ex4-10.htm


     

    
      

      

    

    
 

    Exhibit
      4.10

    


    PURCHASE
      AGREEMENT

    


    AMONG

    


    GREATER
      COMMUNITY BANCORP,

    


    GCB
      CAPITAL TRUST III

    


    


    


    


    


    AND

    


    


    TWE,
      LTD.,

    


    AS
      PURCHASER

    


    ________________

     

    Dated
      as
      of July 2, 2007

     

    ________________

     

     

     

    
      

      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    PURCHASE
      AGREEMENT

    ($24,000,000
      TRUST PREFERRED SECURITIES)

    


    THIS
      PURCHASE AGREEMENT, dated as of July 2, 2007, is entered into among, Greater
      Community Bancorp, a New Jersey corporation (the “Company”), GCB
      Capital Trust III, a Delaware statutory trust (the “Trust,” and,
      together with the Company, the “Sellers”), and TWE, Ltd., an exempted
      company incorporated under the laws of the Cayman Islands (including any
      assignee thereof, the “Purchaser”).

     

    WITNESSETH:

     

    WHEREAS,
      the Sellers propose to issue and sell an aggregate of
      24,000  Preferred Securities of the Trust, having a stated liquidation
      amount of $1,000 per preferred security, bearing a fixed rate of interest equal
      to 6.96% per annum through the interest payment date in July 2017 and,
      thereafter, a variable rate of interest, per annum, reset quarterly, equal
      to
      LIBOR (as defined in the Indenture (as defined below)) plus 1.40% (the
“Preferred Securities”), to the Purchaser;

     

    WHEREAS,
      the entire proceeds from the sale of the Preferred Securities will be combined
      with the entire proceeds from the sale by the Trust to the Company of its common
      securities (the “Common Securities”), and will be used by the Trust to
      purchase $24,743,000 in principal amount of the unsecured junior subordinated
      notes of the Company (the “Junior Subordinated Notes”);

     

    WHEREAS,
      the Preferred Securities and the Common Securities of the Trust will be issued
      pursuant to the Amended and Restated Trust Agreement (the “Trust
      Agreement”), dated as of the Closing Date (as defined below), among the
      Company, as depositor, Wilmington Trust Company, as property trustee (in such
      capacity, the “Property Trustee”), and as Delaware trustee (in such
      capacity, the “Delaware Trustee”), the Administrative Trustees named
      therein (in such capacities, the “Administrative Trustees”), and the
      holders from time to time of undivided beneficial interests in the assets of
      the
      Trust;

     

    WHEREAS,
      the Preferred Securities will be fully and unconditionally guaranteed on a
      subordinated basis by the Company with respect to distributions and amounts
      payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and
      subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as
      of the Closing Date and executed and delivered by the Company and Wilmington
      Trust Company, as guarantee trustee (the “Guarantee Trustee”), for the benefit
      from time to time of the holders of the Preferred Securities; and

     

    WHEREAS,
      the Junior Subordinated Notes will be issued pursuant to a Junior Subordinated
      Indenture, dated as of the Closing Date (the “Indenture”), between the
      Company, and Wilmington Trust Company, as indenture trustee (in such capacity,
      the “Indenture Trustee”).

     

    NOW,
      THEREFORE, in consideration of the mutual agreements and subject to the terms
      and conditions herein set forth, the parties hereto agree as
      follows:

     

    Section
      1.     Definitions.  The Preferred
      Securities, the Common Securities and the Junior Subordinated Notes are
      collectively referred to herein as the
“Securities.”  This

     


    
      
         

      

      
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    Purchase
      Agreement, the Indenture, the Trust Agreement, the Guarantee Agreement and
      the
      Securities are collectively referred to herein as the “Operative
      Documents.”  All other capitalized terms used but not defined in
      this Purchase Agreement shall have the meanings ascribed thereto in the
      Indenture.

     

    Section
      2.     Purchase and Sale of the Preferred
      Securities.

     

    The
      Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase
      from the Sellers, the Preferred Securities in the amount (the “Purchase
      Price”) equal to an aggregate of $24,000,000.  In connection with
      the purchase of the Preferred Securities, the Company shall pay no fee to its
      introducing agent (the “Introducing Agent”).  The Purchaser
      shall be responsible for the following expenses:  (i) any rating
      agency costs and expenses, and (ii) any fee payable to the Introducing Agent,
      provided that the Introducing Agent has an agreement with the Purchaser (the
      “Fee”); but shall not be responsible for any fees and expenses set
      forth in Section 7 hereof, unless otherwise provided therein.  The
      Trust shall use the Purchase Price, together with the proceeds from the sale
      of
      the Common Securities, to purchase the Junior Subordinated Notes.

    


    Delivery
      or transfer of, and payment for, the Preferred Securities shall be made at
      11:00
      A.M. New York City time, on July 2, 2007, or such later date (not later than
      August 2, 2007) as the parties may designate (such date and time of delivery
      and
      payment for the Preferred Securities being herein called the “Closing
      Date”).  On the Closing Date, the Preferred Securities shall be
      transferred and delivered to the Purchaser, or its designee, against the payment
      of the Purchase Price to the Sellers made by wire transfer in immediately
      available funds to a U.S. account designated in writing by the
      Company.

    


    Delivery
      of the Preferred Securities shall be made at such location, and in such names
      and denominations, as the Purchaser shall designate in advance of the Closing
      Date.  The Sellers agree to have the Preferred Securities available
      for inspection and checking by the Purchaser in New York City, New York, not
      later than 2:00 P.M. New York City time, on the business day prior to the
      Closing Date.  The closing for the purchase and sale of the Preferred
      Securities shall occur at the offices of Thacher Proffitt & Wood LLP, Two
      World Financial Center, New York, New York 10281, or such other place as the
      parties hereto shall agree.

    


    The
      Preferred Securities shall be sold by the Trust, directly or indirectly, to
      the
      Purchaser without registration of any of the Preferred Securities or the Junior
      Subordinated Notes under the Securities Act of 1933, as amended (the
“Securities Act”), or any other applicable securities laws in reliance
      upon exemptions from the registration requirements of the Securities Act and
      other applicable securities laws.  The Sellers and the Purchaser have
      entered into this Agreement to set forth their understanding as to their
      relationship and their respective rights, duties and obligations.

    


    Upon
      original issuance thereof, the Preferred Securities and Junior Subordinated
      Notes certificates shall each contain a legend as required pursuant to any
      of
      the Operative Documents, including without limitation, a legend stating that
      the
      offer, sale or transfer of the Preferred Securities or the Junior Subordinated
      Notes, as the case may be, will be made only (a) to the issuer thereof, (b)
      to a
      person that the transferor reasonably believes is a “qualified


    
      
         

      

      
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    institutional
      buyer” (as defined in Rule 144A under the Securities Act) in a transaction
      meeting the requirements of Rule 144A, or (c) to an institutional “accredited
      investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule
      501 under the Securities Act that is acquiring the Preferred Securities or
      the
      Junior Subordinated Notes, as the case may be, for its own account, or for
      the
      account of such an “accredited investor,” for investment purposes and not with a
      view to, or for offer or sale in connection with, any distribution thereof
      in
      violation of the Securities Act, in each case in accordance with any applicable
      securities laws of any state of the United States or any other applicable
      jurisdiction and, in the case of (c) above, subject to the right of the Trust
      and/or the Company, as applicable, to require an opinion of counsel and other
      information satisfactory to each of them.

    


    The
      Purchaser is purchasing the Preferred Securities in its capacity as a warehouse
      entity, and the Purchaser may resell the Preferred Securities to a subsequent
      purchaser (any such purchaser of the Purchaser and, if such purchaser is a
      warehouse entity, the next subsequent purchaser that is not a warehouse entity,
      being referred to hereinafter as a “Subsequent
      Purchaser”).  Upon transfer of the Preferred Securities to a
      Subsequent Purchaser, such Subsequent Purchaser shall be entitled to each of
      the
      benefits of this Agreement, subject to the limitations, qualifications,
      acknowledgments and exceptions contained herein, and shall be entitled to
      enforce the obligations of the Sellers under this Agreement, as fully as if
      the
      Subsequent Purchaser were a party to this Agreement.

    


    Section
      3.     Closing Conditions.  The
      obligations of the parties under this Agreement on the Closing Date are subject
      to the following conditions:

     

    Accuracy
      of Representations and Warranties.  The representations and
      warranties contained in this Agreement, and the statements of the Sellers made
      in any certificates pursuant to this Agreement, shall be accurate as of the
      date
      of delivery of the Preferred Securities.

    


    Opinions
      of Counsel.  On the Closing Date, the Purchaser shall have
      received the following favorable opinions or certificate, as the case may be,
      each dated as of the Closing Date: (a) from Thacher Proffitt & Wood LLP,
      special counsel for the Purchaser and addressed to the Purchaser in
      substantially the form set forth on Exhibit A-1 attached hereto and
      incorporated herein by this reference, (b) either (i) an opinion from Quarles
      & Brady LLP, counsel for the Sellers, or (ii) an opinion from the General
      Counsel or Chief Legal Officer of the Company, or (iii) if the Company does
      not
      have a General Counsel or Chief Legal Officer, an Officers’ Certificate from the
      Chief Executive Officer, President or Executive Vice President of the Company,
      and the Chief Financial Officer, Treasurer or Assistant Treasurer of the
      Company, in each case addressed to the Purchaser in substantially the form
      set
      forth on Exhibit A-2 attached hereto and incorporated herein by this
      reference, (c) from Quarles & Brady LLP , special tax counsel for the
      Sellers and addressed to the Purchaser in substantially the form set forth
      on
Exhibit A-3 attached hereto and incorporated herein by this reference,
      (d) from Morris James LLP, special Delaware counsel to the Trust and addressed
      to the Purchaser and the Sellers, in substantially the form set forth on
Exhibit A-4 attached hereto and incorporated herein by this reference,
      and (e) from Morris James LLP, special counsel to the Indenture Trustee, the
      Property Trustee, the Delaware Trustee and the Guarantee Trustee and addressed
      to the Purchaser and the Sellers, in substantially the form set forth on
Exhibit A-5 attached hereto and incorporated herein


    
      
         

      

      
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    by
      this
      reference.  Each certificate or opinion addressed to the Purchaser
      shall state that a Subsequent Purchaser shall be entitled to rely on such
      opinion.

    


    Officer’s
      Certificate.  The Company shall have furnished to the Purchaser a
      certificate of the Company, signed by its Chief Executive Officer, President
      or
      an Executive Vice President and by the Chief Financial Officer, Treasurer or
      Assistant Treasurer of the Company, and the Trust shall have furnished to the
      Purchaser a certificate of the Trust, signed by an Administrative Trustee of
      the
      Trust, in each case dated the Closing Date, and, in the case of the Company,
      as
      to 3.3.1 and 3.3.2 below and, in the case of the Trust, as to
3.3.1 below:

    


    the
      representations and warranties in this Agreement are true and correct on and
      as
      of the Closing Date with the same effect as if made on the Closing Date, and
      the
      Company and the Trust have complied with all the agreements and satisfied all
      the conditions on either of their part to be performed or satisfied at or prior
      to the Closing Date; and

    


    since
      the
      date of the Financial Statements (as defined below), there has been no material
      adverse change in the condition (financial or other), earnings, business,
      prospects or assets of the Company and its subsidiaries, taken as a whole,
      whether or not arising from transactions occurring in the ordinary course of
      business.

    


    No
      Subsequent Change.  Subsequent to the execution of this Agreement,
      there shall not have been any change, or any development involving a prospective
      change, in or affecting the condition (financial or other), earnings, business,
      prospects or assets of the Company and its subsidiaries, whether or not
      occurring in the ordinary course of business, the effect of which is, in the
      Purchaser’s judgment, so material and adverse as to make it impractical or
      inadvisable to proceed with the purchase of the Preferred
      Securities.

