X0304 4 2011-08-25 0 0000093451 STERLING BANCORP stl 0001136822 CAPPELLI LOUIS J 650 FIFTH AVENUE 4TH FLOOR NEW YORK NY 10019 1 1 0 0 Chairman and CEO Common Share, par value $1.00 per share 2011-08-25 5 J 0 E 166147 0 D 765782 D On August 25, 2011, the Reporting Person caused 166,147 of the Issuer's common shares held by a grantor retained annuity trust (the "GRAT") to be distributed to its beneficiaries, and such beneficiaries immediately contributed all of the Issuer's shares received from the GRAT to a limited liability company of which the Reporting Person is the sole managing member. Such distribution and subsequent contribution were exempt from Section 16(a)-13 under the Securities Exchange Act of 1934, as amended. Includes 21,939 restricted common shares issued on March 25, 2010, and 20,584 restricted common shares issued on March 24, 2011, 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. Also includes 166,147 of the Issuer's common shares held through a limited liability company. Louis J. Cappelli 2011-08-26