PROVIDENT NEW YORK BANCORP (Form: 8-K, Received: 11/01/2013 08:01:31)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 31, 2013

STERLING BANCORP

(Exact name of registrant as specified in its charter)

Delaware		001-35385		80-0091851
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

400 Rella Boulevard, Montebello, New York		10901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (845) 369-8040

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

Effective October 31, 2013, Sterling Bancorp (previously, Provident New York Bancorp, the “ Company ”) completed its previously announced merger (the “ Merger ”) with legacy Sterling Bancorp (“ Legacy Sterling ”) pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of April 3, 2013 between the Company and Legacy Sterling. At closing, Legacy Sterling merged with and into the Company, with the Company surviving the merger as the surviving corporation. Also at closing, the Company changed its name from “Provident New York Bancorp” to “Sterling Bancorp” and changed its ticker symbol to “STL”. Pursuant to the Merger Agreement, holders of Legacy Sterling common stock have a right to receive 1.2625 shares of common stock of the Company, par value $0.01 per share (the “ Company Common Stock ”) for each share of Legacy Sterling common stock held immediately prior to the effective time of the Merger, with cash to be paid in lieu of fractional shares. Each outstanding share of the Company’s Common Stock remained outstanding and was unaffected by the Merger. Each option granted by Legacy Sterling to purchase shares of Legacy Sterling common stock was converted into an option to purchase Company Common Stock on the same terms and conditions as were applicable prior to the Merger (taking into account any acceleration or vesting by reason of the consummation of the Merger and its related transactions), subject to adjustment of the exercise price and the number of shares of Company Common Stock issuable upon exercise of such option based on the 1.2625 exchange ratio.

Immediately following the Merger, Provident Bank, a federal savings association and a wholly-owned subsidiary of the Company, converted into a national bank and Legacy Sterling’s wholly-owned subsidiary, legacy Sterling National Bank (“ Legacy Sterling National Bank ”) merged (the “ Bank Merger ”) with and into Provident Bank, with Provident Bank as the surviving entity. In connection with the Bank Merger, Provident Bank changed its name to “Sterling National Bank”.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

In connection with the Merger, pursuant to a First Supplemental Indenture (the “ Supplemental Indenture ”), dated as of October 31, 2013, among the Company, Legacy Sterling and The Bank of New York Mellon, the Company assumed the performance of the covenants to be performed by Legacy Sterling under the Junior Subordinated Indenture (the “ Indenture ”), dated as of February 27, 2002, between Legacy Sterling and the Bank of New York, as Trustee, relating to debt securities issued by Legacy Sterling, and the due and punctual payment of the principal of, and premium, if any, and interest on the 25.8 million of 8.375% junior subordinated debt securities issued under the Indenture.

In addition, pursuant to an Assumption of Guarantee Agreement (the “ Assumption Agreement ”), dated as of October 31, 2013, between the Company and Legacy Sterling, the Company assumed all of Legacy Sterling’s rights, duties and obligations in and arising under the Guarantee Agreement, dated as of February 27, 2002, between Legacy Sterling and the Bank of New York relating to Legacy Sterling’s guarantee of the due and punctual payment of principal and interest on the 8.375% Cumulative Trust Preferred Securities issued by Sterling Bancorp Trust I, a statutory business trust created under the laws of Delaware (the “ Issuer Trust ”). The sole assets of the Issuer Trust are the 8.375% junior subordinated debt securities issued under the Indenture.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Form of Indenture, the Supplemental Indenture and the Assumption Agreement, which are incorporated herein by reference as Exhibits 4.2, 4.3 and 4.4. In addition, the information set forth under the captions “Sterling Bancorp Trust I,” “Description of Preferred Securities,” “Description of Subordinated Debentures,” and “Description of Guarantee” in the prospectus filed by Legacy Sterling with the Securities and Exchange Commission on February 21, 2002, which forms a part of the Registration Statement on Form S-3 of Legacy Sterling and the Issuer Trust (File Nos. 333-82296 and 333-82296-01) (the “ Legacy Sterling Registration Statement ”), is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the consummation of the Merger, Dennis L. Coyle, Victoria Kossover, George Strayton, Thomas F. Jauntig, Jr., Carl J. Rosenstock and R. Michael Kennedy resigned as members of the Board of Directors of the Company and its wholly-owned bank subsidiary, Sterling National Bank. The resignations of Ms. Kossover and Messrs. Coyle, Strayton, Jauntig, Rosenstock and Kennedy were not the result, in whole or in part, of any disagreement with the Company or the Company’s management.

