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595,829 Warrants

Signature Bank

UNDERWRITING AGREEMENT

March 10, 2010

Deutsche Bank Securities Inc.

60 Wall Street, 4

th

Floor

New York, New York 10005

Ladies and Gentlemen:

The United States Department of the Treasury (the “Selling Security Holder”) proposes to

sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you

are acting as representative (the “Representative”), an aggregate of up to 595,829 warrants (the

“Warrants”) of Signature Bank, a New York state chartered bank (the “Bank”), representing the

right to purchase that same number of shares (the “Warrant Shares”) of the Bank’s common

stock, $0.01 par value (the “Common Stock”). The respective maximum amounts of the

Warrants to be so purchased by the several Underwriters are set forth opposite their names in

Schedule I hereto.

As the Representative, you have advised the Bank and the Selling Security Holder that (a) you

are authorized to enter into this Agreement on behalf of the several Underwriters, and (b) the several

Underwriters are willing, acting severally and not jointly, to purchase the numbers of Warrants set forth

opposite their respective names in Schedule I. If Deutsche Bank Securities Inc. is the sole

Underwriter named in Schedule I, then all references in this Agreement to the “Representative”

and the “Underwriters” shall be deemed to be references to Deutsche Bank Securities Inc.

In consideration of the mutual agreements contained herein and of the interests of the

parties in the transactions contemplated hereby, the parties hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE SELLING SECURITY HOLDER.

(a) The Bank represents and warrants to each of the Underwriters as follows:

(i) A preliminary offering circular (the “Preliminary Offering Circular”) and a

final offering circular (the “Offering Circular”), with respect to the Warrants and the

Warrant Shares, including the documents incorporated by reference therein, together with

the financial statements and any exhibits and schedules thereto, have been prepared by the

Exhibit 1.1

EXECUTION COPY
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Bank in conformity with the requirements of 12 CFR §335.101 et seq. (the “FDIC

Securities Regulations”), the FDIC Statement of Policy Regarding the Use of Offering

Circulars in Connection with Public Distribution of Bank Securities (61 Fed. Reg. 46808,

September 5, 1996) (the “FDIC Policy Statement”) and the Securities Exchange Act of

1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange

Commission (the “Commission”) thereunder, as applicable. Copies of the Preliminary

Offering Circular, including any amendments thereto, and the final Offering Summary,

including any amendments thereto, and the financial statements and any exhibits and

scheduled thereto, in each case as finally amended and revised, have heretofore been made

available by the Company to you.

(ii) The Warrants and the Warrant Shares are exempted securities under 3(a)(2)

of the Securities Act of 1933, as amended (the “Act”), and are exempt from the registration

requirements of the Act. Any reference herein to the Offering Circular or any Preliminary

Offering Circular or to any amendment or supplement to any of the foregoing documents

shall be deemed to refer to and include any documents incorporated by reference therein,

and, in the case of any reference herein to the Offering Circular, also shall be deemed to

include any documents incorporated by reference therein, and any supplements or

amendments thereto, furnished to the Representative by the Bank after the date of the

Offering Circular and prior to the termination of the offering of the Warrants by the

Underwriters.

(iii) As of the Applicable Time (as defined below) and as of the Closing Date

(as defined below), neither (i) the General Use Free Writing Offering Circular(s) (as

defined below) issued at or prior to the Applicable Time, the Preliminary Offering

Circular and the information included on Schedule II hereto, all considered together

(collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Free

Writing Offering Circular (as defined below), when considered together with the General

Disclosure Package, included or will include any untrue statement of a material fact or

omitted or will omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading;

provided, however, that the Bank makes no representations or warranties as to

information contained in or omitted from any Issuer Free Writing Offering Circular (as

defined below), in reliance upon, and in conformity with, written information furnished to

the Bank by the Selling Security Holder or by or through the Representative on behalf of

the Underwriters specifically for use therein, it being understood and agreed that the only

such information supplied by or through the Representatives is that described in Section

13 herein. As used in this subsection and elsewhere in this Agreement:

“Applicable Time” means the time at which bids submitted to the auction agent (the

“Auction Agent”) in connection with the auction relating to the Warrants (the “Auction”)
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become irrevocable and may no longer be withdrawn, as set forth in the Preliminary

Offering Circular (including any extension of such deadline).

“Issuer Free Writing Offering Circular” means any communication, relating to the

Warrants or the Warrant Shares, that would be an “issuer free writing prospectus,” as defined

in Rule 433 under the Act if the Warrants or the Warrant Shares were not exempt from the

registration requirements of the Act.

“General Use Free Writing Offering Circular” means any Issuer Free Writing Offering

Circular that is identified on Schedule III to this Agreement.

“Limited Use Free Writing Offering Circular” means any Issuer Free Writing

Offering Circular that is not a General Use Free Writing Offering Circular.

(iv) The Bank (A) has been duly organized and is validly existing as a bank in

good standing under the laws of the jurisdiction of its organization, (B) is chartered as a

New York State bank and (C) has corporate power and authority to own or lease its

properties and conduct its business as described in the General Disclosure Package and the

Offering Circular. The Bank is duly qualified to transact business and is in good standing

in each jurisdiction in which its ownership or lease of properties or the conduct of its

business requires such qualification, except where the failure to be so qualified or in good

standing would not, individually or in the aggregate, reasonably be expected to either (i)

have a material adverse effect on the business, management, results of operations, or

financial condition of the Bank and of its subsidiaries taken as a whole, or (ii) prevent the

consummation of the transactions contemplated hereby (the occurrence of any such effect

or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a

“Material Adverse Effect”).

(v) Each of the significant subsidiaries (as defined in Rule 1-02 of Regulation

S-X of the Securities and Exchange Commission (the “Commission”)) of the Bank as

listed in Exhibit A hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”) has

been duly organized and is validly existing as a corporation, banking corporation or

association, or other type of entity, as applicable, in good standing under the laws of the

jurisdiction of its incorporation, establishment or formation, as applicable, with corporate,

limited liability company or other organizational power and authority to own or lease its

properties and conduct its business as described in the General Disclosure Package and the

Offering Circular. Each Subsidiary is duly qualified to transact business and is in good

standing in each jurisdiction in which its ownership or lease of properties or the conduct of

its business requires such qualification, other than where the failure to be so qualified

would not reasonably be expected to have a Material Adverse Effect. The outstanding

shares of capital stock of each of the Subsidiaries have been duly authorized and validly
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issued, are fully paid and non-assessable and, other than as described in the General

Disclosure Package and the Offering Circular, are owned by the Bank or the Subsidiaries

free and clear of all liens, encumbrances, equities and claims. Other than as described in

the General Disclosure Package and the Offering Circular, no options, warrants or other

rights to purchase, agreements or other obligations to issue or other rights to convert any

obligations into shares of capital stock or ownership interests in the Subsidiaries are

outstanding.

(vi) The Warrants have been duly authorized and validly issued and constitute

valid and binding obligations of the Bank enforceable in accordance with their terms, and

no preemptive rights of stockholders exist with respect to any Warrant Shares issuable

upon exercise of the Warrants. The Warrants conform in all material respects to the

description thereof set forth in the General Disclosure Package and the Offering Circular.

The form of certificate for the Warrants conforms to the corporate law of the jurisdiction

of the Bank’s organization and to any requirements of the Bank’s organizational

documents. Neither the distribution of the Offering Circular nor the offering or sale of the

Warrants as contemplated by this Agreement gives rise to any rights, other than those

which have been waived or satisfied, for or relating to the registration of any Warrants or

Warrant Shares.

(vii) The Warrant Shares have been duly authorized, and, when issued and

delivered upon exercise of the Warrants against payment of the exercise price with respect

to the Warrants, will be fully paid and, except to the extent provided under Section 114

and 609(8)(i) of the New York State Banking Law (the “NYSBL”), non-assessable and

will not be subject to any preemptive or similar rights. The Warrant Shares will conform

in all material respects to the description thereof set forth in the General Disclosure

Package and the Offering Circular. The form of certificates for the Warrant Shares

conforms to the corporate law of the jurisdiction of the Bank’s organization and to any

requirements of the Bank’s organizational documents. The Bank has duly authorized the

reservation of the Warrant Shares.

