8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30, 2016

Sterling Bancorp

(Exact name of registrant as specified in its charter)

Delaware	001-35385	80-0091851
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
400 Rella Boulevard, Montebello, New York		10901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (845) 369-8040

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On September 2, 2016, Sterling National Bank (the “Bank”), a national banking association and a wholly owned subsidiary of Sterling Bancorp, a Delaware corporation (the “Company”), issued $65 million aggregate principal amount of its 5.25% fixed-to-floating rate subordinated notes due 2026 (the “Notes”). The issuance of the Notes represents a reopening of the Bank’s previous offering of $110 million aggregate principal amount of its 5.25% fixed-to-floating rate subordinated notes due 2026, which closed on March 29, 2016 (the “Existing Notes”). The Notes were issued pursuant to an Issuing and Paying Agency Agreement (the “Issuing and Paying Agency Agreement”), dated as of September 2, 2016, by and between the Bank and U.S. Bank National Association, as issuing and paying agent and note registrar. The Notes will have terms that are identical to the terms of the Existing Notes (other than the date of settlement and offering price), will have the same CUSIP and ISIN numbers as the Existing Notes, and will trade interchangeably with the Existing Notes. The original issue date of the Notes is March 29, 2016.

In connection with the issuance and sale of the Notes, the Bank entered into a Purchase Agreement, dated August 30, 2016 (the “Purchase Agreement”), between the Bank and U.S. Bancorp Investments, Inc., as representative of the initial purchasers of the Notes. The Purchase Agreement contained customary representations, warranties, covenants and indemnification obligations between the parties.

The Notes are an addition to, and fully fungible with, and will rank equally in right of payment with, and form a single series with, the Existing Notes. The Notes were issued at a price equal to 100.500% of the principal amount, resulting in net proceeds to the Bank (after discounts and commissions and estimated offering expenses payable by the Bank) of $64,512,500. The Bank intends to use the net proceeds from the offering for general corporate purposes, which may include working capital, funding potential acquisitions and other strategic business opportunities. As with the Existing Notes, the Notes are intended to qualify as Tier 2 capital for bank regulatory purposes.

The Notes will mature on April 1, 2026, and will bear interest at a fixed rate per annum of 5.25%, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2016, and ending on April 1, 2021. From and including April 1, 2021, the Notes will bear interest at a floating rate per annum that resets quarterly equal to three-month LIBOR plus 3.937%, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2021, through maturity or earlier redemption. The Notes are redeemable by the Bank, in whole or in part, on April 1, 2021, and on every interest payment date thereafter or, in whole but not in part, at any time upon the occurrence of certain specified tax events, capital events or investment company events. Any redemption will be at a redemption price equal to 100% of the principal amount of Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The Notes are not subject to repayment at the option of the holders. Any redemption of the Notes will require, and be subject to, prior regulatory approval.

The Notes are unsecured, subordinated obligations of the Bank and rank junior in right of payment to all of the Bank’s existing and future senior indebtedness, whether secured or unsecured, including claims of depositors and general creditors, and will rank equally in right of payment with the Existing Notes and any other unsecured, subordinated indebtedness that the Bank incurs in the future that ranks equally with the Notes. The Notes may be accelerated upon an event of default, which will only occur if the Bank is subject to any receivership, conservatorship, insolvency, liquidation or similar proceeding. The Notes are not savings accounts or deposits of any bank and are not insured by the Federal Deposit Insurance Corporation, and are not guaranteed by the Company or any of the Bank’s subsidiaries or affiliates.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were offered and sold in reliance upon an exemption under Section 3(a)(2) of the Securities Act and pursuant to Section 16.6 of the regulations of the Office of the Comptroller of the Currency. The Notes were offered and sold only to institutional “accredited investors” within the meaning of Rule 501(a) of the Securities Act.

The foregoing description of the Notes and the Issuing and Paying Agency Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the form of note and the Issuing and Paying Agency Agreement, each filed respectively as Exhibits 4.1 and 4.2 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

4.1 Form of Note

4.2 Issuing and Paying Agency Agreement, dated as of September 2, 2016, between the Bank and U.S. Bank National Association.

99.1 Press Release, dated September 2, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sterling Bancorp
Date: September 2, 2016	By:	/s/ Jack L. Kopnisky

Name:	Jack L. Kopnisky
Title:	President and Chief Executive Officer

EX-4.1

Exhibit 4.1

STERLING NATIONAL bank

5.25% FIXED-TO-FLOATING RATE SUBORDINATED NOTEs DUE 2026

CUSIP No.	859428 AT1
ISIN No.	US859428AT 18

THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF CEDE & CO., THE NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”). UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO STERLING NATIONAL BANKOR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY AGENCY OR FUND OF THE UNITED STATES.

THIS SECURITY IS AN UNSECURED, UNCONDITIONAL GENERAL OBLIGATION SOLELY OF STERLING NATIONAL BANK AND IS NOT AN OBLIGATION OF, AND IS NOT GUARANTEED BY, STERLING BANCORP OR ANY OTHER AFFILIATE OF STERLING NATIONAL BANK.

THIS SECURITY IS SUBORDINATED ON LIQUIDATION, AS TO PRINCIPAL, INTEREST AND PREMIUM, TO ALL CLAIMS AGAINST STERLING NATIONAL BANK THAT HAVE THE SAME PRIORITY AS SAVINGS ACCOUNTS, DEPOSITS OR A HIGHER PRIORITY, IS NOT SECURED BY THE ASSETS OF STERLING NATIONAL BANK OR BY THE ASSETS OF ANY OF ITS AFFILIATES, AND IS INELIGIBLE AS COLLATERAL TO SECURE A LOAN BY STERLING NATIONAL BANK.

THIS SECURITY IS ISSUABLE IN A MINIMUM DENOMINATION OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS OF $250,000 AND MAY NOT BE EXCHANGED FOR SECURITIES OF STERLING NATIONAL BANKWITH A SMALLER DENOMINATION. EACH OWNER OF A BENEFICIAL INTEREST IN THE SECURITIES

IS REQUIRED TO HOLD SUCH BENEFICIAL INTEREST IN A PRINCIPAL AMOUNT OF $250,000 OR AN INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF AT ALL TIMES.

THIS SECURITY HAS NOT BEEN, AND IS NOT REQUIRED TO BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND WAS OFFERED PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(a)(2) OF THE SECURITIES ACT. THIS SECURITY HAS NOT BEEN APPROVED OR DISAPPROVED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION.