Effective upon the consummation of the Merger, Louis J. Cappelli, John C. Millman, Fernando Ferrer, James B. Klein, Robert Abrams and Robert W. Lazar, each of whom were members of the Board of Directors of Legacy Sterling immediately prior to the Merger, became members of the Board of Directors of the Company and its wholly-owned bank subsidiary, Sterling National Bank. Mr. Cappelli has been appointed to serve as Chairman of the Board of Directors of the Company and Sterling National Bank.

The Audit Committee of the Company will be chaired by Burt Steinberg and will also include Navy E. Djonovic and Messrs. Ferrer and Lazar. The Compensation Committee of the Company will be chaired by William F. Helmer and will also include Messrs. Abrams, Lazar and Steinberg. The Nominating and Corporate Governance Committee of the Company will be chaired by Mr. Abrams and will also include Messrs. Helmer and Klein and Richard O’Toole. The Enterprise Risk Committee of the Company will be chaired by Mr. Ferrer and will also include Mr. Cappelli, James F. Deutsch, Thomas G. Kahn, Jack L. Kopnisky, and Mr. Millman. The Executive Committee of the Company will be chaired by Mr. Cappelli and will also include Messrs. Abrams, Helmer, Ferrer, Kopnisky and Steinberg.

In connection with the completion of the Merger, the previously disclosed services and covenant agreements that each of Messrs. Cappelli and Millman had entered into with the Company became effective and Mr. Cappelli was granted an award of 255,973 restricted stock units pursuant to the terms of his services and covenant agreement. Copies of the services and covenant agreements with Messrs. Cappelli and Millman as well as the form of Mr. Cappelli’s restricted stock unit award agreement are attached as Exhibits 10.1, 10.2, and 10.3 hereto, respectively, and incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of each of the agreements.

In addition, effective upon the consummation of the Merger, Daniel G. Rothstein will no longer serve as General Counsel and Chief Risk Officer of the Company. Mr. Rothstein will continue to provide services to the Company following the Merger and will assist with post-Merger transition and integration processes.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 31, 2013, in connection with the Merger, the Company filed an Amended Certificate of Incorporation (the “ Name Change Certificate of Incorporation ”) with the Secretary of State of Delaware to change the name of the Company from “Provident New York Bancorp” to “Sterling Bancorp”, as contemplated by the Merger Agreement (the “ Name Change ”) and increase the amount of authorized Company Common Stock. The foregoing description of the Name Change Certificate of Incorporation is qualified in its entirety by reference to the full text of the Name Change Certificate of Incorporation, which is included as Exhibit 3.1 hereto and is incorporated herein by reference.

As disclosed on the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 9, 2013, on April 3, 2013, in connection with the Merger, the Board of Directors of the Company adopted a resolution amending the Company’s Bylaws (the “ Bylaw Amendment ”), effective as of the consummation of the Merger, to reflect the Name Change and give effect to provisions of the Merger Agreement concerning the composition of the Board of Directors and the Chairman and President and Chief Executive Officer positions of the Company following the consummation of the Merger. The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of the amended Bylaws of the Company, which is included as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

On November 1, 2013, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K (this “ Report ”) no later than 71 days following the date that this Report is required to be filed.

(b) Pro forma financial information.

Pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of April 3, 2013, between the Company and Legacy Sterling (attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 9, 2013, and incorporated herein by reference).
3.1		Certificate of Incorporation of the Company, as amended.
3.2		Bylaws of the Company, as amended.
4.1		Form of Common Stock Certificate of the Company.
4.2		Form of Junior Subordinated Indenture between Legacy Sterling and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(b) to the Legacy Sterling Registration Statement).
4.3		First Supplemental Indenture, dated as of October 31, 2013, among Legacy Sterling, the Company and The Bank of New York Mellon.
4.4		Assumption of Guarantee Agreement, dated as of October 31, 2013, between Provident New York Bancorp and Sterling Bancorp.
10.1		Services and Covenant Agreement, dated as of April 3, 2013, by and between Provident New York Bancorp and Louis J. Cappelli.
10.2		Services and Covenant Agreement, dated as of April 3, 2013, by and between Provident New York Bancorp and John C. Millman.
10.3		Form of Restricted Stock Unit Award Agreement.
99.1		Press Release, dated November 1, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STERLING BANCORP

