EXHIBIT 4.9
SUBSCRIPTION FORM
IN RESPECT OF
8.00% CONVERTIBLE TRUST PREFERRED SECURITIES
(THE "CAPITAL SECURITIES") OF
NEW YORK BANCORP CAPITAL TRUST
PLEASE RETURN THIS SUBSCRIPTION FORM TO THE SALES AGENT:
THE BANK OF NEW YORK
By Mail: By Overnight Courier or Hand:
The Bank of New York The Bank of New York
101 Barclay Street (7 East) 101 Barclay Street (7 East)
Reorganization Section Reorganization Section
New York, New York 10286 Corporate Trust Services Window
Attention: Enrique Lopez New York, New York 10286
Attention: Enrique Lopez
Confirmation Only:
(212) 815-2742
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ALL PROPERLY COMPLETED, EXECUTED AND DATED SUBSCRIPTION FORMS, TOGETHER WITH
PAYMENT FOR THE PURCHASE PRICE, MUST BE RECEIVED BY THE SALES AGENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON OCTOBER __, 1997 (AS SUCH DATE MAY BE
EXTENDED, THE "EXPIRATION DATE"). HOLDERS WHO DO NOT DELIVER A PROPERLY
COMPLETED AND EXECUTED SUBSCRIPTION FORM, TOGETHER WITH PAYMENT FOR THE PURCHASE
PRICE, ON OR PRIOR TO THE EXPIRATION DATE WILL NOT BE ENTITLED TO PURCHASE ANY
CAPITAL SECURITIES OF NEW YORK BANCORP CAPITAL TRUST.
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SUBSCRIPTION FORMS SHOULD NOT BE DELIVERED TO ANY OTHER PERSON OTHER THAN THE
SALES AGENT.
This Subscription Form is being sent by New York Bancorp Inc. ("NEW YORK
BANCORP") exclusively to holders (the "HOLDERS") of New York Bancorp's common
stock, par value $0.01 per share (the "COMMON STOCK") as of the close of
business on September 18, 1997 (the "RECORD DATE"). In order to subscribe for
Capital Securities of New York Bancorp Capital Trust, a Delaware statutory
business trust (the "TRUST"), which are being offered (the "SUBSCRIPTION
OFFERING") pursuant to a Subscription Offering Prospectus dated September __,
1997 (the "PROSPECTUS"), a Holder must complete this Subscription Form and
tender the purchase price to the Sales Agent prior to the Expiration Date. The
purchase price payable in connection with a subscription for Capital Securities
may be paid by certified, cashier's or personal check or money order payable to
New York Bancorp Capital Trust. A Holder may purchase up to the same percentage
of the Capital Securities offered in the Subscription Offering (rounded down to
the nearest whole Capital Security) as the percentage of the outstanding shares
of Common Stock owned of record by such Holder (the "PRO RATA SUBSCRIPTION
RIGHT") as of the Record Date. Based on the number of shares of Common Stock
outstanding on the Record Date, a Holder would be entitled to purchase pursuant
to his Pro Rata Subscription Right .0938 of a Capital Security for each share of
Common Stock held as of such date. Each Holder also is being given the
opportunity to indicate on this Subscription Form whether such Holder wishes to
purchase, in the event the Subscription Offering is not fully subscribed
pursuant to the Pro Rata Subscription Rights, Capital Securities in excess of
those allotted to him pursuant to his Pro Rata Subscription Right and the
maximum amount of such excess Capital Securities such Holder seeks to purchase
(the "EXCESS SUBSCRIPTION RIGHT"). In the event the exercise of the Excess
Subscription Rights results in the Subscription Offering being oversubscribed,
then the number of Capital Securities sought to be purchased by each Holder
exercising Excess Subscription Rights will be reduced as described in the
Prospectus.
Holders who hold their shares of Common Stock through an account with a
nominee should contact such nominee concerning the actions required for such
Holders to subscribe for Capital Securities.
