE or the American Stock
      Exchange or in the over-the-counter market; (iii) a banking moratorium
      shall have been declared either by Federal or New York State authorities;
      (iv) there shall have occurred any outbreak or material escalation of
      hostilities or other calamity or crisis the effect of which on the
      financial markets of the United States or on the United States is such as
      to make it, in the judgment of the Underwriters, impracticable to market
      the Securities; (v) any restriction materially adversely affecting the
      distribution of the Securities which was not in effect on the date hereof
      shall have become effective; or (vi) there shall have been such change in
      the market for the securities of either the Trust or the Guarantor or
      securities in general or in political, financial or economic conditions as
      in your judgment makes it inadvisable to proceed with the offering, sale
      and delivery of the Securities on the terms contemplated by the Final
      Prospectus.

                                      -20-
<PAGE>

            (c)  Any notice of termination pursuant to this Section 11 shall be
      by telephone, telex, or telegraph, confirmed in writing by letter.

            12.  Notice. All communications hereunder, except as may be
otherwise specifically provided herein, shall be in writing and, if sent to you
shall be mailed, delivered, or telexed or telecopied and confirmed in writing,
to such Underwriter c/o Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New
York 10167, Attention: Corporate Finance Department; if sent to the Guarantor or
the Trust, shall be mailed, delivered, or telexed or telecopied and confirmed in
writing to the Guarantor, 245 Park Avenue, New York, NY 10167, Attention: Chief
Financial Officer.

            13.  Parties. This Agreement shall inure solely to the benefit of,
and shall be binding upon, the several Underwriters, the Guarantor and the Trust
and the controlling persons, directors, officers, employees and agents referred
to in Sections 7 and 8, and their respective successors and assigns, and no
other person shall have or be construed to have any legal or equitable right,
remedy or claim under or in respect of or by virtue of this Agreement or any
provision herein contained. The term "successors and assigns" shall not include
a purchaser, in its capacity as such, of Securities from any of the
Underwriters. Notwithstanding anything contained in this Agreement to the
contrary, all of the obligations of the Underwriters hereunder are several and
not joint.

            14.  Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

            15.  Construction. This Agreement shall be construed in accordance
with the laws of the State of New York without regard to principles of conflict
of law.

                                      -21-

<PAGE>

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us four counterparts hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Trust,
the Guarantor and the several Underwriters.

                                    Very truly yours,


                                    BEAR STEARNS CAPITAL TRUST III

                                    By:   THE BEAR STEARNS COMPANIES INC.,
                                          AS DEPOSITOR

                                    By: /s/ Samuel L. Molinaro Jr.
                                       -----------------------------------------
                                       Samuel L. Molinaro Jr.
                                       Chief Operating Officer and
                                       Senior Vice President - Finance


                                    THE BEAR STEARNS COMPANIES INC.

                                    By: /s/ Samuel L. Molinaro Jr.
                                       -----------------------------------------
                                       Samuel L. Molinaro Jr.
                                       Chief Operating Officer and
                                       Senior Vice President - Finance

The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written on behalf of
themselves and as Representatives of
the several underwriters listed in
Schedule I hereto.

BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
      INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY INC.
UBS WARBURG LLC
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
FIRST UNION SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
QUICK & REILLY, INC.
WELLS FARGO VAN KASPER, LLC

By:   BEAR, STEARNS & CO. INC.

By:   /s/ Timothy O'Neill
      -------------------------------------------
      Timothy O'Neill
      Senior Managing Director
<PAGE>

                                   SCHEDULE I



                                                              Number of Shares
                                                                 of Securities
Underwriters                                                   to be Purchased
------------                                                   ---------------