    


    Purchase
      Permitted by Applicable Laws; Legal Investment.  The purchase of
      and payment for the Preferred Securities as described in this Agreement shall
      (a) not be prohibited by any applicable law or governmental regulation, (b)
      not
      subject the Purchaser to any penalty or, in the reasonable judgment of the
      Purchaser, other onerous conditions under or pursuant to any applicable law
      or
      governmental regulation, and (c) be permitted by the laws and regulations of
      the
      jurisdictions to which the Purchaser is subject.

    


    Consents
      and Permits.  The Company and the Trust shall have received all
      consents, permits and other authorizations, and made all such filings and
      declarations, as may be required from any person or entity pursuant to any
      law,
      statute, regulation or rule (federal, state, local and foreign), or pursuant
      to
      any agreement, order or decree to which the Company or the Trust is a party
      or
      to which either is subject, in connection with the transactions contemplated
      by
      this Agreement.

    


    Information.  Prior
      to or on the Closing Date, the Sellers shall have furnished to the Purchaser
      and
      its counsel such further information, certificates, opinions and documents
      as
      the Purchaser or its counsel may reasonably request.

    


    Each
      certificate signed by any trustee of the Trust or any officer of the Company
      and
      delivered to


    
      
         

      

      
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    the
      Purchaser or its counsel in connection with the Operative Documents and the
      transactions contemplated hereby and thereby shall be deemed to be a
      representation and warranty of the Trust and/or the Company, as the case may
      be,
      and not by such trustee or officer in any individual capacity.

    


    Section
      4.     Representations and Warranties of the
      Sellers.  The Sellers jointly and severally represent and warrant
      to the Purchaser as of the date hereof and as of the Closing Date as
      follows:

     

    Securities
      Laws Matters:

    


    Neither
      the Company nor the Trust, nor any of their “Affiliates” (as defined in Rule
      501(b) of Regulation D under the Securities Act (“Regulation D”)), nor
      any person acting on any of their behalf (except for the Introducing Agent,
      as
      to which neither the Company nor the Trust make any representation) has,
      directly or indirectly, made offers or sales of any security, or solicited
      offers to buy any security, under circumstances that would require the
      registration under the Securities Act of any of the Securities.

    


    Neither
      the Company nor the Trust, nor any of their Affiliates, nor any person acting
      on
      its or their behalf (except for the Introducing Agent, as to which neither
      the
      Company nor the Trust make any representation) has (i) offered for sale or
      solicited offers to purchase the Securities, (ii) engaged in any form of general
      solicitation or general advertising (within the meaning of Regulation D) in
      connection with any offer or sale of any of the Securities, or (iii) engaged
      in
      any “directed selling efforts” within the meaning of Regulation S under the
      Securities Act (“Regulation S”) with respect to the
      Securities.

    


    The
      Securities (i) are not and have not been listed on a national securities
      exchange registered under Section 6 of the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”), or quoted on a U.S. automated interdealer
      quotation system and (ii) are not of an open-end investment company, unit
      investment trust or face-amount certificate company that are, or are required
      to
      be, registered under Section 8 of the Investment Company Act of 1940, as amended
      (the “Investment Company Act”), and the Securities otherwise satisfy
      the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the
      Securities Act (“Rule 144A(d)(3)”).

    


    Neither
      the Company nor the Trust is, and, immediately following consummation of the
      transactions contemplated hereby and the application of the net proceeds
      therefrom, neither the Company nor the Trust will be, an “investment company” or
      an entity “controlled” by an “investment company,” in each case within the
      meaning of Section 3(a) of the Investment Company Act.

    


    Neither
      the Company nor the Trust has paid or agreed to pay to any person or entity,
      directly or indirectly, any fees or other compensation for soliciting another
      to
      purchase any of the Securities.

    


    Standing
      and Qualification of the Trust.  The Trust has been duly created
      and is validly existing in good standing as a statutory trust under the Delaware
      Statutory Trust Act, 12


    
      
         

      

      
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    Del.
      C.
§3801, et seq. (the “Statutory Trust Act”) with all requisite power and
      authority to own property and to conduct the business it transacts and proposes
      to transact and to enter into and perform its obligations under the Operative
      Documents to which it is a party.  The Trust is duly qualified to
      transact business as a foreign entity and is in good standing in each
      jurisdiction in which such qualification is necessary, except where the failure
      to so qualify or be in good standing would not have a material adverse effect
      on
      the condition (financial or otherwise), earnings, business, prospects or assets
      of the Trust, whether or not occurring in the ordinary course of
      business.  The Trust is not a party to, or otherwise bound by, any
      agreement other than the Operative Documents.  The Trust is, and under
      current law will continue to be, classified for federal income tax purposes
      as a
      grantor trust and not as an association or publicly traded partnership taxable
      as a corporation.

    


    Trust
      Agreement.  The Trust Agreement has been duly authorized by the
      Company and, on the Closing Date specified in Section 2.2, will have been duly
      executed and delivered by the Company and the Administrative Trustees of the
      Trust, and, assuming due authorization, execution and delivery by the Property
      Trustee and the Delaware Trustee, will be a legal, valid and binding obligation
      of the Company and the Administrative Trustees, enforceable against them in
      accordance with its terms, subject to applicable bankruptcy, insolvency and
      similar laws affecting creditors’ rights generally and to general principles of
      equity.  Each of the Administrative Trustees of the Trust is an
      employee of the Company or one of its subsidiaries and has been duly authorized
      by the Company to execute and deliver the Trust Agreement.  To the
      knowledge of the Company and the Trust, the Trust is not in violation of any
      provision of the Statutory Trust Act.

    


    Guarantee
      Agreement and the Indenture.  The Guarantee Agreement and the
      Indenture have been duly authorized by the Company and, on the Closing Date,
      will have been duly executed and delivered by the Company, and, assuming due
      authorization, execution and delivery by the Guarantee Trustee, in the case
      of
      the Guarantee, and by the Indenture Trustee in the case of the Indenture, will
      be a legal, valid and binding obligation of the Company enforceable against
      it
      in accordance with its terms, subject to applicable bankruptcy, insolvency
      and
      similar laws affecting creditors’ rights generally and to general principles of
      equity.

    


    Preferred
      Securities and Common Securities.  The Preferred Securities and
      the Common Securities have been duly authorized by the Trust and, when issued
      and delivered against payment therefor on the Closing Date to the Purchaser
      in
      accordance with this Agreement, in the case of the Preferred Securities, and
      to
      the Company in accordance with the Common Securities Subscription Agreement
      between the Company and the Trust, dated as of the Closing Date, in the case
      of
      the Common Securities, will be validly issued, fully paid and nonassessable
      and
      will represent undivided beneficial interests in the assets of the Trust
      entitled to the benefits of the Trust Agreement, enforceable against the Trust
      in accordance with their terms, subject to applicable bankruptcy, insolvency
      and
      similar laws affecting creditors’ rights generally and to general principles of
      equity.  The issuance of the Securities is not subject to preemptive
      or other similar rights.  On the Closing Date, all of the issued and
      outstanding Common Securities will be directly owned by the Company free and
      clear of any pledge, security interest, claim, lien or other encumbrance (each,
      a “Lien”).


    
      
         

      

      
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    Junior
      Subordinated Notes.  The Junior Subordinated Notes have been duly
      authorized by the Company and, on the Closing Date, will have been duly executed
      and delivered to the Indenture Trustee for authentication in accordance with
      the
      Indenture and, when authenticated in the manner provided for in the Indenture
      and delivered to the Trust against payment therefor in accordance with the
      Junior Subordinated Note Subscription Agreement between the Company and the
      Trust, dated as of the Closing Date, will constitute legal, valid and binding
      obligations of the Company entitled to the benefits of the Indenture enforceable
      against the Company in accordance with their terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors’ rights generally
      and to general principles of equity.

    


    Purchase
      Agreement.  This Agreement has been duly authorized, executed and
      delivered by the Company and the Trust and constitutes the legal, valid and
      binding obligation of the Company and the Trust, enforceable against the Company
      and the Trust in accordance with its terms, subject to applicable bankruptcy,
      insolvency and similar laws affecting creditors’ rights generally and to general
      principles of equity.

    


    Defaults.  Neither
      the issue and sale of the Common Securities, the Preferred Securities or the
      Junior Subordinated Notes, nor the purchase of the Junior Subordinated Notes
      by
      the Trust, the execution and delivery of and compliance with the Operative
      Documents by the Company or the Trust, to the extent a party thereto, the
      consummation of the transactions contemplated herein or therein, or the use
      of
      the proceeds therefrom, (i) will conflict with or constitute a breach of, or
      a
      default under, the Trust Agreement or the charter or bylaws of the Company
      or
      any subsidiary of the Company or any applicable law, statute, rule, regulation,
      judgment, order, writ or decree of any government, governmental authority,
      agency or instrumentality or court, domestic or foreign, having jurisdiction
      over the Trust or the Company or any of its subsidiaries, or their respective
      properties or assets (collectively, “Governmental Entities”), (ii) will
      conflict with or constitute a violation or breach of, or a default or Repayment
      Event (as defined below) under, or result in the creation or imposition of
      any
      Lien upon any property or assets of the Trust, the Company or any of its
      subsidiaries pursuant to any contract, indenture, mortgage, loan agreement,
      note, lease or other agreement or instrument to which (A) the Trust, the Company
      or any of its subsidiaries is a party or by which it or any of them may be
      bound, or (B) any of the property or assets of any of them is subject, or any
      judgment, order or decree of any court, Governmental Entity or arbitrator,
      except, in the case of this clause (ii), for such conflicts, breaches,
      violations, defaults, Repayment Events (as defined below) or Liens which (X)
      would not, singly or in the aggregate, adversely affect the consummation of
      the
      transactions contemplated by the Operative Documents and (Y) would not, singly
      or in the aggregate, have a material adverse effect on the condition (financial
      or otherwise), earnings, business, liabilities, prospects and assets (taken
      as a
      whole) or business prospects of the Company and its subsidiaries taken as a
      whole, whether or not occurring in the ordinary course of business (a
“Material Adverse Effect”) or (iii) require the consent, approval,
      authorization or order of any court or Governmental Entity.  As used
      herein, a “Repayment Event” means any event or condition which gives
      the holder of any note, debenture or other evidence of indebtedness (or any
      person acting on such holder’s behalf) the right to require the repurchase,
      redemption or repayment of all or a portion of such indebtedness by the Trust
      or
      the Company or any of its subsidiaries prior to its scheduled
      maturity.


    
      
         

      

      
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    Organization,
      Standing and Qualification of the Company.  The Company has been
      duly incorporated and is validly existing as a corporation in good standing
      under the laws of New Jersey, with all requisite corporate power and authority
      to own, lease and operate its properties and conduct the business it transacts
      and proposes to transact, and is duly qualified to transact business and is
      in
      good standing as a foreign corporation in each jurisdiction where the nature
      of
      its activities requires such qualification, except where the failure of the
      Company to be so qualified would not, singly or in the aggregate, have a
      Material Adverse Effect.

    


    Subsidiaries
      of the Company.  The Company has no subsidiaries that are material
      to its business, financial condition or earnings other than those subsidiaries
      listed in Schedule 4.10 attached hereto (the “Significant
      Subsidiaries”).  Each Significant Subsidiary has been duly
      organized and is validly existing and in good standing under the laws of the
      jurisdiction in which it is chartered or organized, with all requisite power
      and
      authority to own its properties and conduct the business it transacts and
      proposes to transact.  Each Significant Subsidiary is duly qualified
      to transact business and is in good standing as a foreign entity in each
      jurisdiction where the nature of its activities requires such qualification,
      except where the failure of any such Significant Subsidiary to be so qualified
      would not, singly or in the aggregate, have a Material Adverse
      Effect.