(viii) The outstanding shares of capital stock of the Bank have been duly

authorized and validly issued and are fully paid and, except to the extent provided under

Section 114 and 609(8)(i) of the NYSBL, non-assessable.

(ix) Except as described in or contemplated by the General Disclosure Package

and the Offering Circular, there are no outstanding rights (including, without limitation,

pre-emptive rights), warrants or options to acquire from the Bank, or instruments

convertible or exchangeable for, any shares of capital stock or other equity interest in the

Bank or any of the Subsidiaries, or any contract, commitment, agreement, understanding

or arrangement of any kind to which the Bank or any of the Subsidiaries is a party relating

to the issuance of any capital stock of the Bank or any such Subsidiary, any such
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convertible or exchangeable securities or any such rights, warrants or options, except as

may have been granted by the Bank pursuant to employee awards and employee benefit

plans in the ordinary course of business and consistent with past practice.

(x) Neither the Federal Deposit Insurance Corporation (the “FDIC”) nor the

New York State Banking Department (the “NYSBD”) has issued an order preventing or

suspending the use of any Preliminary Offering Circular, any Issuer Free Writing Offering

Circular or the Offering Circular relating to the proposed offering of the Warrants, and no

proceeding for that purpose has been instituted or, to the Bank’s knowledge, threatened

by the FDIC or the NYSBD. The Preliminary Offering Circular and the Offering Circular

contains and any amendments or supplements thereto will contain, all statements required

to be stated therein by, and will conform in all material respects to, the requirements of the

FDIC Securities Regulations or Act and the Rules and Regulations (as defined below), as

applicable. The documents incorporated, or to be incorporated, by reference in the

Offering Circular conformed or, at the time filed with the FDIC, will conform, in all

material respects to the requirements of the FDIC Securities Regulations, the Exchange

Act or the Act, as applicable, and the rules and regulations of the Commission thereunder

(the “Rules and Regulations”), and such documents do not contain, and will not contain,

an untrue statement of a material fact and do not omit, or will not 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. The Offering Circular

and any amendment thereto do not contain, and will not contain, any untrue statement of a

material fact and do not omit, and will not 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 the General Disclosure Package and any

amendments and supplements thereto do not contain, and will not contain, any untrue

statement of a material fact, and do not omit, and will not omit, to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading; provided, however, that the Bank makes no

representations or warranties as to information contained in or omitted from the General

Disclosure Package or the Offering Circular, or any such amendment or supplement, in

reliance upon, and in conformity with, written information furnished to the Bank by the

Selling Security Holder or by or through the Representative on behalf of the Underwriters

specifically for use therein, it being understood and agreed that the only such information

furnished by or through the Representative is that described in Section 13 herein.

(xi) Each Issuer Free Writing Offering Circular, as of its issue date and at all

subsequent times through the completion of the public offer and sale of the Warrants or

until any earlier date that the Bank notified or notifies the Representative, did not, does

not and will not include any information that conflicted, conflicts or will conflict with the
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information contained in the Preliminary Offering Circular or the Offering Circular in any

material respect, including any document incorporated by reference therein.

(xii) The Bank has not, directly or indirectly, distributed and will not prior to the

Closing Date distribute any offering material in connection with the offering and sale of

the Warrants other than any Preliminary Offering Circular, the Offering Circular and other

materials, if any, permitted under the FDIC Securities Regulations, the FDIC Policy

Statement, the Act and consistent with Section 4(a)(ii) below.

(xiii) As of the date hereof, (i) the Bank is subject to the requirement to file

reports pursuant to Section 13 or Section 15(d) of the Exchange Act with the FDIC by

virtue of Section 12(i) of the Exchange Act and the FDIC Securities Regulations and has

been subject to such requirements for the preceding 36 calendar months, (ii) the Bank has

timely filed with the FDIC all reports and other materials required to be filed by Sections

13, 14 or 15(d) of the Exchange Act during the preceding 12 calendar months, (iii) the

Bank has filed with the FDIC an Annual Report on Form 10-K required under Section

13(a) or 15(d) under the Exchange Act for its most recently completed fiscal year, (iv) the

Bank is not, and during the past three years was not (nor was any predecessor), (A) a

blank check company as defined in Rule 419(a)(2) of the Act Regulations (as defined

below), (B) a shell company, other than a business combination related shell company,

each as defined in Rule 405 of the Securities Act Regulations (as defined below), (C) a

registrant for an offering of penny stock as defined in Rule 3a51-1 of the Exchange Act

Regulations, (D) the subject of a petition under any federal bankruptcy or state insolvency

law, (E) convicted of a felony or a misdemeanor described in paragraphs (i) through (iv)

of Section 15(b)(4)(B) of the Exchange Act, (F) the subject of a judicial or administrative

decree or order concerning the federal securities laws, or (G) the subject of any

proceeding, examination, refusal order or stop order under Sections 8 or 8A of the Act,

(v) the Bank is not (A) an investment company registered under the Investment Company

Act, (B) a business development company as defined in Section 2(a)(48) of the Investment

Company Act, or (C) an asset-backed issuer as defined in Item 1101 of Regulation AB,

(vi) the Bank makes its periodic and current reports filed pursuant to Section 13 or

Section 15(d) of the Exchange Act readily available and accessible on a web site

maintained by or for the Bank and containing information about the Bank, (vii) the

aggregate market value of the Bank’s capital stock or beneficial interests held by nonaffiliates of the Bank was $700 million or more as of February 26, 2010 and (viii) neither

the Bank nor any of its Subsidiaries have, since the end of the last fiscal year for which

certified financial statements of the Bank and its consolidated Subsidiaries were included

in a report filed pursuant to Section 13(a) or 15(d) under the Exchange Act, (A) failed to

pay any dividend or sinking fund installment on preferred stock or (B) defaulted on any

installment on indebtedness or any rental on a long-term lease, which default alone or
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aggregated with other defaults is material to the financial position of the Bank or its

Subsidiaries;

(xiv) The consolidated financial statements of the Bank and the Subsidiaries,

together with related notes and schedules as set forth or incorporated by reference in the

General Disclosure Package and the Offering Circular, comply as to form in all material

respects with the requirements of the Exchange Act and present fairly the financial

position and the results of operations and cash flows of the Bank and the Subsidiaries, at

the indicated dates and for the indicated periods. Such financial statements and related

schedules have been prepared in accordance with generally accepted principles of

accounting (“GAAP”), consistently applied throughout the periods involved, except as

disclosed therein, and all adjustments necessary for a fair presentation of results for such

periods have been made. The summary and selected consolidated financial and statistical

data included or incorporated by reference in the General Disclosure Package and the

Offering Circular present fairly the information shown therein and such data have been

compiled on a basis consistent with the financial statements presented therein and the

books and records of the Bank. Any disclosures contained in the General Disclosure

Package and the Offering Circular regarding “non-GAAP financial measures” (as such

term is defined by the Rules and Regulations) comply in all material respects with

Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Act, to

the extent applicable.

(xv) KPMG LLP (the “Accountants”), who have certified certain of the

financial statements filed with the FDIC as part of, or incorporated by reference in, the

General Disclosure Package and the Offering Circular, is an independent registered public

accounting firm with respect to the Bank and the Subsidiaries within the meaning of the

Act, the applicable Rules and Regulations and the rules and regulations of the Public

Company Accounting Oversight Board (United States) (the “PCAOB”).

(xvi) Except as disclosed in the General Disclosure Package and the Offering

Circular, neither the Bank nor any of the Subsidiaries is aware of (i) any material weakness

in its internal control over financial reporting as of or since the date of the most recent

audited financial statements incorporated by reference therein or (ii) change in internal

control over financial reporting that has materially affected, or is reasonably likely to

materially affect, the Bank’s internal control over financial reporting as of or since the date

of the most recent unaudited interim financial statements incorporated by reference

therein.

(xvii) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and

the rules and regulations promulgated by the Commission and the Exchange (as defined

below) thereunder (the “Sarbanes-Oxley Act”) are applicable to the Bank, there is and has
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been no failure on the part of the Bank to comply in all material respects with any

provision thereof.

(xviii) There is no action, suit, claim, proceeding, inquiry or investigation before

any court or governmental agency or otherwise, pending or, to the knowledge of the

Bank, threatened against the Bank or any of the Subsidiaries that is reasonably likely to

result in a Material Adverse Effect, except as set forth in the General Disclosure Package

and the Offering Circular.