STERLING NATIONAL BANKHAS NOT ENTERED INTO AN INDENTURE IN CONNECTION WITH THE ISSUANCE OF THIS SECURITY. EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS SECURITY, IN MAKING ITS PURCHASE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO STERLING NATIONAL BANK AND THE INITIAL PURCHASERSTHAT IT IS AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”), THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR AND THAT FOLLOWING SUCH PURCHASE IT OR SUCH OTHER INSTITUTIONAL ACCREDITED INVESTOR HOLDING A BENEFICIAL INTEREST IN THIS SECURITY WILL HOLD A BENEFICIAL INTEREST IN A PRINCIPAL AMOUNT OF $250,000 OR AN INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF AT ALL TIMES.

No. A-2
INITIAL PRINCIPAL AMOUNT:	$65,000,000
ORIGINAL ISSUE DATE:	March 29, 2016
MATURITY DATE:	April 1, 2026
INTEREST PAYMENT DATE(S):	April 1 and October 1, of each year, beginning on October 1, 2016 and ending on April 1, 2021; and thereafter on January 1, April 1, July 1 and October 1, of each year, beginning on July 1, 2021, through the Maturity Date (as defined below) or earlier redemption of the Security

Sterling National Bank, a national banking association (herein called the “Bank”), for value received, hereby promises to pay or deliver, as the case may be, to CEDE & CO., or registered assigns, the principal sum of Sixty-Five Million ($65,000,000) United States dollars on April 1, 2026 (the “Maturity Date”) and to pay interest thereon from, and including, March 29, 2016 (the “Original Issue Date”) or from and including the most recent Interest Payment Date to which interest on this Security or any predecessor Security has been paid or duly provided for, but excluding, the succeeding Interest Payment Date, on the Interest Payment Dates specified above

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in each year (each, an “Interest Payment Date”) and on the Maturity Date, at a fixed rate per annum equal to 5.25% from the Original Issue Date to, but excluding, April 1, 2021 and to pay interest from, and including, April 1, 2021 at a floating rate per annum equal to three-month LIBOR plus 3.937%, until the principal hereof is paid or duly made available for payment (whether at the Maturity Date or earlier redemption). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Security (or any predecessor Security) is registered (the “Holder”) at the close of business on the fifteenth calendar day next preceding such Interest Payment Date (the “Regular Record Date”); provided, however, that interest payable at the Maturity Date of this Security will be payable to the person to whom principal shall be payable, whether or not the Maturity Date is an Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and will be paid to the person in whose name this Security (or any predecessor Security) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the Holder not less than 10 calendar days prior to such Special Record Date.

Interest shall accrue from and including the Original Issue Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, and shall be paid semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2016, and ending on April 1, 2021, and thereafter will be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2021, through the Maturity Date or earlier redemption of this Security. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months from the Original Issue Date to, but excluding, April 1, 2021, and thereafter a 360-day year and the number of days actually elapsed.

The Issuing and Paying Agent shall determine LIBOR on the second Business Day prior to each Interest Period (each such date, a “LIBOR Interest Determination Date”). The interest rate on this Security bearing interest at the floating rate shall reset on the first day of each Interest Period. Absent manifest error, the Issuing and Paying Agent’s determination of the floating rate shall be binding and conclusive on the Holder of this Security and the Bank. The Issuing and Paying Agent shall notify the Bank of each determination of the floating rate for each applicable Interest Period. “Interest Period” shall be the period from and including the immediately preceding Interest Payment Date to, but excluding, the succeeding Interest Payment Date. The first Interest Period will be the period from and including the Original Issue Date to, but excluding, October 1, 2016.

LIBOR will be determined as follows:

(i)          With respect to each LIBOR Interest Determination Date, LIBOR will be the ICE Benchmark Administration London Interbank Offered Rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period beginning on the second London Banking Day after the LIBOR Interest Determination Date that appears on the appropriate page of the Reuters screen as of 11:00 a.m., London time, on such LIBOR Interest Determination Date. If no such rate so appears, LIBOR on such LIBOR Interest Determination Date will be determined in accordance with the provision described in clause (ii) below. “London Banking

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Day” is any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

(ii)         If such screen does not include such a rate or is unavailable on a LIBOR Interest Determination Date, the Issuing and Paying Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Issuing and Paying Agent, to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date, to prime banks in the London interbank market for deposits in a principal amount of not less than $1,000,000 for a single transaction in the relevant market at the relevant time in U.S. dollars for a three-month period beginning on the second London banking day after the LIBOR Interest Determination Date. If at least two such offered quotations are so provided, the rate for the Interest Period will be the arithmetic mean of such quotations; provided, however, that if the banks so selected by the Issuing and Paying Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.

In the event that, on or prior to April 1, 2021, an Interest Payment Date is not a Business Day (as defined below), the Bank will pay interest on the next day that is a Business Day, with the same force and effect as if made on the Interest Payment Date, and without any interest or other payment with respect to the delay. If, after April 1, 2021, any Interest Payment Date falls on a day that is not a Business Day, interest will be paid on the next succeeding Business Day, unless that day falls in the next calendar month, in which case, the Interest Payment Date will be the first preceding Business Day (with interest accruing to, but excluding, the actual payment date). If the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest, if any, will be made on the next succeeding Business Day and no interest shall accrue for the period from and after such Maturity Date.

“Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions in New York, New York are generally authorized or obligated by law or executive order to close.

Payment of interest on this Security may require, and be subject to, prior written approval by the Officer of the Comptroller of the Currency (the “OCC”) or other applicable regulator of the Bank, if the Bank is undercapitalized or has been so required by the OCC or other applicable regulatory authority.

This Security may not be repaid prior to THE MATURITY DATE, either pursuant to acceleration in an event of default, repurchase by the Bank or otherwise, without prior approval of the OCC.

Payment of principal of and premium, if any, and interest on, this Security will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an issuing and paying agent (the “Issuing and Paying Agent”) authorized by the Bank to pay the principal of, and interest on, this Security on behalf of the Bank and having an office or agency (the “Issuing and Paying Agent Office”) in the United States of America (the “Place of Payment”),

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where this Security may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Security may be served. The Bank has initially appointed U.S. Bank National Association as such Issuing and Paying Agent pursuant to the Issuing and Paying Agency Agreement, dated as of March 29, 2016 (the “Issuing and Paying Agency Agreement”), between the Bank and the Issuing and Paying Agent, with the Issuing and Paying Agent Office currently located at 100 Wall Street, Suite 1600, New York, New York 10005, Attention: Global Corporate Trust Services.

Payment of the principal of, and premium, if any, and interest on, this Security due at the Maturity Date will be made in immediately available funds upon presentation and surrender of this Security to the Issuing and Paying Agent at the Issuing and Paying Agent Office in the Place of Payment; provided that this Security is presented to the Issuing and Paying Agent in time for the Issuing and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Security (other than at the Maturity Date) will be made by wire transfer to such account as has been appropriately designated to the Issuing and Paying Agent by the person entitled to such payments.

