X0303 5 2010-12-31 0 0 0 0000093451 STERLING BANCORP STL 0001136822 CAPPELLI LOUIS J 650 FIFTH AVENUE, 4TH FL NEW YORK NY 10019 1 1 0 0 Chairman & CEO Common Stock 744928 D Common Stock 6602 I By IRA Common Stock 711 I By Spouse Non-qualified Stock Option (right to buy) 14.6 2003-02-06 2012-02-06 Common Stock 47250 47250 D Includes 21,939 restricted common stock issued March 25, 2010 pursuant to the Sterling Bancorp Stock Incentive Plan consistent with the requirements of the TARP Interim Final Rule. The shares will vest 50%, 25% and 25% on the second, third and fourth anniversaries of the grant date, subject to (1) accelerated vesting upon death, disability and change in control and (2) continued vesting upon retirement after the second anniversary of the grant date subject to compliance with a non-compete. The restricted stock will be transferable in 25% increments in accordance with the Company's repayment of the TARP funds. Owned beneficially and of record by Virginia M. Cappelli, wife of Louis J. Cappelli. Louis J. Cappelli expressly declares that the filing of the Annual Statement of Changes shall not be construed as an admission that he is, for the purpose of Section 16 of this Act, the beneficial owner of any of the securities in this note and he hereby disclaims any beneficial ownership of the securities by this note. Louis J. Cappelli 2011-01-11