(xix) Since the respective dates as of which information is given in the General

Disclosure Package and the Offering Circular, as each may be amended or supplemented,

there has not been any material adverse change in or affecting the business, management,

results of operations or financial condition of the Bank and the Subsidiaries taken as a

whole.

(xx) Neither the Bank nor any Subsidiary is, or with the giving of notice or lapse

of time or both would be, (i) in violation of its certificate or articles of incorporation, bylaws, certificate of formation, limited liability agreement, partnership agreement or other

organizational documents or (ii) in violation of or in default under any agreement, lease,

contract, indenture or other instrument or obligation material to the conduct of the

business of the Bank and its Subsidiaries, taken as a whole, to which it is a party or by

which it, or any of its respective properties, is bound and, solely with respect to this clause

(ii), which violation or default would reasonably be expected to have a Material Adverse

Effect. The execution and delivery of this Agreement and the consummation of the

transactions herein contemplated and the fulfillment of the terms hereof will not conflict

with or result in a breach of (i) any of the terms or provisions of, or constitute a default

under, any indenture, mortgage, deed of trust or other agreement or instrument to which

the Bank or any Subsidiary is a party or by which the Bank or any Subsidiary or any of

their respective properties is bound, except where such conflict or breach would not

reasonably be expected to result in a Material Adverse Effect, (ii) the certificate or articles

of incorporation or by-laws of the Bank, or (iii) any law, rule or regulation, judgment,

order, writ or decree applicable to the Bank or any Subsidiary of any court or of any

government, regulatory body or administrative agency or other governmental body having

jurisdiction over the Bank or any Subsidiary.

(xxi) The execution and delivery of, and the performance by the Bank of its

obligations under, this Agreement has been duly and validly authorized by all necessary

corporate action on the part of the Bank, and this Agreement has been duly executed and

delivered by the Bank.
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(xxii) Any material approval, consent, order, authorization, designation,

declaration or filing by or with any regulatory, administrative or other governmental body

necessary in connection with the execution and delivery by the Bank of this Agreement

and the consummation by the Bank of the transactions herein contemplated (except such

additional steps as may be required by the FDIC, the Commission, the Financial Industry

Regulatory Authority, Inc. (“FINRA”) or such steps as may be necessary to qualify the

Warrants and the Warrant Shares for public offering by the Underwriters under state

securities or Blue Sky laws) has been obtained or made and is in full force and effect.

(xxiii) The Bank and each of the Subsidiaries hold all licenses, certificates,

consents, orders, approvals, permits and other authorizations from governmental

authorities to lease or own, as the case may be, and to operate, their respective properties

and to carry on their respective businesses, except where the failure to own, possess or

maintain such governmental licenses, certificates, consents, orders, approvals, permits and

other authorizations would not, individually or in the aggregate, reasonably be expected to

result in a Material Adverse Effect.

(xxiv) Neither the Bank, nor to the Bank’s knowledge, any of its affiliates, has taken,

directly or indirectly, any action designed to cause or result in, or which has constituted or

which might reasonably be expected to constitute, the stabilization or manipulation of the price

of the Warrants or the Warrant Shares to facilitate the sale or resale of the Warrants excluding,

for the avoidance of doubt, any bid for or purchase of Warrants made pursuant to the process

described in the General Disclosure Package.

(xxv) Neither the Bank nor any of the Subsidiaries is required to register as an

“investment company” within the meaning of such term under the Investment Company

Act of 1940 as amended (the “1940 Act”), and the rules and regulations of the

Commission thereunder.

(xxvi) The Bank and each of the Subsidiaries maintains a system of internal

accounting controls sufficient to provide reasonable assurances that (i) transactions are

executed in accordance with management’s general or specific authorization; (ii)

transactions are recorded as necessary to permit preparation of financial statements in

conformity with GAAP and to maintain accountability for assets; (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 existing assets at reasonable

intervals and appropriate action is taken with respect to any differences.

(xxvii) To the best knowledge of the Bank, the operations of the Bank and the

Subsidiaries are and have been conducted at all times in material compliance with

applicable financial record-keeping and reporting requirements of the Currency and

Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering
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statutes and applicable rules and regulations thereunder (collectively, the “Money

Laundering Laws”), and no action, suit or proceeding by or before any court or

governmental agency, authority or body or any arbitrator involving the Bank or any or the

Subsidiaries with respect to the Money Laundering Laws is pending or, to the Bank’s

knowledge, threatened, which would reasonably be expected to have a Material Adverse

Effect.

(xxviii) Neither the Bank nor, to the Bank’s knowledge, any director, officer,

agent, employee or affiliate of the Bank is currently subject to any U.S. sanctions

administered by the Office of Foreign Assets Control of the U.S. Treasury Department

(“OFAC”).

(xxix) Neither the Bank nor any of the Subsidiaries nor, to the knowledge of the

Bank, any director, officer, agent, employee or affiliate of the Bank or any of the

Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in

a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended,

and the rules and regulations thereunder (the “FCPA”), including, without limitation,

making use of the mails or any means or instrumentality of interstate commerce corruptly

in furtherance of an offer, payment, promise to pay or authorization of the payment of any

money, or other property, gift, promise to give, or authorization of the giving of anything

of value to any “foreign official” (as such term is defined in the FCPA) or any foreign

political party or official thereof or any candidate for foreign political office, in

contravention of the FCPA and the Bank, its subsidiaries and, to the knowledge of the

Bank, its affiliates have conducted their businesses in compliance with the FCPA and have

instituted and maintain policies and procedures designed to ensure, and which are

reasonably expected to continue to ensure, continued compliance therewith.

(xxx) The Common Stock is registered pursuant to Section 12(b) of the

Exchange Act and is listed on the Nasdaq Global Select Market (the “Exchange”), and the

Bank has not received any notification that the FDIC, the Commission or the Exchange is

contemplating terminating such registration or listing. The Warrants shall be registered

pursuant to Section 12(b) of the Exchange Act prior to the opening of trading on the day

after the day on which the submission deadline for the Auction occurs and have been

approved for listing on the Exchange subject to notice of issuance, and the Bank has not

received any notification that the FDIC, the Commission or the Exchange is contemplating

terminating such registration or listing.

(b) The Selling Security Holder represents and warrants as follows:

(i) The Selling Security Holder now has and at the Closing Date will have

good and marketable title to the Warrants to be sold by it, free and clear of any liens,

encumbrances, equities and claims, and full right, power and authority to effect the sale
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and delivery of the Warrants; and upon the delivery of, against payment for, the Warrants

pursuant to this Agreement, and assuming an Underwriter does not have notice of any

adverse claim (within the meaning of the Uniform Commercial Code as in effect in the

State of New York), such Underwriter will acquire good and marketable title thereto, free

and clear of any liens, encumbrances, equities and claims.

(ii) The Selling Security Holder has full right, power and authority to execute

and deliver this Agreement and to perform its obligations hereunder, and this Agreement

has been duly authorized, executed and delivered by or on behalf of the Selling Security

Holder.

(iii) No consent, approval or waiver is required under any instrument or

agreement to which the Selling Security Holder is a party or by which the Selling Security

Holder is bound in connection with the offering, sale or purchase by the Underwriters of

any of the Warrants which may be sold by the Selling Security Holder under this

Agreement or the consummation by the Selling Security Holder of any of the other

transactions contemplated hereby.

2. PURCHASE, SALE AND DELIVERY OF THE WARRANTS.

(a) On the basis of the representations, warranties and covenants herein contained, and

subject to the conditions herein set forth and the Auction procedures described in the Preliminary

Offering Circular and the Offering Circular, the Selling Security Holder agrees to sell to the

Underwriters and the Underwriters agree to severally and not jointly purchase as set forth in

Schedule I hereto, subject to any decrease pursuant to Section 2(b) once the Clearing Price (as

defined below) has been determined, an aggregate of 595,829 Warrants (the “Number of Offered

Warrants”) at a price per Warrant equal to (i) the price per Warrant (the “Clearing Price”) to be

agreed in writing between the Auction Agent and the Selling Security Holder (such Clearing Price

to be determined following the submission deadline for the Auction to be commenced promptly

following the execution of this Agreement), minus (ii) a discount per Warrant equal to 1.5% of

the Clearing Price; provided that if the aggregate discount for all Warrants sold would be less than

$150,000, the discount percentage shall be increased such that the aggregate discount is equal to

$150,000.

