0001193125-18-319232 Sample Contracts

NEW YORK COMMUNITY BANCORP, INC. $300,000,000 5.90% Fixed-to-Floating Rate Subordinated Notes due 2028 UNDERWRITING AGREEMENT (the “Agreement”)
Underwriting Agreement • November 6th, 2018 • New York Community Bancorp Inc • Savings institutions, not federally chartered • New York

$300,000,000 of 5.90% Fixed-to-Floating Rate Subordinated Notes due 2028 (the “Securities”), of the Company. The Securities will be issued pursuant to an Indenture, to be dated on or about November 6, 2018 (the “Base Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto, to be dated as of November 6, 2018 by and between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

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NEW YORK COMMUNITY BANCORP, INC. as the Company and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 6, 2018 to INDENTURE Dated as of November 6, 2018
Indenture • November 6th, 2018 • New York Community Bancorp Inc • Savings institutions, not federally chartered • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of November 6, 2018, by and between New York Community Bancorp, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), under the Base Indenture (as hereinafter defined).

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