Exhibit 1.1




                          LITCHFIELD CAPITAL TRUST I


                 10% Series A Trust Issued Preferred Securities
                 (liquidation amount $10 per preferred security)
                                  guaranteed by

                        LITCHFIELD FINANCIAL CORPORATION
                ------------------------------------------------

                             UNDERWRITING AGREEMENT



                                          May 13, 1999


TUCKER ANTHONY CLEARY GULL FERRIS,  BAKER WATTS  INCORPORATED c/o Tucker Anthony
Cleary Gull One Beacon Street Boston, Massachusetts 02108

Ladies and Gentlemen:

         Litchfield  Capital Trust I, a statutory  business  trust created under
the laws of the  State of  Delaware  (the  "Trust"),  and  Litchfield  Financial
Corporation,  a Massachusetts corporation (the "Company"), on its own behalf and
as depositor and sponsor of the Trust and as guarantor,  propose, subject to the
terms  and  conditions  stated  herein,  that the  Trust  issue  and sell to the
Underwriters  named in Schedule I hereto (the  "Underwriters")  for whom you are
acting as the representatives (the  "Representatives") an aggregate of 2,500,000
(the "Firm  Securities")  and,  at the  election of the  Underwriters,  up to an
additional  375,000 (the  "Optional  Securities"),  of 10% Series A Trust Issued
Preferred   Securities   (liquidation   amount  $10  per  preferred   security),
representing  preferred  undivided  beneficial  interests  in the  assets of the
Trust,  guaranteed on a  subordinated  basis by the Company as to the payment of
distributions,  and as to payments on liquidation  or redemption,  to the extent
set forth in a guarantee agreement (the "Guarantee") between the Company and The
Bank of New York, as trustee (the "Guarantee Trustee").  The Firm Securities and
the Optional  Securities  that the  Underwriters  elect to purchase  pursuant to
Section 2 hereof are referred to collectively as the "Preferred Securities." The
Trust is to purchase,  with the proceeds of the sale of the Preferred Securities
and up to 77,320 of its 10% Series A Trust Common Securities (liquidation amount
$10 per Common  Security) (not  including  11,598 if the  underwriters  exercise
their over-allotment  option) (the "Common  Securities," and,  collectively with
the  Preferred  Securities,  the  "Trust  Securities"),   $25,773,200  aggregate
principal  amount (or  $29,639,180  aggregate  principal  amount  assuming  full
exercise by the Underwriters of the  over-allotment  option described herein) of
10%  Series  A  Junior  Subordinated  Debentures  due  2029  (the  "Subordinated
Debentures") of the

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Company,  to be issued  pursuant to an Indenture (the  "Indenture")  between the
Company and The Bank of New York, as trustee (the "Indenture Trustee").

         The Company  will be the holder of 100% of the Common  Securities.  The
Trust will be subject to the terms of an Amended  and  Restated  Declaration  of
Trust (the "Trust Agreement"),  among the Company, as Depositor, The Bank of New
York, as Property Trustee ("Property Trustee"), The Bank of New York (Delaware),
as Delaware Trustee (the "Delaware  Trustee") and three individual  trustees who
are  employees  or officers of or  affiliated  with the  Company  (the  "Regular
Trustees"), and the holders from time to time, of undivided beneficial interests
in the assets of the Trust. The Property  Trustee,  the Delaware Trustee and the
Regular Trustees are collectively referred to herein as the "Trustees."

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

     a. The Trust and the Company  have filed with the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities  Act"),  a  registration  statement on Form S-3  (Registration  Nos.
333-76285,  333-76285-01 and  333-76285-02),  including the related  preliminary
prospectus   relating  to  the  offering  of  the  Preferred   Securities,   the
Subordinated Debentures and the Guarantee, have filed such amendments thereto as
may have been  required  as of the date  hereof,  and will file such  additional
amendments as may hereafter be required.  Copies of such registration  statement
and any amendments,  including any post- effective amendments,  and all forms of
the related  prospectuses  contained therein and any supplements  thereto,  have
been delivered to the Underwriters.  Such registration statement,  including the
prospectus, prospectus supplement, Part II, all financial schedules and exhibits
thereto, and all information deemed to be a part of such Registration  Statement
pursuant to Rule 430A under the Securities Act, at the time when it shall become
effective,  together with any registration statement filed by the Trust pursuant
to Rule 462(b) of the Securities Act, is herein referred to as the "Registration
Statement," and the prospectus and prospectus supplement included as part of the
Registration  Statement  on file  with the  Commission  that  discloses  all the
information  that was omitted from the prospectus on the effective date pursuant
to Rule 430A of the Rules and  Regulations  (as  defined  below) and in the form
filed pursuant to Rule 424(b) under the Securities Act is herein  referred to as
the "Final  Prospectus."  The prospectus and prospectus  supplement  included as
part of the Registration  Statement on the date when the Registration  Statement
became  effective  is  referred  to herein as the  "Effective  Prospectus."  Any
prospectus and prospectus supplement included in the Registration  Statement and
in any  amendment  thereto  prior  to the  effective  date  of the  Registration
Statement is referred to herein as a "Preliminary  Prospectus."  For purposes of
this  Agreement,   "Rules  and  Regulations"  mean  the  rules  and  regulations
promulgated by the Commission under either the Securities Act or the

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Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable.

     b. The Commission has not issued any order preventing or suspending the use
of any Preliminary Prospectus,  and each Preliminary Prospectus,  at the time of
filing  thereof,  complied with the  requirements  of the Securities Act and the
Rules and  Regulations,  and 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 the light of the  circumstances
under which they were made, not  misleading;  except that the foregoing does not
apply to  statements or omissions  made in reliance upon and in conformity  with
written  information  furnished to the Company or the Trust by the  Underwriters
specifically  for use therein (it being  understood that the only information so
provided is certain  information  included in the  second,  eighth and  eleventh
paragraphs under the caption  "Underwriting" in the Final Prospectus).  When the
Registration  Statement becomes effective and at all times subsequent thereto up
to and  including  the First  Closing  Date (as  hereinafter  defined),  (i) the
Registration  Statement,  the Effective  Prospectus and Final Prospectus and any
amendments or supplements thereto will contain all statements which are required
to be stated therein in accordance with the Securities Act, the Exchange Act and
the  Rules  and  Regulations  and  will  comply  with  the  requirements  of the
Securities Act, the Exchange Act and the Rules and Regulations, and (ii) neither
the Registration  Statement,  the Effective  Prospectus nor the Final Prospectus
nor any amendment or supplement  thereto will 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 are made, not misleading; except that the foregoing does not apply to
statements or omissions  made in reliance  upon and in  conformity  with written
information   furnished  to  the  Company  or  the  Trust  by  the  Underwriters
specifically  for use therein (it being  understood that the only information so
provided is certain  information  included in the  second,  eighth and  eleventh
paragraphs under the caption "Underwriting" in the Final Prospectus).

     c. The Company and each subsidiary of the Company (as used herein, the term
"subsidiary" includes any corporation, joint venture or partnership in which the
Company  or  any  subsidiary  of the  Company  has a 50%  or  greater  ownership
interest) is duly organized and validly  existing and in good standing under the
laws of the respective jurisdictions of their organization or incorporation,  as
the case may be,  with full  power and  authority  (corporate,  partnership  and
other, as the case may be) to own their  properties and conduct their businesses
as now conducted and are duly  qualified or authorized to do business and are in
good standing in all  jurisdictions  wherein the nature of their business or the
character  of  property  owned or leased may  require  them to be  qualified  or
authorized to

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do business,  except for  jurisdictions in which the failure to so qualify would
not have a material adverse effect on the Company and its subsidiaries  taken as
a whole.  The Company  and its  subsidiaries  hold all  licenses,  consents  and
approvals,  and have satisfied all  eligibility  and other similar  requirements
imposed by federal and state regulatory bodies, administrative agencies or other
governmental  bodies,  agencies  or  officials,  in each case as material to the
conduct of the respective  businesses in which they are engaged in the Effective
Prospectus and the Final Prospectus.

     d. The outstanding stock of each of the Company's corporate subsidiaries is
duly  authorized,  validly  issued,  fully  paid and  nonassessable.  All of the
outstanding  stock  of  each  of  the  Company's  corporate  subsidiaries  owned
beneficially  and  of  record  by the  Company  is  owned  clear  of  any  lien,
encumbrance, pledge, equity or claim of any kind. Neither the Company nor any of
its  subsidiaries  is a partner or joint  venturer in any  partnership  or joint
venture.

     e. The Trust has been duly  created and is validly  existing as a statutory
business  trust in good  standing  under the Business  Trust Act of the State of
Delaware (the "Delaware  Business Trust Act") with the trust power and authority
to own  property  and conduct  its  business as  described  in the  Registration
Statement,  Effective Prospectus and Final Prospectus and has conducted and will
conduct no business other than the  transactions  contemplated by this Agreement
and described in the  Registration  Statement,  Effective  Prospectus  and Final
Prospectus;  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
Registration Statement;  based on expected operations and current law, the Trust
is not and will not be classified as an association taxable as a corporation for
United States  federal  income tax purposes;  and the Trust is not a party to or
subject to any action, suit or proceeding of any nature;

     f. The Preferred  Securities  have been duly and validly  authorized by the
Trust,  and,  when issued and  delivered  to the  Underwriters  against  payment
therefor as provided herein, will be duly and validly issued and, subject to the
terms of the Trust Agreement, fully paid and non-assessable undivided beneficial
interests in the assets of the Trust and will conform to the description thereof
contained  in  the  Registration  Statement,   Effective  Prospectus  and  Final
Prospectus and will be in  substantially  the form previously  delivered to you;
the issuance of the  Preferred  Securities is not subject to preemptive or other
similar rights;  the Preferred  Securities will have the rights set forth in the
Trust Agreement, and the terms of the Preferred Securities are valid and binding
on the Trust;  the holders of the Preferred  Securities (the  "Securityholders")
will be entitled to the same limitation of personal liability

