STERLING BANCORP Clause Samples

STERLING BANCORP. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ----------------------------------- Address: ----------------------------------- ----------------------------------- Social Security or Other Taxpayer Identification Number: ----------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ----------------------------------- Address: ----------------------------------- ----------------------------------- Social Security or Other Taxpayer Identification Number: ----------------------------------- Dated: ------------------------ Signature Guaranteed: ------------------------------------------------ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed, if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------------- Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercis- able. EXHI...

STERLING BANCORP. November 1, 2013 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer November 1, 2013 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer THIS RELEASE AGREEMENT (hereinafter “Agreement”) is made and entered into on the [ ] day of [ ], 20[ ] by and between Sterling Bancorp (the “Company”) and ▇▇▇▇▇ ▇. Bagatelle (“Executive”).

STERLING BANCORP. By /s/ ---------------------------- Executive Vice President Agreed: /s/ Loui▇ ▇. ▇▇▇▇▇▇▇▇ --------------------------- Loui▇ ▇. ▇▇▇▇▇▇▇▇ [LETTERHEAD OF STERLING BANCORP] February 28, 1997 John ▇. ▇▇▇▇▇▇▇ ▇▇▇sident Ster▇▇▇▇ ▇▇▇corp 540 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ar Mr. ▇▇▇▇▇▇▇: ▇his will confirm the following amendment to your employment agreement, dated February 19, 1993 (as amended, February 14, 1995 and February 8, 1996), with our Company; The date in the third line of Paragraph 1 (captioned "Term") is amended to December 31, 1999. The foregoing amendment was recommended by the Compensation Committee and was approved by the Board of Directors at its February 20, 1997 meeting. Kindly sign and return the enclosed copy to the Company in order to confirm your understanding and acceptance of the foregoing amendment. Sincerely,

STERLING BANCORP. By /s/ Jerr▇▇▇ ▇▇▇▇▇▇▇ -------------------------------- Executive Vice President Agre▇▇: /s/ Loui▇ ▇. ▇▇▇▇▇▇▇▇ -------------------------------- Loui▇ ▇. ▇▇▇▇▇▇▇▇ 3 Exhibit 10(viii)(b) [STERLING BANCORP LETTERHEAD] March 9, 1999 Mr. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President Sterling Bancorp 430 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ar Mr. ▇▇▇▇▇▇▇: ▇his will confirm the following amendments to your employment agreement, dated February 19, 1993 (as amended, February 14, 1995 and February 8, 1996, February 28, 1997, February 19, 1998 and May 22, 1998), with our Company:

STERLING BANCORP. By /s/ Jerr▇▇▇ ▇▇▇▇▇▇▇ -------------------------------------- Executive Vice President Agreed: