Exhibit 1

THE BANK OF NEW YORK COMPANY, INC.

US$1,000,000,000

Senior Medium-Term Notes Series G

Senior Subordinated Medium-Term Notes Series H

US$1,000,000,000

Senior Medium-Term Notes Series H

Senior Subordinated Medium-Term Notes Series I

DISTRIBUTION AGREEMENT

June 15, 2006

To each institution listed on Schedule I hereto

Ladies and Gentlemen:

The Bank of New York Company, Inc., a New York corporation (the “Company”), confirms its agreement with each institution listed on Schedule I hereto and any institution appointed as an agent pursuant to Section 17 hereof (each, an “Agent” and, collectively, the “Agents”) with respect to the issue and sale by the Company from time to time of (i) its Senior Medium-Term Notes Series G and its Senior Subordinated Medium-Term Notes Series H under the Company’s medium-term notes program (the “MTN Program”) and (ii) its Senior Medium-Term Notes Series H and its Senior Subordinated Medium-Term Notes Series I under the Company’s CoreNotes ^® Program (the “CoreNotes ^® Program” and, together with the MTN Program, the “Programs”). For purposes of this Agreement (i) the Company’s Senior Medium-Term Notes Series G and Senior Medium-Term Notes Series H will be referred to as the “Senior Notes,” (ii) the Company’s Senior Subordinated Medium-Term Notes Series H and Senior Subordinated Medium-Term Notes Series I will be referred to as the “Senior Subordinated Notes” and (iii) the Senior Notes and the Senior Subordinated Notes will be collectively referred to as the “Notes.”

The Senior Notes are to be issued pursuant to an indenture dated as of July 18, 1991, as it may be supplemented from time to time (the “Senior Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Senior Trustee”). The Senior Subordinated Notes are to be issued pursuant to an indenture dated as of October 1, 1993, as it may be supplemented from time to time (the “Senior

“CoreNotes®” is a registered service mark of Merrill Lynch & Co., Inc.

Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), between the Company and J.P. Morgan Trust Company, National Association (successor by merger to Chase Manhattan Trust Company, National Association), as trustee (the “Senior Subordinated Trustee” and, together with the Senior Trustee, the “Trustees”).

As of the date hereof, the Company has authorized the issuance and sale of up to an aggregate initial offering price not to exceed U.S. $1,000,000,000 (or its equivalent, based upon the applicable exchange rate at the time of issuance, in such foreign currencies as the Company shall designate at the time of issuance) of Notes under the MTN Program and up to an aggregate initial offering price not to exceed US$1,000,000,000 of Notes under the CoreNotes ^® Program, in each case, to or through the Agents pursuant to the terms of this Agreement. It is understood, however, that the Company may from time to time authorize the issuance of additional Notes and that such additional Notes may be sold through or to the Agents pursuant to the terms of this Agreement, all as though the issuance of such Notes were authorized as of the date hereof.

This Agreement provides both for the sale of Notes by the Company directly to purchasers, in which case the Agents will act as agents of the Company in soliciting Note purchasers, and (as may from time to time be agreed to by the Company and any Agent or Agents) to such Agent or Agents as principal for resale to purchasers.

The Company has filed with the Securities and Exchange Commission (the “SEC”) (A) an automatic shelf registration statement (as defined in Rule 405 (“Rule 405”) of the rules and regulations of the SEC (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “1933 Act”)) on Form S-3 (Nos. 333-134738, 333-134738-01, 333-134738-02, 333-134738-03, 333-134738-04 and 333-134738-05) for the registration of, among other securities, debt securities, including the Notes, under the 1933 Act, and the offering thereof from time to time in accordance with Rule 415 of the 1933 Act Regulations, (B) the current related prospectus covering, among other securities, the Notes to be offered under the Programs (the “Base Prospectus”), (C) the current prospectus supplement to the Base Prospectus covering the Notes offered under the MTN Program (the “MTN Prospectus Supplement” and, together with the Base Prospectus, the “MTN Prospectus”), and (D) the current prospectus supplement to the Base Prospectus covering the Notes offered under the CoreNotes ^® Program (the “CoreNotes ^® Prospectus Supplement” and, together with the Base Prospectus, the “CoreNotes ^® Prospectus”). Such registration statement became effective upon filing pursuant to Rule 462(e) of the 1933 Act Regulations and the Indentures have been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The Company has filed such post-effective amendments thereto as may be required prior to the acceptance by the Company of an offer for the purchase of any Notes, and each such post-effective amendment became effective on filing. Such registration statement, at any relevant time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations at such time is referred to herein as the “Registration Statement”. If the Company files any further registration statement for the purpose of registering additional Notes and in connection with which this Agreement is included or incorporated by reference as an exhibit, then, after such filing, all references to the “Registration Statement” shall be deemed to refer to such further registration statement. With respect to the offering of Notes under the MTN Program, the MTN Prospectus, and with respect to the offering of Notes under the