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extended to stockholders of private  corporations for profit organized under the
General Corporation Law of the State of Delaware;

     g. The Common Securities have been duly and validly authorized by the Trust
and upon  delivery  by the Trust to the  Company  against  payment  therefor  as
described  in  the  Registration  Statement,   Effective  Prospectus  and  Final
Prospectus,  will be duly and validly issued undivided  beneficial  interests in
the assets of the Trust and will conform to the description thereof contained in
the  Registration  Statement,  Effective  Prospectus and Final  Prospectus;  the
issuance of the Common  Securities is not subject to preemptive or other similar
rights; and at the First Closing Date (as defined in Section 2c hereof),  all of
the issued and outstanding Common Securities of the Trust will be directly owned
by the  Company  free and clear of any Lien (as  defined  below);  and the Trust
Securities are the only interests authorized to be issued by the Trust;

     h. This Agreement has been duly  authorized,  executed and delivered by the
Company and the Trust and  constitutes a valid and binding  agreement of each of
the  Company  and the Trust,  enforceable  against  the Company and the Trust in
accordance  with their terms. No consent,  approval,  authorization or order of
any court or  governmental  agency or body or third  party is  required  for the
performance of this Agreement by the Company or the Trust or the consummation by
the Company or the Trust of the  transactions  contemplated  hereby or under the
Guarantor Agreements (as defined herein),  except such as have been obtained and
such as may be required by the National Association of Securities Dealers,  Inc.
("NASD") or under the  Securities  Act, or state  securities or Blue Sky laws in
connection with the purchase and distribution of the Preferred  Securities,  the
Guarantee and the  Subordinated  Debentures.  The Company's  performance of this
Agreement and the Guarantor Agreements, and by the Trust to the extent the Trust
is a  party  to  such  agreements,  and  the  consummation  of the  transactions
contemplated  hereby  and  thereby,  and the  issuance  and  sale  of the  Trust
Securities  by the  Trust,  will not  result  in a breach  or  violation  of, or
conflict  with,  any of the terms and  provisions  of, or  constitute a material
default under, the Trust Agreement, any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which the Company or any of
its  subsidiaries  or the Trust is a party or to which the Company or any of its
subsidiaries or the Trust or any of their respective  properties is subject, the
Articles of Organization or bylaws of the Company or any of its  subsidiaries or
any statute or any judgment,  decree,  order, rule or regulation of any court or
governmental  agency or body applicable to the Company, or any subsidiary or any
of their respective properties. Neither the Company nor any subsidiary is (i) in
violation of its Articles of Organization,  (ii) in violation of any partnership
agreement or joint venture agreement,  as the case may be, (iii) in violation of
its bylaws or any law, administrative rule or regulation or arbitrators' or

                                        5





administrative  or court  decree,  judgment or order or (iv) in  violation of or
default  (there  being no existing  state of facts which with notice or lapse of
time or both would constitute a default) in the performance or observance of any
obligation,   agreement,  covenant  or  condition  contained  in  any  contract,
indenture,  deed of trust, mortgage,  loan agreement,  note, lease, agreement or
other  instrument  or permit to which it is a party or by which it or any of its
properties is or may be bound.

     i. The Guarantee, the Subordinated Debentures,  the Trust Agreement and the
Indenture  (collectively,  the  "Guarantor  Agreements")  have  each  been  duly
authorized  and,  when executed and  delivered by the Company,  will  constitute
valid and legally binding obligations of the Company,  enforceable in accordance
with their respective terms,  except to the extent (A) that enforcement  thereof
may  be  limited  by (1)  bankruptcy,  insolvency,  reorganization,  moratorium,
fraudulent  conveyance or other similar laws now or hereafter in effect relating
to the rights of  creditors  generally,  and (2)  general  principles  of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity); and (B) with respect to the Indenture,  the waiver contained in Section
6.06  of the  Indenture  may be  deemed  unenforceable.  Each  of the  Preferred
Guarantee,  the Trust  Agreement and the Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended.

     j. The Subordinated Debentures are entitled to the benefits provided by the
Indenture;  each of the Guarantor  Agreements  will conform to the  descriptions
thereof in the  Registration  Statement  and will be in  substantially  the form
previously delivered to you.

     k. The documents  that are  incorporated  by reference in the  Registration
Statement,  Effective  Prospectus and Final Prospectus or from which information
is so incorporated by reference,  when they become  effective or were filed with
the Commission,  as the case may be, complied in all material  respects with the
requirements  of the Securities Act or the Exchange Act, as applicable,  and the
Rules and Regulations of the Commission thereunder.

     l. The Company has full legal right,  power and  authority to authorize the
offering of the Subordinated Debentures and the Guarantee,  to execute,  deliver
and perform  this  Agreement  and to issue,  sell and  deliver the  Subordinated
Debentures and the Guarantee.

     m. The Trust has full legal right,  power and  authority  to authorize  the
offering  of the  Preferred  Securities,  to execute,  deliver and perform  this
Agreement and to sell and deliver the Preferred  Securities to the  Underwriters
as provided herein.

                                       6





     n. The  capitalization  of the  Company as of  December  31, 1998 is as set
forth under the caption  "Capitalization"  in the Effective  Prospectus  and the
Final  Prospectus,  and  the  Guarantee,  the  Subordinated  Debentures  and the
Preferred  Securities  conform  to the  descriptions  thereof  in the  Effective
Prospectus and the Final  Prospectus.  All the issued shares of capital stock of
the Company have been duly  authorized  and validly  issued,  are fully paid and
nonassessable.  None of the issued  shares of capital  stock of the Company have
been issued in violation of any preemptive or similar  rights.  No holder of any
security of the  Company has or will have any right to require the  registration
of such security by virtue of any  transaction  contemplated  by this agreement.
The Preferred  Securities  have been duly  authorized by the Trust Agreement and
are duly and validly issued and, subject to the qualifications set forth herein,
fully paid and non-assessable  undivided  beneficial  interests in the assets of
the Trust and will entitle the  Securityholders  to the benefits provided by the
Trust   Agreement   (subject  to  the  terms  of  the  Trust   Agreement).   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.  The  Underwriters  will receive good and  marketable  title to the
Preferred Securities to be issued and delivered hereunder, free and clear of all
liens,  encumbrances,  claims, security interests,  restrictions,  stockholders'
agreements and voting trusts whatsoever.

     o. All  offers  and  sales of the  Company's  securities  prior to the date
hereof  were  at  all  relevant  times  duly   registered  or  exempt  from  the
registration  requirements of the Securities Act and were duly registered or the
subject of an available  exemption  from the  registration  requirements  of the
applicable state securities or Blue Sky laws, or if not registered in compliance
with the applicable  federal and state securities laws, any actions arising from
such failure to register any such securities are barred by applicable statute of
limitations.

     p. The  consolidated  financial  statements  and the  related  notes of the
Company,  incorporated by reference in the Registration Statement, the Effective
Prospectus  and the Final  Prospectus  present  fairly the  financial  position,
results of  operations  and changes in  financial  position and cash flow of the
Company  and its  subsidiaries,  at the dates and for the  periods to which they
relate and have been prepared in accordance with generally  accepted  accounting
principles applied on a consistent basis throughout the periods  indicated.  The
other  financial  statements  and schedules  incorporated  by reference in or as
schedules  to the  Registration  Statement  conform to the  requirements  of the
Securities  Act,  the  Exchange  Act and the Rules and  Regulations  and present
fairly the information  presented  therein for the periods shown.  The financial
and  statistical  data  set  forth in the  Effective  Prospectus  and the  Final
Prospectus under the captions "Use of Proceeds,"

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and  "Summary   Financial   Information  of  Litchfield"   fairly  presents  the
information  set forth therein on the basis stated in the  Effective  Prospectus
and the  Final  Prospectus.  Ernst & Young  LLP,  whose  reports  appear  in the
Effective  Prospectus and the Final Prospectus,  are independent  accountants as
required by the Securities Act and the Rules and Regulations.

     q. Subsequent to March 31, 1999, neither the Company nor any subsidiary nor
the Trust has sustained any material loss or  interference  with its business or
properties from fire, flood, hurricane,  earthquake, accident or other calamity,
whether  or not  covered  by  insurance,  or from any labor  dispute or court or
governmental  action,  order or decree,  which is not disclosed in the Effective
Prospectus and the Final  Prospectus;  and subsequent to the respective dates as
of which  information  is given in the  Registration  Statement,  the  Effective
Prospectus  and the Final  Prospectus,  (i)  neither  the Company nor any of its
subsidiaries nor the Trust has incurred any material liabilities or obligations,
direct or  contingent,  or entered  into any  material  transactions  not in the
ordinary  course of  business,  and (ii)  there  has not been any  change in the
capital stock, partnership interests, joint venture interests, long-term debt or
obligations  under capital  leases of the Company and its  subsidiaries,  or any
issuance of options,  warrants  or rights to purchase  the capital  stock of the
Company,  or any adverse  change,  or any  development  involving a  prospective
adverse change in the management,  business, prospects,  financial position, net
worth or results of  operations of the Company or its  subsidiaries,  taken as a
whole,  or the Trust except in each case as described in or  contemplated by the
Effective Prospectus and the Final Prospectus.

     r.  Except  as  described  in  the  Effective   Prospectus  and  the  Final
Prospectus, there is not pending, or to the knowledge of the Company threatened,
any action, suit,  proceeding,  inquiry or investigation,  to which the Company,
any of its  subsidiaries or any of their officers or directors is a party, or to
which the  property  of the  Company or any  subsidiary  is  subject,  before or
brought by any court or  governmental  agency or body,  wherein  an  unfavorable
decision,  ruling or finding could prevent or materially hinder the consummation
of this  Agreement  or  result in a  material  adverse  change  in the  business
condition  (financial or other),  prospects,  financial  position,  net worth or
results of operations of the Company or its subsidiaries.

     s. There are no contracts or other documents required by the Securities Act
or by the Rules and Regulations to be described in the  Registration  Statement,
the Effective  Prospectus or the Final  Prospectus or to be filed as exhibits to
the Registration Statement which have not been described or filed as required.