    


    Government
      Licenses; Laws.  Each of the Trust, the Company and each of its
      subsidiaries hold all necessary approvals, authorizations, orders, licenses,
      certificates and permits (collectively, “Government Licenses”) of and
      from Governmental Entities necessary to conduct its respective business as
      now
      being conducted, and neither the Trust, the Company nor any of its subsidiaries
      has received any notice of proceedings relating to the revocation or
      modification of any such Government License, except where the failure to be
      so
      licensed or approved or the receipt of an unfavorable decision, ruling or
      finding, would not, singly or in the aggregate, have a Material Adverse Effect;
      all of the Government Licenses are valid and in full force and effect, except
      where the invalidity or the failure of such Government Licenses to be in full
      force and effect, would not, singly or in the aggregate, have a Material Adverse
      Effect; and the Company and its subsidiaries are in compliance with all
      applicable laws, rules, regulations, judgments, orders, decrees and consents,
      except where the failure to be in compliance would not, singly or in the
      aggregate, have a Material Adverse Effect.

    


    Stock.  All
      of the issued and outstanding shares of capital stock of the Company and each
      of
      its subsidiaries are validly issued, fully paid and nonassessable; all of the
      issued and outstanding capital stock of each subsidiary of the Company is owned
      by the Company, directly or through subsidiaries, free and clear of any Lien,
      claim or equitable right; and none of the issued and outstanding capital stock
      of the Company or any subsidiary was issued in violation of any preemptive
      or
      similar rights arising by operation of law, under the charter or by-laws of
      such
      entity or under any agreement to which the Company or any of its subsidiaries
      is
      a party.

    


    Property.  Each
      of the Trust, the Company and each subsidiary of the Company has good and
      marketable title to all of its respective real and personal properties, in
      each
      case free and clear of all Liens and defects, except for those that would not,
      singly or in the aggregate, have a Material Adverse Effect; and all of the
      leases and subleases under which the Trust, the Company or any subsidiary of
      the
      Company holds properties are in full force and effect, except


    
      
         

      

      
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    where
      the
      failure of such leases and subleases to be in full force and effect would not,
      singly or in the aggregate, have a Material Adverse Effect and none of the
      Trust, the Company or any subsidiary of the Company has any notice of any claim
      of any sort that has been asserted by anyone adverse to the rights of the Trust,
      the Company or any subsidiary of the Company under any such leases or subleases,
      or affecting or questioning the rights of such entity to the continued
      possession of the leased or subleased premises under any such lease or sublease,
      except for such claims that would not, singly or in the aggregate, have a
      Material Adverse Effect.

    


    Conflicts,
      Authorizations and Approvals.  Neither the Company nor any of its
      subsidiaries is (i) in violation of its respective charter, bylaws or similar
      organizational documents or (ii) in default in the performance or observance
      of
      any obligation, agreement, covenant or condition contained in any contract,
      indenture, mortgage, loan agreement, note, lease or other agreement or
      instrument to which either the Company or any such subsidiary is a party or
      by
      which it or any of them may be bound or to which any of the property or assets
      of any of them is subject, except, in the case of clause (ii), where such
      default would not, singly or in the aggregate, have a Material Adverse
      Effect.  No filing with, or authorization, approval, consent, license,
      order, registration, qualification or decree of, any Governmental Entity, other
      than those that have been made or obtained, is necessary or required for the
      performance by the Trust or the Company of their respective obligations under
      the Operative Documents, as applicable, or the consummation by the Trust and
      the
      Company of the transactions contemplated by the Operative
      Documents.

    


    Holding
      Company Registration and Deposit Insurance.  The Company is duly
      registered as a bank holding company, and has filed an effective election with
      the Federal Reserve Bank of New York to be a financial holding company, under
      the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company
      Act”), and the regulations of the Board of Governors of the Federal Reserve
      System (the “Federal Reserve”), and the deposit accounts of the Company’s
      subsidiary depository institution are insured by the Federal Deposit Insurance
      Corporation (“FDIC”) to the fullest extent permitted by law and the
      rules and regulations of the FDIC, and no proceeding for the termination of
      such
      insurance are pending or, to the knowledge of the Company or the Trust after
      due
      inquiry, threatened.

    


    Financial
      Statements.

    


    The
      audited consolidated financial statements (including the notes thereto) and
      schedules of the Company and its consolidated subsidiaries at and for the three
      fiscal years ended December 31, 2006 (the “Financial Statements”) and
      the interim unaudited consolidated financial statements of the Company and
      its
      consolidated subsidiaries at and for the quarter and three months ended March
      31, 2007, (the “Interim Financial Statements”) provided to the
      Purchaser are the most recently available audited and unaudited consolidated
      financial statements of the Company and its consolidated subsidiaries,
      respectively, and fairly present in all material respects, in accordance with
      U.S. generally accepted accounting principles (“GAAP”), the financial
      position of the Company and its consolidated subsidiaries, and the results
      of
      operations and changes in financial condition as of the dates and for the
      periods therein specified, subject, in the case of Interim Financial Statements,
      to year-end adjustments (which are expected to consist solely of normal
      recurring adjustments).  Such consolidated


    
      
         

      

      
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    financial
      statements and schedules have been prepared in accordance with GAAP consistently
      applied throughout the periods involved (except as otherwise noted
      therein).

    


    The
      Company’s report on FRY-9C, dated March 31, 2007 (the “FRY-9C”), provided to the
      Purchaser is the most recently available such report, and the information
      therein fairly presents in all material respects the financial position of
      the
      Company and its subsidiaries.  None of the Company or any of its
      subsidiaries has been requested by a Governmental Entity to republish, restate
      or refile any regulatory or financial report.

    


    Since
      the
      respective dates of the Financial Statements and the FRY-9C, there has not
      been
      (A) any material adverse change or development with respect to the condition
      (financial or otherwise), earnings, business, assets or business prospects
      of
      the Company and its subsidiaries, taken as a whole, whether or not occurring
      in
      the ordinary course of business or (B) other than the stock dividend described
      in Schedule 4.16(c), any dividend or distribution of any kind declared, paid
      or
      made by the Company on any class of its capital stock other than regular
      quarterly dividends on the Company’s common stock.

    


    The
      accountants of the Company who certified the Financial Statements are
      independent public accountants of the Company and its subsidiaries within the
      meaning of the Securities Act and the rules and regulations of the Securities
      and Exchange Commission (“SEC”) thereunder.

    


    Regulatory
      Enforcement Matters.  None of the Trust, the Company nor any of
      its subsidiaries, nor any of their respective officers, directors, employees
      or
      representatives, is subject or is party to, or has received any notice from
      any
      Regulatory Agency (as defined below) that any of them will become subject or
      party to any investigation with respect to, any cease-and-desist order,
      agreement, civil monetary penalty, consent agreement, memorandum of
      understanding or other regulatory enforcement action, proceeding or order with
      or by, or is a party to any commitment letter or similar undertaking to, or
      is
      subject to any directive by, or has been a recipient of any supervisory letter
      from, or has adopted any board resolutions at the request or suggestion of,
      any
      Regulatory Agency that, in any such case, currently restricts in any material
      respect the conduct of their business or that in any material manner relates
      to
      their capital adequacy, their credit policies, their management or their
      business (each, a “Regulatory Action”), nor has the Trust, the Company
      or any of its subsidiaries been advised by any Regulatory Agency that it is
      considering issuing or requesting any such Regulatory Action; and, except as
      listed on Schedule 4.17, there is no unresolved violation, criticism or
      exception by any Regulatory Agency with respect to any report or statement
      relating to any examinations of the Trust, the Company or any of its
      subsidiaries, except where such unresolved violation, criticism or exception
      would not, singly or in the aggregate, have a Material Adverse
      Effect.  The Company meets the required capital levels for
“well-capitalized” bank holding companies established by the Federal Reserve and
      in effect as of the date hereof.  Each of the Company’s subsidiaries
      that is a depository institution, the accounts of which are insured by the
      FDIC
      (i) is “well-capitalized” within the meaning of 12 U.S.C. §1831o and applicable
      implementing regulations thereunder; and (ii) is not, and has not been notified
      by any Regulatory Agency that it is, in “troubled condition” within the meaning
      of 12 U.S.C. §1831i and applicable implementing regulations
      thereunder.  As used herein, the term “Regulatory Agency” means any
      federal or


    
      
         

      

      
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    state
      agency charged with the supervision or regulation of depository institutions
      or
      holding companies of depository institutions, or engaged in the insurance of
      depository institution deposits, or any court, administrative agency or
      commission or other governmental agency, authority or instrumentality having
      supervisory or regulatory authority with respect to the Trust, the Company
      or
      any of its subsidiaries.

    


    No
      Undisclosed Liabilities. Except as listed on Schedule 4.18, none of
      the Trust, the Company nor any of its subsidiaries has any material liability,
      whether known or unknown, whether asserted or unasserted, whether absolute
      or
      contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
      and whether due or to become due, including any liability for taxes (and there
      is no past or present fact, situation, circumstance, condition or other basis
      for any present or future action, suit, proceeding, hearing, charge, complaint,
      claim or demand against the Company or its subsidiaries that could give rise
      to
      any such liability), except for (i) liabilities set forth in the Financial
      Statements or the Interim Financial Statements and (ii) normal fluctuations
      in the amount of the liabilities referred to in clause (i) above occurring
      in the ordinary course of business of the Trust, the Company and all of its
      subsidiaries since the date of the most recent balance sheet included in such
      Financial Statements.

    


    Litigation.  There
      is no action, suit or proceeding before or by any Governmental Entity,
      arbitrator or court, domestic or foreign, now pending or, to the knowledge
      of
      the Company or the Trust after due inquiry, threatened against or affecting
      the
      Trust  or the Company or any of its subsidiaries, except for such
      actions, suits or proceedings that, if adversely determined, would not, singly
      or in the aggregate, adversely affect the consummation of the transactions
      contemplated by the Operative Documents or have a Material Adverse
      Effect.

    


    No
      Labor Disputes.  No labor dispute with the employees of the Trust,
      the Company or any of its subsidiaries exists or, to the knowledge of the
      executive officers of the Trust or the Company, is imminent, except those which
      would not, singly or in the aggregate, have a Material Adverse
      Effect.

    


    Filings
      with the SEC.  The documents of the Company filed with the SEC in
      accordance with the Exchange Act, from and including the commencement of the
      fiscal year covered by the Company’s most recent Annual Report on Form 10-K, at
      the time they were or hereafter are filed by the Company with the SEC
      (collectively, the “1934 Act Reports”), complied and will comply in all
      material respects with the requirements of the Exchange Act and the rules and
      regulations of the SEC thereunder (the “1934 Act Regulations”), and did
      not, and, at the date of this Agreement and on the Closing Date, do not and
      will
      not include an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading; and
      other than such instruments, agreements, contracts and other documents as are
      filed as exhibits to the Company’s Annual Report on Form 10-K, Quarterly Reports
      on Form 10-Q or Current Reports on Form 8-K, there are no instruments,
      agreements, contracts or documents of a character described in Item 601 of
      Regulation S-K promulgated by the SEC to which the Company or any of its
      subsidiaries is a party.  The Company is in


    
      
         

      

      
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    compliance
      with all currently applicable requirements of the Exchange Act and the 1934
      Act
      Regulations that were added by the Sarbanes-Oxley Act of 2002.

    


    Deferral
      of Interest Payments on Junior Subordinated Notes.  The Company
      has no present intention to exercise its option to defer payments of interest
      on
      the Junior Subordinated Notes as provided in the Indenture.  The
      Company believes that the likelihood that it would exercise its rights to defer
      payments of interest on the Junior Subordinated Notes as provided in the
      Indenture at any time during which the Junior Subordinated Notes are outstanding
      is remote because of the restrictions that would be imposed on the Company’s
      ability to declare or pay dividends or distributions on, or to redeem, purchase,
      acquire or make a liquidation payment with respect to, any of the Company’s
      capital stock and on the Company’s ability to make any payments of principal,
      interest or premium on, or repay, repurchase or redeem, any of its debt
      securities that rank pari passu in all respects with or junior in
      interest to the Junior Subordinated Notes.

