X0304 5 2011-12-31 0 0 0 0000093451 STERLING BANCORP stl 0001136822 CAPPELLI LOUIS J 650 FIFTH AVENUE NEW YORK NY 10019 1 1 0 0 Chairman and CEO Common Stock 765782 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 shares of restricted common stock issued March 25, 2010 and 20,854 shares of restricted common stock issued on March 24, 2011, pursuant to the Sterling Bancorp Stock Incentive Plan. The shares vest 50%, 25% and 25% on the second, third and fourth anniversaries of the respective grant dates 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. On August 25, 2011, the Reporting Person caused 166,147 of the Issuer's common shares held by a grantor retained annuity trust ("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. 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 purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the securities in this note and he hereby disclaims beneficial ownership of the securities by this note. Louis J. Cappelli 2012-02-14