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CoreNotes ^® Program, the CoreNotes ^® Prospectus, in each case including all applicable amendments or supplements thereto and the pricing supplement relating to the offering of any applicable tranche of Notes under each Program (each, a “Pricing Supplement”), in the form first furnished to the applicable Agent(s) for use in connection with the offering of such Notes, are referred to herein as the “Prospectus”. The term “preliminary prospectus” means any prospectus, any prospectus supplement and/or pricing supplement used before the acceptance by the Company of an offer for the purchase of Notes which omitted information to be included upon pricing in a form of prospectus filed with the SEC pursuant to Rule 424(b) of the 1933 Act Regulations. All references to the Registration Statement, the MTN Prospectus, the CoreNotes ^® Prospectus, any preliminary prospectus, and the Prospectus shall also be deemed to include all documents incorporated or deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any preliminary prospectus, or to any amendment or supplement thereto, shall be deemed to include any copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information that is “disclosed”, “contained”, “included” or “stated” (or other references of like import) in the Registration Statement, the Prospectus or any preliminary prospectus shall be deemed to include all such financial statements and schedules and other information that is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement, the Prospectus or such preliminary prospectus, as the case may be. The terms “amend”, “amendment” or “supplement” as used herein with respect to the Registration Statement, the MTN Prospectus, the CoreNotes ^® Prospectus, the Prospectus or any preliminary prospectus shall be deemed to include all documents subsequently filed with the SEC pursuant to the 1933 Act or the Securities Exchange Act of 1934, as amended (“1934 Act”), that are incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement, the MTN Prospectus, the CoreNotes ^® Prospectus, the Prospectus or such preliminary prospectus, as the case may be.

SECTION 1. Appointment as Agents .

(a) Appointment of Agents . Subject to the terms and conditions stated herein, the Company hereby appoints the Agents as its agents for the purpose of soliciting purchases of the Notes from the Company by others and agrees that, whenever the Company determines to sell Notes directly to the Agents as principal for resale to others, it will enter into a Terms Agreement (hereafter defined) relating to such sale in accordance with the provisions of Section 3(b) hereof. The Agents are authorized to appoint sub-agents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes. The Company may also sell Notes directly to investors on its own behalf. Subject to the next sentence, the Company may offer and sell Notes to or through agents that are not a party to this Agreement and may enter into agreements similar to this Agreement with other parties; provided , however , that with respect to transactions in which the sales of Notes will be targeted to retail or institutional purchasers under the MTN Program, the Company may enter into arrangements with other agent(s) not a party to this Agreement provided that such agent(s) enter into an agreement with terms substantially identical to those contained herein. The Company agrees that it hereby appoints only Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “ CoreNotes ^® Agent ”) to act exclusively on its behalf or to assist the Company in connection with transactions in which the sale of Notes will be targeted to retail

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purchasers solely under the CoreNotes ^® Program and sold in connection with the CoreNotes ^® website (www.corenotes.ml.com). For purposes of this Agreement, all references to any Agent shall be deemed to include the CoreNotes ^® Agent, unless the context otherwise requires.

(b) Best Efforts Solicitations; Rights to Reject Offers . Upon receipt of instructions from the Company, the Agents will use their reasonable best efforts to solicit purchases of such principal amount of the Notes as the Company and the Agents shall agree upon from time to time during the term of this Agreement, it being understood that the Company shall not approve the solicitation of purchases of Notes in excess of the amount that shall be authorized by the Company from time to time. The Agents shall have no responsibility for maintaining records with respect to the aggregate initial offering price of Notes sold, or of otherwise monitoring the availability of Notes for sale, under the Registration Statement, any further registration statement relating to the Notes or otherwise. The Agents will communicate to the Company, orally or in writing, each offer to purchase Notes, other than those offers rejected by each Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent’s agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part.

(c) Solicitations as Agent; Purchases as Principal . If agreed upon between an Agent and the Company, such Agent, acting solely as an agent for the Company and not as principal, will solicit offers for the purchase of Notes. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company. The Agents shall not have any liability to the Company in the event any such purchase is not consummated for any reason. The Agent shall not have any obligation to purchase Notes from the Company as principal, but each Agent may agree from time to time to purchase Notes as principal. However, absent an agreement between an Agent and the Company that such Agent shall be acting solely as an agent for the Company, such Agent shall be deemed to be acting as principal in connection with any offering of Notes by the Company through such Agent. Any such purchase of Notes by an Agent as principal shall be made pursuant to a Terms Agreement in accordance with Section 3(b) hereof.

(d) Reliance . The Company and the Agents agree that any Notes the placement of which an Agent arranges shall be placed by such Agent, and any Notes purchased by an Agent shall be purchased, in reliance on the representations, warranties, covenants and agreements of the Company contained herein and on the terms and conditions and in the manner provided herein.

SECTION 2. Representations and Warranties .

(a) The Company represents and warrants to the Agents as of the date hereof, as of the time of each acceptance by the Company of an offer for the purchase of Notes (through an Agent as agent) or as of the time set forth in a Terms Agreement (if the Notes are being purchased by an Agent as principal) (each such time being an “Applicable Time”), as of the date of each delivery of Notes (whether through an Agent as agent or to an Agent as principal) (the date of each such delivery to an Agent as principal being hereafter referred to as a “Settlement Date”), and as of any time that the Registration Statement or the Prospectus shall be amended or supplemented (in each case, a “Representation Date”) as follows:

(i) Due Incorporation . Each of the Company and The Bank of New York (the “Bank”) has been duly organized and is validly existing as a corporation or banking corporation, as the case may be, and is an existing corporation or banking corporation, as the case may be, in good standing under the laws of the State of New York.