The Bank may, from time to time, without the consent of the Holder of this Security, create and issue additional notes ranking equally with this Security and otherwise same in all respects (except for the issue date, issue price and first Interest Payment Date), provided that any such additional notes are fungible with the Securities for U.S. Federal income tax purposes. Such further notes shall be consolidated and form a single series (including the same CUSIP number) with this Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

(Remainder of page intentionally left blank)

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Unless the certificate of authentication hereon has been executed by the Issuing and Paying Agent by the manual signature of an authorized signatory, this Security shall not be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Bank has caused this instrument to be duly executed by manual or facsimile signature.

STERLING NATIONAL BANK

By:

Name:	Jack Kopnisky
Title:	President & Chief Executive Officer

Dated: _____________, 2016

ISSUING AND PAYING AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Issuing and Paying Agency Agreement.

U.S. BANK NATIONAL ASSOCIATION, as Issuing and Paying Agent

By:
	Authorized Signatory

REVERSE OF SECURITY

This Security is one of a duly authorized issue of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2026 of the Bank (hereinafter referred to as this “Security” or the “Securities”) issued under the Issuing and Paying Agency Agreement.

Subordination

The Bank’s indebtedness evidenced by this Security, including its obligations to pay principal and interest, is unsecured and subordinate and junior in right of payment to the Bank’s Senior Indebtedness (as defined below). In the event of any insolvency, receivership, conservatorship, reorganization, liquidation or similar proceedings of the Bank, all such senior obligations shall be entitled to be paid in full before any payment shall be made on account of the principal of, or premium, if any, or interest on, this Security. In the event of any such proceeding, after payment in full of all sums owing with respect to such senior obligations, the Holder of this Security, together with holders of any obligations of the Bank ranking equally with this Security, shall be entitled to be paid from the remaining assets of the Bank the unpaid principal of, premium, if any, and interest on, this Security or such other obligations before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Bank ranking junior to this Security.

“Senior Indebtedness” includes all deposits, borrowed money (secured and unsecured), obligations of the Bank arising from off-balance sheet guarantees and direct-credit substitutes, and obligations associated with derivative products such as interest rate and foreign-exchange contracts, commodity contracts and similar arrangements and obligations to the Bank’s general creditors (other than in respect of trade receivables).

Nothing herein shall impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on this Security in accordance with its terms.

Notwithstanding any other provisions contained in this Security, the OCC or any receiver or conservator of the Bank appointed by the OCC, as part of any transaction or plan of reorganization or liquidation may transfer or direct the transfer of the obligations represented by this Security to any bank selected by such entity that expressly assumes the obligation of the due and punctual payment of the unpaid principal, premium, if any, and interest on this Security and the due and punctual performance of all covenants and conditions contained in this Security.

Any “depository institution,” as that term is defined in Section 3(c)(1) of the Federal Deposit Insurance Act, which holds a Security (or beneficial interest therein) shall be deemed to have agreed by acquiring such Security (or beneficial interest) to waive any rights to offset all or any portion of the indebtedness represented by such Security (or interest) against any indebtedness or other obligations of such institution to the Bank.

This Security is not secured or guaranteed by Sterling Bancorp or any of its other subsidiaries or affiliates, and is not subject to any other arrangement that legally or economically enhances the seniority of this Security.

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Event of Default; Waiver

An “Event of Default” with respect to this Security shall occur if the Bank is subject to any receivership, conservatorship, insolvency, liquidation or similar proceeding. The Bank will promptly notify, and provide copies of such notice to, the Issuing and Paying Agent, upon the occurrence of any Event of Default. The Issuing and Paying Agent will promptly send copies of such notice to the Holders of this Security through the Depository Trust Company, as depositary (the “Depositary”).

If an Event of Default shall occur and be continuing, the Holder of this Security may declare the principal of this Security, together with any unpaid accrued interest thereon, to be immediately due and payable by written notice to the Bank. Upon such declaration and notice, such principal amount and accrued interest shall become immediately due and payable; provided, however, that, to the extent then required under or pursuant to applicable capital or other regulations (as described on the face of this Security), this Security may not be repaid prior to the Maturity Date without the prior written approval of the OCC. The Bank will apply to the OCC for prior written approval of repayment promptly after receiving notice of acceleration.

Any Event of Default with respect to this Security may be waived by the Holder hereof.

The Bank waives demand, presentment for prepayment, notice of nonpayment, notice of protest and all other notices to the extent it may lawfully do so.

Neither the failure to pay principal of or interest on the Security nor a failure to perform any other obligation of the Bank under the Issuing and Paying Agency Agreement or the Security constitutes an “Event of Default” with respect to the Security, and no right of acceleration exists in any such case.

Optional Repayment and Redemption

This Security shall not be subject to repayment at the option of the Holders, in whole or in part, prior to the Maturity Date. This Security shall not be subject to any sinking fund.

This Security is redeemable by the Bank, in whole or in part, at any time on April 1, 2021, and on each Interest Payment Date thereafter.

This Security is also redeemable by the Bank, in whole but not in part, at any time, upon the occurrence of any of the following:

(i) a “tax event,” which means the receipt by the Bank of an opinion of independent tax counsel to the effect that (a) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the United States or any of its political subdivisions or taxing authorities, (b) a judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation, (c) an amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action or a law or regulation of the United States that differs

R-2

from the previously generally accepted position or interpretation, or (d) a threatened challenge asserted in writing in connection with an audit of the Bank’s federal income tax returns or positions or a similar audit of any of the Bank’s subsidiaries or a publicly known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to this Security, in each case, occurring or becoming publicly known on or after the date of the issuance of this Security, resulting in more than an insubstantial risk that the interest payable on this Security is not, or within 90 days of receipt of such opinion of tax counsel, will not be, deductible by the Bank, in whole or in part, for U.S. federal income tax purposes;

(ii) a “capital event,” which means the receipt by the Bank of an opinion of independent bank regulatory counsel to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for Sterling Bancorp or the Bank or (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of original issuance of this Security, this Security does not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 capital (or its then equivalent if the Bank is subject to such capital requirement) for purposes of capital adequacy guidelines of the OCC (or any successor regulatory authority with jurisdiction over depositary institutions or bank holding companies), as then in effect and applicable to the Bank; or

(iii) an “investment company event,” which means the Bank becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.

Any such redemption of this Security will be at a redemption price equal to 100% of the principal amount of this Security to be redeemed, plus accrued and unpaid interest on such Security to, but excluding, the date of redemption. Any partial redemption will be made pro rata among all of the holders of this Security. Any redemption of this Security would require prior written approval of the OCC.

