EXHIBIT 10 (iv) (F)


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
September 7, 2006 by and between Sterling Bancorp, a New York corporation (the
“Company”), and ______________, _______________(“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 Appendix A) has determined that it
is in the best interests of the Company and its shareholders to secure
Executive’s continued services and to ensure Executive’s continued dedication
to his duties in the event of any threat or occurrence of a Change in Control
(as defined in Section 3 of Appendix A) of the Company; 


          WHEREAS,
in consideration of the protections afforded Executive by this Agreement, the
Board has further determined to require Executive to agree to certain
restrictive covenants, which shall apply irrespective of whether a Change in
Control occurs; and


          WHEREAS,
the Board has authorized the Company to enter into this Agreement.


          NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
and agreements herein contained, the Company and Executive hereby agree as
follows:


          1.
Definitions. As used in this Agreement and unless otherwise defined
herein, capitalized terms will have the respective meanings set forth in
Appendix A.


          2.
Obligation of Executive. In the event of a tender or exchange offer,
proxy contest or the execution of any agreement which, if consummated, would
constitute a Change in Control, Executive agrees not to voluntarily leave the
employ of the Company, other than as a result of Disability, Retirement or an
event which would constitute Good Reason if a Change in Control had occurred,
until the Change in Control occurs or, if earlier, such tender or exchange
offer, proxy contest or agreement is terminated or abandoned.


PAGE 92







EXHIBIT 10 (iv) (F)


          3.
Term of Agreement. 


                    (a)
This Agreement shall be effective on the date hereof and shall continue in
effect until the Company shall have given one (1) year written notice of
cancellation; provided, that, notwithstanding the delivery of any such
notice, this Agreement shall continue in effect for a period of one (1) year
after a Change in Control, if such Change in Control shall have occurred during
the term of this Agreement.


                    (b)
If, prior to a Change in Control; (1) Executive’s employment is terminated
for reasons that would have constituted a Qualifying Termination if they had
occurred following a Change in Control; (2) Executive reasonably
demonstrates (or the Company agrees) that such termination (or Good Reason
event) was at the request of a third party who had indicated an intention or
taken steps reasonably calculated to effect a Change in Control; and (3) a
Change in Control involving such third party (or a party competing with such
third party to effectuate a Change in Control) does occur, then
(A) for purposes of this Agreement, the date immediately prior to the date
of such termination of employment or event constituting Good Reason shall be
treated as a Change in Control and (B) for purposes of determining the
timing of payments and benefits to Executive under Section 4, the date of the
actual Change in Control shall be treated as Executive’s Date of Termination.


          4. Payments
Upon Termination of Employment. (a) If during the Termination Period the
employment of Executive shall terminate pursuant to a Qualifying Termination,
then the Company shall provide to Executive:


	
 

	
 


	
 

	
                    (1)
  Within ten (10) days following the Date of Termination a lump-sum cash amount
  equal to the sum of (A) Executive’s base salary through the Date of
  Termination and any bonus amounts which have become payable, to the extent
  not previously paid or deferred, plus (B) any accrued vacation pay, to the
  extent not previously paid; plus


	
 

	
 


	
 

	
                    (2)
  Subject to Section 4(c) below, a cash severance amount equal to one (1) times
  Executive’s highest annual rate of base salary during the 12-month period
  immediately prior to Executive’s Date of Termination, paid in equal
  installments over the one-year period commencing with the first regular
  payroll date following the Date of Termination in accordance with the
  Company’s normal payroll practices; provided that, if necessary to avoid tax
  penalties under Section 409A of the Internal Revenue Code of 1986, as
  amended, the commencement of such payments shall be delayed until the first
  regular payroll date which occurs more than six months following the Date of
  Termination, with the first of such payments including all payments which
  would have been made during the period of such delay without regard thereto,
  without interest.