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(ii) Status as a Well-Known Seasoned Issuer . (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Notes in reliance on the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and (D) at the date hereof, the Company was and is a “well-known seasoned issuer”, as defined in Rule 405, including not having been and not being an “ineligible issuer”, as defined in Rule 405; the Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Notes, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”; and the Company has not received from the SEC any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Notes and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

(iii) Registration Statement, Prospectus and Disclosure at Time of Sale . The Registration Statement has been filed with the SEC not earlier than three years prior to the applicable Representation Date. The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or proceedings or examinations pursuant to Sections 8(d), 8(e) or 8A of the 1933 Act against the Company or related to the offering of the Notes or the Registration Statement have been instituted or are pending or, to the knowledge of the Company, are threatened by the SEC, and any request on the part of the SEC for additional information with respect to the Registration Statement has been complied with. The Indentures have been duly qualified under the 1939 Act. No order preventing or suspending the use of any preliminary prospectus has been issued by the SEC. The Registration Statement, as of the date that any part thereof has become, or is deemed to have become, effective under the 1933 Act Regulations complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the rules and regulations of the SEC under the 1939 Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each preliminary prospectus and the Prospectus

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deemed to be a part of or included in the Registration Statement, or filed pursuant to Rule 424 of the 1933 Act Regulations, complied at such time in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Any filing of the Prospectus and any supplements thereto required pursuant to Rule 424 of the 1933 Act Regulations will be made in the manner and within the time period required by Rule 424 of the 1933 Act Regulations. Each preliminary prospectus and the Prospectus delivered to the applicable Agent(s) for use in connection with the offering of Notes are identical to any electronically transmitted copies thereof filed with the SEC pursuant to EDGAR, except to the extent permitted by Regulation S-T. At the date of this Agreement and at each other Representation Date, neither the MTN Prospectus or the CoreNotes ^® Prospectus nor any amendment or supplement thereto included 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, not misleading.

Any offer that is a written communication relating to the Notes made prior to the filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the SEC in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

As of the Applicable Time with respect to the offering of any applicable tranche of Notes, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) as amended or supplemented immediately prior to the Applicable Time and the applicable Final Term Sheet (as defined in Section 4(b) hereof), if any, relating to the offering of such Notes, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As used in this subsection (ii) and elsewhere in this Agreement:

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Notes that (i) is required to be filed with the SEC by the Company, (ii) is a “road show” that constitutes a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the SEC, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) of the 1933 Act Regulations.

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“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“Statutory Prospectus” means (i) with respect to the MTN Program, the MTN Prospectus and any preliminary pricing supplement relating to the Notes of a particular tranche and (ii) with respect to the CoreNotes ^® Program, the CoreNotes ^® Prospectus and the Pricing Supplement relating to the Notes of a particular tranche.

Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date that the Company notified or notifies the Agents as described in Section 4(f), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) any statements in or omissions from the Registration Statement, any preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus, or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by an Agent expressly for use in the Registration Statement, any preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus, or the Prospectus (it being agreed that, for purposes of this subsection (ii) and Section 8 hereof, the only information so furnished by any Agent as of the date hereof consists of (x) the last two sentences of the fifth paragraph and the entire seventh paragraph under “Plan of Distribution of Medium-Term Notes” in the MTN Prospectus Supplement and (y) the last two sentences of the sixth paragraph and the entire seventh paragraph under “Plan of Distribution” in the CoreNotes ^® Prospectus Supplement or (ii) to that part of the Registration Statement that shall constitute the Statement of Eligibility under the 1939 Act (the “Form T-l”) of the Trustees.

(iv) Incorporated Documents . The documents incorporated or deemed to be incorporated by reference in the General Disclosure Package or the Prospectus, at the time they were or hereafter are filed with the SEC, conformed and will conform in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations thereunder (the “1934 Act Regulations”), as applicable, and, when read together with the other information in the General Disclosure Package and the Prospectus, as applicable, (a) at the date that any part of the Registration Statement has become, or is deemed to have become, effective under the 1933 Act Regulations, (b) at the time the General Disclosure Package and the Prospectus, as applicable, were first used, (c) at the date hereof and (d) at each other Representation Date, did not and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.

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(v) Material Change . Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in the credit-worthiness of the Company and its subsidiaries on a consolidated basis, other than as set forth or contemplated therein.

(vi) No Defaults; Regulatory Approvals . The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indentures, this Agreement and each applicable Terms Agreement, if any, and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to the terms of, any indenture, contract, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except as would not result in a material adverse change in the financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries considered as one enterprise or adversely affect the compliance by the Company with its obligations under this Agreement, the Indentures or the Notes or the validity of the Notes, nor will such action result in any violation by the Company of the provisions of the Certificate of Incorporation, as amended, or By-Laws of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties, and no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory authority or other governmental agency or body is required for the issue and sale of the Notes or the consummation of the other transactions contemplated by this Agreement or any Terms Agreement or the Indentures, except such as may be required under the 1933 Act, the 1939 Act and the 1933 Act Regulations and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Notes by the Agents.

(vii) Authorization and Validity . The Notes have been duly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture under which it is to be issued against payment of the consideration therefor specified herein, the Notes will constitute valid and legally binding obligations of the Company entitled to the benefits provided by such Indenture; this Agreement has been duly authorized, executed and delivered by the Company; each Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indentures conform and the Notes of any particular tranche will conform to the descriptions thereof in the General Disclosure Package and the Prospectus.

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(viii) Capitalization . All of the issued shares of capital stock of the Bank have been duly and validly authorized and issued, are fully paid and non-assessable (except as provided in Article III of the Banking Law of the State of New York) and are owned by the Company, free and clear of all liens, encumbrances, equities or claims.

(ix) Legal Proceedings . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or its subsidiaries that might result in any material adverse change in the financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries considered as one enterprise.

(x) Ratings . The Senior Notes and the Senior Subordinated Notes are rated Aa3 and A1, respectively, by Moody’s Investors Service, Inc. and A+ and A, respectively, by Standard & Poor’s Ratings Services, or such other ratings as to which the Company shall have most recently notified the Agents pursuant to Section 4(a) hereof.