The Bank will give irrevocable notice of its intention to redeem this Security not more than 60 nor less than 10 days prior to the date fixed for redemption.

From and after any redemption date, if monies for the redemption of this Security will have been made available for redemption on the redemption date, this Security will cease to bear interest, if applicable, and the only right of the holders of this Security shall be to receive payment of the principal amount and all unpaid interest accrued to the redemption date.

Consolidation, Merger and Sale of Assets

The Bank shall not consolidate with or merge into any other entity or convey, transfer or lease its assets substantially as an entirety to any entity, unless the successor, transferee or lessor expressly assumes the Bank’s obligations on this Security.

R-3

Ratings

The Bank shall use commercially reasonable efforts to maintain a rating for this Security with NAIC or any other “nationally recognized statistical rating organization” as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Miscellaneous

Beneficial interests represented by this Security are exchangeable for definitive Securities in registered form, of like tenor and of an equal aggregate principal amount, only if (x) the Depositary notifies the Bank in writing that it is unwilling or unable to act as a depositary or the Depositary ceases to be a clearing agency registered under the Exchange Act, and a successor depositary is not appointed by the Bank within 90 days, (y) the Bank, at its option, notifies the Issuing and Paying Agent in writing that it elects to cause the issuance of Securities in definitive form or (z) any event shall have occurred and be continuing that, after notice or lapse of time or both, would constitute an Event of Default with respect to the this Security. In such circumstances, upon surrender by the Depositary or a successor depositary of the Global Securities, Securities in definitive form will be issued to each person that the Depositary or a successor depositary identifies as the beneficial owner of the related Securities. Any Security representing such beneficial interests that is exchangeable pursuant to this paragraph shall be exchangeable in whole for definitive Securities in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. Such definitive Securities shall be registered in the name or names of such person or persons as the Depositary shall instruct the Security Registrar (as defined below).

In case any Security shall at any time become mutilated, destroyed, lost or stolen and such Security or evidence satisfactory to the Bank of the loss, theft or destruction thereof (together with indemnity satisfactory to the Issuing and Paying Agent and the Bank and such other documents or proof as may be required by the Issuing and Paying Agent and the Bank) shall be delivered to the Issuing and Paying Agent and the Bank, a new Security of like tenor will be issued by the Bank in exchange for the Security so mutilated, or in lieu of the Security so destroyed or lost or stolen. All expenses and reasonable charges associated with procuring the indemnity referred to above and with the preparation, authentication and delivery of a new Security shall be borne by the Holder of the Security so mutilated, destroyed, lost or stolen. If any Security which has matured or is about to mature shall become mutilated, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) upon compliance by the Holder thereof with the provisions of this paragraph.

The Bank shall cause to be kept at the office of the Security Registrar designated below a register (the register maintained in such office or any other office or agency of the Bank in the Place of Payment herein referred to as the “Security Register”) in such form as the Security Registrar may determine, in which, subject to reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of this Security and of transfers of this Security. The Bank has initially appointed the Issuing and Paying Agent “Security Registrar,” pursuant to the Issuing and Paying Agency Agreement, for the purposes of registering this Security and transfers of this Security as herein provided.

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The transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Bank in the Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Issuing and Paying Agent duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Issuing and Paying Agent shall record any transfer of this Security that the Bank has approved, it being understood that such approval shall be based solely on matters relating to compliance with federal and state securities laws. Prior to due presentment of this Security for registration of transfer, the Bank, the Issuing and Paying Agent and any agent of the Bank or the Issuing and Paying Agent may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Bank, the Issuing and Paying Agent nor any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of principal or interest on this Security, for any claim based hereon, or otherwise in respect hereof, against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Bank or any successor corporation.

No provision of this Security shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

Any money that the Bank pays to the Issuing and Paying Agent for the purpose of making payments on this Security and that remains unclaimed two years after the payments were due will, at the Bank’s request, be returned to it. After that time, the Holder can only look to the Bank for payment on this Security.

All notices under this Security shall be in writing and in the case of the Bank, addressed to the Bank at 400 Rella Boulevard, Montebello, New York 10901, Attention: Treasurer, or, in the case of the Issuing and Paying Agent at 100 Wall Street, Suite 1600, New York, New York 10005, Attention: Global Corporate Trust Services, or to such other address of the Issuing and Paying Agent as the Issuing and Paying Agent may notify the holders of this Security. All notices to the Holder of this Security will be given to the address of the Holder as it appears in the Security Register.

This Security shall be governed by and construed in accordance with the laws of the State of New York and, where applicable, the federal laws of the United States of America.

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EX-4.2

Exhibit 4.2

ISSUING AND PAYING
AGENCY AGREEMENT

between

STERLING NATIONAL BANK,
as Issuer,

and

U.S. BANK NATIONAL ASSOCIATION,
as Issuing and Paying Agent and Note Registrar

September 2, 2016

THIS ISSUING AND PAYING AGENCY AGREEMENT, made and dated as of September 2, 2016 (this “Agreement”), between Sterling National Bank, a national banking association, as issuer (the “Issuer”), and U.S. Bank National Association, as the issuing and paying agent and note registrar (hereinafter sometimes referred to, in each such capacity, the “Agent”).

WHEREAS, the Issuer previously issued $110,000,000 aggregate principal amount of its 5.25% fixed-to-floating rate subordinated notes due 2026 on March 29, 2016 (the “Existing Notes”) and Issuer and Agent entered into the Issuing and Paying Agency Agreement, dated as of March 29, 2016 with respect to the Existing Notes.

WHEREAS, the Issuer proposes to issue an additional $65,000,000 aggregate principal amount of its 5.25% fixed-to-floating rate subordinated notes due 2026 (the “Notes”) pursuant to the offering circular, dated August 30, 2016 (the “Offering Circular”), pursuant to Section 16.6 of the regulations of the Office of the Comptroller of the Currency (the “OCC”) and in transactions that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 3(a)(2) of the Securities Act.

WHEREAS, the Notes are an additional issuance of, will have terms identical to, be fully fungible with, rank equally in right of payment with, and form a single series with, the Existing Notes.

WHEREAS, the Issuer previously issued a global note having an aggregate principal amount of $110,000,000 and registered in the name of Cede & Co. to represent the Existing Notes at the time the Existing Notes were issued and will issue an additional global note to represent the Notes.

NOW, THEREFORE, in consideration of the covenants and agreements made herein, the parties hereto agree as follows:

Section 1.          Definitions. The words and terms used herein unless otherwise defined herein shall have the respective meanings assigned to such terms in the Notes.

