Sterling Bancorp Sample Contracts

R E C I T A L S
Employment Agreement • May 15th, 2002 • Sterling Bancorp • National commercial banks • New York
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February 26, 2003 Mr. Louis J. Cappelli, Chairman Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Cappelli: This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002,...
Sterling Bancorp • March 28th, 2003 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company:

PRIVILEGED & CONFIDENTIAL SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Shareholder Protection Rights Agreement • June 15th, 1998 • Sterling Bancorp • National commercial banks • New York
AMENDMENT
Agreement • May 15th, 2002 • Sterling Bancorp • National commercial banks
WITNESSETH:
Change in Control Severance Agreement • August 9th, 2004 • Sterling Bancorp • National commercial banks • New York
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2009 • Sterling Bancorp • National commercial banks

THIS AMENDMENT (the “Amendment”) is made by Sterling Bancorp (the “Company”) and John C. Millman (“Executive”) to be effective as of December 29, 2008.

AMENDMENT TO EMPLOYMENT AGREEMENT WITH JOHN C. MILLMAN
Sterling Bancorp • March 24th, 2005 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company which was last amended by letter agreement dated February 24, 2004:

February 24, 2004 Sterling Bancorp Letterhead Mr. Louis J. Cappelli, Chairman Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Cappelli: This will confirm the following amendment to your Amended and Restated Employment Agreement,...
Sterling Bancorp • March 12th, 2004 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company which was last amended by letter agreement dated February 26, 2003:

CHANGE IN CONTROL SEVERANCE AND RETENTION AGREEMENT
Control Severance and Retention Agreement • March 16th, 2007 • Sterling Bancorp • National commercial banks • New York

This CHANGE IN CONTROL SEVERANCE AND RETENTION AGREEMENT (as modified, extended or supplemented from time to time, this “Agreement”) is entered into as of September 7, 2006 by and between Sterling Bancorp, a New York corporation (the “Company”), and ______________, _______________(“Executive”).

February 24, 2004 Sterling Bancorp Letterhead Mr. John C. Millman, President Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Millman: This will confirm the following amendment to your Amended and Restated Employment Agreement,...
Sterling Bancorp • March 12th, 2004 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company which was last amended by letter agreement dated February 26, 2003:

FORM OF LETTER AGREEMENT
Letter Agreement • December 30th, 2008 • Sterling Bancorp • National commercial banks

Sterling Bancorp (the “Company”) has entered into a Securities Purchase Agreement, dated December 23, 2008 (the “Securities Purchase Agreement”), with the United States Department of Treasury (“Treasury”) as part of the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”).

7,500,000 Shares STERLING BANCORP Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • March 19th, 2010 • Sterling Bancorp • National commercial banks • New York

Sterling Bancorp, a New York corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 7,500,000 shares (the “Firm Shares”) of the Common Shares, par value $1.00 per share, of the Company (“Common Shares”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,125,000 Common Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.

S T E R L I N G B A N C O R P
Sterling Bancorp • March 9th, 2012 • National commercial banks
STERLING BANCORP
Sterling Bancorp • February 25th, 2011 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 25, 2002, with our Company, which was last amended by letter agreement dated March 13, 2009:

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February 26, 2003 Mr. John C. Millman, President Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Millman: This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with...
Sterling Bancorp • March 28th, 2003 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company:

AMENDMENT TO EMPLOYMENT AGREEMENT WITH LOUIS J. CAPPELLI
Employment Agreement • March 24th, 2005 • Sterling Bancorp • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company which was last amended by letter agreement dated February 24, 2004:

STERLING BANCORP LETTERHEAD
Sterling Bancorp • March 16th, 2009 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company, which was last amended by letter agreement dated March 13, 2009:

STERLING BANCORP LETTERHEAD
Sterling Bancorp • March 14th, 2008 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company, which was last amended by letter agreement dated March 15, 2007:

March 15, 2007
Sterling Bancorp • March 16th, 2007 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company, which was last amended by letter agreement dated March 15, 2006:

Mr. John C. Millman, President Sterling Bancorp
Sterling Bancorp • May 3rd, 2013 • National commercial banks
FORM OF AMENDMENT TO CHANGE IN CONTROL SEVERANCE AND RETENTION AGREEMENT
Severance and Retention Agreement • January 5th, 2009 • Sterling Bancorp • National commercial banks

WHEREAS, the Company and Executive are parties to a Change in Control Severance and Retention Agreement dated (the “Agreement”);

March 15, 2007
Sterling Bancorp • March 16th, 2007 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company, which was last amended by letter agreement dated March 15, 2006:

STERLING BANCORP LETTERHEAD
Sterling Bancorp • March 14th, 2008 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company, which was last amended by letter agreement dated March 15, 2007:

MARCH 15, 2006 Mr. John C. Millman, President Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Millman: This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with...
Sterling Bancorp • March 16th, 2006 • National commercial banks

This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company, which was last amended by letter agreement dated March 18, 2005:

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