(b) Additional Certifications . Any certificate signed by any officer of the Company and delivered to the Agents or to counsel for the Agents in connection with an offering of Notes or the sale of the Notes to the Agent as principal shall be deemed a representation and warranty by the Company to the Agents as to the matters covered thereby on the date of such certificate and at each Representation Date referred to in Section 2(a) hereof subsequent thereto.

SECTION 3. Solicitations as Agent; Purchases as Principal .

(a) Solicitations as Agent . On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the applicable General Disclosure Package and the Prospectus. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Agent.

The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through the Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised the Agents that such solicitation may be resumed.

The Company agrees to pay the applicable Agent, acting in its capacity as Agent under the MTN Program, a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as negotiated by the Company and such Agent prior to such sale. The Company agrees to pay the CoreNotes ^® Agent, acting in its capacity as CoreNotes ^® Agent under the CoreNotes ^® Program, a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by the CoreNotes ^® Agent, as set forth in Schedule A hereto.

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Each Agent may re-allow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes; provided, however , that such Agent shall obtain the prior written consent of the Company to any such reallowance.

(b) Purchases as Principal . Each sale of Notes to an Agent or Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent or Agents shall otherwise agree) pursuant to a separate agreement that will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent or Agents. Each such separate agreement (which may be an oral agreement promptly confirmed in writing as described below) between an Agent or Agents and the Company is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Company and an Agent or Agents. Each such Terms Agreement, whether oral (and promptly confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Annex I hereto and, if in writing, shall be substantially in the form of Annex I hereto. Such Terms Agreement shall also specify the requirements, if any, for the opinions of counsel, letters of the Company’s independent registered public accountants and officer’s certificate pursuant to Sections 7(b), 7(c) and 7(d) hereof. Each Agent’s commitment to purchase Notes as principal pursuant to any Terms Agreement (or otherwise) shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth.

Each purchase of Notes by the applicable Agents under the MTN Program, unless otherwise agreed in the applicable Terms Agreement, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. Each purchase of Notes by the CoreNotes ^® Agent under the CoreNotes ^® Program, unless otherwise agreed in the applicable Terms Agreement, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule B hereto. Each Agent is authorized to utilize a selling or dealer group in connection with the resale of the Notes purchased; provided, however , that such Agent shall obtain the prior written consent of the Company to such utilization.

(c) Administrative Procedures . The purchase price, interest rate or formula, maturity date and other terms of the relevant Notes shall be agreed upon by the Company and the applicable Agent and set forth in a Pricing Supplement to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in the Pricing Supplement, the Notes will be issued in denominations of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000. Administrative procedures with respect to the sale of the relevant Notes shall be agreed upon from time to time by the Agents and the Company (the “Procedures”). The Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.

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SECTION 4. Covenants of the Company . The Company covenants with the Agents as follows:

(a) Notice of Certain Events; Rule 424(b) Filings; Payment of Filing Fees . The Company will notify the Agents as soon as practicable of (i) the effectiveness of any amendment to the Registration Statement (excluding any document incorporated by reference therein) or the filing of any new registration statement relating to the Notes after the date hereof, (ii) the mailing or the delivery to the SEC for filing of any supplement to the Prospectus (other than any document incorporated by reference therein or any supplement thereto (x) providing solely for the determination of the variable terms of the Notes or (y) relating exclusively to an offering of securities other than the Notes), (iii) the receipt of any comments from the SEC with respect to the Registration Statement or the Prospectus, (iv) any request by the SEC for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information with respect thereto, (v) the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the initiation of any proceedings for that purpose or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement, (vi) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Notes, or (vii) any change in the rating assigned by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) of the 1933 Act Regulations) to any debt securities (including the Notes) of the Company, or the public announcement by any such nationally recognized statistical rating organization that it has under surveillance or review, with possible negative implications, its rating of any such debt securities, or the withdrawal by any such nationally recognized statistical rating organization of its rating of any such debt securities. The Company will effect all filings required under Rule 424(b) of the 1933 Act Regulations, in the manner and within the time period required by Rule 424(b) of the 1933 Act Regulations (without reliance on Rule 424(b)(8) of the 1933 Act Regulations), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus (including, without limitation, any Pricing Supplement) transmitted for filing under Rule 424(b) of the 1933 Act Regulations was received for filing by the SEC and, in the event that it was not, it will promptly file such prospectus (including, without limitation, any Pricing Supplement). The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required SEC filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) of the 1933 Act Regulations either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b) of the 1933 Act Regulations).

(b) Filing or Use of Amendments and Exchange Act Documents; Final Term Sheets and Pricing Supplements . Prior to the termination of the offering of the Notes (including by way of resale by a Purchaser of Notes purchased pursuant to a Terms Agreement), the Company will not file any registration statement with respect to the registration of additional Notes or any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus (including any prospectus included in the Registration Statement or amendment thereto at the time it became effective) or to the Prospectus (other than an amendment or supplement (i) providing solely for a change in the interest rate of the Notes or (ii) relating exclusively to an offering of securities other than the Notes) unless the Company has delivered to

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the Agents a copy for review a reasonable amount of time prior to filing and will not file any such proposed amendment or supplement to which any of the Agents reasonably objects. The Company will give the Agent(s) notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the applicable Agent(s) notice of its intention to make any such filing from the Applicable Time to the related Settlement Date and will furnish such Agent(s) with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which such Agent(s) or counsel for such Agents shall object. For the purposes of clarity, nothing in this Section 4(b) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the 1934 Act or the 1934 Act Regulations. Unless otherwise notified by the applicable Agent(s), the Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of an offering of a particular tranche of Notes under the MTN Program, in form and substance satisfactory to such Agent(s), and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business within two days following the date such final terms are established. Unless otherwise notified by the CoreNotes ^® Agent, the Company will prepare a Pricing Supplement reflecting the final terms of an offering of a particular tranche of Notes under the CoreNotes ^® Program, in form and substance reasonably satisfactory to the CoreNotes ^® Agent, and shall file such Pricing Supplement pursuant to Rule 424(b) prior to the first offering of such Notes by the CoreNotes ^® Agent. If the Company does not, or is otherwise unable to, prepare and file such Pricing Supplement as set forth in the preceding sentence, it shall promptly notify the CoreNotes ^® Agent and shall prepare a Final Term Sheet with respect to the offering of such Notes under the CoreNotes ^® Program if requested by the CoreNotes ^® Agent, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the first offering of such Notes by the CoreNotes ^® Agent.

