Sterling Financial Corp /Pa/ Sample Contracts

EXHIBIT 10.11
Employment Agreement • March 12th, 2004 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania
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WITNESSETH:
Employment Agreement • March 27th, 2002 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania
EXHIBIT 10.10
Change in Control Agreement • March 27th, 2003 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania
AMENDMENT TO
Agreement and Plan • December 20th, 2001 • Sterling Financial Corp /Pa/ • National commercial banks
GUARANTEE AGREEMENT by and between STERLING FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of March 22, 2007 _________________________________________________ GUARANTEE AGREEMENT
Guarantee Agreement • March 28th, 2007 • Sterling Financial Corp /Pa/ • National commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 22, 2007, is executed and delivered by Sterling Financial Corporation, a Pennsylvania corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Sterling Financial Statutory Trust V, a Delaware statutory trust (the “Issuer”).

WITNESSETH:
Employment Agreement • August 14th, 2002 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania
EXHIBIT 10.1
Supplemental Executive Retirement Agreement • May 15th, 2002 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania
EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 6th, 2001 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania
20,000 Capital Securities Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT
Subscription Agreement • March 28th, 2007 • Sterling Financial Corp /Pa/ • National commercial banks • New York

Sterling Financial Corporation, a Pennsylvania corporation (the “Company”), and its financing subsidiary, Sterling Financial Statutory Trust V, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agents (the “Placement Agents”), as follows:

EXHIBIT 99.1
Stock Disposition Agreement • September 26th, 2001 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 19th, 2007 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania

AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2007, (this “Plan”), between The PNC Financial Services Group, Inc. (“Parent”) and Sterling Financial Corporation (“Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 19th, 2005 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS AGREEMENT is made as of the _16th _ day of May , 2005, among STERLING FINANCIAL CORPORATION (“Corporation”), a Pennsylvania business corporation having a place of business at 101 North Pointe Boulevard, Lancaster, Pennsylvania 17601 and TITO L. LIMA (“Executive”), an individual residing at 1123 Wishart Place, Hermitage, Pennsylvania, 16148.

STERLING FINANCIAL CORPORATION DIRECT DEPOSIT AUTHORIZATION AGREEMENT (Please print all information)
Sterling Financial • June 26th, 2003 • Sterling Financial Corp /Pa/ • National commercial banks

Please deposit my Sterling Financial Corporation dividends into the deposit account as indicated below. In addition, in the unlikely event that an erroneous deposit should transpire, I authorize American Stock Transfer and Trust Co. and the financial institution indicated below to correct such inaccuracy with a credit or debit to the same account.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 31st, 2006 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 30 2006, by and among Sterling Financial Corporation, a Pennsylvania corporation (“Sterling”), Bay Net Financial Inc., a Maryland corporation (“Bay Net Financial”) and Bay Net, A Community Bank, a stock federal savings bank (“Bank”).

EXHIBIT 10.2
Consulting Agreement and General Release • May 15th, 2002 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania
CREDIT AGREEMENT Pennsylvania
Credit Agreement • June 26th, 2007 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania

June 26, 2007 Borrower: STERLING FINANCIAL CORPORATION, a corporation organized under the laws of the Commonwealth of Pennsylvania having its chief executive office at 101 North Pointe Boulevard, Lancaster, Pennsylvania 17601.

WAIVER OF RIGHTS UNDER and AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2005 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS WAIVER OF RIGHTS UNDER and AMENDMENT TO EMPLOYMENT AGREEMENT (“Waiver and Amendment”), is made this 25th day of April, 2005, between STERLING FINANCIAL CORPORATION (“Corporation”), BANK OF LANCASTER COUNTY, N.A. (“Bank”) and J. Bradley Scovill (“Executive”).

AMENDMENT TO AGREEMENT AND PLAN OF MERGER BETWEEN STERLING FINANCIAL CORPORATION AND THE PENNSYLVANIA STATE BANKING COMPANY
Agreement and Plan of Merger • December 3rd, 2004 • Sterling Financial Corp /Pa/ • National commercial banks

WHEREAS, Sterling Financial Corporation (“Sterling”) and The Pennsylvania State Banking Company (“Pennsylvania”) have entered into an Agreement and Plan of Merger dated June 14, 2004 (the “Agreement”);

STERLING FINANCIAL TRUST TRUST AGREEMENT MASTER INSURANCE
Trust Agreement • March 28th, 2007 • Sterling Financial Corp /Pa/ • National commercial banks
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 5th, 2006 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS WAIVER OF RIGHTS UNDER and AMENDMENT TO EMPLOYMENT AGREEMENT (“Waiver and Amendment”) is effective this 1st day of December 2006, between STERLING FINANCIAL CORPORATION (“Corporation”), and Thomas J. Sposito, II (“Executive”).

EXHIBIT 99.2 INVESTMENT AGREEMENT
Investment Agreement • February 8th, 2000 • Sterling Financial Corp /Pa/ • National commercial banks
AGREEMENT AND PLAN OF MERGER
Agreement • June 22nd, 2004 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS AGREEMENT, dated as of June 14, 2004 (“Agreement”), is made by and between Sterling Financial Corporation, a Pennsylvania corporation (“Sterling”), and The Pennsylvania State Banking Company, a Pennsylvania corporation (“Pennsylvania”).

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 21st, 2005 • Sterling Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS AGREEMENT (“Agreement”) made as of the 19TH day of December 2005, between Sterling Financial Corporation, a Pennsylvania business corporation (the “Corporation”), Bank of Lancaster County N.A., a national banking association (the “Bank” and, with the Corporation, the “Employers”) and MaryAnn Detwiler, an individual (the “Executive”).

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