(b) If the number of Warrants for which bids are received in the Auction is (i) less than

50% of the Number of Offered Warrants, then no sales of Warrants shall be made pursuant to this

Agreement, (ii) is 50% or more but less than 100% of the Number of Offered Warrants, then the

Selling Security Holder may, but shall not be required to, sell at the minimum price in the Auction

(which in such case shall be the Clearing Price for purposes of this Agreement) however many

Warrants it chooses to sell, up to the number of bids received in the Auction and (iii) 100% or

more of the Number of Offered Warrants but the Selling Security Holder determines in its sole

discretion not to sell any Warrants at the Clearing Price and so advises the Representative, then
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no sales of Warrants shall be made pursuant to this Agreement. If (x) the Selling Security Holder

chooses to sell any Warrants in the case of subclause (ii) hereof, it shall sell a number of Warrants

equal to at least 50% of the Number of Offered Warrants and (y) if the Selling Security Holder

chooses to sell any Warrants in the case of subclause (iii) hereof, it shall sell 100% of the Number

of Offered Warrants. In the case of subclause (ii) or subclause (iii) hereof, the Selling Security

Holder shall notify the Representative as promptly as practicable after completion of the Auction

of the number of Warrants it will sell pursuant to this Agreement or its decision not to sell any

Warrants, as the case may be.

(c) Payment for the Warrants to be sold hereunder is to be made in Federal (same day)

funds to an account designated by the Selling Security Holder (or its agent) against delivery of

certificates therefor to the Representative by the Selling Security Holder (or its agent). Such

payment and delivery are to be made through the facilities of The Depository Trust Company at

10:00 a.m., New York time, on March 16, 2010 or at such other time and date not later than five

business days thereafter as the Representative, the Bank and the Selling Security Holder shall

agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein,

“business day” means a day on which the Exchange is open for trading and on which banks in

New York are open for business and not permitted by law or executive order to be closed.)

3. OFFERING BY THE UNDERWRITERS.

It is understood that the several Underwriters plan to make a public offering of the

Warrants and conduct the Auction promptly following the execution of this Agreement. It is

further understood that you will act as the Representative for the Underwriters in the offering and sale

of the Warrants in accordance with a Master Agreement Among Underwriters entered into by you and

the several other Underwriters.

4. COVENANTS OF THE BANK AND THE SELLING SECURITY HOLDER.

(a) The Bank covenants and agrees with the several Underwriters that:

(i) The Bank will (A) prepare for public distribution a Preliminary Offering

Circular in a form approved by the Representative as promptly as practicable following the

execution of this Agreement; (B) prepare for public distribution an Offering Circular in a

form approved by the Representative, and (C) not distribute an amendment or supplement

to the General Disclosure Package or the Offering Circular or document incorporated by

reference therein of which the Representative and the Selling Security Holder shall not

previously have been advised and furnished with a copy or to which the Representative

shall have reasonably objected in writing or which is not in compliance with the Rules and

Regulations.
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(ii) The Bank will (i) not issue an Issuer Free Writing Offering Circular or any

communication that would be an “issuer free writing prospectus,” as defined in Rule 433

under the Act if the Warrants or the Warrant Shares were not exempt from the registration

requirements of the Act, unless the Representative approves its use in writing prior to first

use (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent

of the Representative hereto shall be deemed to have been given in respect of the Issuer

Free Writing Offering Circular(es) included in Schedule III hereto, (ii) treat each

Permitted Free Writing Offering Circular as an Issuer Free Writing Offering Circular, and

(iii) comply with any requirements of the FDIC Securities Regulations and the FDIC

Policy Statement applicable to any Issuer Free Writing Prospectus, including any

requirements relating to timely filing with the FDIC, legending and record keeping.

(iii) The Bank will advise the Representative and the Selling Security Holder

promptly (A) when any supplement to the Offering Circular shall have been distributed,

(B) of receipt of any comments from the FDIC or any other regulatory agency, (C) of any

request of the FDIC for any amendment or supplement to the General Disclosure Package

or the Offering Circular or any document incorporated by reference therein or otherwise

deemed to be a part thereof or for any additional information and (D) of the issuance by

the FDIC or the Commission of any order preventing or suspending the use of any

Preliminary Offering Circular, any Issuer Free Writing Offering Circular or the Offering

Circular, or of the institution of any proceedings for that purpose or pursuant to Section

8A of the Act. The Bank will use reasonable best efforts to prevent the issuance of any

such order and to obtain as soon as possible the lifting thereof, if issued.

(iv) The Bank agrees to pay any required filing fees relating to the Warrants

and the Warrants Shares for the Preliminary Offering Circular, any Issuer Free Writing

Offering Circular and the Offering Circular and any amendments or supplements thereto.

(v) The Bank will cooperate with the Representative in endeavoring to qualify

the Warrants and the Warrant Shares for sale under the securities laws of such

jurisdictions as the Representative may reasonably have designated in writing and will

make such applications, file such documents, and furnish such information as may be

reasonably required for that purpose, provided the Bank shall not be required to qualify as

a foreign corporation or to file a general consent to service of process in any jurisdiction

where it is not now so qualified or required to file such a consent. The Bank will, from

time to time, prepare and file such statements, reports, and other documents, as are or may

be required to continue such qualifications in effect for so long a period as the

Representative may reasonably request for distribution of the Warrants and the Warrant

Shares.

(vi) The Bank will deliver to, or upon the order of, the Representative or the

Selling Security Holder, from time to time, as many copies of any Preliminary Offering Circular
NEWYORK 7520113 (2K)

14

and any Issuer Free Writing Offering Circular as the Representative or the Selling Security

Holder, as the case may be, may reasonably request.

(vii) The Bank will comply with the FDIC Securities Regulations, the FDIC

Policy Statement, the Act, the Exchange Act and the Rules and Regulations, as applicable,

so as to permit the completion of the distribution of the Warrants and the Warrant Shares

as contemplated in this Agreement and the Offering Circular. If during the period in

which an offering circular is required by law to be delivered by the Representative or any

dealer any event shall occur as a result of which, in the judgment of the Bank, it becomes

necessary to amend or supplement the Preliminary Offering Circular in order to make the

statements therein, in the light of the circumstances existing at the time the Preliminary

Offering Circular (or the notice referred to above) is delivered to a purchaser, not

misleading, or, if it is necessary at any time to amend or supplement the Preliminary

Offering Circular to comply with any law, the Bank promptly will either (i) prepare and

publicly distribute an appropriate supplement to the Preliminary Offering Circular or (ii)

prepare and file with the FDIC an appropriate filing under the Exchange Act which shall

be incorporated by reference in the Preliminary Offering Circular so that the Offering

Circular as so amended or supplemented will not, in the light of the circumstances when it

(or such notice) is so delivered, be misleading, or so that the Offering Circular will comply

with the law.

(viii) If the General Disclosure Package is being used in connection with the sale of

the Warrants at a time when the Offering Circular is not yet available to prospective purchasers

and any event shall occur as a result of which, in the judgment of the Bank, it becomes

necessary to amend or supplement the General Disclosure Package in order to make the

statements therein, in the light of the circumstances existing at the time, not misleading, or if it

is necessary at any time to amend or supplement the General Disclosure Package to comply

with any law, the Bank promptly will either (i) prepare, publicly distribute and furnish to the

Representative and any dealers an appropriate amendment or supplement to the General

Disclosure Package or (ii) prepare and file with the FDIC an appropriate filing under the FDIC

Securities Regulations or the FDIC Policy Statement which shall be incorporated by reference

in the General Disclosure Package so that the General Disclosure Package as so amended or

supplemented will not, in the light of the circumstances existing at the time, be misleading or so

that the General Disclosure Package will comply with law.