Bear, Stearns & Co. Inc................................................977,000
Leham Brothers Inc.....................................................973,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.....................973,000
Morgan Stanley & Co. Incorporated......................................973,000
Prudential Securities Incorporated.....................................973,000
Salomon Smith Barney Inc...............................................973,000
UBS Warburg LLC........................................................973,000
Banc of America Securities LLC.........................................275,000
Banc One Capital Markets, Inc..........................................275,000
First Union Securities, Inc............................................275,000
J.P. Morgan Securities Inc.............................................275,000
Quick & Reilly, Inc....................................................275,000
Wells Fargo Van Kasper, LLC............................................275,000
ABN AMRO Incorporated..................................................106,000
A.G. Edwards & Sons, Inc...............................................106,000
BB&T Capital Markets, A division of Scott and Stringfellow, Inc. ......106,000
CIBC World Markets Corp................................................106,000
Dain Rauscher Wessles..................................................106,000
Goldman, Sachs & Co....................................................106,000
HSBC Securities (USA) Inc..............................................106,000
McDonald Investments Inc., A KeyCorp Company...........................106,000
Morgan Keegan & Company, Inc...........................................106,000
U.S. Bancorp Piper Jaffray Inc.........................................106,000
Advest Inc..............................................................25,000
Blaylock & Partners, L.P................................................25,000
Charles Schwab & Co. Inc................................................25,000
Crowell, Weeden & Co....................................................25,000
Fahnestock & Co. Inc....................................................25,000
Fifth Third Securities Inc..............................................25,000
H&R BLOCK Financial Advisors, Inc.......................................25,000
Janney Montgomery Scott LLC.............................................25,000
Legg Mason Wood Walker, Inc.............................................25,000
Muriel Siebert & Co. Inc................................................25,000
Raymond James & Associates, Inc.........................................25,000
The Robinson-Humphrey Company, LLC......................................25,000
Stephens Inc............................................................25,000
Stifel, Nicolaus & Company Incorporated.................................25,000
TD Securities (USA) Inc.................................................25,000

                                      -24-
<PAGE>

Tucker Anthony Incorporated.............................................25,000
Utendahl Capital Partners, L.P..........................................25,000
Wachovia Securities, Inc................................................25,000
The Williams Capital Group, L.P.........................................25,000

                                                            Total...10,000,000
                                                                    ==========












                                      -25-
<PAGE>

                                   SCHEDULE II



Registration Statement No. 333-66861; 333-66861-01


TITLE OF SECURITIES

      7.80% Trust Issued Preferred Securities

NUMBER OF SECURITIES:

      10,000,000 shares to be purchased on the Closing Date

      Up to an additional 1,500,000 shares to be purchased on the Second Closing
      Date

PURCHASE PRICE BY UNDERWRITERS PER SECURITY:

      $25.00

UNDERWRITERS' COMPENSATION PER SECURITY:

      $.7875

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

      Immediately available funds by wire transfer

AMOUNT OF COMMON SECURITIES:

      309,279 shares

TRUST AGREEMENT:

      Trust Agreement, dated as of May 10, 2001, between The Bear Stearns
      Companies Inc. and the trustees named therein, as amended and restated by
      the Amended and Restated Trust Agreement, to be dated as of May 10, 2001,
      among The Bear Stearns Companies Inc., as Depositor, The Chase Manhattan
      Bank, as Property Trustee, and Chase Manhattan Bank USA, National
      Association, as Delaware Trustee, the administrators named therein and the
      holders, from time to time, of the Securities and the Common Securities.

DESIGNATION OF SUBORDINATED DEBENTURES:

      7.80% Junior Subordinated Deferrable Interest Debentures due 2031

AGGREGATE PRINCIPAL AMOUNT OF SUBORDINATED DEBENTURES:

      $257,731,975

                                      -26-
<PAGE>


INDENTURE:

      Indenture, dated as of December 16, 1998, between The Bear Stearns
      Companies Inc. and The Chase Manhattan Bank, as Trustee; the First
      Supplemental Indenture, dated as of December 16, 1998, between The Bear
      Stearns Companies Inc. and The Chase Manhattan Bank, as Trustee; and the
      Second Supplemental Indenture, dated as of May 10, 2001, between The Bear
      Stearns Companies Inc. and The Chase Manhattan Bank, as Trustee.

GUARANTEE:

      Guarantee Agreement, dated as of May 10, 2001, between The Bear Stearns
      Companies Inc. as Guarantor, and The Chase Manhattan Bank, as Guarantee
      Trustee.

CLOSING DATE:

      May 10, 2001 at 10:00 a.m. (New York City time)

CLOSING LOCATION:

      Kramer Levin Naftalis & Frankel LLP
      919 Third Avenue
      New York, New York  10022






                                      -27-
<PAGE>

                                  SCHEDULE III


                  (i)  Each of the Guarantor, Bear, Stearns & Co. Inc. ("Bear
            Stearns"), Bear, Stearns Securities Corp. ("BSSC"), Bear, Stearns
            International Limited ("BSIL") and Bear Stearns Holdings Limited
            ("BSHL") is a corporation duly organized, validly existing and in
            good standing under the laws of its jurisdiction of incorporation,
            and has all requisite corporate power and authority to own, lease
            and operate its properties and to carry on its business as described
            in the Final Prospectus. Each of the Guarantor, Bear Stearns, BSSC,
            BSIL, BSHL and Bear Stearns Capital Trust III is duly qualified to
            transact business and is in good standing as a foreign corporation
            in each jurisdiction in which such qualification is required,
            whether by reason of ownership or leasing of property or conduct of
            business, except where the failure to so qualify would not have a
            Material Adverse Effect. All of the outstanding shares of capital
            stock of Bear Stearns, BSSC, BSIL and BSHL is owned of record and,
            to our knowledge, beneficially by the Guarantor and by Bear Stearns,
            respectively, in each case free and clear, to our knowledge, of any
            lien, security interest or other encumbrance.

                  (ii)  The execution, delivery and performance by the Guarantor
            of the Indenture, the Guarantee and the Trust Agreement and the
            consummation by the Guarantor of the transactions contemplated
            thereby have been duly authorized by all necessary corporate action
            on the part of the Guarantor. Each of the Indenture, the Guarantee
            and the Trust Agreement has been duly and validly executed and
            delivered by the Guarantor and (assuming the due authorization,
            execution and delivery thereof by the Trustee) constitutes the
            legal, valid and binding obligation of the Guarantor, enforceable
            against it in accordance with its terms, subject to applicable
            bankruptcy, insolvency, fraudulent conveyance, reorganization,
            moratorium and similar laws affecting creditors' rights and remedies
            generally and subject, as to enforceability, to general principles
            of equity, including principles of commercial reasonableness, good
            faith and fair dealing (regardless of whether enforcement is sought
            in a proceeding at law or in equity).

                  (iii)  The Guarantor has all requisite corporate power to
            authorize, create and issue the Subordinated Debentures, and the
            Subordinated Debentures, when duly executed by the Guarantor,
            authenticated by the Debenture Trustee pursuant to the terms of the
            Indenture, and sold and delivered by the Guarantor pursuant to the
            Indenture, will be duly authorized and legally issued and will
            constitute binding obligations of the Guarantor entitled to the
            benefits of the Indenture in accordance with the terms of such
            Subordinated Debentures, subject to applicable bankruptcy,
            insolvency, fraudulent conveyance, reorganization, moratorium and
            similar laws affecting creditors' rights and remedies generally and
            subject, as to enforceability, to general principles of equity,
            including principles of commercial reasonableness, good faith and
            fair dealing (regardless of whether enforcement is sought in a
            proceeding at law or in equity). The statements in the Final

                                      -28-
<PAGE>

            Prospectus insofar as they purport to summarize certain provisions
            of documents specifically referred to therein, are accurate
            summaries in all material respects.

                  (iv)  The Guarantor has all requisite corporate power and
            authority to execute and deliver the Underwriting Agreement and to
            perform its obligations thereunder. The execution, delivery and
            performance by the Guarantor of the Underwriting Agreement and the
            consummation by the Guarantor of the transactions contemplated
            thereby have been duly authorized by all necessary corporate action
            on the part of the Guarantor. The Underwriting Agreement has been
            duly and validly executed and delivered by the Guarantor and
            (assuming the due authorization, execution and delivery by the other
            parties hereto), constitutes the legal, valid and binding obligation
            of the Guarantor, enforceable against it in accordance with its
            terms, subject to the applicable bankruptcy, insolvency, fraudulent
            conveyance, reorganization, moratorium and similar laws affecting
            creditors' rights and remedies generally and subject, as to
            enforceability, to general principles of equity, including
            principles of commercial reasonableness, good faith and fair dealing
            (regardless of whether enforcement is sought in a proceeding at law
            or in equity), and except to the extent that rights to
            indemnification and contribution thereunder may be limited by
            federal or state securities laws or public policy relating thereto.

