ARTICLE I. DEFINITIONSStock Purchase Agreement • October 15th, 2003 • Sterling Bancshares Inc • State commercial banks • New York
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2003 • Sterling Bancshares Inc • State commercial banks • New York
EXHIBIT 2.7 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 15th, 2002 • Sterling Bancshares Inc • State commercial banks
AMONGAgreement and Plan of Merger • March 17th, 1999 • Sterling Bancshares Inc • State commercial banks • Texas
BETWEENSterling Bancshares Inc • March 21st, 2001 • State commercial banks • New York
Exhibit 2.1 STOCK PURCHASE AGREEMENT dated as of July 16, 2003Stock Purchase Agreement • July 18th, 2003 • Sterling Bancshares Inc • State commercial banks • New York
BETWEEN STERLING BANK ANDPurchase and Sale Agreement • July 18th, 2003 • Sterling Bancshares Inc • State commercial banks • Texas
EXHIBIT 1.1 STERLING BANCSHARES, INC. (a Texas Corporation) and Sterling Bancshares Capital Trust III (a Delaware statutory business trust) 8.30% Cumulative Trust Preferred Securities UNDERWRITING AGREEMENTSterling Bancshares Inc • September 27th, 2002 • State commercial banks • Texas
2 3 undivided beneficial interests in the assets of the Trust. The Subordinated Debentures will be issued pursuant to an indenture, to be dated as of Closing Time (the "Indenture"), between the Company and Bankers Trust Company, as debenture trustee...Underwriting Agreement • May 15th, 1997 • Sterling Bancshares Inc • State commercial banks • New York
EXHIBIT 10.6 FIRST AMENDMENT TO LETTER AGREEMENT THIS FIRST AMENDMENT TO LETTER AGREEMENT (the "First Amendment") is made to be effective as of February 2, 2001, and is by and between STERLING BANCSHARES, INC., a Texas corporation (the "Borrower") and...Letter Agreement • March 23rd, 2001 • Sterling Bancshares Inc • State commercial banks
EXHIBIT 1.1 STERLING BANCSHARES, INC. (a Texas Corporation) and Sterling Bancshares Capital Trust II (a Delaware statutory business trust) 9.20% Cumulative Trust Preferred Securities UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 21st, 2001 • Sterling Bancshares Inc • State commercial banks • Texas
EXHIBIT 4.6 SECOND SUPPLEMENTAL INDENTURESterling Bancshares Inc • September 27th, 2002 • State commercial banks • New York
BY AND AMONGAgreement and Plan of Merger • November 14th, 2003 • Sterling Bancshares Inc • State commercial banks
ARTICLE II ---------- REPRESENTATIONS AND WARRANTIES ------------------------------Credit Agreement • March 15th, 2002 • Sterling Bancshares Inc • State commercial banks • Minnesota
STERLING BANCSHARES, INC. COMMON STOCK (PAR VALUE $1.00 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2010 • Sterling Bancshares Inc • State commercial banks • New York
EXHIBIT 4.2 PREFERRED SECURITIES GUARANTEE AGREEMENT Sterling Bancshares, Inc. Dated as of September 26, 2002Preferred Securities Guarantee Agreement • September 27th, 2002 • Sterling Bancshares Inc • State commercial banks • New York
STERLING BANK (a Texas state chartered banking association)Purchase Agreement • April 15th, 2003 • Sterling Bancshares Inc • State commercial banks • New York
GUARANTEE AGREEMENT by and between Sterling Bancshares, Inc. and WILMINGTON TRUST COMPANY Dated as of March 26, 2007 GUARANTEE AGREEMENTGuarantee Agreement • March 30th, 2007 • Sterling Bancshares Inc • State commercial banks • New York
This GUARANTEE AGREEMENT (this "Guarantee"), dated as of March 26, 2007, is executed and delivered by Sterling Bancshares, Inc., a Texas 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 Bancshares Capital Trust IV, a Delaware statutory trust (the "Issuer").
EXHIBIT 2.9 PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • March 14th, 2003 • Sterling Bancshares Inc • State commercial banks • Texas
RECITALSCredit Agreement • March 14th, 2003 • Sterling Bancshares Inc • State commercial banks
WITNESSETH:Employment Agreement • October 31st, 2001 • Sterling Bancshares Inc • State commercial banks • Texas
WARRANT AGREEMENT Dated as of June 9, 2010 between STERLING BANCSHARES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrants for Common StockWarrant Agreement • June 10th, 2010 • Sterling Bancshares Inc • State commercial banks • New York
WARRANT AGREEMENT dated as of June 9, 2010 (this “Agreement”), between Sterling Bancshares, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC as Warrant Agent (the “Warrant Agent”).