Date: November 1, 2013	By:	/s/ Luis Massiani
	Name:	Luis Massiani
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF INCORPORATION

STERLING BANCORP

(name changed to Provident New York Bancorp 6/29/05;

name changed to Sterling Bancorp 10/31/13)

FIRST : The name of the Corporation is Sterling Bancorp (hereinafter referred to as the “Corporation”).

SECOND : The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the registered agent at that address is Corporation Service Company.

THIRD : The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH :

A. The total number of shares of all classes of stock that the Corporation shall have authority to issue is two hundred million (200,000,000) consisting of:

1. Ten million (10,000,000) shares of Preferred Stock, par value one cent ($0.01) per share (the “Preferred Stock”); and

2. One hundred and ninety million (190,000,000) shares of Common Stock, par value one cent ($0.01) per share (the “Common Stock”).

B. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

C. 1. Notwithstanding any other provision of this Certificate of Incorporation or the bylaws of the Corporation, in no event shall any record owner of any outstanding Common Stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then—outstanding shares of Common Stock (the “Limit”), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit. The number of votes which may be cast by any record owner by virtue of the provisions hereof in respect of Common Stock beneficially owned by such person owning shares in excess of the Limit shall be a number equal

to the total number of votes which a single record owner of all Common Stock owned by such person would be entitled to cast subject to this Section C of this Article FOURTH, multiplied by a fraction, the numerator of which is the number of shares of such class or series which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of shares of Common Stock beneficially owned by such person owning shares in excess of the Limit.

2. The following definitions shall apply to this Section C of this Article FOURTH:

(a) “Affiliate” shall have the meaning ascribed to it in Rule 12b—2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of filing of this Certificate of Incorporation.

(b) “Beneficial ownership” shall be determined pursuant to Rule 13d—3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d—3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d—3 as in effect on the date of filing of this Certificate of Incorporation; provided, however, that a person shall, in any event, also be deemed the “beneficial owner” of any Common Stock:

(1) which such person or any of its Affiliates beneficially owns, directly or indirectly; or

(2) which such person or any of its Affiliates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with this Corporation to effect any transaction which is described in any one or more clauses of Section A of Article EIGHTH) or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such person nor any such Affiliate is otherwise deemed the beneficial owner); or

(3) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of this Corporation;

and provided further, however, that (1) no Director or Officer of this Corporation (or any Affiliate of any such Director or Officer) shall, solely by reason of any or all of such Directors or Officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any Common Stock beneficially owned by another such Director or Officer (or any Affiliate thereof), and (2) neither any employee stock ownership plan or similar plan of this Corporation or any subsidiary of this Corporation, nor any trustee with respect thereto or any Affiliate of such trustee (solely by reason of such capacity of such trustee), shall be deemed, for any purposes hereof, to beneficially own any Common Stock held under any such plan. For purposes of computing the percentage of beneficial ownership of Common Stock of a person, the outstanding Common Stock shall include shares deemed owned by such person through application of this subsection but shall not include any other Common Stock which may be issuable by this Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding Common Stock shall include only Common Stock then outstanding and shall not include any Common Stock which may be issuable by this Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise.

3. The Board of Directors shall have the power to construe and apply the provisions of this Section C of Article FOURTH and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to (i) the number of shares of Common Stock beneficially owned by any person, (ii) whether a person is an Affiliate of another, (iii) whether a person has an agreement, arrangement, or understanding with another as to the matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of this section to the given facts, or (v) any other matter relating to the applicability or effect of this Section C of Article FOURTH.

4. The Board of Directors shall have the right to demand that any person who is reasonably believed to beneficially own Common Stock in excess of the Limit (or holds of record Common Stock beneficially owned by any person in excess of the Limit) supply the Corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such person who is reasonably believed to own shares in excess of the Limit, and (ii) any other factual matter relating to the applicability or effect of this Section C of Article FOURTH as may reasonably be requested of such person.