                    (b)
If during the Termination Period the employment of Executive shall terminate
other than by reason of a Qualifying Termination, then the Company shall pay to
Executive within thirty (30) days following the Date of Termination, a lump-sum
cash amount equal to the sum of (1) Executive’s base salary through the Date of
Termination and any bonus amounts which have become payable, to the extent not
previously paid or deferred, and (2) any accrued vacation pay, to the extent
not previously paid. 


PAGE 93







EXHIBIT 10 (iv) (F)


                    (c)
Executive acknowledges and agrees that any and all payments to which Executive
may become entitled under Section 4(a)(2) above are conditioned upon and
subject to Executive’s execution of, and not having revoked within any
applicable revocation period, a general release and waiver, in such reasonable
and customary form as shall be prepared by the Company, of all claims Executive
may have against the Company, any Subsidiary and their respective directors,
officers and affiliates, except as to (i) matters covered by provisions of this
Agreement that expressly survive the termination of this Agreement, (ii) rights
to indemnification and insurance under the Charter, By-Laws and directors and
officers insurance policies maintained by the Company or any Subsidiary and
(iii) rights to which Executive is entitled by virtue of his participation in
the employee benefit plans, policies and arrangements of the Company or any
Subsidiary.


          5.
Retention Bonus. If Executive remains employed through the Termination
Period, he shall receive a lump sum payment of the Retention Bonus within ten
(10) days following the end of the Termination Period. For the avoidance of
doubt, the Retention Bonus and the severance described in Section 4(a)(2) of
this Agreement shall be mutually exclusive, i.e., Executive may become entitled
to one or the other of those payments, but not both.


          6.
Withholding Taxes. The Company may withhold from all payments due to
Executive (or his beneficiary or estate) hereunder all taxes which, by
applicable federal, state, local or other law, the Company is required to
withhold therefrom.


          7.
Scope of Agreement. Nothing in this Agreement shall be deemed to entitle
Executive to continued employment with the Company or any Subsidiary, and if
Executive’s employment with the Company shall terminate prior to a Change in
Control, Executive shall have no further rights under this Agreement; provided,
however, that any termination of Executive’s employment during the
Termination Period shall be subject to all of the provisions of this Agreement.


          8.
Successors; Binding Agreement. (a) This Agreement shall not be
terminated by any reorganization, merger or consolidation involving the Company
(each, a “Business Combination”). In the event of any Business Combination, the
provisions of this Agreement shall be binding upon the Person resulting from
such Business Combination (the “Surviving Person”), and the Surviving Person
shall be treated as the Company hereunder.


                    (b)
This Agreement shall inure to the benefit of and be enforceable by Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If Executive shall die while any
amounts would be payable to Executive hereunder had Executive continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to such person or persons appointed
in writing by Executive to receive such amounts or, if no person is so
appointed, to Executive’s estate.


PAGE 94







EXHIBIT 10 (iv) (F)


          9.
Notice.
For purposes of this Agreement all notices and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given (1) on the date of delivery if delivered personally or by telefacsimile
upon confirmation of receipt, (2) on the first business day following the date
of dispatch if delivered by a recognized next-day courier service or (3) five
days after deposit in the United States mail, certified and return receipt
requested, postage prepaid. All such notices and communications shall be
delivered as set forth below.


	
 

	
 


	
 

	
If to Executive, to the home address of Executive

  last appearing in the Company’s records.


	
 

	
 


	
 

	
If to the Company:


	
 

	
 


	
 

	
Sterling National Bank

  650 Fifth Avenue, Fourth Floor

  New York, N.Y. 10019

  Attn: President


	
 

	
 


	
 

	
with a copy addressed to the attention of the
  General Counsel/Chief Legal Officer of the Company at the above address.





or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.


          10.
Full Settlement. In the event of a Qualifying Termination, the Company’s
obligation to make any payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall be in lieu and in full settlement of
all other severance payments to Executive under any other severance or
employment agreement between Executive and the Company or any Subsidiary. The
Company’s obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment defense or other claim, right or action which the
Company or any Subsidiary may have against Executive or others. In no event
shall Executive be obligated to seek other employment or take other action by
way of mitigation of the amounts payable to Executive under any of the
provisions of this Agreement and such amounts shall not be reduced whether or
not Executive obtains other employment.