    


    Tax
      Returns.  The Company and each of the Significant Subsidiaries
      have timely and duly filed all Tax Returns (defined below) required to be filed
      by them, and all such Tax Returns are true, correct and complete in all material
      respects.  The Company and each of the Significant Subsidiaries have
      timely and duly paid in full all material Taxes required to be paid by them
      (whether or not such amounts are shown as due on any Tax
      Return).  There are no federal, state, or other Tax audits or
      deficiency assessments proposed or pending with respect to the Company or any
      of
      the Significant Subsidiaries, and no such audits or assessments are
      threatened.  As used herein, the terms “Tax” or
“Taxes” mean (i) all federal, state, local, and foreign taxes,
      and
      other assessments of a similar nature (whether imposed directly or through
      withholding), including any interest, additions to tax, or penalties applicable
      thereto, imposed by any Governmental Entity, and (ii) all liabilities in respect
      of such amounts arising as a result of being a member of any affiliated,
      consolidated, combined, unitary or similar group, as a successor to another
      person or by contract.  As used herein, the term “Tax
      Returns” means all federal, state, local, and foreign Tax returns,
      declarations, statements, reports, schedules, forms, and information returns
      and
      any amendments thereto filed or required to be filed with any Governmental
      Entity.

    


    Taxes.
      The Trust is not subject to United States federal income tax with respect to
      income received or accrued on the Junior Subordinated Notes, interest payable
      by
      the Company on the Junior Subordinated Notes is deductible by the Company,
      in
      whole or in part, for United States federal income tax purposes, and the Trust
      is not, or will not be within ninety (90) days of the date hereof, subject
      to
      more than a de minimis amount of other taxes, duties or other
      governmental charges.  There are no rulemaking or similar proceedings
      before the United States Internal Revenue Service or comparable federal, state,
      local or foreign government bodies which involve or affect the Company or any
      subsidiary, which, if the subject of an action unfavorable to the Company or
      any
      subsidiary, could result in a Material Adverse Effect.

    


    Books
      and Records.  The books, records and accounts of the Company and
      its subsidiaries accurately and fairly reflect, in reasonable detail, the
      transactions in, and dispositions of, the assets of, and the results of
      operations of, the Company and its subsidiaries. The Company and each of its
      subsidiaries maintains a system of internal accounting controls


    
      
         

      

      
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    sufficient
      to provide reasonable assurances that (i) transactions are executed in
      accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with GAAP and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management’s general or
      specific authorization and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences.

    


    Insurance.  The
      Company and the Significant Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      in
      all material respects as are customary in the businesses in which they are
      engaged or propose to engage after giving effect to the transactions
      contemplated hereby, including, but not limited to, real or personal property
      owned or leased against theft, damage, destruction, act of vandalism and all
      other risks customarily insured against. All policies of insurance and fidelity
      or surety bonds insuring the Company or any of the Significant Subsidiaries,
      or
      insuring the Company’s or Significant Subsidiaries’ respective businesses,
      assets, employees, officers and directors, are in full force and effect. The
      Company and each of the Significant Subsidiaries are in compliance with the
      terms of such policies and instruments in all material respects. Neither the
      Company nor any Significant Subsidiary has reason to believe that it will not
      be
      able to renew its existing insurance coverage as and when such coverage expires
      or to obtain similar coverage from similar insurers as may be necessary to
      continue its business at a cost that would not have a Material Adverse Effect.
      Within the past twelve months, neither the Company nor any Significant
      Subsidiary has been denied any insurance coverage which it has sought or for
      which it has applied.

    


    Corporate
      Funds.  The Company and its subsidiaries or any person acting on
      behalf of the Company and its subsidiaries including, without limitation, any
      director, officer, agent or employee of, the Company or its subsidiaries has
      not, directly or indirectly, while acting on behalf of the Company and its
      subsidiaries (i) used any corporate funds for unlawful contributions, gifts,
      entertainment or other unlawful expenses relating to political activity; (ii)
      made any unlawful payment to foreign or domestic government officials or
      employees or to foreign or domestic political parties or campaigns from
      corporate funds; (iii) violated any provision of the Foreign Corrupt Practices
      Act of 1977, as amended; or (iv) made any other unlawful payment.

    


    OSHA
      Compliance.  Neither the Company nor any of its subsidiaries is in
      violation of any federal or state law or regulation relating to occupational
      safety and health and the Company and its subsidiaries have received all
      permits, licenses or other approvals required of them under applicable federal
      and state occupational safety and health and environmental laws and regulations
      to conduct their respective businesses, and the Company and each of its
      subsidiaries is in compliance with all terms and conditions of any such permit,
      license or approval, except any such violation of law or regulation, failure
      to
      receive required permits, licenses or other approvals or failure to comply
      with
      the terms and conditions of such permits,


    
      
         

      

      
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    licenses
      or approvals which would not, singly or in the aggregate result in a Material
      Adverse Effect.

    


    Information.  The
      information provided by the Company and the Trust pursuant to this Agreement
      does not, as of the date hereof, and will not, as of the Closing Date, contain
      any untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading.

    


    Section
      5.     Representations and Warranties of the
      Purchaser.  The Purchaser represents and warrants to, and agrees
      with, the Company and the Trust as follows:

     

    The
      Purchaser understands and acknowledges that the Preferred Securities, the Junior
      Subordinated Notes and the Guarantee (i) have not been registered under the
      Securities Act, or any other applicable securities law, (ii) are being offered
      for sale by the Trust or the Company, as the case may be, in transactions not
      requiring registration under the Securities Act and (iii) may not be offered,
      sold, pledged or otherwise transferred by the Purchaser except in compliance
      with the registration requirements of the Securities Act or any other applicable
      securities laws, pursuant to an exemption therefrom or in a transaction not
      subject thereto.

    


    The
      Purchaser is purchasing the Preferred Securities for its own account and not
      with a view to, or for offer or sale in connection with, any distribution
      thereof in violation of the Securities Act or other applicable securities laws,
      subject to any requirement of law that the disposition of its property be at
      all
      times within its control and subject to its ability to resell such Preferred
      Securities pursuant to an effective registration statement under the Securities
      Act or under Rule 144A or any other exemption from registration available under
      the Securities Act or any other applicable securities law.  The
      Purchaser understands that no public market exists for any of the Preferred
      Securities, and that it is unlikely that a public market will ever exist for
      the
      Preferred Securities.

    


    The
      Purchaser represents and warrants that (a) it has consulted with its own legal,
      regulatory, tax, business, investment, financial and accounting advisers in
      connection herewith to the extent it has deemed necessary; (b) it has had a
      reasonable opportunity to ask questions of and receive answers from officers
      and
      representatives of the Sellers concerning their respective financial condition
      and results of operations and the purchase of the Preferred Securities and
      any
      such questions have been answered to its satisfaction; (c) it has had the
      opportunity to review all publicly available records and filings concerning
      the
      Sellers and it has carefully reviewed such records and filings that it considers
      relevant to making an investment decision; and (d) it has made its own
      investment decisions based upon its own judgment, due diligence and advice
      from
      such advisers as it has deemed necessary and not upon any view expressed by
      the
      Sellers.

    


    The
      Purchaser is (i) an institutional “accredited investor” within the meaning of
      subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the
      Securities Act, and (ii) a “qualified institutional buyer” within the meaning of
      Rule 144A under the Securities Act.

    


    Section
      6.     Covenants of the Sellers.  The
      Sellers covenant and agree with the Purchaser as follows:

     


    
      
         

      

      
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    Compliance
      with Representations and Warranties.  During
      the period from the date of this Agreement to the Closing Date, the Sellers
      shall use their best efforts and take all action necessary or appropriate to
      cause their representations and warranties contained in Section 4 hereof to
      be
      true as of the Closing Date, after giving effect to the transactions
      contemplated by this Agreement, as if made on and as of the Closing
      Date.

    


    Sale
      and Registration of Securities.  Neither the Company nor the Trust
      will, nor will either of them permit any of their Affiliates to, nor will any
      of
      them permit any person acting on its or their behalf (other than the Introducing
      Agent and its affiliates) to, directly or indirectly, (i) resell any Preferred
      Securities that have been acquired by any of them, (ii) sell, offer for sale
      or
      solicit offers to buy or otherwise negotiate in respect of any security (as
      defined in the Securities Act) that would or could be integrated with the sale
      of the Preferred Securities in any manner that would require the registration
      of
      the Securities under the Securities Act or (iii) make offers or sales of any
      such Security, or solicit offers to buy any such Security, under any
      circumstances that would require the registration of any of such Securities
      under the Securities Act.

    


    Clearing
      and Settlement. The Company and the Trust will cooperate with the Purchaser
      (or any holder of the Preferred Securities) and use all commercially reasonable
      efforts to make the Preferred Securities eligible for clearance and settlement
      as book-entry securities through the facilities of the Depository Trust Company
      (“DTC”) and listed for trading through the PORTAL Market
      (“PORTAL”), and will execute, deliver and comply with all
      representations made to, and agreements with, DTC and PORTAL. This Section
      6.3
      will survive delivery of and payment for the Preferred Securities.

    


    Integration.  Neither
      the Company nor the Trust will, until one hundred eighty (180) days following
      the Closing Date, without the Purchaser’s prior written consent, offer, sell,
      contract to sell, grant any option to purchase or otherwise dispose of, directly
      or indirectly, (i) any Preferred Securities or other securities of the Trust
      other than as contemplated by this Agreement or (ii) any other securities
      convertible into, or exercisable or exchangeable for, any Preferred Securities
      or other securities of the Trust.

    


    Qualification
      of Securities.  The Company and the Trust will arrange for the
      qualification of the Preferred Securities for sale under the laws of such
      jurisdictions as the Purchaser may designate and will maintain such
      qualifications in effect so long as required for the sale of the Preferred
      Securities.  The Company or the Trust, as the case may be, will
      promptly advise the Purchaser of the receipt by the Company or the Trust, as
      the
      case may be, of any notification with respect to the suspension of the
      qualification of the Preferred Securities for sale in any jurisdiction or the
      initiation or threatening of any proceeding for such purpose.

    


    Use
      of
      Proceeds.  The Trust shall use the proceeds from the sale of the
      Preferred Securities and the Common Securities to purchase the Junior
      Subordinated Notes from the Company.

    


    Investment
      Company.  So long as any of the Securities are outstanding, (i)
      the Securities shall not be listed on a national securities exchange registered
      under Section 6 of the 


    
      
         

      

      
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    Exchange
      Act or quoted in a U.S. automated interdealer quotation system, (ii) neither
      the
      Company nor the Trust shall be an open-end investment company, unit investment
      trust or face amount certificate company that is, or is required to be,
      registered under Section 8 of the Investment Company Act, and, the Securities
      shall otherwise satisfy the eligibility requirements of Rule 144A(d)(3) and
      (iii) neither the Company nor the Trust shall engage, or permit any subsidiary
      to engage, in any activity which would cause it or any subsidiary to be an
      “investment company” under the provisions of the Investment Company
      Act.

    


    Solicitation
      and Advertising.  Neither the Company nor the Trust will, nor will
      either of them permit any of their Affiliates or any person acting on their
      behalf (other than the Introducing Agent and its affiliates), to (i) engage
      in
      any “directed selling efforts” within the meaning of Regulation S under the
      Securities Act or (ii) engage in any form of “general solicitation or general
      advertising” (within the meaning of Regulation D) in connection with any offer
      or sale of any of the Securities.