                                        8





     t.  Except  as  described  in  the  Effective   Prospectus  and  the  Final
Prospectus,  the Company and each of its  subsidiaries  have good and marketable
title to all real and material  personal  property owned by them, free and clear
of all liens,  charges,  encumbrances  or defects except those  reflected in the
financial statements hereinabove  described.  The real and personal property and
buildings referred to in the Effective Prospectus and the Final Prospectus which
are leased  from  others by the Company  are held under  valid,  subsisting  and
enforceable  leases.  The  Company or its  subsidiaries  owns or leases all such
properties as are necessary to its operations as now conducted.

     u. The Company's system of internal accounting controls taken as a whole is
sufficient to meet the broad objectives of internal  accounting  control insofar
as those  objectives  pertain  to the  prevention  or  detection  of  errors  or
irregularities  in amounts  that would be material in relation to the  Company's
financial  statements;  and, except as disclosed in the Effective Prospectus and
the Final  Prospectus,  neither the Company nor any of its  subsidiaries nor any
employee or agent of the Company or any subsidiary has made any payment of funds
of the Company or any  subsidiary or received or retained any funds in violation
of any law, rule or regulation.

     v. The Company and its subsidiaries have filed all federal, state and local
income,  excise and franchise tax returns  required to be filed through the date
hereof  and have  paid all  taxes  shown as due  therefrom;  and there is no tax
deficiency  that has been, nor does the Company or any subsidiary have knowledge
of any tax deficiency which is likely to be, asserted against the Company or its
subsidiaries,  which if  determined  adversely  could  materially  and adversely
affect the earnings, assets, affairs, business prospects or condition (financial
or other) of the Company or its subsidiaries.

     w. The Company and its subsidiaries operate their respective  businesses in
conformity in all material respects with all applicable  statutes,  common laws,
ordinances,  decrees,  orders, rules and regulations of governmental bodies. The
Company and its subsidiaries have all licenses, approvals or consents to operate
their  respective  businesses  in all  locations  in which such  businesses  are
currently being operated,  and the Company and its subsidiaries are not aware of
any existing or imminent matter which may adversely  impact their  operations or
business  prospects  other  than  as  specifically  disclosed  in the  Effective
Prospectus  and  the  Final  Prospectus.  The  Company  has not  engaged  in any
activity,  whether alone or in concert with one of its  customers,  creating the
potential for exposure to material civil or criminal monetary liability or other
material  sanctions  under  federal or state  laws  regulating  consumer  credit
transactions, debt collection practices or land sales practices.


                                        9





     x. Neither the Company nor any of its subsidiaries have failed to file with
the applicable regulatory authorities any statement, report, information or form
required by any  applicable  law,  regulation or order where the failure to file
the  same  would  have  a  material  adverse  effect  on  the  Company  and  its
subsidiaries, taken as a whole; all such filings or submissions were in material
compliance  with  applicable  laws  when  filed  and no  deficiencies  have been
asserted by any regulatory commission,  agency or authority with respect to such
filings or  submissions.  Neither the Company nor any of its  subsidiaries  have
failed to maintain in full force and effect any license or permit  necessary  or
proper for the conduct of its business,  or received any  notification  that any
revocation  or  limitation  thereof is  threatened  or pending,  and,  except as
disclosed in the Effective  Prospectus  and the Final  Prospectus,  there is not
pending  any change  under any law,  regulation,  license or permit  which could
materially  adversely  affect its  business,  operations,  property  or business
prospects.  Neither the Company nor any of its  subsidiaries  have  received any
notice of violation of or been threatened with a charge of violating and are not
under investigation with respect to a possible violation of any provision of any
law, regulation or order.

     y. No labor dispute  exists with the Company's  employees or with employees
of its subsidiaries or is imminent which could  materially  adversely affect the
Company or any of its subsidiaries.  The Company is not aware of any existing or
imminent  labor  disturbance  by  its  employees  or by  any  employees  of  its
subsidiaries  which  could  be  expected  to  materially  adversely  affect  the
condition (financial or otherwise), results of operations,  properties, affairs,
management,  business affairs or business prospects of the Company or any of its
subsidiaries.

     z.  Except  as  disclosed  in  the  Effective   Prospectus  and  the  Final
Prospectus,  the Company and its subsidiaries own or possess,  or can acquire on
reasonable terms, the licenses, copyrights,  trademarks, service marks and trade
names presently  employed by them in connection with the businesses now operated
by them, and neither the Company nor any of its  subsidiaries  have received any
notice of  infringement  of or  conflict  with  asserted  rights of others  with
respect to any of the foregoing which, alone or in the aggregate, if the subject
of an  unfavorable  decision,  ruling or finding,  would  result in any material
adverse  change in the  condition,  financial or otherwise,  or in the earnings,
business affairs or business prospects of the Company or its subsidiaries.

     aa.  Neither  the  Company  nor  any of its  subsidiaries,  nor  any of the
directors,  officers,  employees  or agents of the Company and its  subsidiaries
have taken and will not take,  directly or  indirectly,  any action  designed to
cause or result  in, or which has  constituted  or which  might be  expected  to
constitute, stabilization or manipulation of the price of any security of the

                                       10





Company in  connection  with the  offering,  the sale or resale of the Preferred
Securities.

     bb. The  Company  and each of its  subsidiaries  are insured by insurers of
reorganized financial  responsibility  against such losses and risks and in such
amounts  as are  prudent  and  customary  in the  businesses  in which  they are
engaged;  and  the  Company  has no  reason  to  believe  that  it or any of its
subsidiaries will not be able to renew their existing  insurance coverage as and
when such coverage  expires or to obtain similar  coverage from similar insurers
as may be  necessary to continue  their  respective  businesses  at a comparable
cost.

     cc. The Company is not, and will not become as a result of the offering and
sale  of the  Trust  Securities  and  Subordinated  Debentures,  an  "investment
company"  within the  meaning of such term under the  Investment  Company Act of
1940 and the rules and regulations of the Commission thereunder.

     dd.  The  Company  is in  compliance  in all  material  respects  with  all
presently  applicable  provisions of the Employee Retirement Income Security Act
of 1974, as amended,  including the  regulations  and published  interpretations
thereunder  ("ERISA");  no "reportable event" (as defined in ERISA) has occurred
with respect to any  "pension  plan" (as defined in ERISA) for which the Company
would have any  liability;  the Company has not  incurred and does not expect to
incur  liability  under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue  Code of 1986,  as amended,  including  the  regulations  and  published
interpretations  thereunder (the "Code"),  and each "pension plan" for which the
Company would have any liability that is intended to be qualified  under Section
401(a) of the Code is so  qualified  in all  material  respects  and nothing has
occurred,  whether by action or by failure to act, which would cause the loss of
such qualification.

     ee. The Preferred  Securities  have been approved for listing on the Nasdaq
National Market subject to notice of issuance.

         2.       Purchase, Sale and Delivery of the Preferred Securities.

     a.  On  the  basis  of  the  representations,  warranties,  agreements  and
covenants  herein  contained and subject to the terms and conditions  herein set
forth,  the Trust and the  Company  agree that the Trust shall issue and sell to
the  Underwriters,  and the  Underwriters,  severally and not jointly,  agree to
purchase at a purchase price of $10 per Preferred  Security,  the number of Firm
Securities set forth opposite the Underwriters' names in Schedule I hereto.


                                       11





     b. The Trust and the Company  also grant to the  Underwriters  an option to
purchase, solely for the purpose of covering over-allotments in the sale of Firm
Securities,  all or any portion of the Optional Securities at the purchase price
per  Preferred  Security  set forth  above.  The  option  granted  hereby may be
exercised as to all or any part of the Optional Securities at any time within 30
days  after  the  date  the  Registration   Statement  becomes  effective.   The
Underwriters  shall  not be  under  any  obligation  to  purchase  any  Optional
Securities  prior to the exercise of such option.  The option granted hereby may
be exercised by the  Underwriters  giving written notice to the Company  setting
forth the number of Optional  Securities  to be purchased  and the date and time
for delivery of and payment for such  Optional  Securities  and stating that the
Optional  Securities  referred  to  therein  are to be used for the  purpose  of
covering  over-allotments  in connection with the  distribution  and sale of the
Firm  Securities.  If such notice is given prior to the First  Closing  Date (as
defined herein),  the date set forth therein for such delivery and payment shall
not be earlier than two full business days thereafter or the First Closing Date,
whichever  occurs  later.  If such notice is given on or after the First Closing
Date,  the date set forth  therein for such  delivery  and payment  shall not be
earlier than three full business days  thereafter.  In either event, the date so
set forth  shall not be more than 15 full  business  days after the date of such
notice.  The date and time set forth in such notice is herein called the "Option
Closing Date." Upon exercise of the option,  the Company shall become  obligated
to sell to the Underwriters, and, subject to the terms and conditions herein set
forth, the Underwriters  shall become obligated to purchase,  for the account of
each  Underwriter,  from the Company,  severally and not jointly,  the number of
Optional  Securities  specified in such  notice.  Optional  Securities  shall be
purchased  for the account of the  Underwriters  in  proportion to the number of
Firm Securities set forth opposite the Underwriter's  name in Schedule I hereto,
except that the purchase  obligations of the  Underwriters  shall be adjusted so
that the  Underwriters  shall not be obligated to purchase  fractional  Optional
Securities.

     c. A global  certificate or  certificates  in definitive  form for the Firm
Securities  which the  Underwriters  have agreed to purchase  hereunder shall be
delivered  by or on  behalf  of the  Trust  to  the  Underwriters,  through  the
facilities of DTC, for the accounts of the  Underwriters  against payment by the
Underwriters or on their behalf of the purchase price therefor by same day funds
to an account  designated by the Trust,  such time of delivery  against  payment
being herein referred to as the "First Closing Date." The First Closing Date and
the Option  Closing  Date are herein  individually  referred to as the  "Closing
Date" and collectively  referred to as the "Closing Dates." A global certificate
or  certificates  in  definitive  form for the  Optional  Securities  which  the
Underwriters  shall  have  agreed  to  purchase  hereunder  shall  be  similarly
delivered  by or on behalf  of the  Trust on the  Option  Closing  Date  against
payment by the Underwriters or on its

                                       12





behalf  of the  purchase  price  in the  manner  set  forth  above.  The  global
certificate or certificates in definitive form for the Preferred Securities will
be in good delivery form and in such  denominations and registered in such names
as Tucker  Anthony  Cleary  Gull may request not less than 48 hours prior to the
First  Closing  Date or the  Option  Closing  Date,  as the  case  may be.  Such
certificate or certificates will be made available for checking at the office of
DTC or its  designated  custodian,  at least 24 hours prior to the First Closing
Date or the Option Closing Date, as the case may be. The Preferred Securities to
be purchased by the  Underwriters  hereunder  will be represented by one or more
global Preferred  Securities in book-entry form which will be deposited by or on
behalf of the Trust with DTC or its designated custodian.

     d. As compensation to the Underwriters for their commitments hereunder, and
in view of the fact that the  proceeds of the sale of the  Preferred  Securities
will be used by the Trust to purchase the Subordinated Debentures of the Company
at each Closing Date, the Company will pay to the  Underwriters  an amount equal
to $.40 per Preferred  Security for the Preferred  Securities to be delivered by
the Company at such Closing Date.