(ix) No offering, sale, short sale or other disposition of any warrants or shares of

Common Stock of the Bank or other securities convertible into or exchangeable or exercisable

for shares of Common Stock or derivative of Common Stock (or agreement for such) will be

made for a period of 45 days after the date of the Offering Circular (such period, the “Lockup

Period”), directly or indirectly, by the Bank otherwise than hereunder or with the prior written

consent of the Representative. Such restrictions shall not apply to (i) the issuance by the Bank
NEWYORK 7520113 (2K)

15

of Common Stock or securities convertible into or exchangeable for Common Stock in

connection with the exercise of any option or warrant or the conversion of a security

outstanding on the date of this Agreement, (ii) the sale or distribution by the Bank of equity

securities and/or options or other rights in respect of transactions that would be required to be

registered on Form S-4 or S-8 (or any successor form) if the Bank were subject to the

registration requirements of the Act, (iii) grants and issuances by the Bank ofshares of equity

securities and/or options or other rights in respect thereof pursuant to stock-based

compensation or incentive plans of the Bank, (iv) the issuance ofshares of Common Stock in

connection with dividend reinvestment plans or employee stock purchase plans, and (v)

issuances ofshares of Common Stock in connection with any court order or decree.

(x) The Bank will use reasonable best efforts to effect and maintain, subject to

notice of issuance, the listing of the Warrant Shares issuable upon the exercise of the

Warrants on the Exchange and to maintain the listing of the Warrants on the Exchange.

(xi) The Bank will reserve and keep available at all times, free of preemptive or

other similar rights, a sufficient number of shares of Common Stock for the purpose of

enabling the Bank to satisfy any obligations to issue such shares upon exercise of the

Warrants.

(xii) The Bank has caused each executive officer and director of the Bank

identified on Schedule IV to furnish to you a letter or letters, dated the date hereof,

substantially in the form attached hereto as Exhibit B (the “Lockup Agreement”).

(xiii) The Bank will maintain a transfer agent and, if necessary under the

jurisdiction of organization of the Bank, a registrar for the Warrants and for the Common

Stock.

(xiv) The Bank will not take, directly or indirectly, any action designed to cause

or result in, or that has constituted or might reasonably be expected to constitute, the

stabilization or manipulation of the price of the Warrants or the Common Stock excluding,

for the avoidance of doubt, any bid for or purchase of Warrants made pursuant to the

process described in the General Disclosure Package.
NEWYORK 7520113 (2K)

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(b) The Selling Security Holder covenants and agrees with the several Underwriters

that it will not prepare or have prepared on its behalf or use or refer to, any communication that

would constitute a “free writing prospectus,” as defined in Rule 405 under the Act if the Warrants or

the Warrant Shares were not exempt from the registration requirements of the Act and agrees that it

will not distribute any written materials in connection with the offer or sale of the Warrants

without the prior approval of the Representative.

5. COSTS AND EXPENSES.

The Bank will pay all costs, expenses and fees incident to the performance of its

obligations under this Agreement and certain costs, expenses and fees of the Selling Security

Holder, including, without limiting the generality of the foregoing, the following: (i) accounting

fees of the Bank; (ii) the fees and disbursements of counsel for the Bank and the reasonable fees

and disbursements of Simpson Thacher & Bartlett LLP, counsel for Selling Security Holder, not

to exceed $25,000; (iii) any roadshow expenses; (iv) the cost of printing and delivering to, or as

requested by, the Representative copies of the Preliminary Offering Circular, any Issuer Free

Writing Offering Circular, the Offering Circular, this Agreement and any supplements or

amendments thereto; (v) the filing fees and expenses (including legal fees and disbursements)

incident to securing any required review by FINRA of the terms of the sale of the Warrants

relating specifically to this offering of Warrants; (vi) any listing fee of the Exchange with respect

to the Warrants or the Warrant Shares; and (vii) the expenses, including the reasonable fees and

disbursements of Underwriter Counsel (as defined herein), incurred in connection with the

qualification of the Warrants and the Warrant Shares under state securities or Blue Sky laws

relating specifically to this offering of Warrants. The Selling Security Holder will pay all costs,

fees and expenses incident to the performance of its obligations under this Agreement to the

extent not paid by the Bank. Neither the Bank nor the Selling Security Holder shall be required to

pay for any Underwriter’s expenses (other than those related to state securities or Blue Sky laws

and qualification under FINRA regulations) except that if this Agreement shall not be

consummated (a) because the conditions in Section 6 hereof (other than Section 6(b)) are not

satisfied, (b) because this Agreement is terminated by the Representative pursuant to Section

11(a)(i), (v) or (vi) or Section 11(b) hereof, or (c) by reason of any failure, refusal or inability on

the part of the Bank to perform any undertaking or satisfy any condition of this Agreement or to

comply with any of the terms hereof on their part to be performed, unless such failure, refusal or

inability is (1) due primarily to the default or omission of any Underwriter or (2) because the

Selling Security Holder is not selling any Warrants pursuant to Section 2(b) of this Agreement,

then in the case of any of (a), (b) or (c) the Bank shall reimburse the several Underwriters for

reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably

incurred in connection with investigating, marketing and proposing to market the Warrants or in

contemplation of performing their obligations hereunder; provided that the Bank and the Selling

Security Holder shall not in any event be liable to the several Underwriters for damages on

account of loss of anticipated profits from the sale by them of the Warrants.
NEWYORK 7520113 (2K)

17

The provisions of this Section shall not supersede or otherwise affect any agreement that

the Bank and the Selling Security Holder may otherwise have for the allocation of such expenses

between them.

6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS.

The several obligations of the Underwriters to purchase the Warrants on the Closing Date

are subject to the accuracy, as of the Applicable Time and the Closing Date, of the representations

and warranties of the Bank and the Selling Security Holder contained herein, and to the

performance by the Bank and the Selling Security Holder of its covenants and obligations

hereunder and to the following additional conditions:

(a) Any request of the FDIC for additional information shall have been disclosed to

the Representative and complied with to its reasonable satisfaction. No stop order shall have been

issued, no proceedings for that purpose or pursuant to Section 8A under the Act shall have been

taken or, to the knowledge of the Bank, shall be contemplated or threatened by the FDIC or the

NYSBD; no notice of objection of the FDIC to the use of the General Disclosure Package or the

Offering Circular shall have been received; and no injunction, restraining order or order of any

nature by a Federal or state court of competent jurisdiction shall have been issued as of the

Closing Date which would prevent the offer or sale of the Warrants.

(b) The Selling Security Holder and the Representative shall have agreed to the

Clearing Price in writing.

(c) The Representative shall have received on the Closing Date the opinion of Paul,

Weiss, Rifkind, Wharton & Garrsion, outside counsel for the Bank (“Bank Outside Counsel”),

dated the Closing Date, addressed to the Underwriters (and stating that it may be relied upon by

counsel to the Underwriters) in a form previously agreed upon.

(d) The Representative shall have received on the Closing Date the opinion of Richard

Backofen, in-house counsel for the Bank (“Bank In-House Counsel”), dated the Closing Date,

addressed to the Underwriters (and stating that it may be relied upon by counsel to the

Underwriters) in a form previously agreed upon.

(e) The Representative shall have received from White & Case LLP, counsel for the

Underwriters (“Underwriter Counsel”), an opinion dated the Closing Date, in form and substance

reasonably satisfactory to the Representative, and such counsel shall have received such

documents and information as they may reasonably request to enable them to pass upon such

matters. Such opinion shall include a statement to the effect that nothing has come to the attention of

such counsel which leads them to believe that (i) the General Disclosure Package, as of the Applicable

Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in

order to make the statements therein, in the light of the circumstances under which they were made,
NEWYORK 7520113 (2K)

18

not misleading and (ii) the Offering Circular, or any supplement thereto, as of its date and as of the

Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a

material fact, necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading (except that such counsel need express no view as to financial

statements and schedules and other financial data therein). With respect to such statement,

Underwriter Counsel may state that their belief is based upon the procedures set forth therein, but is

without independent check and verification.

(f) The Representative shall have received from Cleary Gottlieb Steen & Hamilton

LLP, an opinion dated the Closing Date, in form and substance reasonably satisfactory to the

Representative, and such counsel shall have received such documents and information as they may

reasonably request to enable them to pass upon such matters.

(g) The Representative shall have received, on the date of this Agreement and on the

Closing Date, a letter dated such date in form and substance satisfactory to you, of the

Accountants confirming that they are an independent registered public accounting firm with

respect to the Bank and the Subsidiaries within the meaning of the Act, the applicable rules and

regulations of the Commission thereunder and the rules and regulations of the PCAOB and stating

that in their opinion the financial statements and schedules examined by them and included or

incorporated by reference in the General Disclosure Package and the Offering Circular comply in

form in all material respects with the applicable accounting requirements of the Act or the

Exchange Act, as applicable; and containing such other statements and information as is ordinarily

included in accountants’ “comfort letters” to underwriters with respect to the financial statements

and certain financial and statistical information contained in the General Disclosure Package and

the Offering Circular.