          11.
Employment with Subsidiaries. Employment with and services for the
Company for purposes of this Agreement shall include employment with and
services for any Subsidiary.


          12.
Restrictive Covenants.


                    (a)
Non-Solicitation. Executive further agrees that for one (1) year
following the Date of Termination (whether prior to or following a Change in
Control) or the date of the last payment under Section 4 (a) (2), whichever is
later, Executive will not directly or indirectly (i) solicit or hire or
encourage the solicitation or hiring of any person who was an employee of the
Company or any Subsidiary at any time on or after the Date of Termination
(unless more than six (6) months shall have elapsed between the last day of
such person’s employment by the Company and any Subsidiary and the
first date of such solicitation or hiring), (ii) induce or attempt to induce
any employee of the Company or any Subsidiary to leave the employ thereof or in
any way interfere with the relationship between the Company or any Subsidiary
and any employee thereof, or (iii) solicit or encourage the solicitation of any
entity or person who was a customer or prospective customer of the Company or
any Subsidiary for the benefit of Executive or any other entity that engages in
any business in which at the Date of Termination the Company or any Subsidiary
was engaged, or in which any of them had taken demonstrable steps to become
engaged, or in any way interfere with any relationship between the Company or
any Subsidiary and any customer or prospective customer of the Company or any
Subsidiary.



PAGE 95







EXHIBIT 10 (iv) (F)



                    (b)
Non-Disclosure of Confidential Information. Executive recognizes that
the services Executive performs for the Company and its affiliates are special,
unique and extraordinary in that Executive may acquire confidential
information, trade secrets or other competitive information concerning the
operations of the Company and its affiliates, the use or disclosure of which
could cause the Company and its affiliates substantial loss and damages which
could not be readily calculated, and for which no remedy at law would be adequate.
Accordingly, Executive agrees that Executive will not at any time during
Executive’s employment with the Company or any Subsidiary or thereafter, except
in performance of Executive’s obligations thereto, disclose, either directly or
indirectly, any Confidential Information (as hereinafter defined) that
Executive may learn by reason of his association with the Company and its
affiliates. The term “Confidential Information” shall mean any past, present or
future confidential or secret plans, programs, documents, agreements, internal
management reports, financial information or other material relating to the
business, strategies, services or activities of the Company and its affiliates,
including, without limitation, information with respect to the Company’s and
its affiliates’ operations, processes, products, inventions, business
practices, finances, principals, vendors, suppliers, customers, potential
customers, marketing methods, costs, prices, contractual relationships
(including leases), regulatory status, compensation paid to employees or other
terms of employment, and trade secrets, market reports, customer
investigations, customer lists and other similar information that is
proprietary information of the Company or any of its affiliates. Notwithstanding
the foregoing, Executive may disclose such Confidential Information when
required to do so by a court of competent jurisdiction, by any governmental
agency having supervisory authority over the business of the Company and/or its
affiliates, as the case may be, or by any administrative body or legislative
body (including a committee thereof) with jurisdiction to order Executive to
divulge, disclose or make accessible such information; provided, further, that
in the event that Executive is ordered by any such court or other government
agency, administrative body or legislative body to disclose any Confidential
Information, Executive shall (i) promptly notify the Company of such order,
(ii) at the written request of the Company, diligently contest such order at
the sole expense of the Company as expenses occur and (iii) at the written
request of the Company, seek to obtain, at the sole expense of the Company,
such confidential treatment as may be available under applicable laws for any
information disclosed under such order.