         3.  Offering  by the  Underwriters.  After the  Registration  Statement
becomes effective,  the Underwriters propose to offer for sale to the public the
Firm Securities and any Optional  Securities  which may be sold at the price and
upon the terms set forth in the Final Prospectus.

         4. Covenants of the Company. Each of the Company and the Trust, jointly
and severally, covenants and agrees with the Underwriters:

     a. To comply with the provisions of and make all requisite filings with the
Commission  pursuant  to  Rules  424(b),  430A  and  462(b)  of  the  Rules  and
Regulations and to notify the Underwriters  promptly (in writing,  if requested)
of all such filings;  to notify the Underwriters  promptly of any request by the
Commission for any amendment of or supplement to the Registration Statement, the
Effective Prospectus or the Final Prospectus or for additional  information;  to
prepare  and  file  with  the  Commission,  promptly  upon  the  request  of the
Underwriters,  any amendments of or supplements to the  Registration  Statement,
the Effective  Prospectus or the Final Prospectus  which, in the  Underwriters's
reasonable  opinion,  may be  necessary  or  advisable  in  connection  with the
distribution  of the Preferred  Securities;  and the Company and Trust shall not
file any amendment of or supplement to the Registration Statement, the Effective
Prospectus  or the Final  Prospectus  which is not approved by the  Underwriters
after  reasonable  notice thereof;  to advise the  Underwriters  promptly of the
issuance by the Commission or any  jurisdiction or other  regulatory body of any
stop order or other  order  suspending  the  effectiveness  of the  Registration
Statement,  suspending or preventing the use of any Preliminary Prospectus,  the
Effective Prospectus or the Final Prospectus or

                                       13





suspending the qualification of the Preferred Securities for offering or sale in
any jurisdiction, or of the institution of any proceedings for any such purpose;
and to use its best  efforts to prevent the  issuance of any stop order or other
such order and, should a stop order or other such order be issued,  to obtain as
soon as possible the lifting thereof.

     b. To take or  cause  to be taken  all  necessary  action  and  furnish  to
whomever the Underwriters  direct such information as may be reasonably required
in qualifying  the Preferred  Securities,  the  Subordinated  Debentures and the
Guarantee  for offer  and sale  under  the  securities  or Blue Sky laws of such
jurisdictions   as  the  Underwriters  may  designate  and  will  continue  such
qualifications in effect for as long as may be reasonably  necessary to complete
the distribution.  The Company and the Trust shall not be required to qualify as
a foreign corporation or trust or (except for the sole purpose of complying with
Blue Sky filing requirements) to file a general consent to service of process in
any  jurisdiction  where  it is not  presently  qualified  or  where it would be
subject to taxation as a foreign corporation or trust.

     c.  Within  the  time  during  which a  Final  Prospectus  relating  to the
Preferred Securities,  the Subordinated Debentures and the Guarantee is required
to be  delivered  under the  Securities  Act,  to comply  with all  requirements
imposed upon it by the Securities Act, as now and hereafter amended,  and by the
Rules and Regulations,  as from time to time in force, so far as is necessary to
permit the continuance of sales of or dealings in the Preferred Securities,  the
Subordinated  Debentures  and the Guarantee as  contemplated  by the  provisions
hereof and the Final  Prospectus.  If during such  period any event  occurs as a
result of which the Final  Prospectus  as then  amended  or  supplemented  would
include an untrue  statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances then
existing, not misleading,  or if during such period it is necessary to amend the
Registration  Statement or  supplement  the Final  Prospectus to comply with the
Securities Act, the Company and Trust shall promptly notify the Underwriters and
shall amend the  Registration  Statement or supplement the Final  Prospectus (at
the  expense of the  Company)  so as to correct  such  statement  or omission or
effect such compliance.

     d. To furnish without charge to the  Underwriters and make available to the
Underwriters copies of the Registration Statement (four of which shall be signed
and shall be accompanied by all exhibits,  including any which are  incorporated
by  reference,  which have not  previously  been  furnished),  each  Preliminary
Prospectus,   the  Effective  Prospectus  and  the  Final  Prospectus,  and  all
amendments  and  supplements  thereto,  including  any  prospectus or supplement
prepared after the effective date of the Registration Statement, in each case as
soon as available and in such quantities as the Underwriters

                                       14





may reasonably request. The Company and Trust will deliver to the Underwriters a
copy of each document  incorporated by reference in the Effective Prospectus and
the Final Prospectus which has not previously been furnished.

     e. To (i) deliver to the Underwriters at such office or offices as the
Underwriters  may  designate as many copies of the  Preliminary  Prospectus  and
Final  Prospectus as the  Underwriters  may reasonably  request,  and (ii) for a
period of not more than nine months  after the  Registration  Statement  becomes
effective,  send to the  Underwriters  as many  additional  copies  of the Final
Prospectus  and  any  supplement  thereto  as the  Underwriters  may  reasonably
request.

     f. To make generally  available to its security holders, in the manner
contemplated  by Rule 158(b) under the Securities Act as promptly as practicable
and in any event no later than 90 days  after the end of its  fiscal  quarter in
which the first anniversary of the effective date of the Registration  Statement
occurs, an earnings statement  satisfying the provisions of Section 11(a) of the
Securities  Act covering a period of at least 12  consecutive  months  beginning
after the effective date of the Registration Statement.

     g. At any time when the Company or the Trust is not subject to Section
13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of
Preferred Securities or Subordinated Debentures,  to furnish at the Company's or
the Trust's  expense,  as  appropriate,  upon  request,  to holders of Preferred
Securities  or  Subordinated  Debentures  and  prospective  purchasers  of  such
securities  information (the  "Additional  Issuer  Information")  satisfying the
requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act.

     h. To furnish to the holders of the  Preferred  Securities  as soon as
practicable  after the end of each fiscal  year an annual  report  (including  a
balance sheet and statements of income,  stockholders'  equity and cash flows of
the Company and its consolidated  subsidiaries  certified by independent  public
accountants)  and,  as soon as  practicable  after  the end of each of the first
three  quarters of each fiscal year  (beginning  with the fiscal  quarter ending
after the date of the Registration  Statement (unless such quarter is the fourth
fiscal  quarter,  in which case  beginning with the second fiscal quarter ending
after the date of the Registration  Statement)),  consolidated summary financial
information of the Company and its  subsidiaries  for such quarter in reasonable
detail.

     i.  During a period of five  years  from the date of the  Registration
Statement,  to  furnish to you  copies of all  reports  or other  communications
(financial or other) furnished to stockholders of the Company, and to deliver to
you (i) as soon as they are  available,  copies  of any  reports  and  financial
statements 15





furnished to or filed with the  Commission or any  securities  exchange on which
the  Preferred  Securities  or any class of securities of the Company is listed;
and (ii) such  additional  information  concerning  the business  and  financial
condition of the Company as you may from time to time  reasonably  request (such
financial statements to be on a consolidated basis to the extent the accounts of
the Company and its subsidiaries  are  consolidated in reports  furnished to its
stockholders generally or to the Commission).

     j. In the case of the  Company,  to issue the  Guarantee  concurrently
with the issue and sale of the Preferred Securities as contemplated herein.

     k. To apply  the net  proceeds  from  the  sale of the  Preferred
Securities,  in the case of the Trust, and the Subordinated  Debentures,  in the
case of the  Company,  as set forth under the caption  "Use of  Proceeds" in the
Final Prospectus.

     l. From time to time,  after the  effective  date of the  Registration
Statement  to file with the  Commission  such  reports  as are  required  by the
Securities Act, the Exchange Act and the Rules and  Regulations,  and shall also
file with state securities  commissions in states where the Preferred Securities
have been sold by the Underwriters  (as the Underwriters  shall have advised the
Company in writing)  such reports as are required to be filed by the  securities
acts and the regulations of those states.

     m. During the period beginning from the date hereof and continuing for
a period of 180 days after the date of the Effective  Prospectus,  not to offer,
issue, sell, contract to sell, grant any option (other than the grant of options
by the Company  pursuant to plans in effect on the date hereof) for the sale of,
or otherwise  dispose of  ("Transfer"),  directly or  indirectly,  (a) any trust
certificates  or  other  securities  of the  Trust  (other  than  the  Preferred
Securities  and the Common  Securities),  (b) any  preferred  stock or any other
security of the Company or its affiliates that is  substantially  similar to the
Preferred Securities, or (c) any other securities which are convertible into, or
exercisable  or  exchangeable  for, any of (a) and (b) above,  without the prior
consent  of  Tucker  Anthony  for a  period  of 180 days  after  the date of the
Effective Prospectus.

    n. To not take,  directly or indirectly,  any action  designed to
cause or result in, or which might  constitute  or be  expected  to  constitute,
stabilization  or  manipulation  of the price of any  security of the Company in
connection  with the offering,  the sale or resale of the Preferred  Securities,
the Guarantee or the Subordinated Debentures.

         5. Expenses.  The Company agrees with the Underwriters  that whether or
not the  transactions  contemplated  by this  Agreement are  consummated or this
Agreement becomes effective or is terminated,  the Company will pay all fees and
expenses incident to the performance

                                       16





of the obligations of the Company and the Trust  hereunder,  including,  but not
limited  to, (i) the fees,  disbursements  and  expenses  of the Trust's and the
Company's  counsel and accountants in connection with the issue of the Preferred
Securities and all other expenses in connection with the  preparation,  printing
and filing of the  Registration  Statement and any  amendments  and  supplements
thereto and the mailing and  delivering of copies  thereof to the  Underwriters;
(ii) the cost of printing or producing this Agreement,  the Indenture, the Trust
Agreement,  the Guarantee,  any Blue Sky and legal  investment  memorandum,  any
closing documents  (including any compilations  thereto) and any other documents
in connection  with the offering,  purchase,  sale and delivery of the Preferred
Securities;  (iii) the fees,  disbursements and expenses of Hutchins,  Wheeler &
Dittmar,  special  tax  counsel to the  Trust;  (iv) the cost of  preparing  the
Preferred Securities and the Subordinated Debentures;  (v) the fees and expenses
of the Trustees and any other agent  thereof and the fees and  disbursements  of
their  counsel,  including  the  fees  and  disbursements  of  counsel  for  the
Underwriters  in connection with such  qualification  and in connection with the
Blue  Sky  surveys;  and (vi) all  other  costs  and  expenses  incident  to the
performance of its 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 8 and 11 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 Preferred  Securities  by them,  and any
advertising  expenses connected with any offers they may make. The Company shall
not in any  event be  liable  to the  Underwriters  for the loss of  anticipated
profits from the transactions covered by this Agreement.

