Common use of Sch Clause in Contracts

Sch. B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel..............................A-1 BANKNORTH GROUP, INC. (a Maine corporation) and $150,000,000 3.750% Senior Notes due 2008 UNDERWRITING AGREEMENT April 23, 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. as Rep▇▇▇▇▇▇atives of the s▇▇▇▇▇l ▇▇▇▇▇▇▇▇ter▇ ▇▇▇ted in Schedule A c/o Lehman Brothers Inc. 745 Seventh Avenue ▇▇▇ York, New York 10019 Ladies a▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇., ▇ ▇▇▇▇▇ ▇▇rporation, (the "Company") confirms its agreement with Lehman Brothers Inc. ("Lehman Brothers"), Keefe, Bruyette & Woods, Inc. ("▇▇efe, Bruyette"), ▇▇▇ ▇▇ch of the oth▇▇ ▇▇de▇▇▇▇▇▇▇▇ na▇▇▇ ▇n Schedul▇ ▇ ▇er▇▇▇ (▇▇▇lectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Lehman Brothers and Keefe, Bruyette are acting as Representatives (in ▇▇▇▇ ▇apacity, the "▇▇▇▇▇se▇▇▇▇▇▇▇▇") with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 aggregate principal amount of the Company's 3.750% Senior Notes due 2008 in the respective amounts set forth in said Schedule A hereto (the "Securities"). The Securities will be issued pursuant to an Indenture, dated as of April 30, 2003 (as the same may be supplemented and amended from time to time, the "Indenture") between the Company and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The Securities are more fully described in the Prospectus (as defined below). The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-81980), as amended by Pre-

Sch. B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel..............................A-1 BANKNORTH GROUP, INC. (a Maine corporation) and $150,000,000 3.750% Senior Notes due 2008 UNDERWRITING AGREEMENT April 23, 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. as Rep1-6 Facsimile: +▇▇▇▇▇▇atives of the s▇▇▇▇▇l ▇▇▇▇▇▇▇▇ter▇ ▇▇ ▇▇ted in Schedule A c/o Lehman Brothers Inc. 745 Seventh Avenue ▇▇▇ York, New York 10019 Ladies a▇▇ ▇▇▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EUROPE/1016375840.10 Sch. 1-7 For value received, ▇▇▇., ▇ ▇▇▇▇▇ ▇▇rporation, each Guarantor (the "Company") confirms its agreement with Lehman Brothers Inc. ("Lehman Brothers"), Keefe, Bruyette & Woods, Inc. ("▇▇efe, Bruyette"), ▇▇▇ ▇▇ch of the oth▇▇ ▇▇de▇▇▇▇▇▇▇▇ na▇▇▇ ▇n Schedul▇ ▇ ▇er▇▇▇ (▇▇▇lectively the "Underwriters," which term shall also include includes any underwriter substituted as hereinafter provided in Section 10 hereof)successor Person under the Indenture) has, for which Lehman Brothers jointly and Keefeseverally, Bruyette are acting as Representatives (in ▇▇▇▇ ▇apacityunconditionally guaranteed, the "▇▇▇▇▇se▇▇▇▇▇▇▇▇") with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 aggregate principal amount of the Company's 3.750% Senior Notes due 2008 in the respective amounts extent set forth in said Schedule A hereto (the "Securities"). The Securities will be issued pursuant Indenture and subject to an Indenture, the provisions in the Indenture dated as of April 30November 16, 2003 2021 (as the same may be supplemented “Indenture”) (and amended from time subject in all cases to timethe limitations set forth in Section 10.02 of the Indenture), between, among others, Stillwater Mining Company, a public limited company incorporated under the laws of Delaware (the “Issuer”), the "Indenture") between the Company Guarantors party thereto, The Bank of New York Mellon, London Branch, as Trustee and Principal Paying Agent and The Bank of New YorkYork Mellon as Registrar, a New York banking corporation(a) the due and punctual payment of the principal of, as trustee premium on, if any, interest and Additional Amounts, if any, on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes, if lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the "Trustee")same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The Securities are more fully described in the Prospectus (as defined below). The Company understands that the Underwriters propose to make a public offering obligations of the Securities Guarantors to the Holders and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee as soon as the Representatives deem advisable after this Agreement has been executed and deliveredattorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein without definition have the respective meanings specified given to them in the Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-81980), as amended by Pre-Indenture.