NYFS10...:\81\65281\0001\1819\FRM9127U.41D
SUBSCRIPTION
Subject to the terms and conditions set forth in the Prospectus and
herein, and effective upon acceptance of this Subscription Form by New York
Bancorp and the Trust, the undersigned hereby subscribes for that number of
whole Capital Securities (rounded down to the nearest whole Capital Security as
indicated in the box below) purchasable pursuant to the undersigned's Pro Rata
Subscription Right and Excess Subscription Right, in the amounts set forth in
the box below, at a purchase price of $25.00 per Capital Security (the
"SUBSCRIPTION").
If the undersigned holds shares of Common Stock as nominee for the account
of beneficial holders of such shares of Common Stock who are Holders, the
undersigned hereby represents that it is subscribing for that number of Capital
Securities purchasable by each such Holder on whose behalf this Subscription is
made pursuant to such Holder's Pro Rata Subscription Right and Excess
Subscription Right. The undersigned acknowledges that it must comply with the
other provisions set forth herein, and complete or provide the other information
required herein, to validly subscribe for such Capital Securities.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to subscribe for Capital Securities on the terms set
forth herein. The undersigned shall, upon request, execute and deliver any
additional documents deemed by the Sales Agent or New York Bancorp to be
necessary or desirable to perfect the undersigned's Subscription or evidence
such power and authority.
Subscriptions by Holders that are DTC Participants and whose shares of
Common Stock are registered in the name of Cede & Co. should be signed in the
manner in which the Holder's name appears on the position listing of Cede & Co.
with respect to the Common Stock. The Subscription is not a DTC eligible
transaction, and, therefore, the Subscription Form must be delivered, together
with payment of the applicable aggregate purchase price, to the Sales Agent, at
its address set forth on the cover of this Subscription Form.
The undersigned understands that, upon acceptance of this Subscription
Form by New York Bancorp and the Trust, this Subscription will constitute a
binding agreement between the undersigned, New York Bancorp and the Trust. The
undersigned hereby agrees that it may not amend, modify or rescind its
Subscription once received by the Sales Agent, without the consent of New York
Bancorp and the Trust, which consent may be withheld for any or no reason at the
sole discretion of New York Bancorp and the Trust.
New York Bancorp reserves the right (i) to extend the Subscription
Offering at any time or from time to time and (ii) to modify or terminate the
Subscription Offering at any time and for any reason in its sole discretion, on
or prior to the Expiration Date, by notice to that effect to the Sales Agent,
followed by public notice.
Properly completed and validly executed Subscription Forms will be
accepted as soon as practicable after the Expiration Date and Capital Securities
validly subscribed for will be issued as promptly as practicable thereafter or,
in the event the Subscription Offering is not fully subscribed,
contemporaneously with the issuance of Capital Securities in the Public Offering
(as defined in the Prospectus). In the event that any Subscriptions are not
accepted by New York Bancorp or the Trust, all documents submitted by the
undersigned, and all amounts delivered in payment of the purchase price for
Capital Securities, will be returned as promptly as practicable following the
expiration or termination of the Subscription Offering.
Refunds to subscribing Holders will be remitted (a) in the event of an
oversubscription in the Subscription Offering and (b) in the event the
Subscription Offering is terminated. Under no circumstances will interest be
paid on funds delivered as payment for the Capital Securities. Any refunds due
to Holders on funds remitted will be mailed to each Holder at the address
designated on the Subscription Form promptly after the expiration or termination
of the Subscription Offering.
All authority conferred or agreed to be conferred hereby will survive the
death, incapacity, dissolution or liquidation of the undersigned, and every
obligation of the undersigned hereunder will be binding upon the undersigned's
heirs, personal representatives, successors and assigns.
By executing this Subscription Form, the undersigned acknowledges receipt
of the Prospectus and understands that the Capital Securities the undersigned
will receive are being offered pursuant to the terms set forth herein and in the
Prospectus.
All questions as to the validity, form, eligibility, receipt and
revocation of any Subscription Form will be resolved by New York Bancorp and the
Trust, whose determination shall be final and binding. New York Bancorp and the
Trust reserve the right to waive any defects, irregularities or conditions of
delivery as to a particular Subscription Form. Unless waived, all such defects
or irregularities must be cured prior to the Expiration Date. None of New York
Bancorp, the Trust, the Sales Agent nor any other person is under any duty to
give notification of any such defects or irregularities, nor will any of them
incur any liability for failure to give such notification. Subscription Forms
will not be deemed to have been properly delivered until all defects and
irregularities have been cured or waived. New York Bancorp's interpretation of
the terms and conditions of the Subscription Offering is conclusive and binding.