    


    Compliance
      with Rule 144A(d)(4) under the Securities Act.  So long as any of
      the Securities are outstanding and are “restricted securities” within the
      meaning of Rule 144(a)(3) under the Securities Act, the Sellers will, during
      any
      period in which they are not subject to and in compliance with Section 13 or
      15(d) of the Exchange Act, or the Sellers are not exempt from such reporting
      requirements pursuant to and in compliance with Rule 12g3-2(b) under the
      Exchange Act, provide to each holder of such restricted securities and to each
      prospective purchaser (as designated by such holder) of such restricted
      securities, upon the request of such holder or prospective purchaser in
      connection with any proposed transfer, any information required to be provided
      by Rule 144A(d)(4) under the Securities Act, if applicable.  The
      information provided by the Sellers pursuant to this Section 6.9 will not,
      at
      the date thereof, contain any untrue statement of a material fact or omit to
      state any material fact necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading.  If the
      Company and the Trust are required to register under the Exchange Act, such
      reports filed in compliance with Rule 12g3-2(b) shall be sufficient information
      as required above.  This covenant is intended to be for the benefit of
      the Purchaser, the holders of the Securities, and the prospective purchasers
      designated by such holders, from time to time, of the Securities.

    


    Reports.  The
      Company shall furnish to (i) the Purchaser and any subsequent holder of the
      Securities, and (ii) any beneficial owner of the Securities reasonably
      identified to the Company (which identification may be made by either such
      beneficial owner or by the Purchaser), a duly completed and executed certificate
      in the form attached hereto as Exhibit B, including the financial statements
      referenced in such Exhibit, which certificate and financial statements shall
      be
      so furnished by the Company not later than forty-five (45) days after the end
      of
      each of the first three fiscal quarters of each fiscal year of the Company
      and
      not later than ninety (90) days after the end of each fiscal year of the
      Company.

    


    Section
      7.     Payment of Expenses.

     

    The
      Company hereby covenants and agrees that it shall pay or cause to be paid
      (directly or by reimbursement) all costs and expenses incident to the
      performance of the obligations of the Sellers under this Agreement, whether
      or
      not the transactions contemplated 


    
      
         

      

      
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    herein
      are consummated or this Agreement is terminated, including (i) all costs and
      expenses incident to the authorization, issuance, sale and delivery of the
      Preferred Securities and any taxes payable in connection therewith; (ii) the
      fees and expenses of qualifying the Preferred Securities under the securities
      laws of the several jurisdictions as provided in Section 6.5; (iii) the
      fees and expenses of the counsel, the accountants and any other experts or
      advisors retained by the Company or the Trust, which counsel fees and expenses
      incurred in connection with the closing of the transactions contemplated hereby,
      in an amount up to $10,000, shall be reimbursed by the Purchaser on the Closing
      Date; (iv) the fees and all reasonable expenses of the Guarantee Trustee, the
      Property Trustee, the Delaware Trustee, the Indenture Trustee and any other
      trustee or paying agent appointed under the Operative Documents except for
      any
      acceptance fee and annual administrative fees of any such trustee and the fees
      and disbursements of counsel to such trustees incurred in connection with the
      closing of the transactions contemplated hereby, which shall be paid by the
      Purchaser.

    


    If
      the
      sale of the Preferred Securities provided for in this Agreement is not
      consummated because any condition set forth in Section 3 to be satisfied by
      either the Company or the Trust is not satisfied, because this Agreement is
      terminated pursuant to Section 10 or because of any failure, refusal or
      inability on the part of the Company or the Trust to perform all obligations
      and
      satisfy all conditions on its part to be performed or satisfied hereunder other
      than by a reason of a default by the Purchaser, the Company will reimburse
      the
      Purchaser upon demand for all reasonable out-of-pocket expenses that shall
      have
      been incurred by the Purchaser in connection with the proposed purchase and
      sale
      of the Preferred Securities, including the fees and expenses of counsel for
      the
      Purchaser and any hedge breakage costs and expenses.  The Company
      shall not in any event be liable to the Purchaser for the loss of anticipated
      profits from the transactions contemplated by this Agreement.

    


    Section
      8.     Indemnification &
Contribution.

    


    Indemnification.

    


    The
      Company and the Trust agree jointly and severally to indemnify and hold harmless
      the Purchaser, a Subsequent Purchaser and their respective affiliates
      (collectively, the “Indemnified Parties”) and the Indemnified Parties’
respective directors, officers, employees and agents and each person
      who
“controls” the Indemnified Parties within the meaning of either the Securities
      Act or the Exchange Act against any and all losses, claims, damages or
      liabilities, joint or several, to which they or any of them may become subject
      under the Securities Act, the Exchange Act or other federal or state statutory
      law or regulation, at common law or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based
      upon (i) any untrue statement or alleged untrue statement of a material fact
      contained in any information or documents furnished or made available to the
      Purchaser by or on behalf of the Company, (ii) the omission or alleged omission
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, or (iii) the breach or alleged
      breach of any representation, warranty or agreement of either Seller contained
      herein, and agrees to reimburse each such Indemnified Party, as incurred, for
      any legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, 

      
        
           

        

        
          17

          
            

          

        

        
           

        

      



    damage,
      liability or action.  This indemnity agreement will be in addition to
      any liability which the Company or the Trust may otherwise have. Promptly after
      receipt by an Indemnified Party under this Section 8 of notice of the
      commencement of any action, such Indemnified Party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section 8,
      promptly notify the indemnifying party in writing of the commencement thereof;
      but the failure so to notify the indemnifying party (i) will not relieve
      the indemnifying party from liability under Section 8.1.1 above unless and
      to
      the extent that such failure results in the forfeiture by the indemnifying
      party
      of material rights and defenses and (ii) will not, in any event, relieve
      the indemnifying party from any obligations to any Indemnified Party other
      than
      the indemnification obligation provided in Section 8.1.1 above.  The
      Purchaser shall be entitled to appoint counsel to represent the Indemnified
      Party in any action for which indemnification is sought.  An
      indemnifying party may participate at its own expense in the defense of any
      such
      action; provided, however, that counsel to the indemnifying party shall not
      (except with the consent of the Indemnified Party) also be counsel to the
      Indemnified Party.  In no event shall the indemnifying parties be
      liable for fees and expenses of more than one counsel (in addition to any local
      counsel) separate from their own counsel for all Indemnified Parties in
      connection with any one action or separate but similar or related actions in
      the
      same jurisdiction arising out of the same general allegations or
      circumstances.  An indemnifying party will not, without the prior
      written consent of the Indemnified Parties, settle or compromise or consent
      to
      the entry of any judgment with respect to any pending or threatened claim,
      action, suit or proceeding in respect of which indemnification may be sought
      hereunder (whether or not the Indemnified Parties are actual or potential
      parties to such claim, action, suit or proceeding) unless such settlement,
      compromise or consent includes an unconditional release of each Indemnified
      Party from all liability arising out of such claim, action, suit or
      proceeding.

    


    Contribution.

    


    In
      order
      to provide for just and equitable contribution in circumstances under which
      the
      indemnification provided for in Section 8.1 hereof is for any reason held to
      be
      unenforceable for the benefit of an Indemnified Party in respect of any losses,
      liabilities, claims, damages or expenses referred to therein, then each
      indemnifying party shall contribute to the aggregate amount of such losses,
      liabilities, claims, damages and expenses incurred by such Indemnified Party,
      as
      incurred, (i) in such proportion as is appropriate to reflect the relative
      benefits received by the Sellers, on the one hand, and the Purchaser, on the
      other hand, from the offering of the Securities or (ii) if the allocation
      provided by clause (i) is not permitted by applicable law, in such proportion
      as
      is appropriate to reflect not only the relative benefits referred to in clause
      (i) above, but also the relative fault of the Sellers, on the one hand, and
      the
      Purchaser, on the other hand, in connection with the statements, omissions
      or
      breaches, which resulted in such losses, liabilities, claims, damages or
      expenses, as well as any other relevant equitable considerations.

    


    The
      relative benefits received by the Sellers, on the one hand, and the Purchaser,
      on the other hand, in connection with the offering of the Securities shall
      be
      deemed to be in the same respective proportions as the total net proceeds from
      the offering of the Securities (before deducting expenses) received by the
      Sellers and the Fee paid by the Purchaser bear to the aggregate of such net
      proceeds and the Fee.


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    The
      Sellers and the Purchaser agree that it would not be just and equitable if
      contribution pursuant to this Section 8.2 were determined by pro rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to above in this
      Section 8.2.  The aggregate amount of losses, liabilities,
      claims, damages and expenses incurred by an Indemnified Party and referred
      to
      above in this Section 8.2 shall be deemed to include any legal or other
      expenses reasonably incurred by such Indemnified Party in investigating,
      preparing or defending against any litigation, or any investigation or
      proceeding by any governmental agency or body, commenced or threatened, or
      any
      claim whatsoever based upon any such untrue or alleged untrue statement,
      omission or alleged omission or breach or alleged breach.

    


    Notwithstanding
      any provision of this Section 8 to the contrary, the Purchaser shall
      not be required to contribute any amount in excess of the amount of the
      Fee.

    


    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.

    


    For
      purposes of this Section 8.2, each person, if any, who controls the
      Purchaser within the meaning of Section 15 of the Securities Act or
      Section 20 of the Exchange Act and the respective partners, directors,
      officers, employees and agents of the Purchaser or any such controlling person
      shall have the same rights to contribution as the Purchaser, while each officer
      and director of the Company, each trustee of the Trust and each person, if
      any,
      who controls the Company within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act shall have the same rights to
      contribution as the Sellers.

    


    Additional
      Remedies.  The indemnity and contribution agreements contained in
      this Section 8 are in addition to any liability that the Sellers may
      otherwise have to any Indemnified Party.

    


    Additional
      Indemnification.  The Company shall indemnify and hold harmless
      the Trust against all loss, liability, claim, damage and expense whatsoever,
      as
      due from the Trust under Sections 8.1 through 8.3
      hereof.

    


    Section
      9.     Rights and Responsibilities of
      Purchaser.

     

    [Reserved].

    


    Section
      10.     Termination.  This Agreement
      shall be subject to termination in the absolute discretion of the Purchaser,
      by
      notice given to the Company and the Trust prior to delivery of and payment
      for
      the Preferred Securities, if prior to such time (i) the Trust shall be unable
      to
      sell and deliver to the Purchaser at least $24,000,000 stated aggregate
      liquidation value of Preferred Securities, (ii) the Company or any of its
      subsidiaries that is an insured depository institution shall cease to be
“adequately-capitalized” within the meaning of 12 U.S.C. Section 1831 and
      applicable regulations adopted thereunder, or any formal administrative or
      judicial 

     


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    action
      is
      taken by any appropriate federal banking agency against the Company or any
      such
      insured subsidiary for unsafe and unsound banking practices, or violations
      of
      law, (iii) a suspension or material limitation in trading in securities
      generally shall have occurred on the New York Stock Exchange, (iv) a suspension
      or material limitation in trading in any of the Company’s securities shall have
      occurred on the exchange or quotation system upon which the Company’s securities
      are traded, if any, (v) a general moratorium on commercial banking
      activities shall have been declared either by federal or New Jersey authorities
      or (vi) there shall have occurred any outbreak or escalation of
      hostilities, or declaration by the United States of a national emergency or
      war
      or other calamity or crisis the effect of which on financial markets is such
      as
      to make it, in the Purchaser’s judgment, impracticable or inadvisable to proceed
      with the offering or delivery of the Preferred Securities.

     

    Section
      11.     Miscellaneous.

