SUBSCRIPTION AGREEMENT

(1)

This Agreement may not be terminated by the Company unless, before the Closing occurs, the Company determines in good faith that the conditions to the Closing set forth in Section 1.2(d) will not be satisfied within 10 days of the date of the Company’s acceptance of the Investor’s subscription by counter-execution and delivery of this Agreement by the Company. The Company shall deliver notice of such termination to the Investor promptly upon making such determination, and such termination shall have the effect of terminating this Agreement, effective as of the date such notice is received by the Investor in accordance with Section 5.8. Subject to the foregoing, the Company agrees to use its commercially reasonable efforts to consummate the Closing on the Closing Date (as hereinafter defined) or as soon as practicable thereafter.

(2)

This Agreement may not be terminated by the Investor at any time following the Investor’s delivery of an executed counterpart of this Agreement to the Company (even if the Company has not yet accepted or rejected the Purchase); provided, however ,   that, before the Closing has occurred, the Investor may withdraw its subscription by delivering notice of such withdrawal to the Company after a period of 15 days after the date (the “ Subscription Date ”) that is the later of (x) the first date the Investor delivers an executed counterpart of this Agreement, including all Annexes hereto, to the Company or its authorized representative and (y) the first date the Investor delivers the Payment in accordance with Section 1.1(b). Such withdrawal shall have the effect of terminating this Agreement, effective as of the date such notice is received by the Company in accordance with Section 5.8.

(3)

Notwithstanding the foregoing, this Agreement may be terminated by either the Company or the Investor upon written notice to the other if the Closing shall not have occurred on or before October 3, 2008.

(4)

In the event of termination of this Agreement as provided in this Section 1.1(d), (A) this Agreement shall forthwith become void, and there shall be no liability on the part of either party hereto, except that nothing herein shall relieve either party from liability for any willful breach of this Agreement, and (B) the Company shall promptly instruct its escrow agent to return any previously delivered Payment to the Investor, without interest.

(1)

(A) the representations and warranties of the Company set forth in this Agreement shall be true and correct as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such date), except to the extent that the failure of such representations and warranties to be so true and correct (without giving effect to any qualifiers or exceptions relating to materiality or Material Adverse Effect (as hereinafter defined)), individually or in the aggregate, does not have and would not reasonably be expected to have a Material Adverse Effect and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing;

(2)

the Investor shall have received from Sullivan & Cromwell LLP a legal opinion in the form attached hereto as Annex   A , addressed to the Investor, dated as of the Closing Date; and

(3)

the Investor shall have received a certificate dated as of the Closing Date signed on behalf of the Company by a senior officer of the Company certifying compliance with Section 1.2(c)(1).

(1)

(A) the representations and warranties of the Investor set forth in this Agreement shall be true and correct as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such date), except to the extent that the failure of such representations and warranties to be so true and correct (without giving effect to any qualifiers or exceptions relating to materiality or Material Adverse Effect (as hereinafter defined)), individually or in the aggregate, does not have and would not reasonably be expected to have a Material Adverse Effect and (B) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing;

(2)

the Company shall have received from Sullivan & Cromwell LLP a legal opinion substantially in the form attached hereto as Annex   A , addressed to the Company, dated as of the Closing Date; and

(3)

the Company shall have received a certificate dated as of the Closing Date signed by the Investor or an authorized representative of the Investor certifying compliance with Section 1.2(d)(1).

(1)

As of the date hereof, the authorized and outstanding capital stock of the Company is as set forth in Recital A.

(2)

All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights, resale rights, rights of first refusal or similar rights.

(3)

All of the outstanding shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights, resale rights, rights of first refusal or similar rights, and are owned directly or indirectly by the Company, free and clear of all security interests, liens, encumbrances, equities or claims.