Section 2.         Appointment and Acceptance. The Issuer hereby appoints U.S. Bank National Association, as Issuing and Paying Agent and Note Registrar with respect to the Notes, upon the terms and conditions set forth herein, and U.S. Bank National Association hereby accepts such appointment and agrees to perform all of the duties of Issuing and Paying Agent and Note Registrar in accordance with the terms of the Notes and this Agreement.

Section 3.         Form of Note Certificates. The Issuer shall deliver to the Agent completed Notes executed by manual or facsimile signature of an officer of the Issuer duly authorized to execute the Notes together with an order requesting the Agent to authenticate such Notes (an “Authentication Order”). Such Notes will be in such form as the Issuer shall deliver to the Agent.

Any Note bearing the manual or facsimile signature of a person who is duly authorized to execute such Note on the date such signature is affixed shall bind the Issuer after the completion thereof by the Agent notwithstanding that such person shall have ceased to hold his or her office on the date such Note is authenticated and delivered by the Agent.

Unless the Issuer notifies the Agent to the contrary, all Notes will be represented by one note certificate, hereinafter called the “Global Note.” The Global Note shall be registered in the name of a nominee of The Depository Trust Company (“DTC”), as Depositary. Beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.

Section 4.         Certificate of Authorized Representatives of the Issuer. The Issuer shall furnish the Agent with a certificate of the Issuer certifying the incumbency and specimen signatures of representatives of the Issuer authorized to instruct the Agent regarding the completion and delivery of the Notes (each, an “Authorized Representative”). The Agent shall have no responsibility to the Issuer to determine whether a signature of an Authorized Representative is genuine if such signature resembles the specimen signature of such Authorized Representative on such certificate.

Section 5.         Duties of Issuing Agent: Completion, Authentication and Delivery.

(a)        The Global Note shall be issued and delivered in accordance with the Blanket Letter of Representations from the Issuer to DTC, dated as of March 18, 2016. All instructions regarding the completion and delivery of the Global Note shall be given by an Authorized Representative by facsimile or other means acceptable to the Agent. All Authentication Orders with respect to the completed Global Note delivered for authentication to the Agent shall be in writing and shall be executed by an Authorized Representative. Upon receipt of instructions as described above, the Agent shall:

(1)         manually authenticate the Global Note by any one of the officers or employees of the Agent duly authorized and designated by it for such purpose; and

(2)         hold the Global Note as custodian for DTC.

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(b)          The Agent shall incur no liability in acting hereunder upon any instructions or Authentication Order contemplated hereby which the Agent believed in good faith to have been given by an Authorized Representative.

(c)          Each instruction or Authentication Order given to the Agent in accordance with this Section 5 shall constitute a representation and warranty to the Agent by the Issuer that the issuance and delivery of the Note or Notes to which the instruction or Authentication Order relates has been duly and validly authorized by the Issuer, that such Note or Notes when completed, authenticated and delivered pursuant hereto, will constitute the legal, valid and binding obligation of the Issuer, and that the Agent’s appointment to act for the Issuer hereunder has been duly authorized by all necessary corporate action of the Issuer.

Section 6.          Duties of Note Registrar: Registration, Registration of Transfer and Exchange. The Agent, in its capacity as Note Registrar, shall, so long as any of the Notes remain outstanding, subject without limitation to Section 3 above, maintain all records as may be customary or provided to it and shall:

(a)          keep at its Paying Agent Office in St. Paul, Minnesota (the “Paying Agent Office”), a register (the “Note Register”) in such form as the Agent may determine, in which, subject to reasonable regulations as it may prescribe, it shall provide for the registration of Notes and of transfers of Notes;

(b)          maintain records showing for each outstanding Note the principal amount and other terms thereof; all subsequent transfers and changes of ownership thereof; and the name, address and tax identification number of the registered holder of such Note (each, a “Holder”);

(c)          record any transfer of Notes the Issuer has approved, it being understood that such approval shall be based solely on matters relating to compliance with federal and state securities laws;

(d)          prepare all such lists of Holders as may be required by the Issuer or any person needing such information and so authorized in writing by the Issuer; and

(e)          during regular office hours and upon reasonable prior written notice, make the Note Register available to the Issuer or the Issuer’s duly appointed employee or agent; provided that the Agent shall have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, and it shall be fully protected in acting or refraining from acting on any such information provided by DTC.

The Issuer, the Agent and any agent of the Issuer or the Agent may treat the person in whose name a Note is registered (which in the case of a Global Note, shall be DTC or its nominee) as the absolute owner and Holder of such Note for all purposes whatsoever, and none of the Issuer, the Agent or any agent of any of them shall be affected by notice to the contrary. Any reference herein and in any Note to the term “Holder” of a Note or “registered holder” shall be to the person in whose name a Note is registered in the register maintained for such purposes

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pursuant to Section 6 hereof. Neither any members of, or participants in, DTC (“Agent Members”) nor any other persons on whose behalf Agent Members may act shall have any rights under this Agreement with respect to any Global Note registered in the name of DTC or any nominee thereof, or under any such Global Note. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Agent or any agent of the Issuer or the Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or such nominee, as the case may be, or impair, as between DTC, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such persons governing the exercise of the rights of a Holder of any Global Note. Neither the Agent nor the Issuer shall have any responsibility for any actions taken or not taken by DTC.

Upon surrender for registration of transfer of any Note at the Paying Agent Office, the Issuer shall execute, and the Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of authorized denominations (which in no case may be less than $250,000 and integral multiples of $1,000 in excess thereof) and of a like tenor and aggregate principal amount; provided that, unless and until it is exchanged in whole or in part for individual Notes represented thereby, the Global Note may not be transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary.

If (i) DTC notifies the Issuer in writing that it is unwilling or unable to act as Depositary or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Issuer within 90 days, (ii) the Issuer, at its option, notifies the Agent, in writing that it elects to cause the issuance of Notes in definitive form or (iii) any event shall have happened and be continuing that, after notice or lapse of time or both, would constitute an Event of Default with respect to the Notes, then, upon surrender by DTC or a successor depositary of the Global Notes, the Agent shall authenticate and deliver Notes, upon receipt of instructions from the Issuer, of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Note outstanding in exchange for such Global Note, to each person that DTC or a successor depositary identifies as the beneficial owner of the related Notes.

Upon the exchange of the Global Note for Notes in definitive form upon the occurrence of any of the events described above, the Global Note shall be cancelled by the Agent. Notes issued in exchange for the Global Note shall be registered in such names and in such authorized denominations, and delivered to such addresses, as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Agent in writing. The Agent shall deliver such Notes to the persons in whose names such Notes are registered or to DTC, in fully registered form without coupons in denominations of $250,000 or any amount in excess thereof that is an integral multiple of $1,000. Such Notes may not subsequently be exchanged by a Holder for Notes in denominations of less than $250,000.