In order for the Subscription to be eligible for exercise, funds must be
available to the Trust on or prior to the Expiration Date. Funds paid by
uncertified personal check may take at least five business days to clear, in the
case of checks drawn on domestic banks, and seven business days in the case of
checks drawn on foreign banks. Accordingly, Holders who wish to pay for the
subscribed Capital Securities by means of uncertified personal check are urged
to make payment sufficiently in advance of the Expiration Date to ensure that
the payment is received and clears by that time, and are urged to consider in
the alternative payment by means of certified or cashier's check or money order.
2
BOX 1
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NAME AND ADDRESS OF REGISTERED HOLDER OR DTC PARTICIPANT AND DTC
PARTICIPANT NUMBER (IF PARTY HOLDS AS DTC PARTICIPANT):
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--------------------------------------------
--------------------------------------------
--------------------------------------------
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NUMBER OF SHARES OF NEW YORK BANCORP COMMON STOCK OWNED BY THE HOLDER AS OF
SEPTEMBER 18, 1997:
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AGGREGATE PAYMENT TENDERED HEREWITH AGGREGATE NUMBER OF CAPITAL SECURITIES
PURSUANT TO PRO RATA SUBSCRIBED FOR PURSUANT TO PRO RATA
SUBSCRIPTION RIGHT SUBSCRIPTION RIGHT
(Number of Capital Securities indicated (Maximum equals the number of shares of
box to the right multiplied by $25) Common Stock held by you as of
September 18, 1997 multiplied by
.0938, rounded down to the
nearest whole Capital Security)
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$ Capital Securities
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AGGREGATE PAYMENT TENDERED HEREWITH AGGREGATE NUMBER OF CAPITAL SECURITIES
PURSUANT TO EXCESS SUBSCRIBED FOR PURSUANT TO
SUBSCRIPTION RIGHT EXCESS SUBSCRIPTION RIGHT
(Number of Capital Securities indicated (Number of additional Capital
in box to the right multiplied by $25) Securities you wish to purchase
in excess of the number
indicated above)
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$ Capital Securities
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METHOD OF PAYMENT
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|_| Certified or cashier's check enclosed, payable to New York Bancorp
Capital Trust.
|_| Money order enclosed, payable to New York Bancorp Capital Trust.
|_| Personal check enclosed, payable to New York Bancorp Capital Trust.
In the event that any Subscriptions are not accepted by New York Bancorp or the
Trust, all documents submitted by the Holder, and all amounts delivered in
payment of the purchase price for Capital Securities, will be returned as
promptly as practicable following the expiration or termination of the
Subscription Offering.
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3
BOX 2
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IMPORTANT -- READ CAREFULLY
Holder(s) must execute this Subscription Form exactly as their name(s)
appear(s) on the register of Common Stock. In the event shares of Common Stock
are held by Authorized DTC Participant(s), such Authorized DTC Participant(s)
must execute this Subscription Form exactly as their name(s) are registered with
DTC. If the shares of Common Stock are held of record by two or more joint
registered Holders, all such Holders must sign this Subscription Form. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and must submit proper
evidence satisfactory to New York Bancorp and the Trust of such person's
authority so to act.
SIGN HERE
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Signature of Holder(s)
Dated:
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Name(s):
----------------------------------------------------------------------
(Please Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone No.: ( )
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Tax Identification or Social Security No.:
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4
DELIVERY INSTRUCTIONS
Subject to the terms and conditions set forth in the Prospectus and
herein, upon acceptance of this Subscription by New York Bancorp and the Trust,
the Trust will issue and deliver to each Holder who delivers a properly
completed and executed Subscription Form, together with the applicable aggregate
purchase price therefor, to the Sales Agent on or prior to the Expiration Date
(provided such subscription is not rescinded), that number of Capital Securities
(rounded down to the nearest whole Capital Security) purchasable, at a price of
$25.00 per Capital Security, pursuant to such Holder's Pro Rata Subscription
Right and Excess Subscription Right (subject to reduction of the number of
Capital Securities sought to be purchased pursuant to Excess Subscription
Rights, in the event the exercise of Excess Subscription Rights results in the
Subscription Offering being oversubscribed, as described in the Prospectus).