         6. Conditions of the Underwriters' Obligations.  The obligations of the
Underwriters to purchase and pay for the Firm Securities and Optional Securities
shall be subject,  in their discretion,  to the accuracy of the  representations
and  warranties of the Company and the Trust herein as of the date hereof and as
of the Closing Date as if made on and as of the Closing Date, to the accuracy of
the statements of the Company's officers made pursuant to the provisions hereof,
to the  performance  by the Company and the Trust of all of their  covenants and
agreements hereunder and to the following additional conditions:

               a. All filings  required by Rules 424,  430A and 462 of the Rules
          and  Regulations  shall have been made; no stop order  suspending  the
          effectiveness of the Registration Statement shall have been issued and
          no  proceedings  for  that  purpose  shall  have  been  instituted  or
          threatened  or,  to the  knowledge  of the  Company,  the Trust or the
          Underwriters,  shall be contemplated by the Commission; any request of
          the  Commission  for  additional  information  (to be  included in the
          Registration  Statement or the Final  Prospectus or  otherwise)  shall
          have been complied  with to the  Underwriters'  satisfaction;  and the
          NASD, upon review of the terms of the public offering of the Preferred
          Securities,  shall not have objected to such  offering,  such terms or
          the Underwriters' participation in the same.

               b. No  Underwriter  shall have  advised the Company and the Trust
          that the Registration Statement, Preliminary Prospectus, the Effective
          Prospectus or Final  Prospectus,  or any  amendment or any  supplement
          thereto,   contains  an  untrue   statement  of  fact  which,  in  the
          Representatives' reasonable judgment, is material, or omits to state a
          fact which, in the Representatives'

                                       17





          judgment,  is material  and is  required to be stated  therein or
          necessary  to make the  statements  therein  not  misleading,  and the
          Company and the Trust shall not have cured such  untrue  statement  of
          fact or stated a statement of fact required to be stated therein.

               c. The  Underwriters  shall have  received an opinion,  dated the
          Closing  Date,  from  Hutchins,  Wheeler  &  Dittmar,  A  Professional
          Corporation ("Hutchins,  Wheeler & Dittmar"), counsel for the Company,
          substantially to the effect that:

                           (1)      The  Company  is  validly  existing  in good
                                    standing as a corporation  under the laws of
                                    the  Commonwealth  of  Massachusetts,   with
                                    corporate  power  and  authority  to own its
                                    properties  and conduct its  business as now
                                    conducted,  and  is  duly  qualified  to  do
                                    business  as a foreign  corporation  in good
                                    standing  in all other  jurisdictions  where
                                    the  failure  to so  qualify  would  have  a
                                    material adverse effect upon the Company and
                                    its  subsidiaries  taken as a whole.  To the
                                    best knowledge of such counsel,  the Company
                                    holds all licenses,  certificates,  permits,
                                    franchises    and    authorizations     from
                                    governmental  authorities which are material
                                    to  the  conduct  of  its  business  in  all
                                    locations   in  which   such   business   is
                                    currently being conducted.

                           (2)      Each  of  the  Company's   subsidiaries   is
                                    validly  existing and in good  standing as a
                                    corporation  under  the laws of the state of
                                    its  incorporation or  organization,  as the
                                    case may be, with power and authority to own
                                    its  properties  and conduct its business as
                                    now  conducted,  and is  duly  qualified  or
                                    authorized  to do  business  and is in  good
                                    standing  in all other  jurisdictions  where
                                    the  failure  to so  qualify  would  have  a
                                    material adverse effect upon the business of
                                    the Company and its subsidiaries  taken as a
                                    whole. The outstanding  stock of each of the
                                    Company's  subsidiaries is duly  authorized,
                                    validly     issued,     fully    paid    and
                                    nonassessable. To the best knowledge of such
                                    counsel,  all of the  outstanding  stock  of
                                    each  of the  corporate  subsidiaries  owned
                                    beneficially and of record by the Company is
                                    owned   free  and   clear   of  all   liens,
                                    encumbrances,  equities  and claims.  To the
                                    best  knowledge of such counsel,  no options
                                    or  warrants  or other  rights to  purchase,
                                    agreements or other  obligations to issue or
                                    other rights to convert any obligations into
                                    any shares of capital  stock or of ownership
                                    interests   in   any   of   the    Company's
                                    subsidiaries  are  outstanding.  To the best
                                    knowledge  of  such  counsel,  each  of  the
                                    Company's  subsidiaries  holds all licenses,
                                    certificates,    permits,   franchises   and
                                    authorizations from governmental authorities
                                    which are  material  to the  conduct  of its
                                    business  in all  locations  in  which  such
                                    business is currently being conducted.

                                       18





                           (3)      The Company has full legal right,  power and
                                    authority to enter into this  Agreement  and
                                    the Guarantor Agreements, and this Agreement
                                    and  the  Guarantor  Agreements,   upon  due
                                    execution, authentication and delivery, have
                                    been   duly   authorized,    executed,   and
                                    delivered by the Company. This Agreement and
                                    the Guarantor  Agreements  constitute  valid
                                    and  legally  binding   obligations  of  the
                                    Company  enforceable  against the Company in
                                    accordance  with their terms,  except to the
                                    extent that (A)  enforcement  thereof may be
                                    limited  by  (1)   bankruptcy,   insolvency,
                                    fraudulent     transfer,     rehabilitation,
                                    conservation,  reorganization, moratorium or
                                    other  similar  laws  now  or  hereafter  in
                                    effect  relating to the rights of  creditors
                                    generally,  and (2)  general  principles  of
                                    equity (regardless of whether enforceability
                                    is  considered  in a proceeding at law or in
                                    equity);  (B) with respect to the Indenture,
                                    the waiver  contained in Section 6.06 of the
                                    Indenture may be deemed  unenforceable,  and
                                    (C)  with  respect  to this  Agreement,  the
                                    enforceability   of   indemnification    and
                                    contribution  provisions  may be  limited by
                                    federal  and state  securities  laws and the
                                    policies    underlying    such   laws.   The
                                    Subordinated  Debentures are entitled to the
                                    benefits provided by the Indenture.

                           (4)      No consent, approval, authorization or order
                                    of any court or governmental  agency or body
                                    or   third   party  is   required   for  the
                                    performance   of  this   Agreement   or  the
                                    Guarantor Agreements and or the consummation
                                    by   the   Company   of   the   transactions
                                    contemplated hereby and thereby, except such
                                    as have been obtained  under the  Securities
                                    Act and such as may be  required by the NASD
                                    and under state  securities or Blue Sky laws
                                    in   connection   with  the   purchase   and
                                    distribution  of the  Preferred  Securities,
                                    the   Guarantee    and   the    Subordinated
                                    Debentures.    The   performance   of   this
                                    Agreement and the Guarantor  Agreements  and
                                    the   consummation   of   the   transactions
                                    contemplated  hereby  and  thereby  will not
                                    conflict  with  or  result  in a  breach  or
                                    violation of any of the terms or  provisions
                                    of, or  constitute  a default by the Company
                                    under,  any  indenture,  mortgage,  deed  of
                                    trust,   loan  agreement,   lease  or  other
                                    agreement  or   instrument   known  to  such
                                    counsel  to which the  Company is a party or
                                    to which the  Company or its  properties  is
                                    subject,  the  Articles of  Organization  or
                                    bylaws of the Company,  any statute,  or any
                                    judgment,  decree, order, rule or regulation
                                    known  to  such  counsel  of  any  court  or
                                    governmental  agency or body  applicable  to
                                    the  Company or any of its  subsidiaries  or
                                    their properties.

                           (5)      Except as described in the Final Prospectus,
                                    there  is  not  pending,   or  to  the  best
                                    knowledge  of such counsel  threatened,  any
                                    action,   suit,   proceeding,   inquiry   or
                                    investigation,  to which the  Company or any
                                    of its  subsidiaries is a party, or to which
                                    the  property  of the  Company or any of its
                                    subsidiaries  is subject,  before or brought
                                    by

                                       19





                                    any  court or  governmental  agency or body,
                                    which,   if  determined   adversely  to  the
                                    Company  or any of its  subsidiaries,  could
                                    result in any material adverse change in the
                                    business,  financial position,  net worth or
                                    results of operations,  or could  materially
                                    adversely  affect the  properties or assets,
                                    of the Company or any of its subsidiaries.

                           (6)      To the best  knowledge of such  counsel,  no
                                    default  exists,  and no event has  occurred
                                    which with notice or after the lapse of time
                                    to cure or both, would constitute a default,
                                    in the due performance and observance of any
                                    term,   covenant   or   condition   of   any
                                    indenture,  mortgage,  deed of  trust,  loan
                                    agreement,   lease  or  other  agreement  or
                                    instrument  to which the  Company  or any of
                                    its subsidiaries is a party or to which they
                                    or their  properties are subject,  or of the
                                    Articles  of  Organization  or bylaws of the
                                    Company or any of its subsidiaries.

                           (7)      To the best  knowledge of such counsel after
                                    reasonable inquiry,  neither the Company nor
                                    any of its  subsidiaries  is in violation of
                                    any  law,   ordinance,   administrative   or
                                    governmental  rule or regulation  applicable
                                    to the  Company  or any of its  subsidiaries
                                    and   material   to  the   Company  and  its
                                    subsidiaries  taken as a whole or any decree
                                    of any court or governmental  agency or body
                                    having  jurisdiction over the Company or any
                                    of its subsidiaries.