5. Except as otherwise provided by law or expressly provided in this Section C of Article FOURTH, the presence, in person or by proxy, of holders of a majority of the shares of capital stock of the Corporation entitled to vote at the meeting (after giving effect, if required, to the provisions of this Section C of Article FOURTH) shall constitute a quorum at all meetings of the stockholders (unless or except to the extent that the presence of a larger number may be required by law), and every reference in this Certificate of Incorporation to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to

such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock (after giving effect, if required, to the provisions of this Section C of Article FOURTH).

6. Any constructions, applications, or determinations made by the Board of Directors pursuant to this Section C of Article FOURTH in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the Corporation and its stockholders.

7. In the event any provision (or portion thereof) of this Section C of Article FOURTH shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section C of Article FOURTH shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of this Corporation and its stockholders that such remaining provision (or portion thereof) of this section remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including stockholders owning an amount of stock over the Limit, notwithstanding any such finding.

FIFTH : The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its Directors and stockholders:

A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, the Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

B. The Directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. Stockholders shall not be permitted to cumulate their votes for the election of Directors.

C. Subject to the rights of any class or series of Preferred Stock of the Corporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

D. Special meetings of stockholders of the Corporation may be called (i) by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directorships (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) (the “Whole Board”) or (ii) as otherwise provided in the Bylaws.

SIXTH :

A. The number of Directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. The Directors shall be divided into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the

annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter. At each annual meeting of stockholders following such initial classification and election, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the Directors then in office, though less than a quorum, and Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

C. Advance notice of stockholder nominations for the election of Directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any Director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 80 percent of the voting power of all of the then—outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the provisions of Article FOURTH of this Certificate of Incorporation (“Article FOURTH”)), voting together as a single class.

SEVENTH : The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of the majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least 80 percent of the voting power of all of the then—outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the provisions of Article FOURTH), voting together as a single class, shall be required to adopt, amend or repeal any provisions of the Bylaws of the Corporation.

EIGHTH :

A. In addition to any affirmative vote required by law or this Certificate of Incorporation, and except as otherwise expressly provided in this section:

1. any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or

2. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder, or any Affiliate of any Interested Stockholder, of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) equaling or exceeding 25% or more of the combined assets of the Corporation and its Subsidiaries; or

3. the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value (as hereinafter defined) equaling or exceeding 25% of the combined Fair Market Value of the then—outstanding common stock of the Corporation and its Subsidiaries, except pursuant to an employee benefit plan of the Corporation or any Subsidiary thereof; or

4. the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of an Interested Stockholder; or

5. any reclassification or combination of securities, or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportional share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by an Interested Stockholder or any Affiliate of an Interested Stockholder;

shall require the affirmative vote of the holders of at least 80% of the voting power of the then—outstanding shares of stock of the Corporation entitled to vote in the election of Directors (the “Voting Stock”) (after giving effect to the provision of Article FOURTH), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or by any other provisions of this Certificate of Incorporation or any Preferred Stock Designation or in any agreement with any national securities exchange or otherwise.

The term “Business Combination” as used in this Article EIGHTH shall mean any transaction which is referred to in any one or more of paragraphs 1 through 5 of Section A of this Article EIGHTH.

B. The provisions of Section A of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote (after giving effect, if required, to the provisions of Section C of Article FOURTH), or such vote as is required by law or by this Certificate of Incorporation, if, in the case of any Business Combination that does not involve any cash or other consideration being received by the stockholders of the Corporation solely in their capacity as stockholders of the Corporation, the condition specified in the following paragraph 1 is met or, in the case of any other Business Combination, all of the conditions specified in either of the following paragraphs 1 or 2 are met:

1. The Business Combination shall have been approved by two—thirds of the Disinterested Directors (as hereinafter defined).

2. All of the following conditions shall have been met:

(a) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by the holders of Common Stock in such Business Combination shall at least be equal to the higher of the following:

(1) (if applicable) the Highest Per Share Price (as hereinafter defined), including any brokerage commissions, transfer taxes and soliciting dealers’ fees, paid by the Interested Stockholder or any of its Affiliates for any shares of Common Stock acquired by it (i) within the two—year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”), or (ii) in the transaction in which it became an Interested Stockholder, whichever is higher.

