20,000,000 Depositary Shares NEW YORK COMMUNITY BANCORP, INC. Each representing a 1/40th Interest in a Share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock UNDERWRITING AGREEMENT (the “Agreement”)Underwriting Agreement • March 16th, 2017 • New York Community Bancorp Inc • Savings institutions, not federally chartered • New York
New York Community Bancorp, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. (“Goldman Sachs”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) are acting as representatives (in such capacity, the “Representatives”), subject to the terms and conditions stated herein, to issue and sell (the “Offering”) to the Underwriters, acting severally and not jointly, an aggregate of 20,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock (the “Preferred Stock”) of the Company. The aggregate of 20,000,000 Depositary Shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to issue and sell to the Underwriters, acting severally and not jointly,