                    (c)
Enforcement. If Executive breaches the provisions of Section 12(a) or
(b), the Company shall have the right to have such restrictive covenants
specifically enforced by any court of competent jurisdiction, it being agreed
that any breach of such restrictive covenants would cause irreparable injury to
the Company and that money damages would not provide an adequate remedy for such
injury. Accordingly, the Company shall be entitled to injunctive relief to
enforce the terms of such restrictive covenants and to restrain Executive from
any violation thereof. The rights and remedies set forth in this Section 12(c)
shall be independent of all other rights and remedies available to the Company
for a breach of such restrictive covenants, and shall be severally enforceable
from, in addition to, and not in lieu of, any rights and remedies available at
law or in equity. Without limiting the above, if Executive breaches any of such
restrictive covenants, then any severance payments then being made by the
Company pursuant to Section 4(a)(2) shall cease and no Retention Bonus, if not
previously paid, shall be paid.



PAGE 96







EXHIBIT 10 (iv) (F)



          13.
Survival. The respective obligations and benefits afforded to the
Company and Executive as provided in Sections 4 (to the extent that payments or
benefits are owed as a result of a termination of employment that occurs during
the term of this Agreement), 6, 8(b) and 10 shall survive the termination of
this Agreement.


          14.
Dispute Resolution. The Company and Executive agree that any controversy
or claim arising out of or relating to this Agreement (other than a controversy
under Section 12 of this Agreement), or the breach thereof, shall be settled by
arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules then in effect. Venue for any arbitration
pursuant to this Agreement will lie in New York, New York. One of the
arbitrators shall be appointed by the Company, one shall be appointed by Executive
and the third shall be appointed by the first two arbitrators. If the first two
arbitrators cannot agree on the third arbitrator within 30 days following the
appointment of the second arbitrator, then the third arbitrator shall be
appointed by the Association. All three arbitrators shall be experienced in the
resolution of disputes under employment agreements for senior executives of
major corporations. Any award entered by the arbitrators shall be final,
binding and nonappealable and judgment may be entered thereon by either party
in accordance with applicable law in any court of competent jurisdiction. This
arbitration provision shall be specifically enforceable. The arbitrators shall
have no authority to modify any provision of this Agreement or to award a
remedy for a dispute involving this Agreement other than a benefit specifically
provided under or by virtue of the Agreement. Each party shall be responsible
for its own expenses relating to the conduct of the arbitration (including
reasonable attorneys’ fees and expenses) and shall share the fees of the
American Arbitration Association and the arbitrators, if applicable, equally.


          15.
GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE GOVERNED
BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE,
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY JURISDICTION WHICH
WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW
YORK. ANY ACTION TO ENFORCE THIS AGREEMENT (OTHER THAN AN ACTION WHICH MUST BE
BROUGHT BY ARBITRATION PURSUANT TO SECTION 14) MUST BE BROUGHT IN, AND THE
PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN NEW YORK,
NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS
AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.


PAGE 97







EXHIBIT 10 (iv) (F)


          16.
JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT
TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH
THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.


          17.
Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one, and the same instrument.


          18.
Miscellaneous. No provision of this Agreement may be modified or waived
unless such modification or waiver is agreed to in writing and signed by
Executive and by a duly authorized officer of the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
Failure by Executive or the Company to insist upon strict compliance with any
provision of this Agreement or to assert any right Executive or the Company may
have hereunder shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement. Except as otherwise
specifically provided herein, the rights of, and benefits payable to,
Executive, his estate or his beneficiaries pursuant to this Agreement are in
addition to any rights of, or benefits payable to, Executive, his estate or his
beneficiaries under any other employee benefit plan or compensation program of
the Company.


          IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized officer of the Company and Executive has executed this Agreement as
of the day and year first above written.


STERLING BANCORP


	
 

	
 


	
By: 

	
 


	
 

	



	
 


	
Louis J. Cappelli, Chairman & Chief Executive
  Officer


	
 


	
By: 

	
 


	
 

	



	
 

	
 


	
John C. Millman, President


	
 


	
 


	
EXECUTIVE


	
 


	
By:

	
 


	
 

	



	
 

	
 


	
[Name and Title]





PAGE 98







EXHIBIT 10 (iv) (F)


Appendix A


(Certain Defined Terms)


          As
used in the Agreement the following terms shall have the respective meanings
set forth below:


          1.
“Board” means the Board of Directors of the Company.