                           (8)      The  Registration  Statement  and  all  post
                                    effective  amendments  thereto  have  become
                                    effective  under the Securities Act, and, to
                                    the best knowledge of such counsel,  no stop
                                    order  suspending the  effectiveness  of the
                                    Registration  Statement  has been issued and
                                    no  proceedings  for that  purpose have been
                                    instituted  or are  threatened,  pending  or
                                    contemplated by the Commission.  All filings
                                    required  by Rule 424 and  Rule  430A of the
                                    Rules and  Regulations  have been made;  the
                                    Registration   Statement,    the   Effective
                                    Prospectus  and  Final  Prospectus,  and any
                                    amendments or  supplements  thereto  (except
                                    for the financial  statements  and schedules
                                    included  therein as to which  such  counsel
                                    need  express  no  opinion),   as  of  their
                                    respective   effective   or   issue   dates,
                                    complied as to form in all material respects
                                    with the  requirements of the Securities Act
                                    and   the   Rules   and   Regulations;   the
                                    descriptions in the Registration  Statement,
                                    the  Effective   Prospectus  and  the  Final
                                    Prospectus of statutes,  regulations,  legal
                                    and governmental proceedings,  and contracts
                                    and  other  documents  are  accurate  in all
                                    material  respects  and  present  fairly the
                                    information  required to be stated; and such
                                    counsel  does  not  know of any  pending  or
                                    threatened     legal     or     governmental
                                    proceedings,    statutes   or    regulations
                                    required  to  be   described  in  the  Final
                                    Prospectus   which  are  not   described  as
                                    required  nor of any  contracts or documents
                                    of a character  required to be  described in
                                    the

                                       20





                                    Registration    Statement   or   the   Final
                                    Prospectus or to be filed as exhibits to the
                                    Registration   Statement   which   are   not
                                    described and filed as required.

                           In  addition to the  matters  set forth  above,  such
                           opinion  shall also include a statement to the effect
                           that  nothing  has  come  to the  attention  of  such
                           counsel   which  leads  them  to  believe   that  the
                           Registration Statement,  the Effective Prospectus and
                           the Final  Prospectus  or any amendment or supplement
                           thereto  contains an untrue  statement  of a material
                           fact or omits to state a material fact required to be
                           stated  therein or necessary  to make the  statements
                           therein not misleading (except that such counsel need
                           express no view as to financial statements, schedules
                           and other financial information included therein).

               To the extent that matters  discussed  above are addressed in the
          legal  opinions  of the same date of Orrick  Herrington  &  Sutcliffe,
          Thomas P. McHugh,  Esq. and John J. Malloy,  Esq. (copies of which are
          concurrently delivered to the Underwriters),  the opinion of Hutchins,
          Wheeler & Dittmar  may be given in  reliance  on,  and  subject to any
          limitations in, such opinions.

                  d. Richards,  Layton & Finger,  P.A., special Delaware counsel
         for the Trust, shall have furnished to you their written opinion, dated
         the Closing  Date, in form and  substance  satisfactory  to you, to the
         effect that:

                           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 Effective Prospectus.

                           iii. Each of this  Agreement and the Trust  Agreement
                  constitutes  a valid and  legally  binding  obligation  of the
                  Company  and the  Trustees,  and is  enforceable  against  the
                  Company  and the  Trustees,  in  accordance  with  its  terms,
                  subject, as to enforcement, to the effect upon the declaration
                  of (i)  bankruptcy,  insolvency,  reorganization,  moratorium,
                  receivership, liquidation, fraudulent transfer and conveyance,
                  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.


                                       21



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

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

                           vi.  Under  the  Trust  Agreement  and  the  Delaware
                  Business  Trust Act, the  Underwriting  Agreement  may be duly
                  executed on behalf of the Trust by the Sponsor.

                           vii.  The   Preferred   Securities   have  been  duly
                  authorized  by the Trust  Agreement  and are duly and  validly
                  issued and,  subject to the  qualifications  set forth herein,
                  fully paid and non-assessable  undivided  beneficial interests
                  in  the   assets   of  the   Trust   and  will   entitle   the
                  Securityholders   to  the  benefits   provided  by  the  Trust
                  Agreement  (subject to the terms of the Trust Agreement).  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.

                           viii. The Common Securities have been duly authorized
                  by the Trust  Agreement and are validly  issued and fully paid
                  undivided beneficial interests in the assets of the Trust.

                           ix.  Under the  Delaware  Business  Trust Act and the
                  Trust  Agreement,  the issuance of the Trust Securities is not
                  subject to preemptive rights.

                           x. The  issuance  and sale by the  Trust of the Trust
                  Securities,  the  execution,  delivery and  performance by the
                  Trust of the Underwriting  Agreement,  and the consummation by
                  the Trust of the transactions contemplated by the Underwriting
                  Agreement and the Trust  Agreement  and the  compliance by the
                  Trust with its  obligations  thereunder do not violate (a) any
                  provisions of the Certificate of Trust of the Trust,  dated as
                  of  April  12,  1999,  or the  Trust  Agreement,  or  (b)  any
                  applicable Delaware law or administrative regulation.

                           xi.  With  respect  to  statements  made in the Final
                  Prospectus   under  the  caption   "The  Trusts"  and  in  the
                  prospectus  supplement  under  "Litchfield  Capital  Trust I,"
                  insofar as such  statements  are  statements  of Delaware law,
                  such statements are fairly presented.

                           xii. No authorization,  approval, consent or order of
                  any  Delaware  court or  Delaware  governmental  authority  or
                  Delaware agency is required to be obtained by the Trust solely
                  in connection with the sale of the Trust Securities.

                                       22





                           xiii.   The   Securityholders   (other   than   those
                  Securityholders  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.

                  e. Hutchins,  Wheeler & Dittmar,  counsel to the Trust and the
         Company  in  relation  to the  classification  of the Trust for  United
         States federal income tax purposes,  shall have furnished their written
         opinion  to the  effect  that  the  statements  made  in the  Effective
         Prospectus  or Final  Prospectus  under the  caption  "Certain  Federal
         Income Tax  Consequences" are a fair and accurate summary of certain of
         the United States federal  income tax issues  relating to the purchase,
         ownership and the disposition of the Preferred Securities.

                  f.  The  Underwriters   shall  have  received  an  opinion  or
         opinions,  dated the Closing Date, of Bass,  Berry & Sims PLC,  counsel
         for the Underwriters,  with respect to this Agreement, the Subordinated
         Debentures,  the Indenture,  the Trust  Agreement and the  Registration
         Statement,  Effective  Prospectus  and the Final  Prospectus,  and such
         other related matters as the Underwriters may require,  and the Company
         and Trust shall have  furnished to such counsel such  documents as they
         may  reasonably  request for the purpose of enabling  them to pass upon
         such  matters.  Such counsel may rely on  Hutchins,  Wheeler & Dittmar,
         Thomas P.  McHugh,  Esq.,  and John J.  Malloy,  Esq.  as to matters of
         Massachusetts law and on Richards,  Layton & Finger, P.A. as to matters
         of Delaware law.

               g. The Underwriters shall have received from Ernst & Young LLP, a
          letter dated the date hereof and, at the Closing Date, a second letter
          dated the Closing  Date,  in form and  substance  satisfactory  to the
          Underwriters,  stating that they are  independent  public  accountants
          with respect to the Company and its subsidiaries within the meaning of
          the Securities Act and the applicable  Rules and  Regulations,  and to
          the effect that:

                           (1)      In their opinion,  the financial  statements
                                    and schedules  examined by them and included
                                    in  or  incorporated  by  reference  in  the
                                    Registration  Statement comply as to form in
                                    all material  respects  with the  applicable
                                    accounting  requirements  of the  Securities
                                    Act and the published  Rules and Regulations
                                    and  are   presented  in   accordance   with
                                    generally  accepted  accounting  principles;
                                    and they have  made a review  in  accordance
                                    with  standards  established by the American
                                    Institute of Certified Public Accountants of
                                    the    consolidated     interim    financial
                                    statements,  selected financial data, and/or
                                    condensed financial  statements derived from
                                    audited financial statements of the Company;

                           (2)      On the  basis  of a  reading  of the  latest
                                    available  unaudited  interim   consolidated
                                    financial  statements of the Company and its
                                    subsidiaries,  a reading of the minute books
                                    of the Company and its

                                       23





                                    subsidiaries, inquiries of management of the
                                    Company   responsible   for   financial  and
                                    accounting   matters  and  other   specified
                                    procedures, all of which have been agreed to
                                    by the  Underwriters,  nothing came to their
                                    attention that caused them to believe that:

               (a) the unaudited  financial  statements included or incorporated
          by reference in the Registration Statement do not comply as to form in
          all material respects with the accounting  requirements of the federal
          securities  laws  and the  related  published  rules  and  regulations
          thereunder or are not in conformity with generally accepted accounting
          principles applied on a basis substantially  consistent with the basis
          for the audited  financial  statements  contained in the  Registration
          Statement;

               (b) any other  unaudited  financial  statement  data  included or
          incorporated  by reference in the Final  Prospectus  do not agree with
          the  corresponding  items  in  the  unaudited  consolidated  financial
          statements  from which data was  derived and any such  unaudited  data
          were not determined on a basis substantially consistent with the basis
          for the  corresponding  amounts in the  audited  financial  statements
          included or incorporated by reference in the Prospectus;

               (c) at a specified date not more than five days prior to the date
          of delivery  of such  respective  letter,  there was any change in the
          consolidated   capital  stock,  decline  in  stockholders'  equity  or
          increase in long-term  debt of the Company and its subsi  diaries,  or
          other items  specified by the  Underwriters,  in each case as compared
          with  amounts  shown  in  the  latest  balance   sheets   included  or
          incorporated by reference in the Final Prospectus, except in each case
          for  changes,  decreases  or  increases  which  the  Final  Prospectus
          discloses  have  occurred or may occur or which are  described in such
          letters; and

               (d)  for  the  period  from  the  closing   date  of  the  latest
          consolidated   statements  of  income   included  or  incorporated  by
          reference in the Effective  Prospectus  and the Final  Prospectus to a
          specified  date not more than five days prior to the date of  delivery
          of such respective letter,  there were any decreases in total revenues
          or  net  income  of the  Company,  or  other  items  specified  by the
          Underwriters,   or  any  increases  in  any  items  specified  by  the
          Underwriters,  in each case as compared with the corresponding  period
          of the preceding  year,  except in each case for  decreases  which the
          Final

                                       24





          Prospectus  discloses  have occurred or may occur or which are
          described in such letter.

               They  have  carried  out  certain   specified   procedures,   not
          constituting an audit,  with respect to certain  amounts,  percentages
          and  financial  information  specified by the  Underwriters  which are
          derived  from the  general  accounting  records of the Company and its
          subsidiaries,  which appear in the Effective  Prospectus and the Final
          Prospectus and have compared and agreed such amounts,  percentages and
          financial  information with the accounting  records of the Company and
          its subsidiaries or to analyses and schedules  prepared by the Company
          and its subsidiaries from its detailed accounting records.