In case any Note shall at any time become mutilated, destroyed, lost or stolen and such Note or evidence satisfactory to the Issuer of the loss, theft or destruction thereof (together with indemnity satisfactory to the Agent and the Issuer and such other documents or proof as may be required by the Agent and the Issuer) shall be delivered to the Agent and the Issuer, the Agent

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shall authenticate and deliver, upon receipt of instructions from the Issuer, a new Note of like tenor in exchange for the Note so mutilated, or in lieu of the Note so destroyed or lost or stolen.

Section 7.         Duties of Paying Agent: Payment of Notes; Interest.

(a)        Payment of principal (and premium, if any) and interest on the Notes shall be made by the Agent in the manner and on the dates specified in the Notes from funds deposited by the Issuer with the Agent for such payments as provided in Section 10. The Agent shall have no obligation to use its own funds for any such payment of principal, premium, if any, or interest on the Notes. Payments due at the maturity or redemption of a Note shall be made only upon presentation and surrender of such Note. Any money that the Issuer pays to the Agent for the purpose of making payments on the Notes and that remains unclaimed two years after the payments were due will, at the Issuer’s written request, be returned to it. After that time, any Holders of such Notes can only look to the Issuer for payment on such Notes.

(b)        The Issuer may appoint a calculation agent (the “Calculation Agent”), which Calculation Agent will calculate the interest payable for each Interest Payment Date that the Notes shall accrue interest at a floating rate in accordance with the terms of the Notes. The Calculation Agent shall calculate the interest payable in accordance with the terms of the Notes and absent manifest error, such interest calculation determination shall be binding and conclusive on the Holders of the Notes and the Issuer. Promptly following each Regular Record Date (as defined in the Note), the Calculation Agent will advise the Issuer of the amount of interest (to the extent then known) due on the next succeeding Interest Payment Date (as defined in the Note); provided, however, the Agent shall have no responsibility to determine or calculate any premium due on the Notes or a make-whole amount due and owing on the Notes, if any. On the date hereof and unless and until the Issuer appoints a new Calculation Agent, the Agent shall serve as Calculation Agent, subject to the terms and conditions contained herein. If at any time the Agent is not acting as the Calculation Agent with respect to the Notes, the Agent will give any appointed Calculation Agent, which may include the Issuer, written notice of each Interest Payment Date with respect to such Note at least ten Business Days prior to such Interest Payment Date.

Section 8.          Optional Redemption. In the event the Issuer elects to redeem any Notes in whole or in part, the Issuer shall give written notice to the Agent of the principal amount of such Notes to be so redeemed in accordance with the terms set forth in the Notes. In any such written notice, (a) if certificated notes are to be redeemed, the Issuer shall identify such notes by specifying the interest rate or formula pursuant to which interest is calculated on such notes, the Interest Payment Dates, the stated maturity date and redemption terms or (b) if book-entry notes are to be redeemed, the Issuer shall identify such notes by specifying the CUSIP number assigned to the Global Note or notes representing such notes. The Agent shall cause any such notice of redemption to be forwarded to the Holders of the Notes to be redeemed in accordance with the terms set forth in the Notes in the name and at the expense of the Issuer. Whenever less than all of the Notes of like tenor and terms are to be redeemed, (a) if such Notes are Global Notes held by the Agent as custodian for the Depositary or its nominee, the Agent shall reduce the principal amount of one or more Global Notes, by the amount of such redemption, by means of an appropriate adjustment on the records of the Agent, subject to the rules and procedures of the Depositary, or (b) in the case of all other Notes, the Agent shall select the Notes to be so

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redeemed ratably among Holders. Any Note which is to be redeemed in part only pursuant to clause (b) of the preceding sentence shall be surrendered to the Paying Agent Office, and the Issuer shall execute, and upon receipt of instructions from an Authorized Representative of the Issuer, the Agent shall authenticate and deliver to the Holder of such Note, without service charge, a new Note of like tenor and terms, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Note so surrendered.

Section 9.         Proceeds of Sale of Notes. Proceeds received in payment for the Notes are to be in immediately available funds and shall be immediately credited to an account designated in writing by the Issuer to the Issuing and Paying Agent and the Note Registrar and maintained by the Issuer. Subject to the availability of funds, upon receipt of instructions from an Authorized Representative of the Issuer, proceeds from the sale of Notes may, prior to the time such proceeds are received, be used in payment of the principal of, and premium, if any, and interest on, other Notes of the Issuer presented for payment on the Maturity Date or any earlier date on which the principal thereof is due and payable, or be transferred for credit to the account of the Issuer at another bank.

Section 10.        Deposit of Funds. The Issuer shall deposit with the Agent by 9:30 a.m., New York time (i) on each Interest Payment Date (as such term is defined in such Note) of a Note an amount in immediately available funds sufficient to pay the interest due on such date and (ii) on the Maturity Date (as such term is defined in such Note) or earlier redemption date an amount in immediately available funds sufficient to pay the principal of such Note, the premium due thereon, if any, and the interest accrued thereon to, but excluding, such Maturity Date or redemption date, as the case may be. The Agent shall clearly identify in its books and records funds relating to the Notes.

Section 11.        Fees and Expenses of the Agent. The Issuer shall pay such fees and expenses of the Agent for the performance of its duties as Issuing and Paying Agent and Note Registrar hereunder as may be mutually agreed upon from time to time in writing and the Issuer agrees promptly to pay such compensation and to reimburse the Agent for the reasonable out-of-pocket documented expenses (including reasonable counsel fees and expenses not to exceed $5,000) incurred by it in connection with or arising out of its services hereunder, except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct, and the Agent shall provide the Issuer with reasonable notice of any expenditure incurred that is not in the ordinary course of business.

Section 12.        Conditions. The Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees:

(a)          Agency. The Agent shall not be liable for any costs, expenses, damages, liabilities or claims hereunder, except to the extent directly arising out of the Agent’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. In acting under this Agreement and in connection with the Notes, the Agent is acting solely as agent of the Issuer and does not assume any responsibility for the correctness of the recitals in the Notes (except for the correctness of the statement in its certificate of authentication thereon) or any obligation or relationship of agency or trust, for or with any of the owners or Holders of the

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Notes. Nothing in this Agreement shall create a fiduciary relationship between the Agent, any Holders of the Notes or any other party.

(b)         Advice of Counsel. The Agent may consult with Issuer’s counsel or other independent counsel satisfactory to them, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)         Reliance. The Agent may rely, and shall be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond debenture, note, other evidence of indebtedness or other paper or document delivered to it or believed by it to be genuine and to have been signed or presented by the proper party or parties. The Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document.

