X0303 4 2011-03-24 0 0000093451 STERLING BANCORP STL 0001238057 APPLEBAUM HOWARD M 650 FIFTH AVENUE NEW YORK NY 10019-6108 1 0 0 0 Restricted Common Stock 2011-03-24 4 A 0 2374 9.71 A 42308 D Issued 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. Howard M Applebaum 2011-03-25