(c) Copies of the Registration Statement, any Preliminary Prospectus and the Prospectus . The Company will deliver to the Agents as many signed and conformed copies of the Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) as the Agents may reasonably request. The Company will deliver to each Agent, without charge, as many copies of each preliminary prospectus as such Agent may reasonably request (it being understood that electronic delivery of any such preliminary prospectus will be sufficient for such Agent’s purposes unless otherwise agreed to by the Company), and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to the Agents as many copies of the Prospectus (as amended or supplemented) as the Agents shall reasonably request so long as the Agents are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Notes. It is hereby acknowledged that the Company intends to rely on Rule 172 of the 1933 Act Regulations with respect to delivery of the Prospectus.

(d) Prospectus Revisions — Material Change . Except as otherwise provided in subsection (l) of this Section 4, if at any time during the term of this Agreement, any event shall occur or condition exist as a result of which it is necessary to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be

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necessary at any such time to amend or supplement the Registration Statement (or to file a new registration statement) or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall be given by the Company, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in their capacity as agent and to cease sales of any Notes it may then own as principal, the Company will promptly prepare and file with the SEC such amendment or supplement, or new registration statement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement comply with such requirements and the Company will use its reasonable commercial efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Company will furnish to the Agents, without charge, such number of copies of such amendment, supplement or new registration statement as the Agents may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus the Company becomes aware of an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Agents and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(e) Prospectus Revisions — Periodic Financial Information . Except as otherwise provided in subsection (l) of this Section 4, on or prior to the date on which there shall be released to the general public interim financial statement information related to the Company with respect to each of the first three quarters of any fiscal year or preliminary financial statement information with respect to any fiscal year, and prior to the filing of the Forms 10-Q or 10-K with respect to such quarters or fiscal years, the Company shall furnish such information to the Agents, confirmed in writing, and shall cause the Prospectus to incorporate by reference capsule financial information with respect to the results of operations of the Company for the period between the end of the preceding fiscal year and the end of such quarter or for such fiscal year, as the case may be, and corresponding information for the comparable period of the preceding fiscal year, as well as such other information and explanations as shall be necessary for an understanding of such amounts or as shall be required by the 1933 Act or the 1933 Act Regulations; provided, however , that this covenant shall not obligate the Company to incorporate financial information or discussion other than that contained in its regular earnings press release with respect to such quarter or year.

(f) Prospectus Revisions — Audited Financial Information . Except as otherwise provided in subsection (l) of this Section 4, on or prior to the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion

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or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the 1933 Act Regulations.

(g) Earning Statements . The Company will make generally available to its security holders as soon as practicable, but not later than 60 days after the close of the period covered thereby, an earning statement of the Company and its subsidiaries (which need not be audited) in form complying with the provisions of Rule 158 of the 1933 Act Regulations, covering each twelve-month period beginning, in each case, not later than the first day of the Company’s fiscal quarter next following the “effective date” (as defined in such Rule 158) of the Registration Statement with respect to each sale of Notes.

(h) Blue Sky Qualifications . The Company will endeavor, in cooperation with the Agents, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Agents may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Notes; provided, however , that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been qualified as above provided. The Company will promptly advise the Agents of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose.

(i) 1934 Act Filings . The Company, during the period when the Prospectus is required to be delivered under the 1933 Act in connection with sales of the Notes, will file promptly all documents required to be filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act.

(j) Stand-Off Agreement . Unless otherwise agreed upon between one or more Agents acting as principal and the Company, with respect to any particular tranche of Notes, between the date of any Terms Agreement relating to such Notes and the related Settlement Date with respect to such Terms Agreement, the Company will not, without the prior consent of such Agents, which consent shall not be unreasonably withheld, offer or sell in the United States, or enter into any agreement to sell in the United States, any debt securities of the Company (other than such Notes) that are substantially similar to such Notes except as may otherwise be provided in any such Terms Agreement.

(k) Annual Reports . The Company will furnish to the Agents, at the earliest time the Company makes the same available to others, copies of its annual reports and other financial reports furnished or made available to the public generally.

(l) Suspension of Certain Obligations . The Company shall not be required to comply with the provisions of subsections (d), (e) or (f) of this Section 4, or subsections (b), (c) and (d) of Section 7 hereof, during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as

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principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

(m) Issuer Free Writing Prospectuses . The Company represents and agrees that, unless it obtains the prior consent of the Agent(s), and each Agent represents and agrees, severally and not jointly, that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed with the SEC; provided, however, that prior to the preparation of the Final Term Sheet in accordance with Section 4(b), the Agents are authorized to use the information with respect to the final terms of the applicable Notes in communications conveying information relating to the applicable offering of Notes to investors. Any such free writing prospectus consented to by the Company and the Agent(s) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the SEC where required, legending and record keeping. Any Permitted Free Writing Prospectus shall be considered to be an Issuer General Use Free Writing Prospectus unless otherwise agreed to by the Company and the Agent(s).