               In the event that the letters to be  delivered  referred to above
          set forth any such  changes,  decreases  or  increases,  it shall be a
          further  condition to the  obligations  of the  Underwriters  that the
          Underwriters shall have determined, after discussions with officers of
          the Company  responsible for financial and accounting matters and with
          Ernst & Young LLP,  that such  changes,  decreases or increases as are
          set forth in such letters do not reflect a material  adverse change in
          the stockholders'  equity or long-term debt of the Company as compared
          with the amounts shown in the latest  consolidated  balance  sheets of
          the Company  included in the Final  Prospectus,  or a material adverse
          change in total revenues or net income,  of the Company,  in each case
          as compared with the corresponding period of the prior year.

               h. The Trust  Agreement,  the Guarantee  and the Indenture  shall
          have been executed and  delivered,  in each case in a form  reasonably
          satisfactory to you.

               i. Subsequent to the respective dates as of which  information is
          given in the  Registration  Statement,  and except as stated  therein,
          neither the Company nor the Trust have  sustained any material loss or
          interference  with their  business  or  properties  from fire,  flood,
          hurricane,  earthquake,  accident  or other  calamity,  whether or not
          covered  by  insurance,  or from any  labor  dispute  or any  court or
          governmental  action,  order or  decree,  or  become a party to or the
          subject of any  litigation  which is  material  to the  Company or the
          Trust, nor shall there have been any material  adverse change,  or any
          development  involving a prospective  material adverse change,  in the
          business,  properties,  key  personnel,   capitalization,  net  worth,
          results of operations or condition (financial or other) of the Company
          or the Trust, which loss,  interference,  litigation or change, in the
          judgment of the  Underwriters  shall render it unadvisable to commence
          or continue the offering or the delivery of the  Preferred  Securities
          on the terms and in the manner  contemplated  in this Agreement and in
          the Registration Statement.


                                       25





               j.  All  such  opinions,  certificates,   letters  and  documents
          delivered  pursuant to this  Agreement will comply with the provisions
          hereof only if they are reasonably  satisfactory to Tucker Anthony and
          their  counsel.  The Company  shall furnish to the  Underwriters  such
          conformed copies of such opinions, certificates, letters and documents
          in such quantities as the Underwriters shall reasonably request.

               k.  There  shall  have  been  furnished  to  the  Underwriters  a
          certificate, dated the Closing Date and addressed to the Underwriters,
          signed  by the Chief  Executive  Officer  and by the  Chief  Financial
          Officer of the  Company  and the  trustees  of the Trust to the effect
          that:

                           (1)      the  representations  and  warranties of the
                                    Company  and  Trust  in  Section  1 of  this
                                    Agreement  are true and correct,  as if made
                                    at and as of the Closing  Date,  and each of
                                    the Company and Trust have complied with all
                                    the   agreements   and   satisfied  all  the
                                    conditions  on its part to be  performed  or
                                    satisfied at or prior to the Closing Date;

                           (2)      no stop order  suspending the  effectiveness
                                    of  the  Registration   Statement  has  been
                                    issued,  and no proceedings for that purpose
                                    have been  initiated or are  pending,  or to
                                    their   knowledge,   threatened   under  the
                                    Securities Act;

                           (3)      all filings required by Rules 424, 430A and
                                    462 of the Rules and Regulations have been
                                    made;

                           (4)      they    have    carefully    examined    the
                                    Registration   Statement,    the   Effective
                                    Prospectus and the Final Prospectus, and any
                                    amendments or supplements  thereto, and such
                                    documents   do  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 not misleading; and

                           (5)      since the effective date of the Registration
                                    Statement,   there  has  occurred  no  event
                                    required to be set forth in an  amendment or
                                    supplement  to the  Registration  Statement,
                                    the   Effective   Prospectus  or  the  Final
                                    Prospectus which has not been so set forth.


The  obligation  of the  Underwriters  to  purchase  and pay  for  the  Optional
Securities  shall be  subject,  in their  discretion,  to each of the  foregoing
conditions to purchase the Firm  Securities,  except that all  references to the
"Closing  Date" shall be deemed to refer to the Option Closing Date, if it shall
be a date other than the First Closing Date.


                                       26





         7.  Condition  of  the  Company's  and  the  Trust's  Obligations.  The
obligations  hereunder of the Company and the Trust are subject to the condition
set forth in Section 6(a) hereof.

         8.       Indemnification and Contribution.

               a. The Company and the Trust,  jointly  and  severally,  agree to
          indemnify and hold harmless the Underwriters, and each person, if any,
          who controls  the  Underwriters  within the meaning of the  Securities
          Act,  against any losses,  claims,  damages or  liabilities,  joint or
          several,  to which the  Underwriters or controlling  person may become
          subject under the Securities Act or otherwise, insofar as such losses,
          claims,  damages or liabilities (or actions in respect  thereof) arise
          out of or are based in whole or in part upon (i) any inaccuracy in the
          representations  and warranties of the Company or the Trust  contained
          herein, (ii) any failure of the Company or the Trust to perform its or
          their obligations hereunder or under law or (iii) any untrue statement
          or alleged  untrue  statement  of any material  fact  contained in the
          Registration  Statement,  any  Preliminary  Prospectus,  the Effective
          Prospectus  or  Final  Prospectus,  or  any  amendment  or  supplement
          thereto,  or in any Blue Sky application or other written  information
          furnished by the Company filed in any state or other  jurisdiction  in
          order to  qualify  any or all of the  Preferred  Securities  under the
          securities laws thereof (a "Blue Sky Application"), or arise out of or
          are  based  upon the  omission  or  alleged  omission  to state in the
          Registration  Statement,  any  Preliminary  Prospectus,  the Effective
          Prospectus or Final Prospectus or any amendment or supplement  thereto
          or any Blue Sky  Application  a material  fact  required  to be stated
          therein or necessary to make the  statements  therein not  misleading,
          and will reimburse the Underwriters  and each such controlling  person
          for  any  legal  or  other   expenses   reasonably   incurred  by  the
          Underwriters   or  such   controlling   person  in   connection   with
          investigating or defending any such loss, claim, damage,  liability or
          action as such expenses are incurred;  provided, however, that neither
          the  Company  nor the  Trust  will be  liable  in any such case to the
          extent that any such loss,  claim,  damage, or liability arises out of
          or is based upon any untrue  statement or alleged untrue  statement or
          omission or alleged omission made in the Registration  Statement,  the
          Preliminary  Prospectus,  the Effective Prospectus or Final Prospectus
          or such  amendment or such  supplement or any Blue Sky  Application in
          reliance upon and in conformity with written information  furnished to
          the  Company  or the Trust by the  Underwriters  specifically  for use
          therein (it being  understood that the only information so provided is
          the information included in the second, eighth and eleventh paragraphs
          under the caption "Underwriting" in any Preliminary Prospectus and the
          Final Prospectus and the Effective Prospectus).

               b. The  Underwriters  will  indemnify and hold harmless the Trust
          and the  Company,  each of its  directors,  each of its  officers  who
          signed the Registration
                                       27





     Statement and each person, if any, who controls the Company within
     the meaning of the  Securities  Act, and each Regular  Trustee or any other
     person who  controls the Trust  within the meaning of the  Securities  Act,
     against any losses,  claims, damages or liabilities to which the Company or
     Trust or any such  director,  officer  or  controlling  person  may  become
     subject,  under the  Securities  Act or otherwise,  insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon any untrue  statement or alleged untrue  statement of any
     material fact  contained in the  Registration  Statement,  any  Preliminary
     Prospectus,  the Effective Prospectus or Final Prospectus, or any amendment
     or supplement thereto, or any Blue Sky Application,  or arise out of or are
     based  upon  the  omission  or  the  alleged   omission  to  state  in  the
     Registration   Statement,   any  Preliminary   Prospectus,   the  Effective
     Prospectus or Final  Prospectus  or any amendment or supplement  thereto or
     any Blue Sky  Application a material fact required to be stated  therein or
     necessary to make the statements  therein not  misleading,  in each case to
     the extent,  but only to the extent,  that such untrue statement or alleged
     untrue  statement or omission or alleged omission was made in reliance upon
     and in conformity with written information furnished to the Company and the
     Trust by the Underwriters specifically for use therein (it being understood
     that the only  information so provided is the  information  included in the
     second, eighth and eleventh paragraphs under the caption  "Underwriting" in
     any  Preliminary  Prospectus and in the Effective  Prospectus and the Final
     Prospectus);


               c.  Promptly  after  receipt by an  indemnified  party under this
          Section 8 of  notice  of the  commencement  of any  action,  including
          governmental  proceedings,  such indemnified party will, if a claim in
          respect  thereof is to be made  against the  indemnifying  party under
          this  Section  8 notify  the  indemnifying  party of the  commencement
          thereof; but the omission so to notify the indemnifying party will not
          relieve  it from any  liability  which it may have to any  indemnified
          party  otherwise than under this Section 8. In case any such action is
          brought   against  any   indemnified   party,   and  it  notifies  the
          indemnifying party of the commencement thereof, the indemnifying party
          will be entitled to participate therein, and to the extent that it may
          wish, jointly with any other indemnifying party similarly notified, to
          assume  the  defense  thereof,   with  counsel  satisfactory  to  such
          indemnified  party;  and after notice from the  indemnifying  party to
          such  indemnified  party of its  election  to so  assume  the  defense
          thereof, the indemnifying party will not be liable to such indemnified
          party  under  this   Section  8  for  any  legal  or  other   expenses
          subsequently incurred by such indemnified party in connection with the
          defense thereof other than reasonable  costs of  investigation  except
          that the  indemnified  party  shall have the right to employ  separate
          counsel  if,  in its  reasonable  judgment,  it is  advisable  for the
          indemnified party to be represented by separate  counsel,  and in that
          event the fees and expenses of separate counsel shall be paid by the

                                       28





     indemnifying  party.  Neither the Company nor the Trust will, without prior
     written consent of the Underwriters, settle or compromise or consent to the
     entry of any judgment in any pending or threatened claim,  action,  suit or
     proceeding  (or related  cause of action or portion  thereof) in respect of
     which   indemnification  may  be  sought  hereunder  (whether  or  not  the
     Underwriters are a party to such claim, action, suit or proceeding), unless
     such settlement, compromise or consent includes an unconditional release of
     the Underwriters from all liability arising out of such claim, action, suit
     or proceeding (or related cause of action or portion thereof).

