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                                                                    EXHIBIT 4.1


        VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                       NEW YORK CITY TIME ON      , 2001

                         CBNY INVESTMENT SERVICES CORP.
                      SUBSCRIPTION RIGHTS FOR COMMON STOCK
                            SUBSCRIPTION CERTIFICATE

Dear Commercial Bank of New York Stockholder:

     As the registered owner of this Subscription Certificate, you are the
owner of the number of Rights shown on the reverse side of this Certificate.
Each Right entitles you to subscribe for one share of common stock, par value
$1.00 per share, of CBNY Investment Services Corp. (the "Basic Subscription
Right"). You may subscribe for such shares at the Subscription Price of $10.00
per share. If you subscribe for all of the shares available to be purchased by
you under your Basic Subscription Rights, you are also entitled to purchase an
unlimited number of additional shares at the Subscription Price (subject to
availability and proration) (the "Over-Subscription Right"). The other terms
and conditions of these Subscription Rights are set forth in the enclosed
prospectus.

     You have been issued one Right for every 5 shares of common stock that you
held in Commercial Bank of New York on        , 2001. You have not been issued
fractional Rights, but instead your number of Rights was rounded down to the
nearest whole Right, with such adjustments as may be necessary to ensure that
if all Rights are exercised, CBNY Investment Services Corp. will receive gross
proceeds of $10,600,000.


                               SAMPLE CALCULATION

--------------------------------------------------------------------------------

                            BASIC SUBSCRIPTION RIGHT
                         (one right for every 5 shares)
  --------------------------------------------------------------------------
                                               102       20  Rights
     No. of shares owned on the Record Date:  -----  =  ----
                                                5     (Ignore fraction)
  --------------------------------------------------------------------------
--------------------------------------------------------------------------------

                         THE RIGHTS ARE NOT TRANSFERABLE

You have four choices:

   o   You can subscribe for all of the new shares listed on the reverse side
       of this Certificate (the "Basic Subscription Right");

   o   You can subscribe for more than the number of new shares listed on the
       reverse side of this Certificate (the "Over-Subscription Right"). Shares
       may be available to you subject to an allocation process as described in
       the prospectus;

   o   You can subscribe for less than the number of new shares listed on the
       reverse side of this Certificate and allow the rest of your Rights to
       expire; or

   o   If you do not want to purchase any shares, you can disregard this
       material.

   TO SUBSCRIBE, FULL PAYMENT OF THE SUBSCRIPTION PRICE IS REQUIRED FOR EACH
   SHARE OF COMMON STOCK. YOU MUST COMPLETE THE REVERSE SIDE OF THIS
   CERTIFICATE TO SUBSCRIBE FOR NEW SHARES.

STOCK CERTIFICATES FOR THE SHARES SUBSCRIBED TO IN THE RIGHTS OFFERING WILL BE
DELIVERED AS SOON AS PRACTICABLE AFTER THE RECEIPT AND SATISFACTION OF ALL
REGULATORY APPROVALS AND OTHER CONDITIONS TO THE MERGER TRANSACTION, OTHER THAN
CONSUMMATION OF THE RIGHTS OFFERING, AS DESCRIBED IN THE PROSPECTUS. ANY REFUND
IN CONNECTION WITH YOUR SUBSCRIPTION WILL BE DELIVERED AS SOON AS PRACTICABLE
THEREAFTER.



ATTEST:                                    CBNY INVESTMENT SERVICES CORP.



By:                                        By:
   -------------------                         --------------------------
[Name]                                     [Name]
[Title]                                    [Title]



                                        1
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                                                       Account No.
                                                       No. of Rights:
                                                       Control No:

Name & address of Rights holder here

                                   No. of Basic Subscription Rights:


<TABLE>

<CAPTION>
                               PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
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                                                   SECTION 1: SUBSCRIPTION
-------------------------------------------------------------------------------------------------------------------------------
BASIC SUBSCRIPTION RIGHT
------------------------
<S>                                                               <C>
If you wish to subscribe for your full basic subscription          A. I apply for _________________ shares x $10.00 = $________
rights OR a portion thereof:                                                     (No. of new shares)                   (Amount)
---------------------------------------------------------------------------------------------------------
OVER-SUBSCRIPTION RIGHT
-----------------------
If you have subscribed for your full basic subscription            B. I apply for _________________ shares x $10.00 = $________
rights above AND wish to purchase additional shares                              (No. of new shares)                   (Amount)
pursuant to the over-subscription right:
                                                                                               Total Amount Enclosed: $_________
   *You can only purchase additional shares if you have
      fully exercised your basic subscription rights.


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                                                   SECTION 2: ACKNOWLEDGMENT
-------------------------------------------------------------------------------------------------------------------------------
I acknowledge that I have received the prospectus for this offer and I hereby irrevocably subscribe for the number of shares
indicated above on the terms and conditions specified in the prospectus. I hereby agree that if I fail to pay for the shares of
common stock for which I have subscribed, CBNY Investment Services Corp. may exercise its legal remedies against me.


-----------------------------------------------


-----------------------------------------------                         (       )
          Signature of Subscriber(s)                                    ------------------------------------------------
                                                                        Telephone number (including area code)

-------------------------------------------------------------------------------------------------------------------------------
                SECTION 3: ADDRESS                                                 SECTION 4: SIGNATURE GUARANTEE
            (If different than above)                                                     (If applicable)
-------------------------------------------------------------------------------------------------------------------------------
  Address for delivery of shares if other than shown above.                You must have your signature guaranteed if you wish
                                                                           to have your shares delivered to an address other
  --------------------------------------------------------                 than that shown on the top of this certificate.

  --------------------------------------------------------

  --------------------------------------------------------

---|
   |  Check here if permanent address change
---|

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</TABLE>


                               PAYMENT FOR SHARES
            Full payment for the shares must accompany this form and
 must be made payable in United States dollars by either (i) a bank certified or
                     cashier's check payable to the order of
       The Chase Manhattan Bank, as escrow agent, or (ii) wire transfer of
       immediately available funds to the subscription account maintained
      by the escrow agent at The Chase Manhattan Bank, ABA No. 021000021,
      credit to (subscriber's name), for further credit to CBNY Investment
       Services Corp. Rights Offering Account, Attention:               .

                      DELIVERY OF SUBSCRIPTION CERTIFICATE

                      Sandler O'Neill Shareholder Services
                      c/o Sandler O'Neill & Partners, L.P.
                             -----------------------
                             -----------------------
                           Telephone Number:

     DELIVERY TO AN ADDRESS OTHER THAN THE ADDRESS SET FORTH ABOVE WILL NOT
                           CONSTITUTE VALID DELIVERY.

            DELIVERY BY FACSIMILE WILL NOT CONSTITUTE VALID DELIVERY.

                                       2