SECTION 5. Conditions of Obligations . The obligations of the Agents to solicit offers to purchase the Notes as agents of the Company, the obligations of any purchasers of the Notes sold through the Agents as agents, and any obligation of an Agent to purchase Notes pursuant to a Terms Agreement (or otherwise), will be subject to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all its covenants and agreements herein contained and to the following additional conditions precedent:

(a) Legal Opinions . On the date the program commences (the “Commencement Date”), the Agents shall have received the following legal opinions, dated as of the date hereof and in form and substance satisfactory to the Agents:

(1) Opinion of Company Counsel . The opinion of Maria J. Petti, Senior Counsel of the Bank, or other counsel satisfactory to the Agents, to the effect that:

(i) Each of the Company and the Bank has been duly incorporated and is an existing corporation or banking corporation, respectively, in good standing under the laws of the State of New York, and the Company has the corporate power and authority to own its properties and conduct its business as described in the Registration Statement and the Prospectus.

(ii) Each Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the 1939 Act and constitutes a valid and legally binding obligation of the Company enforceable against the Company in

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accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(iii) The Notes have been duly authorized and established by the Company in conformity with the applicable Indenture, and when the terms of a particular Note and of its issuance and sale have been duly authorized and established by all necessary corporate action on the part of the Company in conformity with such Indenture and such Note has been duly prepared, executed, authenticated and issued in accordance with such Indenture and delivered against payment in accordance with this Agreement, such Note will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(iv) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Company on or prior to the date of such opinion under the Federal laws of the United States and the laws of the State of New York for the issuance, sale and delivery of the Notes by the Company to or through the Agent, in accordance with this Agreement, have been obtained or made (except that such counsel need express no opinion with respect to state securities laws).

(v) This Agreement has been duly authorized, executed and delivered by the Company.

(vi) The execution and delivery by the Company of the Indentures did not, and of this Agreement do not, and the completion, execution and issuance of each particular Note in accordance with the applicable Indenture, the sale by the Company of such Note in accordance with this Agreement and the performance by the Company of its obligations under the Indentures, this Agreement and such Note will not, violate the Company’s Certificate of Incorporation or By-Laws, in each case as in effect at the date of such opinion, or violate any existing Federal law of the United States or law of the State of New York (except that such counsel need express no opinion with respect to federal or state securities laws, other antifraud laws, fraudulent transfer laws, the Employee Retirement Income Security Act of 1974 and laws that restrict transactions between U.S. persons and citizens of foreign countries or other jurisdictions and related laws, and insofar as performance by the Company of its obligations under such Indenture, this Agreement and the Notes is concerned, such counsel need express no opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights).

(vii) Each part of the Registration Statement, when such part became effective, and each of the MTN Prospectus and the CoreNotes ^® Prospectus as of its issue date (other than, in each case, the financial statements and other financial

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and statistical data therein, as to which such counsel need express no opinion), appeared on their face to be appropriately responsive, in all material respects relevant to the offering of the Notes, to the requirements of the 1933 Act, the 1939 Act and the applicable rules and regulations of the SEC thereunder; further, nothing which came to such counsel’s attention in the course of such counsel’s review (as described in such opinion) has caused such counsel to believe that, insofar as relevant to the offering of the Notes, any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that each of the MTN Prospectus and the CoreNotes ^® Prospectus, as of its date or the date of such opinion (other than, in each case, the financial statements and other financial and statistical data therein, as to which such counsel need express no opinion), contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and such counsel does not know of any litigation or any governmental proceeding instituted or threatened against the Company or the Bank that would be required to be disclosed in each of the MTN Prospectus and the CoreNotes ^® Prospectus and is not so disclosed, and does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in each of the MTN Prospectus and the CoreNotes ^® Prospectus and are not so summarized. Such counsel may state that such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or each of the MTN Prospectus and the CoreNotes ^® Prospectus except for those made under the captions “Description of Senior Debt Securities and Senior Subordinated Debt Securities”, “Description of Notes”, “Plan of Distribution”, “Description of Medium-Term Notes” and “Plan of Distribution of Medium-Term Notes” in each of the MTN Prospectus and the CoreNotes ^® Prospectus insofar as they relate to provisions of documents therein described and that such counsel does not express any opinion or belief as to the financial statements or other financial and statistical data contained in the Registration Statement or each of the MTN Prospectus and the CoreNotes ^® Prospectus or as to the Form T-1 of each Trustee.

In providing such opinion, such counsel may assume, in connection with the opinion set forth in paragraph 5(a)(1)(iii) above, that at the time of issuance, sale and delivery of each particular Note the authorization of the Notes will not have been modified or rescinded and, with respect to each Note, that such Note will conform to the form of Note examined by such counsel. Such counsel may also assume in connection with such opinion that at the time of the issuance, sale and delivery of each particular Note there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Note and that the issuance, sale and delivery of such Note, all of the terms of such Note and the performance by the Company of its obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and will not result in a

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default under or breach of any agreement or instrument then binding on the Company. Such counsel may state in rendering the opinion set forth in paragraph 5(a)(1)(iii) above that, as of the date of such opinion, a judgment for money in an action based on Notes denominated in foreign currencies or currency units in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars and that the date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Note is denominated into United States dollars will depend upon various factors, including which court renders the judgment. In the case of a Note denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Note would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Note is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.

(2) Opinion of Counsel to the Agent . The opinion of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Agents, with respect to such matters as the Agents may reasonably request.

(b) Officer’s Certificate . On the Commencement Date, the Agents shall have received a certificate of an officer of the Company satisfactory to the Agents, dated as of the date hereof, as to the accuracy of the representations and warranties of the Company herein, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the date hereof and as to such other matters as the Agents may reasonably request, and that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC.