     

    Disclosure
      Schedule.  The term “Disclosure Schedule,” as used
      herein, means the schedule, if any, attached to this Agreement that sets forth
      items the disclosure of which is necessary or appropriate as an exception to
      one
      or more representations or warranties contained in Section 4
      hereof.  The Disclosure Schedule shall be arranged in paragraphs
      corresponding to the section numbers contained in Section
      4.  Nothing in the Disclosure Schedule shall be deemed adequate to
      disclose an exception to a representation or warranty made herein unless the
      Disclosure Schedule identifies the exception with reasonable particularity
      and
      describes the relevant facts in reasonable detail. Without limiting the
      generality of the immediately preceding sentence, the mere listing (or inclusion
      of a copy) of a document or other item in the Disclosure Schedule shall not
      be
      deemed adequate to disclose an exception to a representation or warranty made
      herein unless the representation or warranty has to do with the existence of
      the
      document or other item itself. Information provided by the Company in response
      to any due diligence questionnaire shall not be deemed part of the Disclosure
      Schedule and shall not be deemed to be an exception to one or more
      representations or warranties contained in Section 4 hereof unless such
      information is specifically included on the Disclosure Schedule in accordance
      with the provisions of this Section 11.1.

    


    Notices.  All
      communications hereunder will be in writing and effective only on receipt,
      and
      will be mailed, delivered by hand or courier or sent by facsimile and
      confirmed:

    


    If
      to the
      Purchaser, to:

    


    
      	
               

            	
              TWE,
                Ltd.

            


    

    
      	
               

            	
              c/o
                Maples Finance Limited

            


    

    
      	
               

            	
              P.O.
                Box 1093 GT, Queensgate House, South Church
                Street

            


    

    
      	
               

            	
              George
                Town, Grand Cayman, Cayman Islands

            


    

    
      	
               

            	
              (345)
                945-7100

            


    

    
      	
               

            	
              Attention:
                The Directors

            


    

    


     

    
      

      
        
           

        

        
          20

          
            

          

        

        
           

        

      


      with
        a
        copy to:

      


      


      Thacher
        Proffitt & Wood LLP

      Two
        World
        Financial Center

      New
        York,
        New York 10281

    

    Facsimile:  (212)
      912-7751

    Telephone:  (212)
      912-7400

    Attention:  Mark
      I. Sokolow, Esq.

     

    if
      to the
      Sellers, to:

    


    Greater
      Community Bancorp

    GCB
      Capital Trust III

    55
      Union
      Boulevard

    Totowa,
      NJ 07512

    Facsimile:
      (973) 942-3566

    Telephone:  (973)
      942-1111

    Attention:  Chief
      Financial Officer

     

    with
      a
      copy to:

    Quarles
      & Brady LLP

    411
      East
      Wisconsin Avenue

    Milwaukee,
      Wisconsin 53202

    Facsimile:
      (414) 978-8968

    Telephone:
      (414) 277-5143

    Attention:
      Hoyt R. Stastney

    


    All
      such
      notices and communications shall be deemed to have been duly given (i) at the
      time delivered by hand, if personally delivered, (ii) five business days after
      being deposited in the mail, postage prepaid, if mailed, (iii) when answered
      back, if telexed, (iv) the next business day after being telecopied, or (v)
      the
      next business day after timely delivery to a courier, if sent by overnight
      air
      courier guaranteeing next-day delivery. From and after the Closing, the
      foregoing notice provisions shall be superseded by any notice provisions of
      the
      Operative Documents under which notice is given. The Purchaser, the Sellers,
      and
      their respective counsel, may change their respective notice addresses, from
      time to time, by written notice to all of the foregoing persons.

     

    Parties
      in Interest, Successors and Assigns.  This Agreement will inure to
      the benefit of and be binding upon the parties hereto and their respective
      successors and permitted assigns.  Nothing expressed or mentioned in
      this Agreement is intended or shall be construed to give any person other than
      the parties hereto and the affiliates, directors, officers, employees, agents
      and controlling persons referred to in Section 8 hereof, their successors,
      assigns, heirs and legal representatives, and any Subsequent Purchaser, any
      right or obligation hereunder.  None of the rights or obligations of
      the Company or the Trust under this Agreement may be assigned, whether by
      operation of law or otherwise, without the Purchaser’s prior written
      consent.  The rights and obligations of the Purchaser under this
      Agreement may be assigned without the Company’s or the Trust’s consent; provided
      that the assignee assumes the obligations of the Purchaser under this
      Agreement.

    


     


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    Recourse
      Limited.  No recourse shall be had to any subscriber, officer,
      director, employee, trustee, equity holder, certificate holder, incorporator
      or
      agent of the Purchaser or its successors or assigns for any obligations
      hereunder.  The Sellers, severally and jointly, further agree (i) not
      to take any action in respect of any claims hereunder against any subscriber,
      officer, director, employee, trustee, equity holder, certificate holder,
      incorporator or agent of the Purchaser or any of its successors or assigns
      that
      is an investment vehicle issuing collateralized debt obligations and (ii) not
      to
      institute against any successor or assign of the Purchaser that is an investment
      vehicle issuing collateralized debt obligations any insolvency, bankruptcy,
      reorganization, liquidation or similar proceedings in any jurisdiction until
      one
      year and one day or, if longer, the applicable preference period then in effect,
      as the case may be, shall have elapsed since the final payments to the holders
      of the securities issued by such investment vehicle.

    


    Amendments.  This
      Agreement may not be modified, amended, altered or supplemented, except upon
      the
      execution and delivery of a written agreement by each of the parties
      hereto.

    


    Counterparts
      and Facsimile.  This Agreement may be executed by any one or more
      of the parties hereto in any number of counterparts, each of which shall be
      deemed to be an original, but all such counterparts shall together constitute
      one and the same instrument.  This Agreement may be executed by any
      one or more of the parties hereto by facsimile which shall be effective as
      delivery of a manually executed counterpart hereof.

    


    Headings.  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    Governing
      Law.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE
      TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE GENERAL
      OBLIGATIONS LAW).

    


    Submission
      to Jurisdiction.  ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY
      PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT
      IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY
      OF
      NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
      YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND
      DELIVERY OF THIS AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF
      ITS
      PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
      COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT
      OF OR
      IN CONNECTION WITH THIS AGREEMENT.

    


    Entire
      Agreement.  This Agreement, together with the Operative Documents
      and the other documents delivered in connection with the transactions
      contemplated by this Agreement, is intended by the parties as a final expression
      of their agreement and intended to be

      
        
           

        

        
          22

          
            

          

        

        
           

        

      



     a
      complete and exclusive statement of the agreement and understanding of the
      parties hereto in respect of the subject matter contained herein and therein.
      There are no restrictions, promises, warranties or undertakings, other than
      those set forth or referred to herein and therein. This Agreement, together
      with
      the Operative Documents and the other documents delivered in connection with
      the
      transaction contemplated by this Agreement, supersedes all prior agreements
      and
      understandings between the parties with respect to such subject
      matter.

    


    Severability.  In
      the event that any one or more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the remaining
      provisions hereof shall not be in any way impaired or affected, it being
      intended that all of the Purchaser’s rights and privileges shall be enforceable
      to the fullest extent permitted by law.

    


    Survival.
      The respective agreements, representations, warranties, indemnities and other
      statements of the Company and the Trust and their respective officers or
      trustees and of the Purchaser set forth in or made pursuant to this Agreement
      will remain in full force and effect, regardless of any investigation made
      by or
      on behalf of the Purchaser, the Company or the Trust or any of their respective
      officers, directors, trustees or controlling persons, and will survive delivery
      of and payment for the Preferred Securities.  The provisions of
      Sections 2.1, 7 and 8 shall survive the termination or cancellation of this
      Agreement.

    


    Signatures
      appear on the following page

     


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Purchase Agreement has been entered into as of the date
      first written above.

     

    
      
        	 	 
	 	
                GREATER
                  COMMUNITY BANCORP

              
	 	 
	 	
                By:

              	
                /s/
                  Anthony M. Bruno, Jr.

              
	 	 	
                Name:
                  Anthony M. Bruno, Jr.

              
	 	 	
                Title:
                  President and

                Chief
                  Executive Officer

              
	 	 
	 	 
	 	
                GCB
                  CAPITAL TRUST III

              
	 	
                By:
                  Greater Community Bancorp, as Depositor

              
	 	 
	 	
                By:

              	
                /s/
                  Stephen J. Mauger

              
	 	 	
                Name:
                  Stephen J. Mauger

              
	 	 	
                Title:
                  Sr. Vice President, Treasurer and

                Chief
                  Financial Officer

              


      

    

     

     

    
      
        	 	
                TWE,
                  LTD., as Purchaser,

              
	 	
                By:
                  Trapeza Capital Management, LLC, as Portfolio Manager

              
	 	 
	 	
                By:

              	
                /s/
                  Steven N. Stein

              
	 	 	
                Name:
                  Steven N. Stein

              
	 	 	
                Title:  Managing
                  Director

              


      

    


    
      
         

      

      
        S-1

        
          

        

      

      
         

              

                  EXHIBIT
            A-1      
    

      

    


    FORM
      OF
      THACHER PROFFITT & WOOD LLP OPINION

    


    Pursuant
      to Section 3.2(a) of the Purchase Agreement, Thacher Proffitt & Wood LLP, special counsel for
      the
      Purchaser, shall deliver an opinion to the effect that:

     

    
      	
              (i)

            	
              the
                Company and each Significant Subsidiary is validly existing as a
                corporation in good standing under the laws of the jurisdiction in
                which
                it is chartered or organized;

            


    

     

    
      	
              (ii)

            	
              the
                Company has corporate power and authority to (a) execute and deliver,
                and
                to perform its obligations under, the Operative Documents to which
                it is a
                party and (b) issue and perform its obligations under the
                Notes;

            


    

     

    
      	
              (iii)

            	
              neither
                the issue and sale of the Common Securities, the Preferred Securities
                or
                the Junior Subordinated Notes, nor the purchase by the Trust of the
                Junior
                Subordinated Notes, nor the execution and delivery of, and compliance
                with, the Operative Documents to which each is a party by, the Company
                or
                the Trust, nor the consummation of the transactions contemplated
                thereby
                will constitute a breach or violation of the Trust Agreement or the
                charter or by-laws of the Company;

            


    

     

    
      	
              (iv)

            	
              the
                Amended and Restated Trust Agreement has been duly authorized, executed
                and delivered by the Company and duly executed and delivered by the
                Administrative Trustees;

            


    

     

    
      	
              (v)

            	
              each
                of the Guarantee and the Indenture has been duly authorized, executed
                and
                delivered by the Company and, assuming it has been duly authorized,
                executed and delivered by the Guarantee Trustee and the Indenture
                Trustee,
                respectively, constitutes a legal, valid and binding obligation of
                the
                Company, enforceable against the Company in accordance with its terms,
                subject to applicable bankruptcy, insolvency and similar laws affecting
                creditors’ rights generally and to general principles of
                equity;

            


    

     

    
      	
              (vi)

            	
              the
                Junior Subordinated Notes have been duly authorized and executed
                by the
                Company and delivered to the Indenture Trustee for authentication
                in
                accordance with the Indenture and, when authenticated in accordance
                with
                the provisions of the Indenture and delivered to the Trust against
                payment
                therefor, will constitute legal, valid and binding obligations of
                the
                Company entitled to the benefits of the Indenture and enforceable
                against
                the Company in accordance with their terms, subject to applicable
                bankruptcy, insolvency and similar laws affecting creditors’ rights
                generally and to general principles of
                equity;

            


    

     

    
      	
              (vii)

            	
              the
                Trust is not, and, following the issuance of the Preferred Securities
                and
                the consummation of the transactions contemplated by the Operative
                Documents and the application of the proceeds therefrom, the Trust
                will
                not be, an “investment company” or an entity “controlled” by an
                “investment company,” in each case within the meaning of the Investment
                Company Act;

            


    

     

    
      	
              (viii)

            	
              assuming
                (a) the accuracy of the representations and warranties, and compliance
                with the agreements contained in the Purchase Agreement and (b) that
                the
                Preferred Securities are sold in a manner contemplated by, and in
                accordance with the Purchase Agreement and the Amended and Restated
                Trust
                Agreement, it is not necessary in connection with
                the

            


    

     


    
      
         

      

      
        A-1-1

        
          

        

      

      
         

      

    


    
      	
               

            	
              offer,
                sale and delivery of the Preferred Securities by the Trust to the
                Purchaser, to register any of the Securities under the Securities
                Act or
                to require qualification of the Indenture under the Trust Indenture
                Act of
                1939, as amended;

            


    

     

    
      	
              (ix)

            	
              the
                Purchase Agreement has been duly authorized, executed and delivered
                by the
                Company and the Trust; and,

            


    

     

    
      	
              (x)

            	
              the Indenture
                constitutes a valid and binding instrument of the Indenture Trustee,
                enforceable against the Indenture Trustee in accordance with its
                terms, except as rights to indemnity and contribution thereunder
                may be
                limited under applicable law or public policy, and subject to the
                qualifications that (i) enforcement thereof may be limited by bankruptcy,
                insolvency, receivership, reorganization, liquidation, voidable
                preference, moratorium or other laws (including the laws of fraudulent
                conveyance and transfer) or judicial decisions affecting the enforcement
                of creditors’ rights generally or the reorganization of financial
                institutions and (ii) the enforceability of the Indenture Trustee’s
                obligations thereunder is subject to general principles of equity
                (regardless of whether such enforceability is considered in a proceeding
                in equity or at law) and to the effect of certain laws and judicial
                decisions upon the availability and enforceability of certain remedies,
                including the remedies of specific performance and
                self-help.