          2.
“Cause” means (a) the willful and continued failure of Executive to
perform substantially his duties with the Company (other than any such failure
resulting from Executive’s incapacity due to physical or mental illness) after
a written demand for substantial performance is delivered to Executive by the
Chief Executive Officer or President of the Company which specifically
identifies the manner in which the Chief Executive Officer or President of the
Company believes that Executive has not substantially performed Executive’s
duties, (b) the willful engaging by Executive in illegal conduct or gross
misconduct or (c) the final, non-appealable conviction of Executive for a
criminal violation of Title 12 or 18 of the United States Code. For purpose of
this definition, no act or failure to act by Executive shall be considered
“willful” unless done or omitted to be done by Executive in bad faith and
without reasonable belief that Executive’s action or omission was in the best
interests of the Company or its affiliates. Any act, or failure to act (1)
based upon authority given pursuant to a resolution duly adopted by the Board,
(2) based upon the advice of counsel for the Company or (3) based upon the
instructions of the senior-most officer of the Company shall be conclusively
presumed to be done, or omitted to be done, by Executive in good faith and in
the best interests of the Company. The Company must notify Executive of any
event constituting Cause within sixty (60) days following the Company’s
knowledge of its existence or such event shall not constitute Cause under this
Agreement.


PAGE 99







EXHIBIT 10 (iv) (F)


          3.“Change
in Control” means the occurrence of any one of the following events:


                    (a)
The acquisition by any individual, entity or group (within the meaning of
section 13(d)(3) or 14(d)(1) of the Securities Exchange Act of 1934 (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of voting securities which
together with the beneficial ownership of voting securities theretofore held
comprises 20% or more of either (1) the then outstanding common shares of the
Company (the “Outstanding Company Common Shares”) or (2) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that the following acquisitions will not
constitute a Change in Control: (1) any acquisition directly from the
Company (other than acquisition by virtue of the exercise of a conversion
privilege), (2) any acquisition by the Company, (3) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (4) any
acquisition by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation, the
conditions described in clauses (1), (2) and (3) of subsection (c) of this
definition are satisfied;


                    (b)
Individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least two-thirds of the Board; provided,
however,
that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the shareholders of the Company, was
approved by a vote of at least two-thirds of the Directors then comprising the
Incumbent Board will be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;


                    (c)
A reorganization, merger or consolidation of the Company, in each case, unless,
following such reorganization, merger or consolidation, (1) more than 60%
of, respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or consolidation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of Directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Shares and Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation, in
substantially the same proportions as their ownership, immediately prior to
such reorganization, merger or consolidation of the Outstanding Company Common
Shares and Outstanding Company Voting Securities, as the case may be, (2) no
Person (excluding the Company, any employee benefit plan (or related trust) of
the Company or such corporation resulting from such reorganization, merger or
consolidation) beneficially owns, directly or
indirectly, 10% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger or consolidation
or the combined voting power of the then outstanding voting securities of such
corporation, entitled to vote generally in the election of directors and
(3) at least two-thirds of the members of the board of directors of the
corporation resulting from such reorganization, merger or consolidation were
members of the Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or consolidation; 


PAGE 100







EXHIBIT 10 (iv) (F)




                    (d)
Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company; or 


                    (e)
The sale or other disposition of all or substantially all of the assets or
deposits of the Company other than to a corporation with respect to which,
following such sale or other disposition, (A) more than 60% of, respectively,
the then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Shares and Outstanding Company Voting Securities
immediately prior to such sale or other disposition of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (B)
no Person (excluding the Company and any employee benefit plan (or related
trust) of the Company or such corporation) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors and (C) at least two-thirds of the members of the board
of directors of such corporation were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the Board providing
for such sale or other disposition of assets of the Company; or


                    (f)
Reorganization, merger or consolidation of Sterling National Bank or sale or
other disposition of all or substantially all of the assets or deposits of
Sterling National Bank unless, in the case of a reorganization, merger or
consolidation, the resulting entity is wholly owned by a corporation meeting
the following requirements or, in the case of a sale or disposition, the sale
or disposition is a to a corporation meeting the following requirements (in
each case after giving effect to the reorganization, merger, consolidation,
sale or disposition and any related transactions): (A) more than two-thirds of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Shares and Outstanding Company Voting Securities
immediately prior to such reorganization, merger, consolidation, sale or
disposition, as the case may be, (B) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or such corporation)
beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (C) at least two-thirds of the
members of the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or action
of the Board providing for such reorganization, merger, consolidation, sale or
disposition.