(2) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (such latter date is referred to in this Article EIGHTH as the “Determination Date”), whichever is higher.

(b) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any class of outstanding Voting Stock other than Common Stock shall be at least equal to the highest of the following (it being intended that the requirements of this subparagraph (b) shall be required to be met with respect to every such class of outstanding Voting Stock, whether or not the Interested Stockholder has previously acquired any shares of a particular class of Voting Stock):

(1) (if applicable) the Highest Per Share Price (as hereinafter defined), including any brokerage commissions, transfer taxes and soliciting dealers’ fees, paid by the Interested Stockholder for any shares of such class of Voting Stock acquired by it (i) within the two—year period immediately prior to the Announcement Date, or (ii) in the transaction in which it became an Interested Stockholder, whichever is higher;

(2) (if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(3) the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher.

(c) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Stockholder has paid for shares of such class of Voting Stock. If the Interested Stockholder has previously paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration to be received per share by holders of shares of such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by the Interested Stockholder. The price determined in accordance with subparagraph B.2 of this Article EIGHTH shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

(d) After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (1) except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding stock having preference over the Common Stock as to dividends or liquidation; (2) there shall have been (i) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Disinterested Directors, and (ii) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure to so increase such annual rate is approved by a majority of the Disinterested Directors; and (3) neither such Interested Stockholder or any of its Affiliates shall have become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder.

(e) After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(f) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be

mailed to stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

C. For the purposes of this Article EIGHTH:

1. A “Person” shall include an individual, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities.

2. “Interested Stockholder” shall mean any person (other than the Corporation or any holding company or Subsidiary thereof) who or which:

(a) is the beneficial owner, directly or indirectly, of more than 10% of the voting power of the outstanding Voting Stock; or

(b) is an Affiliate of the Corporation and at any time within the two—year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then—outstanding Voting Stock; or

(c) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two—year period immediately prior to the date in question beneficially owned by an Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

3. For purposes of this Article EIGHTH, “beneficial ownership” shall be determined in the manner provided in Section C of Article FOURTH hereof.

4. “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b—2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of filing of this Certificate of Incorporation.

5. “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in paragraph 2 of this section, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

6. “Disinterested Director” means any member of the Board of Directors who is unaffiliated with the Interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any Director who is thereafter chosen to fill any vacancy of the Board of Directors or who is elected and who, in either event, is unaffiliated with the Interested

Stockholder and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of Disinterested Directors then on the Board of Directors.

7. “Fair Market Value” means: (a) in the case of stock, the highest closing sales price of the stock during the 30—day period immediately preceding the date in question of a share of such stock on the National Association of Securities Dealers Automated Quotation System or any system then in use, or, if such stock is admitted to trading on a principal United States securities exchange registered under the Securities Exchange Act of 1934, Fair Market Value shall be the highest sales price reported during the 30—day period preceding the date in question, or, if no such quotations are available, the Fair Market Value on the date in question of a share of such stock as determined by the Board of Directors in good faith, in each case with respect to any class of stock, appropriately adjusted for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock, and (b) in the case of property other than cash or stock, the Fair Market Value of such property on the date in question as determined by the Board of Directors in good faith.

8. Reference to “Highest Per Share Price” shall in each case with respect to any class of stock reflect an appropriate adjustment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.

9. In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in subparagraphs (a) and (b) of paragraph 2 of Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

D. A majority of the Directors of the Corporation shall have the power and duty to determine for the purposes of this Article EIGHTH, on the basis of information known to them after reasonable inquiry: (a) whether a person is an Interested Stockholder; (b) the number of shares of Voting Stock beneficially owned by any person; (c) whether a person is an Affiliate or Associate of another; and (d) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value equaling or exceeding 25% of the combined Fair Market Value of the common stock of the Corporation and its Subsidiaries. A majority of the Directors shall have the further power to interpret all of the terms and provisions of this Article EIGHTH.

E. Nothing contained in this Article EIGHTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

F. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by

law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least 80 percent of the voting power of all of the then—outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repeal this Article EIGHTH.