(d)         Interest in the Notes, etc. The Agent, in its individual or any other capacity, may become the owner or pledgee of the Notes and may otherwise deal with the Issuer with the same rights as it would have if it were not the Agent.

(e)         Non-Liability for Interest. The Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer.

(f)         Certifications. Whenever in the administration of this Agreement the Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate delivered to the Agent and signed by the President, the Chief Executive Officer, the Chief Financial Officer, an Executive Vice President, the Treasurer, the Corporate Secretary, an Assistant Secretary or any Attorney-in-Fact of the Issuer.

(g)         No Implied Obligations. The duties and obligations of the Agent, with respect to matters governed by this Agreement, shall be determined solely by the express provisions hereof, and the Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and the Notes, as applicable, and no implied covenants or obligations shall be read into this Agreement or the Notes against the Agent. No provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h)         Enforceability of Rights. The rights, privileges, protections, immunities and benefits given to the Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Agent in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder.

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(i)          Agents. The Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(j)          Occurrences Beyond Reasonable Control. In no event shall the Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder, arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (it being understood that the Agent shall maintain a business continuity plan and otherwise use reasonable efforts which are consistent with accepted practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under the circumstances).

(k)         Damages. In no event shall the Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l)          Disclaimer. The recitals contained herein and in the Notes, except the Agent’s certificates of authentication, shall be taken as the statements of the Issuer, and the Agent (or any person authorized by the Agent to act on behalf of the Agent to authenticate the Notes (an “Authenticating Agent”)) assumes no responsibility for their correctness. The Agent makes no representations as to the validity or sufficiency of this Agreement or of the Notes. The Agent or any Authenticating Agent shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof.

(m)         Judicial Orders. If at any time the Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects this Agreement or the Notes (each, an “Order” and including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of funds), the Agent shall use reasonable efforts to provide the Issuer with written notice of Agent’s receipt of service as promptly as practicable under the circumstances (unless prohibited by applicable law or such Order), so that Issuer may, at its option, decide whether to seek a modification of any such Order. The Agent agrees that it will reasonably cooperate in all reasonable respects with Issuer’s efforts to obtain such modification. The Agent is authorized to comply with any such Order (regardless of whether Issuer successfully obtains a modification of the Order should it seek to do so) in any manner as the Agent or its legal counsel of its own choosing deems appropriate; provided, however, that the Agent shall delay compliance with an Order until any proceedings instituted by Issuer seeking modification of the Order have been resolved or until (based on the advice of Agent’s legal counsel) further delay in complying with the Order would expose Agent to penalties or sanctions for its failure to comply or would adversely affect the Agent’s ability to comply. If the Agent complies with any Order in accordance with the provisions of this paragraph, the Agent shall not be liable to any of the

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parties hereto or to any other person or entity even though such Order may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

(n)         Taxes. In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Agreement and the Notes in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Agent sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Agent can determine whether it has tax related obligations under Applicable Law and (ii) that the Agent shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law for which the Agent shall not have any liability. The terms of this Section 12(n) shall survive the termination of this Agreement.

(o)         Calculations. Except as otherwise provided herein, the Agent shall not be responsible for and accepts no liability with respect to determining, calculating or confirming any date, value or amount related to the Notes. It shall be the responsibility of the Issuer to notify the Agent in writing of same in timely fashion to the extent the Issuer has such information and to the extent the Agent is required to have such information to perform the duties and obligations of the Agent set forth herein or in the Notes.

Section 13.        Indemnification. Notwithstanding any satisfaction or discharge of any Notes, the Issuer shall indemnify the Agent and its directors, officers, agents and employees against any and all loss, liability, costs, damages, claims, actions, expenses or demands which it may incur or sustain or which may be made against it in connection with its appointment or the exercise of its powers and duties hereunder as well as the reasonable and documented costs, including the expenses and fees of counsel in defending any claim, action or demand, including any claim under this Section 13 (regardless of whether such claim, action or demand is brought by the Issuer), except such as may result from the Agent’s willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction. The Agent shall incur no liability and shall also be indemnified and held harmless by the Issuer for, or in respect of, any actions taken or suffered to be taken in good faith by the Agent in accordance herewith and in reliance upon the written (i) opinion or advice of counsel, (ii) instructions that are believed, in good faith, to be duly authorized by the Issuer, or (iii) that officers’ certificate, dated as of the date hereof, executed by officers of the Issuer and delivered to the Agent on the date hereof.

Section 14.        Resignation or Removal of the Agent.

(a)          Except as provided below, the Agent may, at any time, resign as Note Registrar, as Issuing Agent or as Paying Agent, by giving written notice to the Issuer of its intention to resign from any or all such offices, specifying the date on which its desired resignation shall become effective; provided that such notice shall be given not less than 45 days prior to the said effective date, unless the Issuer otherwise agrees in writing. Except as provided below, the Agent may be removed from any or all of the offices to which it is hereby appointed by the Issuer upon delivering to the Agent an instrument in writing signed by the Issuer specifying such removal and the date when such removal shall become effective (such effective date being at least 20 days after said filing).

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(b)          If at any time the Agent shall resign or be removed from any or all of the offices to which it is hereby appointed, then a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall be appointed by the Issuer by an instrument in writing delivered to the successor Note Registrar, Issuing Agent or Paying Agent, as the case may be. Upon the appointment as aforesaid of a successor Note Registrar, Issuing Agent or Paying Agent, as the case may be, and acceptance by the latter of such appointment, the former Note Registrar, Issuing Agent or Paying Agent, as the case may be, shall cease to hold such office.

(c)          Any successor Note Registrar, Issuing Agent or Paying Agent appointed hereunder shall execute and deliver to its predecessor and the Issuer an instrument accepting such appointment hereunder, and thereupon such successor Note Registrar, Issuing Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Note Registrar, Issuing Agent or Paying Agent hereunder, and such predecessor shall thereupon become obligated to transfer and deliver, and such successor shall be entitled to receive, copies of any relevant records maintained by such predecessor Note Registrar, Issuing Agent or Paying Agent.

(d)          Any corporation into which the Agent may be merged or converted or any corporation with which the Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Note Registrar, Issuing Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer.

(e)          The provisions of Sections 11 and 13 hereof shall survive any resignation or removal hereunder and the termination of this Agreement with respect to matters occurring prior to any such resignation or removal and the termination of this Agreement.