PAGE 101







EXHIBIT 10 (iv) (F)



          4.
“Date of Termination” means (a) the effective date on which Executive’s
employment by the Company terminates as specified in a prior written notice by
the Company or Executive, as the case may be, to the other, delivered pursuant
to Section 9 or (b) if Executive’s employment by the Company terminates by reason
of death, the date of death of Executive.


          5.
“Disability” means termination of Executive’s employment by the Company
due to Executive’s absence from Executive’s duties on a full-time basis for at
least one hundred eighty (180) consecutive days as a result of Executive’s
incapacity due to physical or mental illness.


          6.
“Good Reason” means, without Executive’s express written consent, the
occurrence of any of the following events after a Change in Control:


                    (a)
(1) Any change in the duties or responsibilities (including reporting
responsibilities) of Executive that is inconsistent in any material and adverse
respect with Executive’s position(s), duties, responsibilities or status with
the Company or any Subsidiary immediately prior to such Change in Control
(including any material and adverse diminution of such duties or
responsibilities) or (2) a material and adverse change in Executive’s titles or
offices (including, if applicable, membership on the Board) with the Company or
any Subsidiary as in effect immediately prior to such Change in Control;


                    (b)
A reduction in Executive’s rate of annual base salary or annual bonus
opportunity (including any material and adverse change in the formula for such
annual bonus opportunity) as in effect immediately prior to such Change in
Control or as the same may be increased from time to time thereafter; or


                    (c)
Any requirement of the Company or any Subsidiary that Executive be based
anywhere other than within a thirty-five (35) mile radius of the Company’s
principal executive offices immediately prior to a Change in Control (or the
principal executive office of a Subsidiary or division of the Company, if
Executive is based at such office immediately prior to such Change in Control),
and such new location is also more than thirty-five (35) travel miles from
Executive’s primary residence immediately prior to such Change in Control.


          An
isolated, insubstantial and inadvertent action taken in good faith and which is
remedied by the Company within ten (10) days after receipt of notice thereof
given by Executive shall not constitute Good Reason. Executive’s right to
terminate employment for Good Reason shall not be affected by Executive’s incapacities
due to mental or physical illness and Executive’s continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any event or condition constituting Good Reason.


PAGE 102







EXHIBIT 10 (iv) (F)



          7.
“Qualifying Termination” means a termination of Executive’s employment
(a) by the Company other than for Cause or Disability or (b) by
Executive for Good Reason. Termination of Executive’s employment on account of
death, Disability or Retirement shall not be treated as a Qualifying Termination.


          8.
“Retention Bonus” means Executive’s highest annual rate of base salary
during the period commencing one year prior to a Change in Control and ending
on date of payment of the Retention Bonus pursuant to Section 5 of the
Agreement.


          9.
“Retirement” means Executive’s retirement (not including any mandatory
early retirement) in accordance with the Company’s retirement policy generally
applicable to its salaried employees (if any), as in effect immediately prior
to the Change in Control, or in accordance with any retirement arrangement
established with respect to Executive.


          10.
“Subsidiary” means any corporation or other entity in which the Company
has a direct or indirect ownership interest of 50% or more of the total combined
voting power of the then outstanding securities or interests of such
corporation or other entity entitled to vote generally in the election of
directors or in which the Company has the right to receive 50% or more of the
distribution of profits or 50% of the assets on liquidation or dissolution.


          11. “Termination
Period” means the period of time beginning with a Change in Control and
ending one (1) year following such Change in Control. 


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