(h) The Representative shall have received on the Closing Date a certificate or

certificates of the President and Chief Executive Officer and Executive Vice President and Chief

Financial Officer of the Bank to the effect that, as of the Closing Date, each of them severally

represents, as follows:

(i) No order preventing or suspending the use of any Preliminary Offering

Circular, any Issuer Free Writing Offering Circular or the Offering Circular has been

issued and no proceedings for such purpose or pursuant to Section 8A of the Act have

been taken or are, to his or her knowledge, contemplated or threatened by the

Commission, the FDIC or the NYSBD;

(ii) The representations and warranties of the Bank contained in Section 1(a)

hereof are true and correct as of the Closing Date; and

(iii) Since the respective dates as of which information is given in the General

Disclosure Package and the Offering Circular, and except as otherwise publicly disclosed,
NEWYORK 7520113 (2K)

19

there has not been any material adverse change in or affecting the business, management,

results of operations, or financial condition of the Bank and the Subsidiaries taken as a

whole.

(i) The Warrants and Warrant Shares have been approved for listing, subject to notice

of issuance, on the Exchange.

(j) The Lockup Agreements are in full force and effect.

If any of the conditions hereinabove provided for in this Section 6 shall not have been

fulfilled when and as required by this Agreement to be fulfilled, the obligations of the

Underwriters hereunder may be terminated by the Representative by notifying the Bank and the

Selling Security Holder of such termination in writing at or prior to the Closing Date.

In such event, the Selling Security Holder, the Bank and the Underwriters shall not be under

any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

7. CONDITIONS OF THE OBLIGATIONS OF THE SELLING SECURITY HOLDER.

The obligations of the Selling Security Holder to sell and deliver the Warrants required to

be delivered as and when specified in this Agreement are subject to the conditions that (a) at the

Closing Date no stop order shall have been issued and in effect or proceedings therefor initiated

or threatened and (b) the Selling Security Holder and the Representative shall have agreed to the

Clearing Price in writing.

8. INDEMNIFICATION.

(a) The Bank agrees:

(i) to indemnify and hold harmless each Underwriter, the directors and officers

of each Underwriter and each person, if any, who controls any Underwriter within the

meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any

losses, claims, damages or liabilities to which such Underwriter or any such controlling

person may become subject under the Act, the FDIC Securities Regulations, the FDIC

Policy Statement or otherwise, insofar as such losses, claims, damages or liabilities (or

actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue

statement or alleged untrue statement of any material fact contained in any Preliminary

Offering Circular, any Issuer Free Writing Offering Circular, the General Disclosure

Package, the Offering Circular or any amendment or supplement thereto or (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 in the light of the

circumstances under which they were made; provided, however, that the Bank will not be
NEWYORK 7520113 (2K)

20

liable in any such case to the extent that any such loss, claim, damage or liability arises out

of or is based upon an untrue statement or alleged untrue statement, or omission or

alleged omission made in any Preliminary Offering Circular, any Issuer Free Writing

Offering Circular, the General Disclosure Package, the Offering Circular, or such

amendment or supplement, in reliance upon and in conformity with written information

furnished to the Bank by or through the Representative by or on behalf of any

Underwriters specifically for use therein, it being understood and agreed that the only such

information furnished by any Underwriter consists of the information described as such in

Section 13 herein; and

(ii) to reimburse each Underwriter, each Underwriter’s directors and officers,

and each such controlling person of any of them upon demand for any legal or other outof-pocket expenses reasonably incurred by such Underwriter or any of them in connection

with investigating or defending any such loss, claim, damage or liability, action or

proceeding or in responding to a subpoena or governmental inquiry related to the offering

of the Warrants, whether or not such Underwriter or any of them is a party to any action

or proceeding. In the event that it is finally judicially determined that the Underwriters

were not entitled to receive payments for legal and other expenses pursuant to this

subparagraph, the Underwriters will promptly return all sums that had been advanced

pursuant hereto.

This indemnity agreement will be in addition to any liability the Bank may otherwise have.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the

Bank, each of its directors, each of its officers who have signed the Offering Circular, the Selling

Security Holder, and each person, if any, who controls the Bank or the Selling Security Holder

within the meaning of the Act, against any losses, claims, damages or liabilities to which the Bank

or any such director, officer, Selling Security Holder or controlling person may become subject

under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or

proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged

untrue statement of any material fact contained in any Preliminary Offering Circular, any Issuer

Free Writing Offering Circular, the General Disclosure Package, the Offering Circular or any

amendment or supplement thereto or (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 in the light of the circumstances under which they were made; and will reimburse any

legal or other expenses reasonably incurred by the Bank or any such director, officer, Selling

Security Holder or controlling person in connection with investigating or defending any such loss,

claim, damage, liability, action or proceeding; provided, however, that each Underwriter will be

liable in each case to the extent, but only to the extent, that such untrue statement or alleged

untrue statement or omission or alleged omission has been made in any Preliminary Offering

Circular, any Issuer Free Writing Offering Circular, the General Disclosure Package, the Offering
NEWYORK 7520113 (2K)

21

Circular or such amendment or supplement, in reliance upon and in conformity with written

information furnished to the Bank by or through the Representative or by or on behalf of such

Underwriter specifically for use therein, it being understood and agreed that the only such

information furnished by or on behalf of any Underwriter consists of the information described as

such in Section 13 herein. This indemnity agreement will be in addition to any liability such

Underwriter may otherwise have.

(c) In case any proceeding (including any governmental investigation) shall be

instituted involving any person in respect of which indemnity may be sought pursuant to this

Section 8, such person (the “indemnified party”) shall promptly notify the person against whom

such indemnity may be sought (the “indemnifying party”) in writing. No indemnification provided

for in Section 8(a) or (b) shall be available to any party who shall fail to give notice as provided in

this Section 8(c) if the party to whom notice was not given was unaware of the proceeding to

which such notice would have related and was materially prejudiced by the failure to give such

notice, but the failure to give such notice shall not relieve the indemnifying party or parties from

any liability which it or they may have to the indemnified party for contribution or otherwise than

on account of the provisions of Section 8(a) or (b). In case any such proceeding shall be brought

against any indemnified party and it shall notify the indemnifying party of the commencement

thereof, the indemnifying party shall assume the defense thereof, including the employment of

counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses.

The indemnified party or any such controlling person shall have the right to employ separate

counsel in any such action and participate in the defense thereof, but the fees and expenses of such

counsel shall be at the expense of the indemnified party or such controlling person unless (i) the

employment of such counsel shall have been specifically authorized in writing by the indemnifying

party, (ii) the indemnifying party shall have failed to assume the defense and employ counsel or

(iii) the named parties to any such action (including any impleaded parties) include both the

indemnified party or such controlling person and the indemnifying party and the indemnified party

or such controlling person shall have been advised by such counsel that there may be one or more

legal defenses available to it which are different from or additional to those available to the

indemnifying party (in which case the indemnifying party shall not have the right to assume the

defense of such action on behalf of the indemnified party or such controlling person); provided,

however, that the indemnifying party shall not, in connection with any one such action or separate

but substantially similar or related actions in the same jurisdiction arising out of the same general

allegations or circumstances, be liable for the reasonable fees and expenses of more than one

separate firm of attorneys (in addition to any local counsel) for the indemnified party and

controlling persons, which firm shall be designated in writing by the indemnified party with

respect to such action or actions. The indemnifying party shall not be liable for any settlement of

any proceeding effected without its written consent but if settled with such consent or if there be a

final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party

from and against any loss or liability by reason of such settlement or judgment. In addition, the

indemnifying party will not, without the prior written consent of the indemnified party, settle or
NEWYORK 7520113 (2K)

22

compromise or consent to the entry of any judgment in any pending or threatened claim, action or

proceeding of which indemnification may be sought hereunder (whether or not any indemnified

party is an actual or potential party to such claim, action 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 or proceeding.