NINTH : The Board of Directors of the Corporation, when evaluating any offer of another Person (as defined in Article EIGHTH hereof) to (A) make a tender or exchange offer for any equity security of the Corporation, (B) merge or consolidate the Corporation with another corporation or entity or (C) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation, may, in connection with the exercise of its judgment in determining what is in the best interest of the Corporation and its stockholders, give due consideration to all relevant factors, including, without limitation, the social and economic effect of acceptance of such offer on: the Corporation’s present and future customers and employees and those of its Subsidiaries (as defined in Article EIGHTH hereof); the communities in which the Corporation and its Subsidiaries operate or are located; the ability of the Corporation to fulfill its corporate objectives as a savings or bank holding company; and the ability of its subsidiary bank to fulfill its corporate objectives under applicable statutes and regulations.

TENTH :

A. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director or an Officer of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director, Officer, employee or agent or in any other capacity while serving as a Director, Officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B. The right to indemnification conferred in Section A of this Article TENTH shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director of Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial

decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article TENTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

C. If a claim under Section A or B of this Article TENTH is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in this Article TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article TENTH with

respect to the indemnification and advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH : A Director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

TWELFTH : The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least 80 percent of the voting power of all of the then—outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the provisions of Article FOURTH), voting together as a single class, shall be required to amend or repeal this Article TWELFTH, Section C of Article FOURTH, Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH or Article TENTH.

THIRTEENTH : The name and mailing address of the sole incorporator are as follows:

Name		Mailing Address

Edward A. Quint		5335 Wisconsin Avenue, N.W.
		Suite 400
		Washington, D.C. 20015

Exhibit 3.2

Amended and Restated Bylaws of Sterling Bancorp

BYLAWS

STERLING BANCORP

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

A. An annual meeting of the stockholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

B. Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice with respect to such meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this section.

C. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (2) such business must be a proper matter for stockholder action under the General Corporation Law of the State of Delaware, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in sub clause (c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees

proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice and (4) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this section. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 90 days prior to the date of the Corporation’s proxy materials for the preceding year’s annual meeting of stockholders (“Proxy Statement Date”); provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the 10 th day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the elections of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

D. Notwithstanding anything in the second sentence of the third paragraph of this Section 1 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 85 days prior to the Proxy Statement Date, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10 th day following the day on which such public announcement is first made by the Corporation.

E. Only persons nominated in accordance with the procedures set forth in this Section 1 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in

accordance with the procedures set forth in this section. The chairman of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

F. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones New Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

G. Notwithstanding the foregoing provisions of this Section 1, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 1. Nothing in this Section 1 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 2. Special Meetings.

A. Special meetings of the stockholders, other than those required by statute, may be called at any time by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. The Board of Directors may postpone or reschedule any previously scheduled special meeting.

B. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of record of the Corporation who is a stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in Section 1 of this ARTICLE I. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice required by the third paragraph of Section 1 of this ARTICLE I shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90 th day prior to such special meeting or the 10 th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected as such meeting.

C. Notwithstanding the foregoing provisions of this Section 2, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 2. Nothing in this Section 2 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 3. Notice of Meetings.

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy (after giving effect to the provisions of ARTICLE FOURTH of the Corporation’s Certificate of Incorporation), shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of those represented in person or by proxy (after giving effect to the provisions of ARTICLE FOURTH of the Corporation’s Certificate of Incorporation) shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present in person or by proxy constituting a quorum, then except as otherwise required by law, those present in person or by proxy at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

Such person as the Board of Directors may have designated or, in the absence of such a person, the Chairman of the Board of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 6. Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders, will vote at the meeting shall be announced at the meeting.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Any facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph, may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

All voting, including on the election of Directors but excepting where otherwise required by law or by the governing documents of the Corporation, may be made by a voice vote; provided, however, that upon demand therefore by a stockholder entitled to vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedures established for the meeting. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

All elections of Directors shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting in the manner provided by law.

The stock list shall also be open to the examination of any such stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 9. Consent of Stockholders in Lieu of Meeting.

Subject to the rights of the holders of any class of series of preferred stock of the Corporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE II - BOARD OF DIRECTORS

Section 1. General Powers, Number and Term of Office.

The business and affairs of the Corporation shall be under the direction of its Board of Directors. The number of Directors who shall constitute the Whole Board shall be such number as the Board of Directors shall from time to time have designated, except in the absence of such designation such number shall be thirteen (13). Amended 2-15-07 . The Board of Directors shall annually elect a Chairman of the Board from among its members who shall, when present, preside at its meetings.