Such delivery will be made only to Holders whose properly completed and executed
Subscription Forms are received by the Sales Agent, together with the applicable
aggregate purchase price therefor, prior to 5:00 p.m., New York City time, on
the Expiration Date. Holders whose properly completed and executed Subscription
Forms are not received, or whose applicable aggregate purchase price is not
received, prior to such time will NOT be entitled to subscribe for Capital
Securities. The method of delivery of all documents, including properly
completed and executed Subscription Forms, and any permitted method of payment
of the applicable aggregate purchase price, is at the election and risk of the
Holder.
In order for a Subscription for Capital Securities to be valid and
effective, a Subscription Form must be properly completed, executed and timely
received by the Sales Agent, together with the applicable aggregate purchase
price therefor. Subscriptions by Holders that are DTC Participants and whose
shares of Common Stock are registered in the name of Cede & Co. should be signed
in the manner in which the Holder's name appears on the position listing of Cede
& Co. with respect to the Common Stock. The Subscription is not a DTC eligible
transaction and, therefore, the Subscription Form must be delivered, together
with payment of the applicable aggregate purchase price, to the Sales Agent, at
its address set forth on the cover of this Subscription Form.
Capital Securities subscribed for will be delivered by the Sales Agent, on
behalf of the Trust, to the Holder at its address as it appears in Box 2 of this
Subscription Form. If the Holder desires that such Capital Securities be
delivered to another address, please so indicate in Box 3 below.
BOX 3
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SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Capital Securities are to be delivered to the
Holder at an address other than that indicated in Box 2 hereof.
Deliver Capital Securities to the Holder at the following address:
Name:
----------------------------------------------------------------------
(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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THE INFORMATION AGENT IS:
BEACON HILL PARTNERS, INC.
90 BROAD STREET
NEW YORK, NEW YORK 10004
CALL TOLL-FREE
1-800-854-9486
BANKS AND BROKERS PLEASE CALL:
(212) 843-8500
OFFER TO SUBSCRIBE
FOR
8.00% CONVERTIBLE TRUST PREFERRED SECURITIES
(THE "CAPITAL SECURITIES") OF
NEW YORK BANCORP CAPITAL TRUST
September __, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by New York Bancorp Inc., a Delaware corporation
("New York Bancorp") to act as Information Agent in connection with the offer to
each holder (each, a "Holder") of New York Bancorp's outstanding shares of
common stock, par value $0.01 per share (the "Common Stock") as of the close of
business on September 18, 1997, to subscribe (the "Subscription Offering") for
that number of Capital Securities (rounded down to the nearest whole Capital
Security) purchasable pursuant to such Holder's Pro Rata Subscription Right and
Excess Subscription Right (each as defined in the Subscription Form), at a price
of $25.00 per Capital Security. Such offer to subscribe is being made pursuant
to the terms and conditions set forth in the Subscription Offering Prospectus
dated September __, 1997 (the "Prospectus") and the related Subscription Form.
Holders are invited to subscribe for Capital Securities, upon the terms
and conditions set forth in the Prospectus and the related Subscription Form.
For your information and for forwarding to your clients for whom you hold
shares of Common Stock registered in your name or in the name of your nominee,
we are enclosing the following documents:
1. Prospectus dated September __, 1997;
2. Subscription Form for your use and for the information of your
clients; and
3. Letter to Clients, which may be sent to your clients for whose
accounts you hold shares of Common Stock registered in your name or
in the name of your nominee, with space provided for obtaining such
clients' instructions with regard to the offer to subscribe.
NYFS10...:\81\65281\0001\1819\OFF9127W.08B
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS
POSSIBLE. THE OFFER PERIOD EXPIRES AT 5:00 P.M., NEW YORK
CITY TIME, ON OCTOBER __, 1997, UNLESS OTHERWISE EXTENDED.
No fees or commissions will be payable to brokers, dealers or any other
person (other than fees to the Sales Agent and the Information Agent) for
soliciting subscriptions for Capital Securities. New York Bancorp will, however,
upon request, reimburse you for customary mailing and handling expenses incurred
by you in forwarding any of the enclosed materials to Holders whose shares of
Common Stock are held by you or your nominee.
