Common use of Amendments; Interpretation Clause in Contracts

Amendments; Interpretation. Effective as of the Effective Time until the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”), the provisions of this Article XI may be modified, amended or repealed, and any bylaw provision or other resolution (including any proposed corresponding modification, amendment or repeal of any provision of the Corporation’s other constituent documents) inconsistent with this Article XI may be adopted, only by (and any such modification, amendment, repeal or inconsistent bylaw provision or other resolution may be proposed or recommended by the Board for adoption by the shareholders of the Corporation only by) the affirmative vote of at least 75% of the full Board. In the event of any inconsistency between any provision of this Article XI and any other provision of these bylaws or the Corporation’s other constituent documents, the provisions of this Article XI shall control to the fullest extent permitted by law. Exhibit C [Form of Bank Merger Agreement] FORM OF AGREEMENT AND PLAN OF MERGER OF STERLING NATIONAL BANK WITH AND INTO WXXXXXX BANK, NATIONAL ASSOCIATION This Agreement and Plan of Merger (this “Agreement”), dated as of [•], 2021, is made by and between Wxxxxxx Bank, National Association, a national bank (“Wxxxxxx Bank”), and Sterling National Bank, a national bank (“Sterling Bank”).

Amendments; Interpretation. Effective as of the Effective Time until the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”), the provisions of this Article XI may be modified, amended or repealed, and any bylaw provision or other resolution (including any proposed corresponding modification, amendment or repeal of any provision of the Corporation’s other constituent documents) inconsistent with this Article XI may be adopted, only by (and any such modification, amendment, repeal or inconsistent bylaw provision or other resolution may be proposed or recommended by the Board for adoption by the shareholders of the Corporation only by) the affirmative vote of at least 75% of the full Board. In the event of any inconsistency between any provision of this Article XI and any other provision of these bylaws or the Corporation’s other constituent documents, the provisions of this Article XI shall control to the fullest extent permitted by law. Exhibit C [Form of Bank Merger Agreement] FORM OF AGREEMENT AND PLAN OF MERGER OF STERLING NATIONAL BANK WITH AND INTO WXXXXXX XXXXXXX BANK, NATIONAL ASSOCIATION This Agreement and Plan of Merger (this “Agreement”), dated as of [•●], 2021, is made by and between Wxxxxxx Xxxxxxx Bank, National Association, a national bank (“Wxxxxxx Xxxxxxx Bank”), and Sterling National Bank, a national bank (“Sterling Bank”).