ContractChange in Control Severance and Retention Agreement • November 9th, 2006 • Sterling Bancorp • National commercial banks • New York
CHANGE IN CONTROL SEVERANCE AND RETENTION AGREEMENT This CHANGE IN CONTROL SEVERANCE AND RETENTION AGREEMENT (as modified, extended or supplemented from time to time, this “Agreement”) is entered into as of November 7, 2006 by and between Sterling Bancorp, a New York corporation (the “Company”), and Dale C. Fredston, First Vice President and Corporate Secretary (“Executive”). W I T N E S S E T H: WHEREAS, the Company considers the establishment and maintenance of a sound and vital management of the Company and each Subsidiary (as defined in Section 11) to be essential to protecting and enhancing the best interests of the Company and its shareholders; WHEREAS, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may arise and that such possibility may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders; WHEREAS, the Board (as defined in Section 1 of Appendi