(d) To the extent the indemnification provided for in this Section 8 is unavailable to or

insufficient to hold harmless an indemnified party under Section 8(a) or (b) above in respect of

any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to

therein, then each indemnifying party shall contribute to the amount paid or payable by such

indemnified party as a result of such losses, claims, damages or liabilities (or actions or

proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits

received by the Bank and the Selling Security Holder on the one hand and the Underwriters on

the other from the offering of the Warrants. If, however, the allocation provided by the

immediately preceding sentence is not permitted by applicable law then each indemnifying party

shall contribute to such amount paid or payable by such indemnified party in such proportion as is

appropriate to reflect not only such relative benefits but also the relative fault of the Bank and the

Selling Security Holder on the one hand and the Underwriters on the other in connection with the

statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or

proceedings in respect thereof), as well as any other relevant equitable considerations. The

relative benefits received by the Bank and the Selling Security Holder on the one hand and the

Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds

from the offering (before deducting expenses) received by the Selling Security Holder bear to the

total underwriting discounts and commissions received by the Underwriters, in each case as set

forth in the table on the cover page of the Prospectus. The relative fault shall be determined by

reference to, among other things, whether the untrue or alleged untrue statement of a material fact

or the omission or alleged omission to state a material fact relates to information supplied by the

Bank or the Selling Security Holder on the one hand or the Underwriters on the other and the

parties’ relative intent, knowledge, access to information and opportunity to correct or prevent

such statement or omission.

The Bank and the Underwriters agree that it would not be just and equitable if

contributions pursuant to this Section 8(d) were determined by pro rata allocation (even if the

Underwriters were treated as one entity for such purpose) or by any other method of allocation

which does not take account of the equitable considerations referred to above in this Section 8(d).

The amount paid or payable by an indemnified party as a result of the losses, claims, damages or

liabilities (or actions or proceedings in respect thereof) referred to above in this Section 8(d) shall

be deemed to include any legal or other expenses reasonably incurred by such indemnified party in

connection with investigating or defending any such action or claim. Notwithstanding the

provisions of this Section 8(d), (i) no Underwriter shall be required to contribute any amount in

excess of the underwriting discounts and commissions applicable to the Warrants purchased by
NEWYORK 7520113 (2K)

23

such Underwriter and (ii) no person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of

such fraudulent misrepresentation.

(e) Any expenses for which an indemnified party is entitled to indemnification or

contribution under this Section 8 shall be paid by the indemnifying party to the indemnified party

as such expenses are incurred. The indemnity and contribution agreements contained in this

Section 8 and the representations and warranties of the Bank set forth in this Agreement shall

remain operative and in full force and effect, regardless of (i) any investigation made by or on

behalf of any Underwriter, its directors or officers or any person controlling any Underwriter, the

Bank, its directors or officers or any persons controlling the Bank, (ii) acceptance of any Warrants

and payment therefor hereunder, and (iii) any termination of this Agreement.

(f) The provisions of this Section 8 shall not be deemed to supersede or otherwise

affect the Letter Agreement dated December 12, 2008 between the Bank and the Selling Security

Holder (and the Securities Purchase Agreement Standard Terms incorporated therein), pursuant

to which the Selling Security Holder purchased the Warrants from the Bank, with respect to the

rights (including the rights of their respective agents) and obligations of each of them to the other

pursuant thereto.

9. DEFAULTBY UNDERWRITERS.

If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the

Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by

reason of any default on the part of the Bank or the Selling Security Holder), you, as

Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or

more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in

such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the

defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such

Representative, shall not have procured such other Underwriters, or any others, to purchase the

Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the

aggregate number of Warrants with respect to which such default shall occur does not exceed

10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be

obligated, severally, in proportion to the respective numbers of Warrants they are obligated to

purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed

to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall

occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security

Holder or you as the Representative will have the right, by written notice given within the next

36-hour period to the parties to this Agreement, to terminate this Agreement without liability on

the part of the non-defaulting Underwriters or of the Bank or of the Selling Security Holder

except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any

Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed
NEWYORK 7520113 (2K)

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for such period, not exceeding seven days, as you, as Representative, may determine in order that

the required changes in the General Disclosure Package or in the Offering Circular or in any other

documents or arrangements may be effected. The term “Underwriter” includes any person

substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve

any defaulting Underwriter from liability in respect of any default of such Underwriter under this

Agreement

10. NOTICES.

All communications hereunder shall be in writing and, except as otherwise provided

herein, will be mailed, delivered, faxed, telecopied or telegraphed and confirmed as follows: if to

the Underwriters, to Deutsche Bank Securities Inc., 60 Wall Street, 4

th

Floor, New York, New

York 10005; Attention: Equity Capital Markets Syndicate Desk, with a copy to Deutsche Bank

Securities Inc., 60 Wall Street, New York, New York 10005, Attention: General Counsel; if to

the Selling Security Holder, to United States Department of the Treasury, 1500 Pennsylvania

Avenue, NW, Washington, D.C. 20220, with a copy to Chief Counsel, Office of Financial

Stability, OFSChiefCounselNotice@do.treas.gov, facsimile: 202-927-9219; and if to the Bank, to

Signature Bank, 565 Fifth Avenue, New York, New York 10017, Attention: President, with a

copy of Paul, Weiss, Rifkind, & Garrison LLP, 1285 Avenue of the Americas, New York, New

York 10019, Attention: Raphael M. Russo.

11. TERMINATION.

This Agreement may be terminated by the Representative by notice to the Bank and the

Selling Security Holder (a) at any time prior to the Closing Date if any of the following has

occurred: (i) since the respective dates as of which information is given in the General Disclosure

Package and the Offering Circular, any material adverse change or any development involving a

prospective material adverse change in or affecting the business, management, operations or

financial condition of the Bank and the Subsidiaries taken as a whole, whether or not arising in the

ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or

national emergency or other national or international calamity or crisis (including, without

limitation, an act of terrorism) or change in economic or political conditions if the effect of such

outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of

the United States would, in your judgment, be so material and adverse as to make it impractical or

inadvisable to market the Warrants or enforce contracts for the sale of the Warrants, (iii)

suspension of trading in securities generally on the Exchange or limitation on prices (other than

limitations on hours or numbers of days of trading) for securities on the Exchange, (iv) the

declaration of a banking moratorium by United States or New York State authorities, (v) any

downgrading in the rating of any of the Bank’s debt securities by any “nationally recognized

statistical rating organization” (as defined for purposes of Rule 436(g) under the Exchange Act),

or (vi) the suspension of trading of the Common Stock by the Exchange, the Commission, or any

other governmental authority; or (b) as provided in Section 6 of this Agreement.
NEWYORK 7520113 (2K)

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12. SUCCESSORS.

This Agreement has been and is made solely for the benefit of the Underwriters, the Bank

and the Selling Security Holder and their respective successors, executors, administrators, heirs

and assigns, and the officers, directors and controlling persons referred to herein, and no other

person will have any right or obligation hereunder. No purchaser of any of the Warrants from any

Underwriter shall be deemed a successor or assign merely because of such purchase.

13. INFORMATION PROVIDED BY UNDERWRITER.

The parties hereto acknowledge and agree that the only information furnished or to be

furnished by the Representative on behalf of the Underwriters to the Bank for inclusion in the

Preliminary Offering Circular, any Issuer Free Writing Offering Circular or the Offering Circular

consists of (i) the information contained in the section of the Offering Circular entitled “Auction

Process” and (ii) the information in the third paragraph, the third sentence of the eighth

paragraph, the first and third sentences of the ninth paragraph and the second sentence of the

tenth paragraph contained in the section of the Offering Circular entitled “Underwriting.”

14. MISCELLANEOUS.

The reimbursement, indemnification and contribution agreements contained in this

Agreement and the representations, warranties and covenants in this Agreement shall remain in

full force and effect regardless of (a) any termination of this Agreement, (b) any investigation

made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the

Bank or its directors or officers or the Selling Security Holder or controlling person thereof, as

the case may be, and (c) delivery of and payment for the Warrants under this Agreement.

The Bank acknowledges and agrees that each Underwriter in providing investment

banking services to the Bank or others in connection with the offering, including in acting

pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and

not as a fiduciary, and the Bank does not intend any Underwriter to act in any capacity other than

as an independent contractor, including as a fiduciary or in any other position of higher trust.

This Agreement may be executed in two or more counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same instrument.