            


    

     

    In
      rendering such opinions, such counsel may (A) state that its opinion is
      limited to the laws of the State of New York, the Delaware General
      Corporation Law and the federal laws of the United States; (B) as to
      matters involving the application of laws of any jurisdiction other than the
      State of New York and the Delaware General Corporation Law or the federal
      laws of the United States, (i) rely, to the extent deemed proper and
      specified in such opinion, upon the opinion of other counsel of good standing
      believed to be reliable and who are satisfactory to the Purchaser or (ii) assume
      such law is substantially similar to the law of the State of New York and,
      (C)
      as to matters of fact, rely to the extent deemed proper, on certificates of
      responsible officers of the Company and public officials.

     

    


     

    


     


    
      
         

      

      
        A-1-2

        
          

        

      

      
         

              

                  EXHIBIT
            A-2      
      

      

    


    FORM
      OF
      COMPANY COUNSEL OPINION

    OR
      OFFICERS’ CERTIFICATE

    


    Pursuant
      to Section 3.2(b) of the Purchase Agreement, either (i) counsel for the Company
      shall deliver an opinion, or (ii) the [General Counsel/Chief Legal Officer]
      of
      the Company shall deliver an opinion, or, (iii) if the Company does not have
      a
      General Counsel or Chief Legal Officer, the [Chief Executive
      Officer/President/Executive Vice President] and [Chief Financial
      Officer/Treasurer/Assistant Treasurer] of the Company shall provide an Officers’
Certificate, to the effect that:

     

    
      	
              (i)

            	
              all
                of the issued and outstanding shares of capital stock of each Significant
                Subsidiary are owned of record by the Company, and the issuance of
                the
                Preferred Securities and the Common Securities is not subject to
                any
                contractual preemptive rights known to such
                [counsel/officer];

            


    

     

    
      	
              (ii)

            	
              no
                consent, approval, authorization or order of any court or governmental
                authority is required for the issue and sale of the Common Securities,
                the
                Preferred Securities or the Junior Subordinated Notes, the purchase
                by the
                Trust of the Junior Subordinated Notes, the execution and delivery
                of and
                compliance with the Operative Documents by the Company or the Trust
                or the
                consummation of the transactions contemplated in the Operative Documents,
                except such approvals (specified in such [opinion/certificate]) as
                have
                been obtained;

            


    

     

    
      	
              (iii)

            	
              to
                the knowledge of such [counsel/officer], there is no action, suit
                or
                proceeding before or by any government, governmental instrumentality,
                arbitrator or court, domestic or foreign, now pending or threatened
                against or affecting the Trust or the Company or any Significant
                Subsidiary that could adversely affect the consummation of the
                transactions contemplated by the Operative Documents or could have
                a
                Material Adverse Effect;

            


    

     

    
      	
              (iv)

            	
              the
                Company is duly registered as a bank holding company
                under the Bank Holding Company Act and the
                regulations thereunder of the Federal Reserve Board, and the deposit
                accounts of the Company’s banking subsidiary are insured by the FDIC to
                the fullest extent permitted by law and the rules and regulations
                of the
                FDIC, and no proceeding for the termination of such insurance are
                pending
                or, to such person’s knowledge,
                threatened;

            


    

     

    
      	
              (v)

            	
              The
                execution, delivery and performance of the Operative Documents, as
                applicable, by the Company and the Trust and the consummation by
                the
                Company and the Trust of the transactions contemplated by the Operative
                Documents, as applicable, (a) will not result in any violation of
                the
                charter or bylaws of the Company, the charter or bylaws of any Significant
                Subsidiary, the Amended and Restated Trust Agreement or the Certificate
                of
                Trust, and (b) will not conflict with, or result in a breach of any
                of the
                terms or provisions of, or constitute a default (or an event which,
                with
                notice or lapse of time or both, would constitute a default) under,
                or
                result in the creation or imposition of any lien, charge and encumbrance
                upon any assets or properties of the Company or any Significant Subsidiary
                under, (A) any agreement, indenture, mortgage or instrument that
                the
                Company or any Significant Subsidiary is a party to or by which it
                may be
                bound or to which any of its

            


    

     


    
      
         

      

      
        A-2-1

        
          

        

      

      
         

      

    


    
      	
               

            	
              assets
                or properties may be subject, or (B) any existing applicable law,
                rule or
                administrative regulation [for General Counsel only:  except
                that I express no opinion with respect to the securities laws of
                the State
                of Delaware] of any court or governmental agency or authority having
                jurisdiction over the Company or any Significant Subsidiary or any
                of
                their respective assets or properties, except in case of (b), where
                any
                such violation, conflict, breach, default, lien, charge or encumbrance,
                would not have a material adverse effect on the assets, properties,
                business, results of operations or financial condition of the Company
                and
                its subsidiaries, taken as whole.

            


    

     

    All
      terms
      used but not defined herein shall have the meanings assigned to them in the
      Purchase Agreement.  A Subsequent Purchaser shall be entitled to rely
      on this [opinion/certificate].

     

    [Applies
      only to in-house counsel opinion]  [In rendering such opinions, such
      counsel may (A) state that the above is limited to the laws of the States
      of [Jurisdiction of bar admission], (B) rely as to matters of fact, to the
      extent deemed proper, on certificates of responsible officers of the Company
      and
      public officials.]

     

    



    
      
         

      

      
        A-2-2

        
          

        

      

      
         

              

                  EXHIBIT
            A-3      
        

      

    


    FORM
      OF
      TAX COUNSEL OPINION

    


    Pursuant
      to Section 3.2(c) of the Purchase Agreement, Quarles & Brady LLP, special
      tax counsel for the Sellers, shall deliver an opinion to the effect
      that:

     

    (vi)           the
      Trust will be classified for United States federal income tax purposes as a
      grantor trust and not as an association or a publicly traded partnership taxable
      as a corporation; and

     

    (vii)           for
      United States federal income tax purposes, the Junior Subordinated Notes will
      constitute indebtedness of the Company.

     

    A
      Subsequent Purchaser shall be entitled to rely on this opinion
      letter.

    


    In
      rendering such opinions, such counsel may (A) state that its opinion is
      limited to the laws of the State of [Jurisdiction of bar admission] and the
      federal laws of the United States and (B) rely as to matters of fact,
      to the extent deemed proper, on certificates of responsible officers of the
      Company and public officials.

     


    
      
         

      

      
        A-3-1

        
          

        

      

      
         

              

                  EXHIBIT
            A-4      
      

      

    


    FORM
      OF
      DELAWARE COUNSEL TRUST OPINION

    


    Pursuant
      to Section 3.2(d) of the Purchase Agreement, Morris James LLP, special Delaware
      counsel for the Trust, shall deliver an opinion to the effect that:

    


    
      	
               

            	
              The
                Trust has been duly created and is validly existing in good standing
                as a
                statutory trust under the Delaware Statutory 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 statutory trust have
                been
                made.

            


    

    


    
      	
               

            	
              Under
                the Delaware Statutory Trust Act and the Amended and Restated Trust
                Agreement, the Trust has the trust power and authority (i) to own
                property
                and conduct its business, all as described in the Amended and Restated
                Trust Agreement, (ii) to execute and deliver, and to perform its
                obligations under, each of the Purchase Agreement, the Common Securities
                Subscription Agreement, the Junior Subordinated Note Subscription
                Agreement, the Preferred Securities and the Common Securities, and
                (iii)
                to purchase and hold the Junior Subordinated
                Notes.

            


    

    


    
      	
               

            	
              Under
                the Delaware Statutory Trust Act, the certificate attached to the
                Amended
                and Restated Trust Agreement as Exhibit C is an appropriate form
                of
                certificate to evidence ownership of the Preferred Securities. The
                Preferred Securities have been duly authorized by the Amended and
                Restated
                Trust Agreement and, when issued in accordance with the Amended and
                Restated Trust Agreement and delivered against payment therefor in
                accordance with the Amended and Restated Trust Agreement and the
                Purchase
                Agreement, the Preferred Securities will be validly issued and (subject
                to
                the qualifications set forth in this paragraph) fully paid and
                nonassessable and will represent undivided beneficial interests in
                the
                assets of the Trust, and the Preferred Security Holders will be entitled
                to the benefits of the Amended and Restated Trust Agreement. The
                Preferred
                Security Holders 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 Preferred Security Holders may
                be
                obligated to make payments or provide indemnity or security as set
                forth
                in the Amended and Restated Trust
                Agreement.

            


    

    


    
      	
               

            	
              The
                Common Securities have been duly authorized by the Amended and Restated
                Trust Agreement and, when issued in accordance with the Amended and
                Restated Trust Agreement and delivered against payment therefor in
                accordance with the Amended and Restated Trust Agreement and the
                Common
                Securities Subscription Agreement, will be validly issued and will
                represent undivided beneficial interests in the assets of the Trust,
                and
                the Common Security Holder will be entitled to the benefits of the
                Amended
                and Restated Trust Agreement.

            


    

    


    
      	
               

            	
              Under
                the Delaware Statutory Trust Act and the Amended and Restated Trust
                Agreement, the issuance of the Preferred and the Common Securities
                is not
                subject to preemptive or other similar
                rights.

            


    


    
      
         

      

      
        A-4-1

        
          

        

      

      
         

      

    


    
      	
               

            	
              Under
                the Delaware Statutory Trust Act and the Amended and Restated Trust
                Agreement, the execution and delivery by the Trust of
                the Purchase Agreement, the Common Securities Subscription
                Agreement and the Junior Subordinated Note Subscription 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.

            


    

    


    
      	
               

            	
              The
                Amended and Restated Trust Agreement constitutes a legal, valid and
                binding obligation of the Company and the Trustees, enforceable against
                the Company and the Trustees in accordance with its
                terms.

            


    

    


    
      	
               

            	
              The
                issuance and sale by the Trust of the Preferred Securities and the
                Common
                Securities, the purchase by the Trust of the Junior Subordinated
                Notes,
                the execution, delivery and performance by the Trust of the Purchase
                Agreement, the Common Securities Subscription Agreement and the Junior
                Subordinated Note Subscription Agreement, the consummation by the
                Trust of
                the transactions contemplated by the Purchase Agreement, the Common
                Securities Subscription Agreement and the Junior Subordinated Note
                Subscription Agreement, and compliance by the Trust with its obligations
                thereunder are not prohibited by (i) the Certificate of Trust or
                the
                Amended and Restated Trust Agreement, or (ii) any law or regulation
                of the
                State of Delaware applicable to the
                Trust.

