0000950123-09-000085 Sample Contracts

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.

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FORM OF AMENDMENT TO CHANGE IN CONTROL SEVERANCE AND RETENTION AGREEMENT
Change in Control 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”);

FORM OF AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • January 5th, 2009 • Sterling Bancorp • National commercial banks

WHEREAS, the Company and Executive desires to amend certain provisions of the Agreement in order to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); and

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