                  (v)  The execution and delivery of the Underwriting Agreement,
            the Indenture, the Guarantee and the Trust Agreement, the
            consummation of the transactions contemplated thereby and compliance
            by the Guarantor with any of the provisions thereof will not (i)
            conflict with or violate any of the terms, conditions or provisions
            of the Certificate of Incorporation or By-Laws of the Guarantor,
            (ii) conflict with, or result in a breach of any of the terms of, or
            constitute a default (or an event which with notice or lapse of
            time, or both, would constitute a default) or require consent under,
            or result in imposition of, any lien or encumbrance upon any
            property or assets of the Guarantor pursuant to the terms of, any
            material document, agreement or other instrument of which we are
            aware to which the Guarantor is a party or by which it is bound,
            (iii) conflict with or violate any New York, Delaware corporate or
            federal law or regulation (other than federal and state securities
            or "blue sky" laws, as to which we express no opinion in this
            sentence), or (iv) conflict with or violate any judgment, writ,
            injunction, decree, order or ruling of any court or governmental
            authority binding on the Guarantor of which we are aware. No
            consent, approval, waiver, license or authorization or other action
            by or filing with any New York, Delaware corporate or federal
            governmental authority is required in connection with the execution
            and delivery by the Guarantor of the Underwriting Agreement, the
            Indenture, the Guarantee, and the Trust Agreement or the
            consummation by the Guarantor of the transactions contemplated
            thereby except for those that (i) may be required by Rule 424(b)
            promulgated under the 1933 Act, (ii) may be required under federal
            and state securities or blue sky laws, as to which we express no
            opinion or (iii) have been made under the 1933 Act or the Trust
            Indenture Act.

                                      -29-
<PAGE>

                  (vi)  Neither the Trust nor the Guarantor is or, after giving
            effect to the offering and sale of the Securities, will be an
            "investment company" or an entity "controlled" by an "investment
            company", as such terms are defined in the Investment Company Act.

                  (vii)  The Registration Statement, as of its effective date,
            and the Final Prospectus, as of its issue date and as of the date
            hereof, complied and comply as to form in all material respects with
            the requirements of the 1933 Act and the Trust Indenture Act and the
            rules and regulations thereunder (except that no opinion is
            expressed herein with respect to the financial statements and notes
            thereto, the financial statement schedules and the other financial,
            statistical and accounting data included or incorporated by
            reference therein or that should have been included therein).

                  (viii)  To our knowledge, based upon telephonic confirmation
            from the Commission, the Registration Statement was declared
            effective under the 1933 Act and, to our knowledge, no stop order
            suspending the effectiveness of the Registration Statement has been
            issued and no proceedings therefor have been initiated or threatened
            by the Commission. Any required filing of the Basic Prospectus, any
            Preliminary Final Prospectus and the Final Prospectus, and any
            amendments thereto, pursuant to Rule 424(b) has been made in the
            manner and within the time period required by Rule 424(b).

                  (ix)  To our knowledge, based on telephone confirmation from
            the Commission, the Indenture and the Guarantee have been qualified
            under the Trust Indenture Act.

                  We have participated in conferences with directors, officers
      and other representatives of the Guarantor, representatives of the
      Underwriters and representatives of Kramer Levin Naftalis & Frankel LLP,
      counsel for the Underwriters, at which conferences the contents of the
      Registration Statement or the Final Prospectus and related matters were
      discussed, and, although we have not independently verified and are not
      passing upon and assume no responsibility for the accuracy, completeness
      or fairness of the statements contained in the Registration Statement or
      the Final Prospectus, no facts have come to our attention that lead us to
      believe that the Registration Statement, on the effective date thereof,
      contained or contains an untrue statement of a material fact or omitted or
      omits to state a material fact required to be stated therein or necessary
      to make the statements contained therein, in light of the circumstances
      under which they were made, not misleading (it being understood that we
      express no view with respect to the financial statements and notes
      thereto, the financial statement schedules and the other financial,
      statistical and accounting data included or incorporated by reference in
      the Registration Statement or the Final Prospectus).

                                      -30-
<PAGE>

                                   SCHEDULE IV


            To the best of my knowledge, there are no legal or governmental
proceedings pending or threatened that are required to be disclosed in the Final
Prospectus, other than those disclosed therein, and there is no pending legal or
governmental proceeding to which the Guarantor or any subsidiary of the
Guarantor is a party or of which any of their property is the subject that is
not described in the Final Prospectus, including ordinary routine litigation
incidental to the business, which, if adversely decided, will have a material
adverse effect upon the operations, business or assets of the Guarantor and its
subsidiaries considered as one enterprise.












                                      -31-
<PAGE>

                                   SCHEDULE V

                  (i)  The Trust has been duly created and is validly existing
            in good standing as a business trust under the Delaware Business
            Trust Act, and all filings required under the laws of the State of
            Delaware with respect to the creation and valid existence of the
            Trust as a business trust have been made.

                  (ii)  Under the Delaware Business Trust Act and the Trust
            Agreement, the Trust has the trust power and authority to own
            property and conduct its business, all as described in the Final
            Prospectus.

                  (iii)  The Trust Agreement constitutes a valid and binding
            obligation of the Guarantor and the Trustees, and is enforceable
            against the Guarantor and the Trustees, in accordance with its
            terms, subject to the effect upon the Trust Agreement of (i)
            bankruptcy, insolvency, moratorium, receivership, reorganization,
            liquidation, fraudulent conveyance or transfer and other similar
            laws relating to or affecting the rights and remedies of creditors
            generally, (ii) principles of equity, including applicable law
            relating to fiduciary duties (regardless of whether considered and
            applied in a proceeding in equity or at law), and (iii) the effect
            of applicable public policy on the enforceability of provisions
            relating to indemnification or contribution.

                  (iv)  Under the Delaware Business Trust Act and the Trust
            Agreement, the Trust has the trust power and authority to (a)
            execute and deliver this Agreement and to perform its obligations
            hereunder and (b) issue and perform its obligations under the
            Securities and the Common Securities.

                  (v)  Under the Delaware Business Trust Act and the Trust
            Agreement, the execution and delivery by the Trust of this Agreement
            and the performance by the Trust of its obligations hereunder, have
            been duly authorized by all necessary trust action on the part of
            the Trust.

                  (vi)  The Securities have been duly authorized by the Trust
            Agreement and duly and validly issued and, subject to the
            qualifications set forth herein, are fully paid and nonassessable
            undivided beneficial interests in the assets of the Trust and are
            entitled to the benefits provided by the Trust Agreement; the
            holders of the Securities (the "Securityholders"), as beneficial
            owners 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; provided that such counsel may note that the
            Securityholders may be obligated, pursuant to the Trust Agreement,
            to (a) provide indemnity and/or security in connection with and pay
            taxes or governmental charges arising from transfers or exchanges of
            Securities certificates and the issuance of replacement Securities
            certificates and (b) provide security and indemnity in connection

                                      -32-
<PAGE>

            with requests of or directions to the Property Trustee (as defined
            in the Trust Agreement) to exercise its rights and remedies under
            the Trust Agreement.

                  (vii)  The Common Securities have been duly authorized by the
            Trust Agreement and represent validly issued undivided beneficial
            interests in the assets of the Trust.

                  (viii)  Under the Delaware Business Trust Act and the Trust
            Agreement, the issuance of the Securities and the Common Securities
            is not subject to preemptive rights.

                  (ix)  The issuance and sale by the Trust of the Securities and
            the Common Securities, the execution, delivery and performance by
            the Trust of this Agreement, the consummation by the Trust of the
            transactions contemplated hereby and compliance by the Trust with
            its obligations hereunder and thereunder do not violate (a) any of
            the provisions of the Certificate of Trust of the Trust or the Trust
            Agreement, or (b) any applicable Delaware law or administrative
            regulation.

                  (x)  Assuming that the Trust derives no income from or
            connected with services provided within the State of Delaware and
            has no assets, activities (other than maintaining the Delaware
            Trustee (as defined in the Trust Agreement) and the filing of
            documents with the Secretary of State of the State of Delaware) or
            employees in the State of Delaware, no authorization, approval,
            consent or order of any Delaware court or governmental authority or
            agency is required to be obtained by the Trust solely in connection
            with the issuance and sale of the Securities and the Common
            Securities. In rendering the opinion expressed in this paragraph
            (xi), such counsel need express no opinion concerning the securities
            laws of the State of Delaware.