Section 15.         Event of Default Notification. The Issuer will promptly notify the Agent upon the occurrence of an Event of Default or of the curing of an Event of Default, and the Issuer will provide copies of any such notice of the occurrence of an Event of Default or the curing of an Event of Default to the Agent, whereupon the Agent will promptly mail by first-class mail, postage prepaid, copies of such notice to the Holders of the Notes in the Note Register at their respective addresses appearing in the Agent’s records. The Agent shall have no obligation to act as a fiduciary to the Holders of the Notes (or any other party) and shall have no duty to enforce this Agreement or the Notes against the Issuer.

Section 16.         Notices. All notices, instructions and communications between the parties hereto in connection with this Agreement shall be delivered in person, sent by letter, facsimile or other method acceptable to the recipient, in the case of the Issuer, to it at 21 Scarsdale Road, Yonkers, New York 10707, Attention: James P. Blose, with a copy to Squire Patton Boggs (US) LLP, 2550 M Street, NW, Washington, DC 20037, Attention: Abby E. Brown, and in the case of the Agent, to it at 100 Wall Street – Suite 1600, New York, New York 10005, Attention: Global Corporate Trust Services.

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The Agent shall have the right to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed by the Agent to be authorized to give instructions and directions on behalf of the Issuer. The Agent shall not have any duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Issuer; and the Agent shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of such reliance upon or compliance with such instructions or directions. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Agent, including without limitation the risk of the Agent acting on unauthorized instructions, and the risk of interception and misuse by third-parties.

Section 17.         Successors and Assigns. The rights, duties and obligations of the Issuer and the Agent hereunder shall inure, without further act, to their respective successors and assigns.

Section 18.         Amendments. This Agreement may be amended only by an instrument in writing signed by the Issuer and the Agent.

Section 19.         Counterparts. This Agreement may be executed in one or more counterparts and, if executed in one or more counterparts, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

Section 20.         Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 21.         Severability. In case any provision in this Agreement or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 22.         Waiver of Jury Trial. EACH OF THE AGENT AND THE ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 23.         Jurisdiction. Each of the Agent and the Issuer submits to the jurisdiction of the courts of the State of New York over any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby. Each of the parties waives any objection that it may have to the venue of any suit, action or proceeding with respect to this Agreement or the transactions contemplated hereby in any court of the State of New York or that such suit, action or proceeding brought in a court of the State of New York was brought in an inconvenient court and agrees not to plead or claim the same.

Section 24.         USA Patriot Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

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2001)) (as amended, modified or supplemented from time to time, the “USA Patriot Act”), the Agent, like all financial institutions, is required to obtain, verify, and record information that identified each person or legal entity that opens an account. The parties to this Agreement agree that they will provide the Agent with such information as the Agent may request in order for the Agent to satisfy the requirements of the USA Patriot Act.

Section 25.         No Subordination. The obligations of the Issuer under Sections 11 and 13 to compensate and indemnify the Agent and to pay or reimburse the Agent for expenses, disbursements and advances shall not be subject to the subordination provisions of the Notes.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

STERLING NATIONAL BANK,
as Issuer
By:	/s/ Luis Massiani
	Name:	Luis Massiani
	Title:	Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION,
as Issuing and Paying Agent and Note Registrar
By:	/s/ Beverly A. Freeney
	Name: Beverly A. Freeney
	Title: Vice President

[Signature Page to Issuing and Paying Agency Agreement]

EX-99.1

Exhibit 99.1

Sterling National Bank Announces Closing of Subordinated Notes Offering; Offering of $65 Million

MONTEBELLO, NY—(Marketwired)—September 2, 2016—Sterling National Bank (the “Bank”), a wholly owned subsidiary of Sterling Bancorp (NYSE: STL), today announced the closing of the previously announced private offering of $65 million aggregate principal amount of its 5.25% fixed-to-floating rate subordinated notes due 2026 (the “Notes”). The offering is a reopening of the Bank’s previous offering of $110 million aggregate principal amount of 5.25% fixed-to-floating rate subordinated notes due 2026, which closed on March 29, 2016 (the “Existing Notes”). The Notes will have terms that are identical to the terms of the Existing Notes (other than the date of settlement and the offering price), will have the same CUSIP and ISIN numbers as the Existing Notes, and will trade interchangeably with the Existing Notes. The original issue date of the Notes is March 29, 2016.

The Notes are fully fungible with, rank equally in right of payment with, and form a single series with, the Existing Notes. The Notes are unsecured, subordinated obligations of the Bank and are subordinated in right of payment to all of the Bank’s existing and future senior indebtedness, including claims of depositors and general creditors, and will rank equally in right of payment with the Existing Notes and any other unsecured, subordinated indebtedness that the Bank incurs in the future that ranks equally with the Notes. The Notes will bear interest at a fixed rate per annum of 5.25%, payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2016, until April 1, 2021. From and including April 1, 2021, the Notes will bear interest at a floating rate per annum equal to three-month LIBOR plus 3.937%, payable quarterly on January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2021, through maturity or earlier redemption. The Notes will mature on April 1, 2026, unless earlier redeemed in accordance with their terms.

The Notes are redeemable by the Bank, in whole or in part, on April 1, 2021, and on each interest payment date thereafter. The Notes are also redeemable by the Bank, in whole but not in part, at any time upon certain specified events. Any redemption will be at a redemption price equal to 100% of the principal amount of Notes redeemed, plus accrued and unpaid interest, and will be subject to, and require, prior regulatory approval. The Notes are not subject to early repayment at the option of holders thereof.

The Bank intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, funding potential acquisitions and other strategic business opportunities. As with the Existing Notes, the Notes are intended to qualify as Tier 2 capital for regulatory purposes.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and will be issued in reliance upon an exemption under Section 3(a)(2) of the Securities Act. The Notes may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The Notes are not savings accounts or deposits of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Forward-Looking Statements

This release may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may concern Sterling Bancorp’s and the Bank’s current expectations about their future results, plans, operations and prospects and involve certain risks, including the following: our ability to successfully implement strategic initiatives, grow revenues faster than we grow expenses, and to integrate and fully realize cost savings and other benefits we estimate in connection with acquisitions; a deterioration in general economic conditions, either nationally, internationally, or in

Source: Sterling Bancorp

our market areas, including extended declines in the real estate market and constrained financial markets; inflation; the effects of, and changes in, trade; changes in asset quality and credit risk; introduction, withdrawal, success and timing of business initiatives; capital management activities; customer disintermediation; and the success of Sterling Bancorp and the Bank in managing those risks. Other factors that could cause Sterling Bancorp’s and the Bank’s actual results to differ from those indicated in forward-looking statements are included in the “Risk Factors” section of Sterling Bancorp’s filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date they are made and we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

Sterling Bancorp Contact:

Luis Massiani, SEVP & Chief Financial Officer +1- 845-369-8040