In order to subscribe for Capital Securities, you must duly execute and
properly complete a Subscription Form and send it, together with payment of the
applicable aggregate purchase price in accordance with the payment instructions
set forth in the Subscription Form, to The Bank of New York, the Sales Agent.
Any questions or requests for assistance or additional copies of the
Prospectus and the Subscription Form may be directed to the Information Agent,
Beacon Hill Partners, Inc.
Very truly yours,
BEACON HILL PARTNERS, INC.
90 Broad Street
New York New York 10004
Call Toll-Free: 1-800-854-9486
Bankers and Brokers please call: (212) 843-8500
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU AN AGENT
OF NEW YORK BANCORP, THE INFORMATION AGENT OR THE SALES AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY
OF THEM IN CONNECTION WITH THE OFFER TO SUBSCRIBE OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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2
OFFER TO SUBSCRIBE
FOR
8.00% CONVERTIBLE TRUST PREFERRED SECURITIES
(THE "CAPITAL SECURITIES") OF
NEW YORK BANCORP CAPITAL TRUST
To Our Clients:
Enclosed for your consideration is a Subscription Offering Prospectus
dated September __, 1997 (the "Prospectus") and the related Subscription Form in
connection with the offer by New York Bancorp Capital Trust, a Delaware
statutory business trust (the "Trust"), being made to each holder (each, a
"Holder") of outstanding shares of common stock, par value $0.01 per share (the
"Common Stock") of New York Bancorp Inc. ("New York Bancorp") as of September
18, 1997 to subscribe for that number of Capital Securities (rounded down to the
nearest whole Capital Security) purchasable pursuant to such Holder's Pro Rata
Subscription Right and Excess Subscription Right (each as defined in the
Subscription Form), at a price of $25.00 per Capital Security.
We are the holder of record of the shares of Common Stock held for your
account, and the Prospectus and the Subscription Form are being forwarded to you
as the beneficial owner of the shares of Common Stock held by us in your account
but not registered in your name. A subscription for Capital Securities can be
made only by us as the holder of record and pursuant to your instructions. THE
SUBSCRIPTION FORM IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE
USED BY YOU TO SUBSCRIBE FOR CAPITAL SECURITIES.
We request instructions as to whether you wish to subscribe for Capital
Securities upon the terms and subject to the conditions set forth in the
Prospectus and the related Subscription Form.
Your attention is invited to the following:
1. Holders may subscribe for Capital Securities as indicated in the
Instructions attached hereto.
2. The offer to subscribe expires at 5:00 p.m., New York City time, on
October __, 1997, unless otherwise extended by New York Bancorp.
3. You may subscribe for that number of whole Capital Securities
(rounded down to the nearest whole Capital Security) purchasable
pursuant to your Pro Rata Subscription Right and may also exercise
your Excess Subscription Right, in each case, at a price of $25.00
per Capital Security.
NYFS10...:\81\65281\0001\1819\OFF9127U.33B
If you wish to have us subscribe for Capital Securities on your behalf,
please so instruct us by completing, executing and returning to us the
instruction form attached hereto. An envelope to return your instructions to us
is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO MAKE SUITABLE ARRANGEMENTS WITH YOU FOR PAYMENT OF THE APPLICABLE
AGGREGATE PURCHASE PRICE AND TO SUBMIT A SUBSCRIPTION ON YOUR BEHALF BEFORE THE
EXPIRATION DATE.
BY PROVIDING THE INSTRUCTIONS CONTAINED HEREIN TO US, YOU WILL BE DEEMED
TO HAVE SUBSCRIBED FOR THE NUMBER OF CAPITAL SECURITIES SPECIFIED AND TO HAVE
COMMITTED TO MAKE PAYMENT OF THE APPLICABLE AGGREGATE PURCHASE PRICE FOR THE
CAPITAL SECURITIES SO SUBSCRIBED.