This Agreement shall be governed by, and construed in accordance with, the law of the

State of New York, including, without limitation, Section 5-1401 of the New York General

Obligations Law.

The Underwriters, on the one hand, and the Bank (on its own behalf and, to the extent

permitted by law, on behalf of its stockholders), on the other hand, waive any right to trial by jury
NEWYORK 7520113 (2K)

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in any action, claim, suit or proceeding with respect to your engagement as underwriter or your

role in connection herewith.

[Remainder of Page Intentionally Left Blank]
NEWYORK 7520113 (2K)

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If the foregoing letter is in accordance with your understanding of our agreement, please

sign and return to us the enclosed duplicates hereof, whereupon it will become a binding

agreement among the Selling Security Holder, the Bank and the Underwriter in accordance with

its terms.

Very truly yours,

SIGNATURE BANK

By /s/ Eric Howell

By /s/ Joseph J. DePaolo

UNITED STATES DEPARTMENT OF THE

TREASURY, as Selling Security Holder

By /s/ David Miller

The foregoing Underwriting Agreement

is hereby confirmed and accepted as

of the date first above written.

DEUTSCHE BANK SECURITIES INC.

By: Deutsche Bank Securities Inc.

By /s/ Jeff Mortara

Authorized Officer

By /s/ Neil Abromavage

Authorized Officer
NEWYORK 7520113 (2K)

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SCHEDULE I

SCHEDULE OF UNDERWRITERS

Number of Warrants

Underwriter to be Purchased___

Deutsche Bank Securities Inc. 595,829

Total 595,829
NEWYORK 7520113 (2K)

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SCHEDULE II

None
NEWYORK 7520113 (2K)

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SCHEDULE III

None
NEWYORK 7520113 (2K)

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SCHEDULE IV

Kathryn A. Byrne

Alfonse M. D’Amato

Alfred B. DelBello

Joseph J. DePaolo

Yacov Levy

Jeffrey W. Meshel

Frank R. Selvaggi

Scott A. Shay

John Tamberlane

Eric R. Howell

Michael Sharkey

Mark Sigona

Peter Quinlan

Michael Merlo
NEWYORK 7520113 (2K)

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EXHIBIT A

Signature Securities Group Corporation

Signature Preferred Capital, Inc.
NEWYORK 7520113 (2K)

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EXHIBIT B

LOCK-UP AGREEMENT

March __, 2010

Signature Bank

Deutsche Bank Securities Inc.

60 Wall Street, 4

th

Floor

New York, New York 10005

Ladies and Gentlemen:

The undersigned understands that Deutsche Bank Securities Inc., as representative (the

“Representative”) of the several underwriters (the “Underwriters”) proposes to enter into an

Underwriting Agreement (the “Underwriting Agreement”) with Signature Bank (the “Bank”) and the

United States Department of the Treasury (the “Selling Security Holder”) providing for the public

offering (the “Public Offering”) by the Underwriters, including the Representative, of warrants (the

“Warrants”) of the Bank representing the right to purchase an aggregate of 595,829 shares of the

Bank’s common stock, $0.01 par value (the “Common Stock”).

To induce the Underwriters to continue their efforts in connection with the Public Offering and

pursuant to the terms of the Letter Agreement, dated December 12, 2008, between the Bank and the

U.S. Department of the Treasury, the undersigned agrees that, without the prior written consent of the

Representative, the undersigned will not, directly or indirectly, offer, sell, pledge, contract to sell

(including any short sale), grant any option to purchase or otherwise dispose of any warrants of the

Bank or shares of Common Stock (including, without limitation, shares of Common Stock of the Bank

which may be deemed to be beneficially owned by the undersigned on the date of the Underwriting

Agreement in accordance with the rules and regulations of the Securities and Exchange Commission,

shares of Common Stock which may be issued upon exercise of a stock option or warrant and any

other security convertible into or exchangeable for Common Stock) or enter into any Hedging

Transaction (as defined below) relating to such warrants or the Common Stock (each of the foregoing

referred to as a “Disposition”) during the period specified in the following paragraph (the “Lock-Up

Period”). The foregoing restriction is expressly intended to preclude the undersigned from engaging in

any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or

result in a Disposition during the Lock-Up Period even if the securities would be disposed of by

someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not

against the box) or any purchase, sale or grant of any right (including, without limitation, any put or
NEWYORK 7520113 (2K)

3

call option) with respect to any security that includes, relates to or derives any significant part of its

value from the Common Stock (other than a broad-based market basket or index).

The Lock-Up Period will commence on the date of the Underwriting Agreement and continue

until, and include, the date that is 45 days after the date of the final offering circular relating to the

Public Offering.

Notwithstanding the foregoing, the undersigned may (a) (i) make pledges of Common Stock

that existed prior to the date hereof, (ii) make re-pledges of Common Stock that was pledged pursuant

to agreements that existed on the date hereof, or (iii) increase pledge amounts from those existing on

the date hereof, in each case to secure loans with financial institutions or sales or transfers by any

pledgee ofsuch Common Stock in accordance with the terms thereof, (b) transfer or otherwise dispose

of (i) shares of Common Stock acquired in open market transactions by the undersigned after the

settlement date of the Public Offering, and (ii) any or all of the shares of Common Stock or other Bank

securities if the transfer or other disposition is (A) by gift, will or other testamentary document or

applicable laws of intestacy, (B) by distribution to partners, members or shareholders of entities

controlled by the undersigned, to the undersigned’s affiliates or to any investment fund or other entity

controlled or managed by the undersigned, (C) by distribution to any charitable organization, family

foundation or donor-advised fund at sponsoring organizations, (D) to a trust, including without

exception, any grantor retained annuity trust, for the direct or indirect benefit of the undersigned or the

immediate family member of the undersigned, or to any corporation, partnership, limited liability

company or other entity all of the beneficial ownership interests of which are held by the undersigned

or immediate family members of the undersigned, (E) pursuant to any 10b5-1 trading plan in effect

prior to the date hereof, (F) by sale pursuant to the “cashless” exercise ofstock options or vesting of

restricted stock units to cover payment of the exercise price and/or tax withholding payments due upon

exercise or vesting (including, to the extent such “cashless” transaction is not permitted, the sale of

shares of Common Stock (whether issued upon such exercise or vesting of restricted stock units or

previously held) with proceeds up to the amount of the exercise price and/or tax withholding payments

made in connection with such exercise or vesting), (G) by exercise ofstock options using shares of

Common Stock previously owned for the exercise price and/or shares of Common Stock previously

owned or share withholding for the tax withholding payments due upon exercise ofsuch stock options,

which may be pursuant to a 10b5-1 plan entered into on or after the date hereof and (H) pursuant to a

judicial decree and (c) enter into any new 10b5-1 plan, provided that no sales of Common Stock or

other Bank securities shall be made pursuant to such 10b5-1 plans until after the expiration of the

Lock-Up Period; provided, however, that in the case of a transfer pursuant to clause (b)(ii)(A), (B),

(C) and (D) above, it shall be a condition to the transfer that the transferee execute an agreement

stating that the transferee is receiving and holding the securities subject to the provisions of this LockUp Agreement.
NEWYORK 7520113 (2K)

4

The undersigned hereby authorizes the Bank and the transfer agent for the Bank to decline to

make any transfer ofsecurities for which the undersigned is the record holder ifsuch transfer would

violate this Lock-Up Agreement.

In addition, the undersigned hereby waives any and all notice requirements and rights with

respect to registration ofsecurities pursuant to any agreement, understanding or otherwise setting forth

the terms of any security of the Bank held by the undersigned, including any registration rights

agreement to which the undersigned and the Bank may be party; provided that such waiver shall apply

only to the proposed Public Offering, and any other action taken by the Bank in connection with the

proposed Public Offering.

The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement

conflict with or are in any way inconsistent with any registration rights agreement to which the

undersigned and the Bank may be a party, this Lock-Up Agreement supersedes such registration rights

agreement.

The undersigned hereby represents and warrants that the undersigned has full power and

authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be

conferred shallsurvive the death or incapacity of the undersigned and any obligations of the

undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the

undersigned.

Notwithstanding anything herein to the contrary, if the closing of the Public Offering has not

occurred prior to the date two weeks after the date of this letter, this agreement shall be of no further

force or effect.

Signature: ________________________________

Print Name: ______________________________