(4)

Except for the Rights (as hereinafter defined) issued pursuant to the Rights Agreement (as hereinafter defined) and awards of restricted Common Shares pursuant to the Company’s equity compensation and/or employee stock purchase plans, there are no options, warrants or other rights, agreements, arrangements or commitments to which the Company is a party or by which the Company is bound relating to the issued or unissued Common Shares of the Company. For purposes of this Agreement, “ Rights ” means the rights to purchase Common Shares of the Company issued pursuant to the Rights Agreement, and “ Rights Agreement ” means the Shareholder Protection Rights Agreement, dated as of September 23, 1997 and last amended as of February 6, 2008, by and between the Company and Mellon Investor Services LLC, setting forth the rights of the holders of Rights.

(1)

The Company has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder (which includes the issuance of the Purchased Securities). The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and its shareholders, and no further approval or authorization is required on the part of the Company or its shareholders. The Transaction Documents to which the Company is a party are or will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity (“ Bankruptcy Exceptions ”).

(2)

The execution, delivery and performance by the Company of the Transaction Documents to which it is a party, the consummation of the transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof and thereof, will not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any Significant Subsidiary under any of the terms, conditions or provisions of (A) the certificate of incorporation, by-laws or other organizational document of the Company or any Significant Subsidiary or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Significant Subsidiary is a party or by which it or any Significant Subsidiary may be bound, or to which the Company or any Significant Subsidiary or any of the properties or assets of the Company or any Significant Subsidiary may be subject, or (C) subject to compliance with the statutes and regulations referred to in Section 2.2(d)(3), violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Significant Subsidiary or any of their respective properties or assets except, in the case of clauses (B) and (C), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(3)

Other than in connection or in compliance with the provisions of the Securities Act and the securities or “blue sky” laws of the various states, to the Company’s Knowledge without inquiry, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the Purchase and the other transactions contemplated by the Transaction Documents.

(1)

The Company is a bank holding company registered under the Bank Holding Company Act of 1956 (the “ BHC Act ”); the Company and each of its subsidiaries have conducted their businesses in compliance with all applicable federal, state and foreign laws, orders, judgments, decrees, rules, regulations and applicable stock exchange requirements, including all laws and regulations restricting activities of bank holding companies and banking organizations, except for any noncompliance that, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

(2)

The Company and each Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any Governmental Entities that are required in order to carry on their business as presently conducted, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the Knowledge of the Company without inquiry, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current, except where such absences, suspensions or cancellations, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect.

(1)

Since December 31, 2006, the Company has timely filed all documents required to be filed with the SEC pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act.

(2)

Since December 31, 2006, the Company and each Subsidiary have filed all material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Board of Governors of the Federal Reserve System (the “ Federal Reserve ”), the FDIC, the New York State Banking Department and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. As of their respective dates, each of the foregoing reports complied with all applicable rules and regulations promulgated by the Federal Reserve, the FDIC, the New York State Banking Department and any other applicable foreign, federal or state securities or banking authorities, as the case may be, except for any failures that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(1)

The Investor has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Investor of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Investor, and no further approval or authorization is required on the part of the Investor. The Transaction Documents to which the Investor is a party are or will be valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as the same may be limited by Bankruptcy Exceptions.

(2)

The execution, delivery and performance by the Investor of the Transaction Documents to which it is a party, the consummation of the transactions contemplated hereby and thereby and compliance by the Investor with any of the provisions hereof and thereof, will not (A) violate, conflict with, or result in a breach of any provision of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, accelerate the performance required by, result in a right of termination or acceleration of or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Investor under any of the terms, conditions or provisions of (i) its organizational documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Investor is a party or by which it may be bound, or to which the Investor or any of the properties or assets of the Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in Section 2.3(b)(3), violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Investor or any of its properties or assets except, in the case of clauses (A)(ii) and (B), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have an Investor Material Adverse Effect. “ Investor Material Adverse Effect ” means a material adverse effect on the ability of the Investor timely to consummate the Purchase and the other transactions contemplated by this Agreement.

(3)

Other than in connection or in compliance with the provisions of the Securities Act and the securities or “blue sky” laws of the various states, to the Investor’s Knowledge without inquiry, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Investor in connection with