X0303 5 2010-12-31 0 0 0 0000093451 STERLING BANCORP STL 0001393461 Robinson Eliot S 650 FIFTH AVENUE 4TH FLOOR NEW YORK NY 10019 0 1 0 0 EVP Sterling National Bank Common Stock 19035 D Common Stock 10874 I By 401(k) Incentive Stock Option 14.6 2003-02-06 2011-02-06 Common Stock 14175 14175 D Non-qualified Stock Option 26.94 2005-12-19 2011-03-22 Common Stock 10500 10500 D Non-qualified Stock Option (right to buy) 17.99 2010-03-15 2017-03-15 Common Stock 10000 10000 D Includes 2,003 shares of restricted common stock issued March 25, 2010 pursuant to the Sterling Bancorp Stock Incentive Plan consistent with the requirements of the TARP Interim 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. Options become exercisable in three installments on the first anniversary of the grant, for a term of 10 years from the date of grant (first exercisable date listed). On December 15, 2005 the Board of Directors voted to accelerate the vesting and exercisability of any outstanding unvested and unexercisable non-qualified stock options granted to officers on March 22, 2005 effective as of December 19, 2005; provided, however, that transfer of shares acquired by such exercise is restricted until the date that the option would have been exercisable prior to such change. Such restrictions on transfer will expire as to 10% of the grant on the first anniversary of the date of the grant; an additional 15% of the grant on the second anniversary of the date of the grant; an additional 25% of the grant on the third anniversary of the date of the grant and the remaining 50% of the grant on the fourth anniversary of the date of the grant. Non-qualified stock options become exercisable commencing on the fifth anniversary of the grant for a term of 10 years from grant date (first exercisable date listed). Eliot S. Robinson 2011-01-11