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 EXHIBIT B FORM OF LOCK-UP LETTER...................................................................B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel..............................A-1 BANKNORTH </TABLE> ▇▇▇▇▇ RIVER GROUP, INC. (a Maine Delaware corporation) and o Shares of Common Stock ($150,000,000 3.750% Senior Notes due 2008 0.01 Par Value Per Share) UNDERWRITING AGREEMENT April 23o, 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. as Rep2005 ▇▇▇▇▇▇atives of the s▇▇▇▇▇l , ▇▇▇▇▇▇▇▇ter▇ & ▇▇▇ted in Schedule A ▇▇, Inc. as Representative of the several Underwriters c/o Lehman Brothers Inc. 745 Seventh Avenue ▇▇▇ YorkKeefe, New York 10019 Ladies a▇▇ ▇▇▇▇▇▇▇▇ & ▇▇: ▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇., ▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇rporation▇▇▇ River Group, Inc., a Delaware corporation (the "CompanyCOMPANY") ), confirms its agreement with Lehman Brothers Inc. ("Lehman Brothers"), Keefe, Bruyette & Woods, Inc. ("▇▇efe, Bruyette"), ▇▇▇ ▇▇ch of the oth▇▇ ▇▇de, ▇▇▇▇▇▇▇▇ na▇▇▇ ▇n Schedul▇ ▇ ▇er▇▇▇ (& ▇▇▇lectively ▇▇, Inc. ("KBW") and each of the other Underwriters named in Schedule A hereto (collectively, the "UnderwritersUNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Lehman Brothers and Keefe, Bruyette are whom KBW is acting as Representatives representative (in ▇▇▇▇ ▇apacitysuch capacity, the "▇▇▇▇▇se▇▇▇▇▇▇▇▇REPRESENTATIVE") ), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 aggregate principal amount the respective numbers of the Company's 3.750% Senior Notes due 2008 in [o] shares of Common Stock, $0.01 par value per share, of the respective amounts Company ("COMMON Stock") set forth in said Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [o] additional shares of Common Stock to cover over-allotments, if any. The aforesaid [o] shares of Common Stock (the "SecuritiesINITIAL SECURITIES"). The Securities will ) to be issued pursuant purchased by the Underwriters and all or any part of the [o] shares of Common Stock subject to an Indenturethe option described in Section 2(b) hereof (the "OPTION SECURITIES") are hereinafter called, dated as of April 30, 2003 (as the same may be supplemented and amended from time to timecollectively, the "Indenture") between SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company and The Bank of New Yorkto render services as, a New York banking corporation"qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, as trustee Inc. (the "TrusteeNASD")) with respect to the offering and sale of the Securities. The Securities are more fully described KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the Prospectus (as defined below). "INDEPENDENT UNDERWRITER." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem Representative deems advisable after this Agreement has been executed and delivered. Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company has filed with and the Underwriters agree that up to [o] shares of the Securities and Exchange Commission to be purchased by the Underwriters (the "CommissionRESERVED SECURITIES") a shelf registration statement on Form S-3 shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons (No. 333-81980the "INVITEES"), as amended part of the distribution of the Securities by Pre-the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.