The Directors, other than those who may be elected by the holders of any class or series of Preferred Stock, shall be divided, with respect to the time for which they severally hold office, into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years, thereafter, with each Director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each Director to hold office until his or her successor shall have been duly elected and qualified.

Section 2. Vacancies and Newly Created Directorships.

Subject to the rights of the holders of any class or series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause may be filled only by a majority vote of the Directors then in office (and not by stockholders), though less than a quorum, and Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such Director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent Director.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all Directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called by one-third (1/3) of the Directors then in office (rounded up to the nearest whole number), by the Chairman of the Board, or the President and shall be held at such place, on such date, and at such time as they, or he or she, shall fix. Notice of the place, date, and time of each such special meeting shall be given each Director by whom it is not waived by mailing notice not less than two (2) days before the meeting or by telegraphing or telexing or by facsimile transmission or electronic transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. (Amended 10.28.10)

Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings By Conference Telephone.

With the approval of the Chairman of the Board, or the person acting in that capacity, members of the Board of Directors may participate in a meeting of such Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at such meetings. (Amended 3-26-09)

Section 7. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the Directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic from if the minutes are maintained in electronic form.

Section 8. Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1) To declare dividends, from time to time in accordance with law;

(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any Officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any Officer upon any other person for the time being;

(5) To confer upon any Officer of the Corporation the power to appoint, remove and suspend subordinate Officers, employees and agents;

(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for Directors, Officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for Directors, Officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as Directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Chairman and CEO Positions; Board Composition.

(a) The Board of Directors has resolved that, effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 3, 2013, by and between Sterling Bancorp (“ Sterling ”) and the Corporation, as the same may be amended from time to time (the “ Merger Agreement ”)) and notwithstanding any other provision of these Bylaws that may be to the contrary, Louis J. Cappelli shall serve as Chairman of the Board of Directors and Jack Kopnisky shall serve as President and Chief Executive Officer of the Corporation.

(b) Effective as of the Effective Time, the Board of Directors of the Corporation shall be comprised of thirteen (13) directors, of which seven (7) shall be former members of the Board of Directors of the Corporation chosen by the Corporation (the “ Former Provident Directors ”), including Jack Kopnisky, and six (6) of which shall be former members of the Board of Directors of Sterling chosen by Sterling (the “ Former Sterling Directors ”), including Louis J. Cappelli and John Millman, and the Former Sterling Directors and Former Provident Directors shall be apportioned among the three classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former Sterling Directors by class shall be as determined by Sterling, and the placement of specific Former Provident Directors by class shall be as determined by Provident, in each case subject to the preceding sentence. Each of the Former Provident Directors and Former Sterling Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions. At, or immediately after, the Effective Time, the committees of the Board of Directors shall be reconstituted, with members of the committees and their respective chairpersons to be recommended by the Chairman of the Board of Directors at, or immediately after, the Effective Time, in accordance with Article III, Section 1 of these Bylaws.

(c) The removal of Jack Kopnisky or Louis J. Cappelli from, or the failure to appoint or re-elect Jack Kopnisky or Louis J. Cappelli to, any of the positions specifically provided for in this Section 10, and any amendment to or termination of any employment agreement with Jack Kopnisky or the Service and Covenant Agreement with Louis J. Cappelli, prior to the three year anniversary of the Effective Time, and any determination not to nominate Jack Kopnisky or Louis J. Cappelli as a director of the Corporation, prior to the three year anniversary of the Effective Time, shall each require the affirmative vote of at least 75% of the full Board of Directors.

(d) The provisions of this Section 10 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 10 may be adopted, only by an affirmative vote of at least 75% of the full Board of Directors. In the

event of any inconsistency between any provision of this Section 10 and any other provision of these Bylaws or the Corporation’s other constituent documents, the provisions of this Section 10 shall control.

(Note: Article II, Section 10— Age Limitation deleted 5-24-07; Stock Ownership requirement deleted 12.20.2011; residency requirement deleted 10.25.2012; Sterling Merger changes 10-31-2013)

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for these committees and any others provided for herein, elect a Director or Directors to serve as the member or members, designating, if it desires, other Directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Committees and committee membership shall be recommended to the Board of Directors by the Chairman of the Board of Directors. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of three (3) members, in which case two (2) members shall constitute a quorum, or unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic from if the minutes are maintained in electronic form.

