On April 18, 2021, Webster Financial Corporation, a Delaware corporation (“Webster”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sterling Bancorp, a Delaware corporation (“Sterling”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Sterling will merge with and into Webster (the “Merger”), with Webster as the surviving corporation in the Merger. Following the Merger, Sterling’s wholly-owned subsidiary, Sterling National Bank, will merge with and into Webster’s wholly-owned subsidiary, Webster Bank, National Association (“Webster Bank”) (the “Bank Merger”), with Webster Bank as the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved and adopted by the board of directors of each of Webster and Sterling. In connection with the execution of the Merger Agreement, Webster has entered into retention agreements with each of Mr. John R. Ciulla and Mr. MacInnes setting forth the terms of their employment with Webster for the two year period immediately following the Effective Time (the Term"). Mr. Ciulla's retention agreement provides that he will serve as the President and Chief Executive Officer, as well as a member of the board of directors, of the surviving corporation and the surviving bank and will succeed Mr. Kopnisky as Chairman of the board of directors, and Mr. MacInnes' retention agreement provides that he will serve as the Executive Vice President and Chief Financial Officer of the surviving corporation and the surviving bank.