Sch. B-1 A-1 EXHIBITS Exhibit A -- A-- Form of Opinion of Company's Counsel............................................ A-1 BANKNORTH GROUP, INC. Exhibit B-- Form of Opinion of Trust's Special Delaware Counsel.............................................. B-1 CHITTENDEN CORPORATION (a Maine Vermont corporation) and $150,000,000 3.750% Senior Notes due 2008 UNDERWRITING AGREEMENT April 23, 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. as Rep▇▇▇▇▇▇atives of the s▇▇▇▇▇l ▇▇▇▇▇▇▇▇ter▇ ▇▇▇ted in Schedule A c/o Lehman Brothers Inc. 745 Seventh Avenue ▇▇▇ York, New York 10019 Ladies a▇▇ ▇▇▇▇▇▇▇▇▇: ▇ CAPITAL TRUST [ ] (a Delaware statutory business trust) [ ] Capital Securities [ ]% Capital Securities (Liquidation Amount $25 Per Capital Security) UNDERWRITING AGREEMENT [ ], 200[ ] ▇▇▇▇▇▇ Brothers Inc. as Representative of the several Underwriters c/▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇., ▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇rporation, (the "Company") confirms its agreement with Lehman Brothers Inc. ("Lehman Brothers"), Keefe, Bruyette & Woods, Inc. ("▇▇efe, Bruyette"), ▇▇▇ ▇▇ch of the oth▇▇ ▇▇de▇▇▇▇▇▇▇▇ naCapital Trust [ ] (the "Trust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ss. ss. 3801 et seq.), confirms its agreement with ▇▇▇▇▇▇ Brothers Inc. ("▇n Schedul▇ ▇ ▇er▇▇▇▇ Brothers") and each of the other Underwriters named in Schedule A hereto (▇▇▇lectively collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Lehman Brothers and Keefe, Bruyette are acting as Representatives (in ▇▇▇▇ ▇apacity, the "whom ▇▇▇▇▇se▇▇▇▇▇▇▇▇▇ Brothers is acting as Representative (in such capacity, the "Representative") with respect to the issue and sale by the Company Trust and the purchase by the Underwriters, acting severally and not jointly, of [ ]% Capital Securities (liquidation amount $150,000,000 aggregate principal amount of the Company's 3.750% Senior Notes due 2008 25 per capital security) in the respective amounts numbers set forth in said Schedule A hereto (the "Initial Capital Securities")) and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Capital Securities to cover over-allotments, if any. The aforesaid [ ] Initial Capital Securities will be issued pursuant and all or part of the [ ] Capital Securities subject to an Indenturethe option described in Section 2(b) hereof (the "Option Capital Securities") are hereinafter called, dated as of April 30, 2003 (as the same may be supplemented and amended from time to timecollectively, the "Indenture") between the Company and Capital Securities." The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The Capital Securities are more fully described in the Prospectus (as defined below). The Capital Securities and the Common Securities, referred to below, will be guaranteed by Chittenden Corporation (a Vermont corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Securities Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company understands and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Capital Securities and the Common Securities, referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") and will be used by the Trust to purchase $ [ ] aggregate principal amount of [ ]% Junior Subordinated Debentures due [ ], 20[ ] (the "Debentures") issued by the Company and, if all or part of the Option Capital Securities are purchased, up to approximately an additional $[ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter called, collectively, the "Debentures." The Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, to be dated as of Closing Time (the "Trust Agreement"), among the Company, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and [ ], [ ] and [ ] as administrative trustees (the "Administrative Trustees" and together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of Closing Time (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Capital Securities, the Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the ProspectusProspectus (as defined below). The Company has and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NoNos. 333-81980333-[ ] and 333-[ ]-01), as amended by Pre-Pre-effective Amendment No. 1 thereto, including the related preliminary prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." The term "preliminary prospectus" means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B)...........................................A-1 EXHIBIT B FORM OF LOCK-UP LETTER.............................................B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel..............................A-1 BANKNORTH </TABLE> ▇▇▇▇▇ RIVER GROUP, INC. (a Maine Delaware corporation) and 4,444,000 Shares of Common Stock ($150,000,000 3.750% Senior Notes due 2008 0.01 Par Value Per Share) UNDERWRITING AGREEMENT April 23August 8, 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. as Rep2005 ▇▇▇▇▇▇atives of the s▇▇▇▇▇l , ▇▇▇▇▇▇▇▇ter▇ & ▇▇▇ted in Schedule A ▇▇, Inc. as Representative of the several Underwriters c/o Lehman Brothers Inc. 745 Seventh Avenue ▇▇▇ YorkKeefe, New York 10019 Ladies a▇▇ ▇▇▇▇▇▇▇▇ & ▇▇: ▇▇▇, Inc. 4th Floor ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇., ▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: ▇▇rporation▇▇▇ River Group, Inc., a Delaware corporation (the "CompanyCOMPANY") ), confirms its agreement with Lehman Brothers Inc. ("Lehman Brothers"), Keefe, Bruyette & Woods, Inc. ("▇▇efe, Bruyette"), ▇▇▇ ▇▇ch of the oth▇▇ ▇▇de, ▇▇▇▇▇▇▇▇ na▇▇▇ ▇n Schedul▇ ▇ ▇er▇▇▇ (& ▇▇▇lectively ▇▇, Inc. ("KBW") and each of the other Underwriters named in Schedule A hereto (collectively, the "UnderwritersUNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Lehman Brothers and Keefe, Bruyette are whom KBW is acting as Representatives representative (in ▇▇▇▇ ▇apacitysuch capacity, the "▇▇▇▇▇se▇▇▇▇▇▇▇▇REPRESENTATIVE") ), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150,000,000 aggregate principal amount the respective numbers of the Company's 3.750% Senior Notes due 2008 in 4,444,000 shares of Common Stock, $0.01 par value per share, of the respective amounts Company ("COMMON STOCK") set forth in said Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 666,600 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 4,444,000 shares of Common Stock (the "SecuritiesINITIAL SECURITIES"). The Securities will ) to be issued pursuant purchased by the Underwriters and all or any part of the 666,600 shares of Common Stock subject to an Indenturethe option described in Section 2(b) hereof (the "OPTION SECURITIES") are hereinafter called, dated as of April 30, 2003 (as the same may be supplemented and amended from time to timecollectively, the "Indenture") between SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company and The Bank of New Yorkto render services as, a New York banking corporation"qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities Dealers, as trustee Inc. (the "TrusteeNASD")) with respect to the offering and sale of the Securities. The Securities are more fully described KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the Prospectus (as defined below). "INDEPENDENT UNDERWRITER." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem Representative deems advisable after this Agreement has been executed and delivered. Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company has filed with and the Underwriters agree that up to 255,530 shares of the Securities and Exchange Commission to be purchased by the Underwriters (the "CommissionRESERVED SECURITIES") a shelf registration statement on Form S-3 shall be reserved for sale by the Underwriters to the Company's directors, officers, employees, agents, brokers and related persons (No. 333-81980the "INVITEES"), as amended part of the distribution of the Securities by Pre-the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD and all other applicable laws, rules and regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.

Sch. A-1 Schedule B -- Information Provided by Underwriters.................................................Sch. B-1 EXHIBITS Exhibit A -- Form of Opinion of Company's Counsel..............................A-1 BANKNORTH GROUP, INCOGE ENERGY CORP. (a Maine corporationAN OKLAHOMA CORPORATION) ____ SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE PURCHASE AGREEMENT , To: Ladies and $150,000,000 3.750% Senior Notes due 2008 UNDERWRITING AGREEMENT April 23Gentlemen: OGE Energy Corp., 2003 Lehman Brothers Inc. Keefe, Bruyette & Woods, Inc. as Rep▇▇▇▇▇▇atives of the s▇▇▇▇▇l ▇▇▇▇▇▇▇▇ter▇ ▇▇▇ted in Schedule A c/o Lehman Brothers Inc. 745 Seventh Avenue ▇▇▇ York, New York 10019 Ladies a▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇., ▇ ▇▇▇▇▇ ▇▇rporation, an Oklahoma corporation (the "Company") ), confirms its agreement with Lehman Brothers Inc. (the "Lehman BrothersRepresentative"), Keefeand (collectively, Bruyette & Woodswith the Representative, Inc. ("▇▇efe, Bruyette"), ▇▇▇ ▇▇ch of the oth▇▇ ▇▇de▇▇▇▇▇▇▇▇ na▇▇▇ ▇n Schedul▇ ▇ ▇er▇▇▇ (▇▇▇lectively the "Underwriters," which term shall also include includes any underwriter substituted as hereinafter provided in Section 10 11 hereof), for which Lehman Brothers and Keefe, Bruyette are acting as Representatives (in ▇▇▇▇ ▇apacity, the "▇▇▇▇▇se▇▇▇▇▇▇▇▇") with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares (the "Firm Shares") and at the election of the Underwriters an aggregate of __________ additional shares (the "Option Shares") of common stock, par value $150,000,000 aggregate principal amount 0.01 per share, of the Company's 3.750% Senior Notes due 2008 , in each case, including the respective amounts set forth in said Schedule A hereto associated preferred stock purchase rights (the "SecuritiesCommon Stock"). The Securities will be issued Firm Shares and the Option Shares that the Underwriters elect to purchase pursuant to an Indenture, dated as of April 30, 2003 (as the same may be supplemented and amended from time to time, Section 2 are hereinafter collectively called the "Indenture") between the Company and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The Securities are more fully described in the Prospectus (as defined below). Shares." The Company understands that the Underwriters propose to make a public offering of the Securities Shares as soon as the Representatives they deem advisable after this Agreement has been executed and delivered. Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-81980)333- ) covering the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus or prospectuses. Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus in accordance with paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") or (ii) if the Company elects to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective is referred to as the "Offering Terms." Each prospectus used before such registration statement became effective, and any prospectus that omitted the Offering Terms, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by Pre-reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Offering Terms, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Shares is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated , together with the Term Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.