               d. In order to provide  for just and  equitable  contribution  in
          circumstances  in which the  indemnity  agreement  provided for in the
          preceding  part  of  this  Section  8 is for  any  reason  held  to be
          unavailable  to  the  Underwriters,  the  Company,  or  the  Trust  as
          insufficient to hold harmless an indemnified  party,  then the Company
          and  the  Trust  shall   contribute   to  the  damages   paid  by  the
          Underwriters,  and the  Underwriters  shall  contribute to the damages
          paid by the Company and the Trust  provided,  however,  that no person
          guilty of fraudulent  misrepresentation (within the meaning of Section
          11(f) of the Securities  Act) shall be entitled to  contribution  from
          any person who was not guilty of such fraudulent misrepresentation. In
          determining the amount of contribution to which the respective parties
          are entitled, there shall be considered the relative benefits received
          by each party from the offering of the  Preferred  Securities  (taking
          into account the portion of the  proceeds of the offering  realized by
          each),  the  parties'  relative  knowledge  and access to  information
          concerning  the matter with  respect to which the claim was  asserted,
          the opportunity to correct and prevent any statement or omission,  and
          any   other   equitable    considerations    appropriate   under   the
          circumstances.  The Company, the Trust and the Underwriters agree that
          it would not be  equitable  if the  amount of such  contribution  were
          determined by pro rata or per capita  allocation.  The Underwriters or
          any person controlling the Underwriters shall not be obligated to make
          contribution hereunder which in the aggregate exceeds the amounts paid
          to the Underwriters as compensation for their  commitments to purchase
          Preferred  Securities under this Agreement,  less the aggregate amount
          of any damages which the  Underwriters and their  controlling  persons
          have  otherwise  been  required  to pay in  respect of the same or any
          similar claim. For purposes of this Section,  each person, if any, who
          controls  the  Underwriters  within  the  meaning of Section 15 of the
          Securities  Act  shall  have the same  rights to  contribution  as the
          Underwriters,  and each  director of the Company,  each officer of the
          Company who signed the  Registration  Statement,  and each person,  if
          any, who controls the Company  within the meaning of Section 15 of the
          Securities  Act,  shall have the same  rights to  contribution  as the
          Company,  and each  Regular  Trustee and each person who  controls the
          Trust within the meaning of Section 15 of the  Securities  Act,  shall
          have the same right to contribution as the Trust.

                                       29





               e. The  obligations  of the  Company  and the  Trust  under  this
          Section 8 shall be in addition to any liability  which the Company may
          otherwise have and shall extend,  upon the same terms and  conditions,
          to each  person,  if any, who  controls  the  Underwriters  within the
          meaning of the Securities Act; and the obligations of the Underwriters
          under this Section 8 shall be in addition to any  liability  which the
          Underwriters may otherwise have and shall extend,  upon the same terms
          and  conditions,  to each  officer and  director of the Company and to
          each person,  if any,  who controls the Company  within the meaning of
          the  Securities  Act, and to each person who controls the Trust within
          the meaning of the Securities Act.

         9.  Survival  Clause.  The  respective   representations,   warranties,
agreements,  covenants,  indemnities  and other  statements  of the  Trust,  the
Company,  its officers and the  Underwriters set forth in this Agreement or made
by or on behalf of them,  respectively,  pursuant to this Agreement shall remain
in full force and  effect,  regardless  of (i) any  investigation  made by or on
behalf of the Company, any of its officers or directors, the Underwriters or any
controlling  person,  the Trust or any Regular Trustee or controlling  person of
the Trust (ii) any  termination  of this  Agreement  and (iii)  delivery  of and
payment for the Preferred Securities.

         10. Effective Date. This Agreement,  after due execution,  shall become
effective at whichever of the following  times shall first occur:  (i) execution
and delivery of this  Agreement by the parties hereto or (ii) at such time after
the  Registration  Statement  has become  effective  as the  Underwriters  shall
release the Firm Securities for sale to the public; provided,  however, that the
provisions  of Sections 5, 8, 9 and 10 hereof  shall at all times be  effective.
For  purposes of this  Section 10, the Firm  Securities  shall be deemed to have
been so released upon the release by the Underwriters  for  publication,  at any
time after the  Registration  Statement has become  effective,  of any newspaper
advertisement  relating  to the  Firm  Securities  or upon  the  release  by the
Underwriters  of telegrams  offering the Firm  Securities for sale to securities
dealers, whichever may occur first.

         11.      Termination.

               a.  The  Company's   obligations  under  this  Agreement  may  be
          terminated  by the  Company by notice to the  Underwriters  (i) at any
          time before it becomes effective in accordance with Section 10 hereof,
          or (ii) in the event that the  condition  set forth in Section 7 shall
          not have been satisfied at or prior to the First Closing Date.

               b. This Agreement may be terminated by the Underwriters by notice
          to the  Company  and the  Trust  (i) at any  time  before  it  becomes
          effective in accordance with Section 10 hereof; (ii) in the event that
          at or prior to the First  Closing  Date the Company or the Trust shall
          have  failed,  refused or been unable to perform any  agreement on the
          part of the  Company  or the Trust to be  performed  hereunder  or any
          other  condition to the obligations of the  Underwriters  hereunder is
          not  fulfilled;  (iii) if at or prior to the Closing  Date  trading in
          securities on the New York Stock Exchange, the American
                                       30





     Stock Exchange or the over-the-counter market shall have been suspended
     or  materially  limited  or  minimum  or  maximum  prices  shall  have been
     established  on  either  of such  Exchanges  or such  market,  or a banking
     moratorium shall have been declared by Federal or state  authorities;  (iv)
     if at or prior to the Closing  Date  trading in  securities  of the Company
     shall have been suspended;  or (v) if there shall have been such a material
     change in general  economic,  political or financial  conditions  or if the
     effect of international  conditions on the financial  markets in the United
     States shall be such as, in the Underwriters' reasonable judgment, makes it
     inadvisable   to  commence  or  continue  the  offering  of  the  Preferred
     Securities at the offering  price to the public set forth on the cover page
     of the Prospectus or to proceed with the delivery of the Securities.

               c.  Termination  of this  Agreement  pursuant to this  Section 11
          shall be without  liability of any party to any other party other than
          as provided in Sections 5 and 8 hereof.


         12. Notices.  All communications  hereunder shall be in writing and, if
sent to the  Underwriters,  shall be  mailed or  delivered  or  telegraphed  and
confirmed in writing to Tucker Anthony  Cleary Gull, One Beacon Street,  Boston,
Massachusetts  02108, Attn: Gregory W. Benning, or if sent to the Company or the
Trust shall be mailed,  delivered or telegraphed and confirmed in writing to the
Company  or the Trust at 430 Main  Street,  Williamstown,  Massachusetts  01267,
Attn: Richard A. Stratton.

         13. Miscellaneous.  This Agreement shall inure to the benefit of and be
binding upon the  Underwriters,  the Company and the Trust and their  respective
successors  and legal  representatives.  Nothing  expressed or mentioned in this
Agreement  is intended or shall be  construed to give any other person any legal
or equitable right, remedy or claim under or in respect of this Agreement.  This
Agreement and all conditions  and  provisions  hereof are intended to be for the
sole and exclusive  benefit of the Company,  the Trust and the  Underwriters and
for the  benefit of no other  person  except  that (i) the  representations  and
warranties of the Company and the Trust  contained in this Agreement  shall also
be for the benefit of any person or persons who control the Underwriters  within
the meaning of Section 15 of the Securities Act, and (ii) the indemnities by the
Underwriters  shall also be for the  benefit of the  directors  of the  Company,
officers  of the  Company who have  signed the  Registration  Statement  and any
person or persons who  control  the Company  within the meaning of Section 15 of
the  Securities  Act and the  Regular  Trustees  and any person or  persons  who
control  the Trust  within the meaning of Section 15 of the  Securities  Act. No
purchaser  of  Preferred  Securities  from  the  Underwriters  will be  deemed a
successor  because of such  purchase.  The validity and  interpretation  of this
Agreement  shall be  governed  by the laws of the State of  Massachusetts.  This
Agreement  may be executed in two or more  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.

         14. No Liability  of Property  Trustee,  Delaware  Trustee or Guarantee
Trustee.


                                       31





                  It is  understood  and agreed by the  parties  hereto that (a)
each of the representations, undertakings and agreements herein made on the part
of the Trust is made and intended not as representations, warranties, covenants,
undertakings  and  agreements  of any Trustee of the Trust,  including,  without
limitation,  The Bank of New York, as Guarantee Trustee or Property Trustee,  or
The  Bank of New York  (Delaware),  as  Delaware  Trustee,  in their  individual
capacity,  but is made and  intended  for the purpose of binding only the Trust,
and (b) under no circumstances shall any Trustee, including The Bank of New York
as Guarantee  Trustee or Property  Trustee or The Bank of New York (Delaware) as
Delaware  Trustee  be  personally  liable  for  any  breach  or  failure  of any
obligation,  representation,  warranty,  or covenant  made or  undertaken by the
Trust under this Agreement except, if such breach or failure is due to any gross
negligence or wilful misconduct of the Trustee.

         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement,  please indicate your acceptance  thereof in the space provided below
for that purpose,  whereupon  this letter shall  constitute a binding  agreement
between the Company, the Trust and the Underwriters.

                            Very truly yours,

                            LITCHFIELD FINANCIAL CORPORATION


                            By:
                                Name:
                                Title:



                            LITCHFIELD CAPITAL TRUST I

                            By: Litchfield Financial Corporation, as sponsor



                            By:
                                Name:
                                Title:



                                       32





Confirmed and accepted as of the date first above written.


TUCKER ANTHONY CLEARY GULL
FERRIS, BAKER WATTS INCORPORATED
For themselves and as Representatives of the several Underwriters

By:       Tucker Anthony Cleary Gull


          By:_______________________________
              Name:
              Title:


By:       Ferris, Baker Watts Incorporated


          By:_______________________________
              Name:
              Title:



                                       33




                                   SCHEDULE I

                                  UNDERWRITERS

<TABLE>

                                                                                              Number of
                                                                                           Firm Securities
                                Underwriters                                               to Be Purchased
----------------------------------------------------------------------------         ---------------------------
                                                                                     <S>      <C>
Tucker Anthony Cleary Gull..................................................                  1,666,667
Ferris, Baker Watts Incorporated............................................                    833,333
                     Total Firm Securities to be Purchased..................                  2,500,000
                                                                                     ===========================

</TABLE>





                                       34