                  (xi)  Assuming that the Trust derives no income from or
            connected with services provided within the State of Delaware and
            has no assets, activities (other than maintaining the Delaware
            Trustee and the filing of documents with the Secretary of State of
            the State of Delaware) or employees in the State of Delaware and
            that the Trust is treated as a grantor trust for federal income tax
            purposes, the Securityholders (other than those holders of the
            Securities who reside or are domiciled in the State of Delaware)
            will have no liability for income taxes imposed by the State of
            Delaware solely as a result of their participation in the Trust, and
            the Trust will not be liable for any income tax imposed by the State
            of Delaware.


                                      -33-
<PAGE>

                                   SCHEDULE VI

            (i)  They are independent certified public accountants with respect
to the Guarantor and its subsidiaries within the meaning of the Securities Act,
the Exchange Act and the applicable published rules and regulations thereunder.

            (ii)  In their opinion, the consolidated financial statements and
any supplementary financial information and schedules examined or audited by
them and included in the Final Prospectus as amended or supplemented comply as
to form in all material respects with the applicable accounting requirements of
the 1933 Act or the 1934 Act, as applicable, and the published rules and
regulations thereunder.

            (iii)   They have performed certain specified procedures, not
constituting an audit, including a reading of the unaudited interim consolidated
financial statements of the Guarantor incorporated by reference in the Final
Prospectus, as amended or supplemented, and of the latest available unaudited
interim consolidated financial data of the Guarantor; a reading of the minutes
of the meetings and consents of the stockholders, the Board of Directors and the
Executive Committee of the Board of Directors of the Guarantor and of each of
the Significant Subsidiaries (as such term defined in Rule 405 of Regulation C
of the Regulations) of the Guarantor since the end of the most recent fiscal
year with respect to which an audit report has been issued; inquiries of certain
officials of the Guarantor who have responsibility for financial and accounting
matters with respect to the unaudited consolidated financial statements
incorporated by reference in the Final Prospectus, as and the latest available
unaudited interim consolidated financial data of the Guarantor.

            (iv)  Nothing came to their attention as a result of the foregoing
procedures that caused them to believe that:

                  (a)(i)  The unaudited consolidated financial statements
            described in paragraph (iii) above incorporated by reference in the
            Final Prospectus comply as to form in all material respects with the
            applicable accounting requirements of the Acts and with the related
            published rules and regulations and (ii) any material modifications
            should be made to the unaudited consolidated financial statements
            for them to be conformity with generally accepted accounting
            principles; or

                  (b)  as of a specified date not more than five days prior to
            the date of such letter and as of the date of the latest available
            unaudited consolidated monthly financial data of the Guarantor,
            there was any change in the capital stock or long-term indebtedness
            of the Guarantor and its subsidiaries or any decrease in the
            stockholders' equity of the Guarantor, in each case as compared with
            the amounts shown on the most recent unaudited consolidated
            statement of financial condition of the Guarantor included and
            incorporated by reference in the Final Prospectus, or during the
            period from the date of such statement of financial condition to the
            date of the latest available unaudited consolidated financial data
            of the Guarantor, there were any decreases, as compared with the
            corresponding period in the preceding year, in consolidated

                                      -34-
<PAGE>

            revenues, revenue net of interest expense, if any, and net income of
            the Guarantor and its subsidiaries, except in each such case for
            changes or decreases set forth in or contemplated by the Final
            Prospectus, or except for such changes or decreases set forth in
            such letter.

            (v)  They have performed certain other specified procedures as a
result of which they determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting, financial or
statistical information derived from the general accounting records of the
Guarantor and its subsidiaries) set forth in the Final Prospectus, including the
information included or incorporated in certain specified Items of the
Guarantor's Annual Report on Form 10-K, incorporated in the Final Prospectus, as
amended or supplemented, and the information included in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included or incorporated in the Guarantor's Quarterly Reports on Form 10-Q,
incorporated in the Final Prospectus, agrees with the accounting records of the
Guarantor and its subsidiaries, excluding any questions of legal interpretation.

            (vi)  In addition to the examination referred to in their report
included or incorporated by reference in the Final Prospectus, and the limited
procedures referred to in paragraph (iii) above, they have provided such
additional information as the Underwriters reasonably request with respect to
certain amounts, percentages and financial information which are included or
incorporated by reference in the Final Prospectus, and have found such amounts,
percentages and financial information to be in agreement with the relevant
accounting records or computations therefrom.





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