            


    

    


    
      	
               

            	
              No
                filing with, or authorization, approval, consent, license, order,
                registration, qualification or decree of, any Delaware court or Delaware
                governmental authority or Delaware agency is required solely in connection
                with the issuance and sale by the Trust of the Trust Securities,
                the
                purchase by the Trust of the Junior Subordinated Notes, the execution,
                delivery and performance by the Trust of the Purchase Agreement,
                the
                Common Securities Subscription Agreement and the Junior Subordinated
                Note
                Subscription Agreement, the consummation by the Trust of the transactions
                contemplated by the Purchase Agreement, and compliance by the Trust
                with
                its obligations thereunder.

            


    

    


    
      	
              (x)

            	
              The
                Preferred Security Holders (other than those Preferred Security Holders
                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.

            


    

     

    In
      rendering such opinions, such counsel may (A) state that its opinion is
      limited to the laws of the State of Delaware and (B) rely as to matters of
      fact, to the extent deemed proper, on certificates of responsible officers
      of
      the Company and public officials.

     


    
      
         

      

      
        A-4-2

        
          

        

      

      
         

              

                  EXHIBIT
            A-5      
     

      

    


    FORM
      OF
      TRUSTEE COUNSEL OPINION

    


    Pursuant
      to Section 3.2(e) of the Purchase Agreement, Morris James LLP, special counsel
      for the Property Trustee, the Guarantee Trustee, the Delaware Trustee and the
      Indenture Trustee, shall deliver an opinion to the effect that:

     

    
      	
              (i)

            	
              Wilmington
                Trust Company is duly incorporated and validly existing as a Delaware
                banking corporation in good standing under the laws of the State
                of
                Delaware with trust powers and its principal place of business in
                the
                State of Delaware.

            


    

    


    
      	
              (ii)

            	
              Wilmington
                Trust Company has requisite corporate power and authority to execute
                and
                deliver, and to perform its obligations under, the Amended and Restated
                Trust Agreement, the Guarantee Agreement and the
                Indenture.

            


    

    


    


    
      	
              (iii)

            	
              The
                execution, delivery, and performance by Wilmington Trust Company
                of the
                Amended and Restated Trust Agreement, the Guarantee Agreement and
                the
                Indenture have been duly authorized by all necessary corporate action
                on
                the part of Wilmington Trust Company, and the Amended and Restated
                Trust
                Agreement, the Guarantee Agreement and the Indenture have been duly
                executed and delivered by Wilmington Trust
                Company.

            


    

    


    
      	
              (iv)

            	
              The
                Amended and Restated Trust Agreement is a legal, valid and binding
                obligation of Wilmington Trust Company, enforceable against Wilmington
                Trust Company, in accordance with its
                terms.

            


    

    


    
      	
              (v)

            	
              No
                approval, authorization or other action by, or filing with, any
                governmental authority or agency under any law or regulation of the
                State
                of Delaware or the United States of America governing the trust powers
                of
                Wilmington Trust Company is required solely in connection with the
                execution, delivery and performance by Wilmington Trust Company of
                the
                Amended and Restated Trust Agreement, the Guarantee Agreement and
                the
                Indenture, except for the filing of the Certificate of Trust with
                the
                Secretary of State, which Certificate of Trust has been duly filed
                with
                the Secretary of State.

            


    

    


    
      	
              (vi)

            	
              The
                execution, delivery and performance of the Amended and Restated Trust
                Agreement, the Guarantee Agreement and the Indenture by Wilmington
                Trust
                Company are not prohibited by (i) the Charter or Bylaws of Wilmington
                Trust Company, (ii) any law or regulation of the State of Delaware
                or the
                United States of America governing the trust powers of Wilmington
                Trust
                Company, or (iii) to our knowledge (based and relying solely on the
                Officer Certificates), any agreements or instruments to which Wilmington
                Trust Company is a party or by which Wilmington Trust Company is
                bound or
                any judgment or order applicable to Wilmington Trust
                Company.

            


    

    


    
      	
              (vii)

            	
              The
                Junior Subordinated Notes delivered on the date hereof have been
                authenticated by due execution thereof and delivered by Wilmington
                Trust
                Company, as Indenture Trustee, in accordance with the Company
                Order.  The Preferred Securities delivered
                on

            


    

     


    
      
         

      

      
        A-5-1

        
          

        

      

      
         

      

    


    
      	
               

            	
              the
                date hereof have been authenticated by due execution thereof and
                delivered
                by Wilmington Trust Company, as Property Trustee, in accordance with
                the
                Trust Order.

            


    

     

    In
      rendering such opinions, such counsel may (A) state that its opinion is
      limited to the laws of the State of Delaware and the federal laws of the
      United States governing the trust powers of Wilmington Trust Company and
      (B) rely as to matters of fact, to the extent deemed proper, on
      certificates of responsible officers of Wilmington Trust Company and public
      officials.

     

     

     

    
 

    
      
         

      

      
        A-5-2

        
          

        

      

      
         

              

                  Exhibit
            B      
     

      

    


    FORM
      OF
      OFFICER’S CERTIFICATE

    


    The
      undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice
      President] hereby certifies, pursuant to Section 6.10 of the Purchase Agreement,
      dated as of July 2, 2007, that as of _________, 20___ the Company had the
      following ratios and balances:

     

    BANK
      HOLDING COMPANY

    


    As
      of
      [Quarterly Financial Dates]

    
      	 	 	 	 
	
              Tier
                1 Risk Weighted Assets

            	 	 	
              %

            
	 	 	 	 
	
              Ratio
                of Double Leverage

            	 	 	
              %

            
	 	 	 	 
	
              Non-Performing
                Assets to Loans and OREO

            	 	 	
              %

            
	 	 	 	 
	
              Tangible
                Common Equity as a Percentage of Tangible Assets

            	 	 	
              %

            
	 	 	 	 
	
              Ratio
                of Reserves to Non-Performing Loans

            	 	 	
              %

            
	 	 	 	 
	
              Ratio
                of Net Charge-Offs to Loans

            	 	 	
              %

            
	 	 	 	 
	
              Return
                on Average Assets (annualized)

            	 	 	
              %

            
	 	 	 	 
	
              Net
                Interest Margin (annualized)

            	 	 	
              %

            
	 	 	 	 
	
              Efficiency
                Ratio

            	 	 	
              %

            
	 	 	 	 
	
              Ratio
                of Loans to Assets

            	 	 	
              %

            
	 	 	 	 
	
              Ratio
                of Loans to Deposits

            	 	 	
              %

            
	 	 	 	 
	
              Double
                Leverage (exclude trust preferred as equity)

            	 	 	
              %

            
	 	 	 	 
	
              Total
                Assets

            	
               

            	
              $ 

            	 
	 	 	 	 
	
              Year
                to Date Income

            	
               

            	
              $ 

            	 


    

    


    *
      A table
      describing the quarterly report calculation procedures is attached.

    


    [FOR
      FISCAL YEAR END:  Attached hereto are the audited consolidated
      financial statements (including the balance sheet, income statement and
      statement of cash flows, and notes thereto, together with the report of the
      independent accountants thereon) of the Company and its consolidated
      subsidiaries for the three years ended _______, 20__.]

    


    [FOR
      FISCAL QUARTER END:  Attached hereto are the unaudited consolidated
      and consolidating  financial statements (including the balance sheet
      and income statement) of the Company and its consolidated subsidiaries for
      the
      fiscal quarter and [six/nine] month period ended _______,
      20___.]


    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    


    The
      financial statements fairly present in all material respects, in accordance
      with
      U.S. generally accepted accounting principles (“GAAP”), the financial position
      of the Company and its consolidated subsidiaries, and the results of operations
      and changes in financial condition as of the date, and for the [____ quarter
      interim] [annual] period ended _______, 20__, and such financial statements
      have
      been prepared in accordance with GAAP consistently applied throughout the period
      involved (expect as otherwise noted therein).

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of
      this _____ day of _____________, 20__

     

     

    
      
        	 	 	 
	 	
                Name:

              	 
	 	
                Title:

              	 
	 	
                Greater
                  Community Bancorp

              	 
	 	
                55
                  Union Boulevard

              	 
	 	
                Totowa,
                  NJ 07512

              	 
	 	
                 (973)
                  942-1111

              	 


      

    


    


    
      
        
           

        

        
          B-2

          
            

          

        

        
           

        

      

    

     

    Exhibit
      B


    


    


    FINANCIAL
      DEFINITIONS

    


    BANK
      HOLDING COMPANY

    


    
      	
              Report
                Item

            	
              Corresponding
                FRY-9C or LP Line Items with Line 
Item corresponding
                Schedules

            	
              Description
                of Calculation

            
	
              Tier
                1 Risk 
Weighted Assets

            	
              BHCK7206

              Schedule
                HC-R

            	
              Tier
                1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted
                Assets

            
	
              Ratio
                of Double 
Leverage

            	
              (BHCP0365)/(BCHCP3210)

              Schedule
                PC in the LP

            	
              Total
                equity investments in subsidiaries divided by the total equity capital.
                This field is calculated at the parent company level. “Subsidiaries”
                include bank, bank holding company, and non-bank
                subsidiaries.

            
	
              Non-Performing
                
Assets to Loans 
and OREO

            	
              (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744/(BHCK2122+BHCK2744)
                Schedules HC-C, HC-M & HC-N

            	
              Total
                Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual
&
                Repossessed Assets)/Total Loans+Foreclosed Real Estate

            
	
              Tangible
                Common 
Equity as a 
Percentage of 
Tangible
                Assets

            	
              (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)

              Schedule
                HC

            	
              (Equity
                Capital – Goodwill)/(Total Assets – Goodwill)

            
	
              Ratio
                of Reserves 
to Non-Performing 
Loans

            	
              (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)

              Schedules
                HC & HC-N & HC-R

            	
              Total
                Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
                Loans
                (Nonaccrual + Restructured)

            
	
              Ratio
                of Net 
Charge-Offs 
to Loans

            	
              (BHCK4635-BHCK4605)/(BHCK3516)

              Schedules
                HI-B & HC-K

            	
              Net
                charge offs for the period as a percentage of average
                loans.

            
	
              Return
                on Average 
Assets 
(annualized)

            	
              (BHCK4340/BHCK3368)

              Schedules
                HI & HC-K

            	
              Net
                Income as a percentage of Assets.

            
	
              Net
                Interest 
Margin 
(annualized)

            	
              (BHCK4519/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)

              Schedules
                HI Memorandum and HC-K

            	
              (Net
                Interest Income Fully Taxable Equivalent, if available/Average Earning
                Assets)

            
	
              Efficiency
                Ratio

            	
              (BHCK4093)/(BHCK4519+BHCK4079)

              Schedule
                HI

            	
              (Non-interest
                Expense)/(Net Interest Income Fully Taxable Equivalent, if available,
                plus
                Non-interest Income)

            
	
              Ratio
                of Loans to 
Assets

            	
              (BHCKB528+BHCK5369)/(BHCK2170)

              Schedule
                HC

            	
              Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                Assets

            
	
              Ratio
                of Loans to 
Deposits

            	
              (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)

              Schedule
                HC

            	
              Total
                Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
                Deposits (Includes Domestic and Foreign Deposits)

            
	
              Total
                Assets

            	
              (BHCK2170)

              Schedule
                HC

            	
              The
                sum of total assets. Includes cash and balances due from depository
                institutions; securities; federal funds sold and securities purchased
                under agreements to resell; loans and lease financing receivables;
                trading
                assets; premises and fixed assets; other real estate owned; investments
                in
                unconsolidated subsidiaries and associated companies; customer’s liability
                on acceptances outstanding; intangible assets; and other
                assets.

            


    

     

    B-3