THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Signature Bank (SBNY)

5/1/2006 Proxy Information

Certain Relationships and Related Transactions

Bank Hapoalim Sale

On March 28. 2005, Hapoalim U.S.A. Holding Company, Inc. (“HUSA”) sold 15,200,000 shares of Signature Bank in an underwritten public offering. On May 2, 2005 HUSA sold an additional 457, 233 shares in connection with the partial exercise by the underwriter of their over-allotment option. As a result of these offerings, HUSA is no longer the parent company of Signature Bank. As of December 31, 2005, Bank Hapoalim owned 1,466,347 shares (5.7%) of our common stock and as of February 15,2006, owned 1,416,347 shares (4.8%) of our common stock.

Outsourcing Agreement

On May 1, 2001, we entered into an outsourcing agreement, which was subsequently amended and restated on January 1, 2004, with Bank Hapoalim under which Bank Hapoalim provides to us various back office support services, such as information technology, accounts payable processing, money transfer services, office services, loan processing services, letter of credit facility services, legal services, corresponding banking services, internal auditing, human resources services and credit review services. We reimburse Bank Hapoalim for the cost of services provided to us on terms negotiated on an arm’s-length basis. The term of the agreement is for one year subject to automatic renewals unless either party gives notice of non-renewal to the other. We incurred expenses of $5.1 million in year ended December 31, 2005 under this agreement.

Loans to Directors and Executive Officers

We have made loans or otherwise extended credit to Messrs. DePaolo, Merlo, Sharkey, Howell and Bagatelle, of which only the loans to Messrs. DePaolo and Howell are outstanding as of December 31, 2005, in aggregate principal amounts of $100,000 and $82,056, respectively. In each case, the loans or other extensions of credit were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the risk of collectibility or present other unfavorable features.

Networking Agreement

On April 18, 2001, we entered into a networking agreement under which Signature Securities provides securities brokerage and investment advisory services to our clients through the operation of offices located on our premises. These services enable our clients to purchase securities and insurance products and obtain personalized investment advice from personnel registered with the NASD. The term of the agreement is for one year subject to automatic renewals for one-year periods unless either party gives notice of non-renewal to the other. Either party may terminate the agreement with or without cause upon 60 days’ prior written notice prior to the expiration of its term, in which event the agreement will terminate 60 days after the date of this notice. Signature Securities reimburses us for the compensation of NASD registered representatives and the costs and expenses generated by the business conducted pursuant to this agreement. Signature Securities agreed to indemnify Signature Bank under certain circumstances. No payments were made or expenses incurred in 2005 under this agreement.

Signature Securities – Bank Hapoalim Brokerage Agreement

Effective May 31, 2003, Signature Securities and Bank Hapoalim New York branch entered into a brokerage agreement under which Signature Securities carries out certain fixed income securities transactions on behalf of clients of Bank Hapoalim. The agreement authorizes Signature Securities to open or close one or more accounts with clearing firms and place or withdraw orders with clearing firms. Bank Hapoalim New York branch pays Signature Securities a fee at the rate of $250,000 per year, payable monthly. This fee may be reduced to $200,000 per year if Signature Securities, with the agreement of Bank Hapoalim, only hires one broker dedicated to the handling of the transactions under this agreement. Signature Securities is responsible for paying clearing firms for services provided and does not share in any commissions that Bank Hapoalim New York branch receives from its clients. Bank Hapoalim New York branch may terminate the agreement in its sole discretion with two weeks’ notice, but no advance notice is required if Signature Securities is in breach of the agreement. Signature Securities may terminate the agreement upon three months’ notice. Bank Hapoalim New York branch notified us of its intent to discontinue these services on February 10, 2006.

Signature Securities – Bank Hapoalim Client Agreement

On April 25, 2003, Signature Securities and Bank Hapoalim entered into a client agreement under which Signature Securities was appointed to act a agent for Bank Hapoalim in connection with the purchase and sale of certain equity securities and to open and close brokerage accounts with National Financial Services and place or withdraw orders and provide information to National Financial Services. Bank Hapoalim pays Signature Securities the fees and charges incurred in the account pursuant to an agreed-upon fee schedule. Signature Securities is responsible for paying National Financial Services for its services. Signature Securities agreed to indemnify Bank Hapoalim under this agreement under certain circumstances. Either party may terminate the agreement in its sole discretion at any time. We received revenues of approximately $1.2 million in the year ended December 31, 2005 under this agreement. Bank Hapoalim notified us of its intent to discontinue these services on February 10, 2006.

Signature Securities – Signature Bank Brokerage and Consulting Agreement

On August 6, 2001, Signature Bank and Signature Securities entered into a Brokerage and Consulting Agreement under which Signature Securities locates SBA loans and US Department of Agriculture loans for purchase by Signature Bank and identifies investors interested in purchasing SBA loans, SBA loans pools, USDA loans or mortgages from Signature Bank. Signature Securities also advises Signature Bank on how to pool SBA loans for itself and for investors interested in purchasing these pools. The term of the agreement is for one year subject to automatic renewals unless either party gives notice of non-renewal to the other at least 60 days prior to the end of any term. Either party may terminate this agreement with or without cause upon 60 days’ written notice, in which event the agreement will terminate 60 days after the date of this notice. Signature Bank pays Signature Securities monthly commissions on the purchase of SBA loans, SBA loan pools, USDA loans and mortgages as well as a fee for consulting services and related expenses. Signature Bank incurred expenses to Signature Securities of $3.1 million in the year ended December 31, 2005 under this agreement.

Lease Transactions

On April 4, 2001, Bank Hapoalim and Signature Bank entered into a sublease under which Bank Hapoalim subleases to Signature Bank a portion of the premises that Bank Hapoalim leases at 1177 Avenue of the Americas in New York City. The initial fixed rent for the sublease is $81,315 per year with increases not to exceed Signature Bank’s proportionate share of the rent payable by Bank Hapoalim to the lessor. The term of the sublease expires on August 30, 2009.

On April 5, 2002, Signature Bank entered into an approximately 15-year lease with Franklin Avenue Plaza LLC for the premises located at 1225 Franklin Avenue, Garden City, NY. Under this lease, Signature Bank pay Franklin Avenue Plaza an annual base rent which increases every year up to a maximum amount of $365,000 for the final year of the lease and also agrees to pay certain taxes and other charges related to the leased property. The payment by Signature Bank of all amounts payable to Franklin Avenue Plaza under this lease is guaranteed by Bank Hapoalim in an amount not to exceed $5 million pursuant to a Limited Guaranty issued on May 29, 2002 by Bank Hapoalim. Signature Bank pays Bank Hapoalim an annual fee under this Limited Guaranty payable at the beginning of each year in an amount equal to 0.25% of the gross remaining amount of all cumulative rent payments for the remainder of the term of the lease. Signature Bank has incurred expenses of approximately $10,300 under this Limited Guaranty for the year ended December 31, 2005.