2
INSTRUCTIONS WITH RESPECT TO THE OFFER TO SUBSCRIBE FOR
8.00% CONVERTIBLE TRUST PREFERRED SECURITIES
(THE "CAPITAL SECURITIES") OF
NEW YORK BANCORP CAPITAL TRUST
The undersigned acknowledge(s) receipt of your letter, the enclosed
Prospectus dated September __, 1997 and the related Subscription Form, in
connection with the offer by New York Bancorp Capital Trust (the "Trust") to
each holder of the outstanding shares of common stock, par value $0.01 per share
(the "Common Stock") of New York Bancorp Inc. ("New York Bancorp") to subscribe
for that number of Capital Securities (rounded down to the nearest whole Capital
Security as indicated in the box below) purchasable pursuant to such Holder's
Pro Rata Subscription Right and Excess Subscription Right (each as defined in
the Subscription Form), at a price of $25.00 per Capital Security.
This will instruct you to deliver to The Bank of New York, as Sales Agent,
a Subscription Form subscribing for the number of Capital Securities indicated
below purchasable by the undersigned pursuant to the undersigned's Pro Rata
Subscription Right and Excess Subscription Right relating to the shares of
Common Stock held by you for the account of the undersigned, upon the terms and
subject to the conditions set forth in the Prospectus and the related
Subscription Form.
3
BOX 1
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NAME AND ADDRESS OF REGISTERED HOLDER OR DTC PARTICIPANT AND DTC
PARTICIPANT NUMBER (IF PARTY HOLDS AS DTC PARTICIPANT):
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--------------------------------------------
--------------------------------------------
--------------------------------------------
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NUMBER OF SHARES OF NEW YORK BANCORP COMMON STOCK OWNED BY THE HOLDER AS OF
SEPTEMBER 18, 1997:
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AGGREGATE PAYMENT TENDERED HEREWITH AGGREGATE NUMBER OF CAPITAL SECURITIES
PURSUANT TO PRO RATA SUBSCRIBED FOR PURSUANT TO PRO RATA
SUBSCRIPTION RIGHT SUBSCRIPTION RIGHT
(Number of Capital Securities indicated (Maximum equals the number of shares of
box to the right multiplied by $25) Common Stock held by you as of
September 18, 1997 multiplied by
.0938, rounded down to the
nearest whole Capital Security)
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$ Capital Securities
----------- ------------
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AGGREGATE PAYMENT TENDERED HEREWITH AGGREGATE NUMBER OF CAPITAL SECURITIES
PURSUANT TO EXCESS SUBSCRIBED FOR PURSUANT TO
SUBSCRIPTION RIGHT EXCESS SUBSCRIPTION RIGHT
(Number of Capital Securities indicated (Number of additional Capital
in box to the right multiplied by $25) Securities you wish to purchase
in excess of the number
indicated above)
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$ Capital Securities
----------- ------------
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METHOD OF PAYMENT
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|_| Certified or cashier's check enclosed, payable to New York Bancorp
Capital Trust.
|_| Money order enclosed, payable to New York Bancorp Capital Trust.
|_| Personal check enclosed, payable to New York Bancorp Capital Trust.
In the event that any Subscriptions are not accepted by New York Bancorp or the
Trust, all documents submitted by the Holder, and all amounts delivered in
payment of the purchase price for Capital Securities, will be returned as
promptly as practicable following the expiration or termination of the
Subscription Offering.
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4
BOX 2
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IMPORTANT -- READ CAREFULLY
Holder(s) must execute this Subscription Form exactly as their name(s)
appear(s) on the register of Common Stock. In the event shares of Common Stock
are held by Authorized DTC Participant(s), such Authorized DTC Participant(s)
must execute this Subscription Form exactly as their name(s) are registered with
DTC. If the shares of Common Stock are held of record by two or more joint
registered Holders, all such Holders must sign this Subscription Form. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and must submit proper
evidence satisfactory to New York Bancorp and the Trust of such person's
authority so to act.
SIGN HERE
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Signature of Holder(s)
Dated:
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Name(s):
----------------------------------------------------------------------
----------------------------------------------------------------------
(Please Print)
Capacity:
----------------------------------------------------------------------
Address:
----------------------------------------------------------------------
Area Code and Telephone No.: ( )
-----------------------------------------------
Tax Identification or Social Security No.:
-----------------------------------------------
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5