(c) Comfort Letter . On the Commencement Date, the Agents shall have received a letter from the Company’s independent registered public accountants, dated as of the date hereof and in form and substance satisfactory to the Agents, to the effect set forth in Annex II.

(d) Other Documents and Opinions . At the Commencement Date and at each Settlement Date with respect to any applicable Terms Agreement, your counsel shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Notes as herein contemplated; and all proceedings taken by the Company in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to your counsel.

(e) Conditions to Purchase . Prior to such solicitation or purchase, as the case may be, other than a purchase by an Agent pursuant to a Terms Agreement:

(i) there shall not have occurred any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in the judgment of the applicable Agents after consultation with the Company, is material and adverse and that makes it, in the judgment of the applicable Agents, impracticable to market the Notes or deliver Notes to the purchaser on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented; and

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(ii) there shall not have occurred any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) of the 1933 Act Regulations), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating);

except, in each case described in paragraph (i) or (ii) above, as disclosed to the Agents in writing by the Company prior to such solicitation or, in the case of a purchaser of Notes, as disclosed to the relevant purchaser before the offer to purchase such Notes was made.

The Company acknowledges that the Agents shall not have any duty or obligation to exercise the judgment described in paragraphs (i) and (ii) above on behalf of any purchaser of Notes other than the Agents.

If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable Agents, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time, and any such termination shall be without liability of any party to any other party, except that Sections 4(g), 8, 9, 10, 13, 14, 16 and 18 hereof shall survive any such termination and remain in full force and effect.

SECTION 6. Delivery of and Payment for Notes Sold through the Agents . Delivery of Notes sold through the Agents as agents shall be made by the Company to the Agents for the account of any purchaser only against payment therefor in immediately available funds. In the event that a purchaser shall fail either to accept delivery of or to make payment for a Note on the date fixed for settlement, the Agents shall promptly notify the Company and deliver such Note to the Company, and, if an Agent has theretofore paid the Company for such Note, the Company will promptly return such funds to such Agent. If such failure shall have occurred for any reason other than default by such Agent to perform its obligations under this Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company.

SECTION 7. Additional Covenants of the Company . The Company covenants and agrees with the Agents that:

(a) Reaffirmation of Representations and Warranties . Each acceptance by it of an offer for the purchase of Notes, and each delivery of Notes to an Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to an Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to an Agent, of the Note or Notes relating to such

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acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended and supplemented to each such time).

(b) Subsequent Delivery of Certificates . Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates of Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement relating exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 5.02, 5.03, 5.04 or 5.05 thereof) or, if required pursuant to the terms of a Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment or the Settlement Date relating to such Terms Agreement, as the case may be, in form satisfactory to the Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof that was last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 5(b) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement; provided, however, that if the Agents have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company pursuant to Section 4(l) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a certificate or certificates until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.^

(c) Subsequent Delivery of Legal Opinions . Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by (i) a Pricing Supplement, (ii) an amendment or supplement providing solely for a change in the interest rates of the Notes or a change in the principal amount of Notes remaining to be sold or similar changes or (iii) an amendment or supplement that relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference in the Prospectus (other than (x) any Current Report on Form 8-K relating exclusively to the issuance of securities other than the Notes or (y) unless reasonably requested by any Agent, any Current Report on Form 8-K filed by the Company under Items 5.02, 5.03, 5.04 or 5.05 thereof) or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and counsel to the Agents a written opinion of Maria J. Petti, Esq., Senior Counsel to the Bank, or other counsel satisfactory to the Agents, dated the date of delivery of such opinion, in form

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satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, and such other opinions provided for in Section 5(a) hereof as the Agents may request, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion, shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement); provided, however , that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company pursuant to Section 4(l) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with an opinion or opinions until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

(d) Subsequent Delivery of Comfort Letters . Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference in the Prospectus that contains additional financial information or, if so indicated in the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall cause the Company’s independent registered public accountants forthwith to furnish the Agents a letter, dated the date of filing of such amendment, supplement or document with the SEC, or the Settlement Date relating to such Terms Agreement, as the case may be, in form satisfactory to the Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Annex II hereto but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such letter and to the General Disclosure Package if in connection with a sale of Notes pursuant to a Terms Agreement, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of Annex II hereto with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however , that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, the Company’s independent public accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information; provided further, however , that if the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company pursuant to Section 4(l) hereof, and the Agents shall not hold any Notes as principal, the Company shall not be obligated so to furnish the Agents with a letter or letters until such time as the Company shall determine that the solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with the Agents in which such letter or letters are required.

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SECTION 8. Indemnity and Contribution . (a) The Company will indemnify and hold harmless the Agents against any losses, claims, damages or liabilities to which the Agents may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the 1933 Act Regulations, the Prospectus (or any amendment or supplement thereto) or any other prospectus relating to the Notes, or any amendment or supplement thereto, or arise out of or are based upon 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, and will reimburse the Agents for any legal or other expenses reasonably incurred, as incurred, by the Agents in connection with investigating or defending any such action or claim; provided, however , that the Company shall not be 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 the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or any other prospectus relating to the Notes, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Agents expressly for use therein (it being agreed that such information only consists of the information set forth in Section 2(a)(iii) hereof).