2,615,557 Warrants STERLINGS BANCSHARES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2010 • Sterling Bancshares Inc • State commercial banks • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 2,615,557 warrants (the “Warrants”) of Sterling Bancshares, Inc., a Texas corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $1.00 par value (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
EXHIBIT 10.2 SEVERANCE AND NON-COMPETITION AGREEMENT THIS SEVERANCE AND NON- COMPETITION AGREEMENT (the "Agreement") is entered into effective as of this 2nd day of May, 2005 by and among Sterling Bancshares, Inc., a Texas corporation ("Bancshares"),...Severance and Non-Competition Agreement • May 5th, 2005 • Sterling Bancshares Inc • State commercial banks • Texas
Sterling Bancshares, Inc. 25,000 Capital Securities Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTSubscription Agreement • March 30th, 2007 • Sterling Bancshares Inc • State commercial banks • New York
Sterling Bancshares, Inc., a Texas corporation (the "Company"), and its financing subsidiary, Sterling Bancshares Capital Trust IV, 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:
SEVERANCE AND NON-COMPETITION AGREEMENTSeverance and Non-Competition Agreement • March 25th, 2011 • Sterling Bancshares Inc • State commercial banks • Texas
THIS SEVERANCE and NON-COMPETITION AGREEMENT (the “Agreement”) is entered into effective as of this 4th day of May, 2009 by and among Sterling Bancshares, Inc., a Texas corporation (“Bancshares”), Sterling Bank, a banking association chartered by the State of Texas and an indirect subsidiary of Bancshares (“Bank”) and Michelle L. Mahfouz (the “Executive Officer”).
WITNESSETH:Agreement and Plan of Merger • April 3rd, 1997 • Sterling Bancshares Inc • State commercial banks
STERLING BANCSHARES, INC. PHANTOM SHARE AGREEMENTPhantom Share Agreement • August 15th, 2006 • Sterling Bancshares Inc • State commercial banks • Texas
THIS PHANTOM SHARE AGREEMENT (this “Agreement”) is made as of August 9, 2006 (the “Grant Date”), between Sterling Bancshares, Inc., a Texas corporation (the “Company”), and STEPHEN C RAFFAELE (the “Employee”) and is made pursuant to and subject to the provisions of the Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan, and any amendments thereto (the “Plan”). Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning given to them in the Plan.
CREDIT AGREEMENTCredit Agreement • March 14th, 2005 • Sterling Bancshares Inc • State commercial banks • Texas
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of October 1, 2004, by and between STERLING BANCSHARES, INC., a Texas corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
Exhibit 4.6 GUARANTEE AGREEMENT by and between STERLING BANCSHARES, INC.Guarantee Agreement • September 12th, 2002 • Sterling Bancshares Inc • State commercial banks • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2008 • Sterling Bancshares Inc • State commercial banks • Texas
AGREEMENT AND PLAN OF MERGER BY AND AMONG COMERICA INCORPORATED, STERLING BANCSHARES, INC. AND SUB (as defined herein) Dated as of January 16, 2011Agreement and Plan of Merger • January 21st, 2011 • Sterling Bancshares Inc • State commercial banks • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 16, 2011, by and among Comerica Incorporated, a Delaware corporation (“Buyer”), Sterling Bancshares, Inc. (“Target”), a Texas corporation, and, from and after its accession to this Agreement in accordance with Section 7.11, Sub (as defined herein).
Via Certified Mail, Return Receipt Requested Dear Mr. [ ],Securities Purchase Agreement • December 15th, 2008 • Sterling Bancshares Inc • State commercial banks
Sterling Bancshares, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.
ARTICLE II THE SUBORDINATED NOTESFiscal and Paying Agency Agreement • April 15th, 2003 • Sterling Bancshares Inc • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN STERLING BANCSHARES, INC., AND BOTH, INC. DATED AS OF JULY 25, 2006Agreement and Plan of Merger • July 26th, 2006 • Sterling Bancshares Inc • State commercial banks
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 25, 2006, is by and between STERLING BANCSHARES, INC. (“Sterling”), a Texas corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and BOTH, INC., a Texas corporation and a registered bank holding company under the BHCA (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Article I.