(b) The Agents will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or any other prospectus relating to the Notes, or any amendment or supplement thereto, or arise out of or are based upon 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 each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus (or any amendment or supplement thereto) or any other prospectus relating to the Notes, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Agents expressly for use therein (it being agreed that such information only consists of the information set forth in Section 2(a)(iii) hereof); and will reimburse the Company for any legal or other expenses reasonably incurred, as incurred, by the Company in connection with investigating or defending any such action or claim.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof but the omission so to notify the indemnifying party shall not relieve it from any liability except to the extent that it has been prejudiced in any material respect by such failure or from any liability that it may have to any

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indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions 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 in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agents on the other from the offering of the Notes to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above and such indemnifying party was prejudiced in a material respect by such failure, 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 Company on the one hand and the Agents on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agents on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total commissions or discounts received by the Agents in respect thereof. 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 Company or the Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agents agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (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 subsection (d), the Agents shall not be required to contribute any amount in excess of the amount by which the total public offering price at which the Notes purchased by or through it were sold exceeds the amount of any damages that the Agents have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

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(e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls an Agent within the meaning of the 1933 Act; and the obligations of the Agents, under this Section 8 shall be in addition to any liability that the Agents may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the 1933 Act.

SECTION 9. Payment of Expenses . The Company covenants and agrees with the Agents that, unless otherwise agreed, the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Notes under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, any Permitted Free Writing Prospectus and the Prospectus and amendments and supplements thereto, the mailing and delivering of copies thereof to you and dealers; (ii) the fees, disbursements and expenses of counsel to the Agents incurred in connection with the establishment of the program relating to the Notes and incurred from time to time in connection with the transactions contemplated hereby; (iii) the cost of typing and reproducing this Agreement, any Terms Agreement, the Indentures, any blue sky memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iv) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(h) hereof, including the reasonable fees and disbursements of counsel for the Agents incurred from time to time in connection with the transactions contemplated hereby; (v) any fees charged by securities rating services for rating the Notes; (vi) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the Registration Statement or the terms of the sale of the Notes; (vii) the cost of preparing the Notes; (viii) the fees and expenses of the Trustees and any agent of the Trustees and the fees and disbursements of counsel for the Trustees in connection with the Indentures and the Notes; (ix) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Notes made by the Agent(s) caused by a breach of the representation contained in the third paragraph of Section 2(a)(iii) hereof; and (x) all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 9 and Section 8 hereof, the Agents will pay all of its own costs and expenses, including transfer taxes on resale of any of the Notes by them, and any advertising expenses connected with any offers they may make.

SECTION 10. Representations, Warranties and Agreements to Survive Delivery . All representations, warranties and agreements contained in this Agreement or any Terms Agreement or in certificates of officers of the Company submitted pursuant hereto or thereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Agents or any controlling person of the Agents, or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Notes.

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SECTION 11. Termination . (a)  Termination of this Agreement . This Agreement (excluding any Terms Agreement) may be terminated for any reason at any time, either by the Company as to any Agent or Agents or by any Agent or Agents as to itself or themselves, upon the giving of 30 days’ written notice of such termination to such Agent or Agents or the Company, as the case may be.

(b) Termination of a Terms Agreement . Each Agent may terminate any Terms Agreement as to itself only (or, in the case of a syndicated issue, as to the entire syndicate if the bookrunning lead managing Agent(s) so terminate), immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto: (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, the effect of which is in the judgment of the applicable Agent after consultation with the Company (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)) so material and adverse as to make it impracticable or inadvisable to proceed with the delivery of the Notes to which such Terms Agreement relates on the terms and in the manner contemplated in the Prospectus or the General Disclosure Package and such Terms Agreement; or (ii) if subsequent to the date of such Terms Agreement there has occurred any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (B) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities or a banking moratorium by the relevant authority in the country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (C) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or other calamity or crisis, or prospective change in financial, political or economic conditions in the United States or elsewhere having an adverse effect on the financial markets of the United States, the effect of which shall be such as to make it, in the judgment of the applicable Agent (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)) after consultation with the Company (or, in the case of a syndicated issue, the judgment of the bookrunning lead managing Agent(s)), impracticable to market the Notes or enforce contracts for the sale of the Notes to which such Terms Agreement relates on the terms and in the manner contemplated in the Prospectus or the General Disclosure Package and such Terms Agreement; or (iii) if subsequent to the date of such Terms Agreement there has occurred any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act Regulations), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating).

(c) General . In the event of any such termination with respect to an Agent, neither the Company nor such Agent will have any liability to the other, except that (i) such Agent shall be entitled to any commission earned in accordance with the third paragraph of Section 3(a) hereof, (ii) if at the time of termination (a) such Agent shall own any Notes purchased pursuant to a Terms Agreement with the intention of reselling them or (b) an offer to purchase any of the

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Notes has been accepted by the Company but the time of delivery to the purchaser or his agent of the Note or Notes relating thereto has not occurred, the covenants set forth in Sections 4 and 7 hereof shall remain in effect until such Notes are so resold or delivered, as the case may be, and (iii) the provisions of Sections 4(g), 8, 9, 10, 13, 14, 16 and 18 hereof shall remain in effect.

SECTION 12. Notices . Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below.

If to the Company:

The Bank of New York Company, Inc.

One Wall Street

New York, New York 10286

Attention: Secretary

Facsimile: 212-635-1798

If to the Agents:

Banc of America Securities LLC

40 West 57 ^th Street NY1-040-27-01

New York, New York 10019

Attention: High Grade Debt Capital Markets

       Transaction Management

Facsimile: 212-901-7881

Barclays Capital Inc.

200 Park Avenue

New York, New York 10166

Attention: Fixed Income Syndicate

Facsimile: 212-412-7305

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179

Attention: Joel Schlesinger

Facsimile: 212-272-6227

BNY Capital Markets, Inc.

103 Eisenhower Parkway

Roseland, New Jersey 07068

Attention: Robert Gorham

Facsimile: 973-226-7618

and

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