Section 3. Nominating Committee.

The Board of Directors shall appoint a committee of the Board, consisting of not less than three (3) members, which shall have authority (a) to review any nominations for election to the Board of Directors made by a stockholder of the Corporation pursuant to

Section 1(B.)(c) of ARTICLE I of these Bylaws in order to determine compliance with such Bylaw and (b) to recommend to the independent Directors nominees for election to the Board of Directors to replace those Directors whose terms expire at the annual meeting of stockholders next ensuing.

Section 4. Participation in Meetings By Conference Telephone.

Members of any committee, with the approval of the chairperson of that committee, or the person acting in that capacity, may participate in a meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating the meeting can hear each other. Such participation shall constitute presence in person at such meetings. (Amended 3-26-09)

ARTICLE IV - OFFICERS

Section 1. Generally.

(a) The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a Chairman of the Board, a President, one or more Vice Presidents, and a Secretary and from time to time may choose such other officers as it may deem proper. Either the Chairman of the Board or the President may be designated by the Board of Directors as the Chief Executive Officer. The Chairman of the Board shall be chosen from among the Directors. Any number of offices may be held by the same person. (Amended 10.28.10)

(b) The term of office of all Officers shall be until the next annual election of Officers and until their respective successors are chosen but any Officer may be removed from office at any time by the affirmative vote of a majority of the authorized number of Directors then constituting the Board of Directors (without prejudice to contract rights under any employment agreement that may have been entered into).

(c) All Officers chosen by the Board of Directors shall have such powers and duties as generally pertain to their respective Offices, subject to the specific provisions of this ARTICLE IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

Section 2. Chairman of the Board of Directors.

The Chairman of the Board shall, subject to the provisions of these Bylaws and to the direction of the Board of Directors, when present, preside at all meetings of the stockholders of the Corporation and of the Board of Directors; provided, however, that the Chairman shall not, by reason of such office, be considered an executive officer of the Corporation and, unless otherwise determined by the Board of Directors, shall not be assigned executive responsibilities or participate in the full operational management of the Corporation . The Chairman of the Board shall perform all duties and have all powers

commonly incident to a Chairman position, including those which are expressly delegated to him or her by the Board of Directors.

Section 3. Chief Executive Officer; President.

(a) The Chief Executive Officer shall have general responsibility for the management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the offices of Chief Executive Officer or which are delegated to him or her by the Board of Directors. Subject to the direction of the Board of Directors, the Chief Executive Officer shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision of all of the other Officers (other than the Chairman of the Board), employees and agents of the Corporation.

(b) The President shall perform the duties and exercise the powers which are delegated to him or her by the Board of Directors or which are usually incident to the office of the President. If the President is not also the Chief Executive Officer then he or she shall perform the duties of the Chief Executive Officer in his or her absence or during his or her inability to act.

(Amended 10.28.10)

Section 4. Vice President.

The Vice President or Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them by the Board of Directors, the Chairman of the Board, the President or the Chief Executive Officer. A Vice President or Vice Presidents may be designated as Executive Vice President or Senior Vice President. (Amended 10.28.10)

Section 5. Secretary.

The Secretary or Assistant Secretary shall issue notices of meetings, shall keep their minutes, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such office and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. Subject to the direction of the Board of Directors, the Secretary shall have the power to sign all stock certificates.

Section 6. Assistant Secretaries and Other Officers.

The Board of Directors may appoint one or more Assistant Secretaries and such other Officers who shall have such powers and shall perform such duties as are provided in these Bylaws or as may be assigned to them by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 7. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the Chief Executive Officer or any Officer of the Corporation authorized by the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to, any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman of the Board or the Chief Executive Officer, and by the Secretary or an Assistant Secretary, or any Treasurer or Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

The Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. (Amended 8-23-07)

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of ARTICLE V of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the next day

preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment or rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI - NOTICES

Section 1. Notices.

If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, Director, Officer, employee or agent, or waiver by electronic transmission by such person, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, Director, Officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII - MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or an assistant to the Treasurer.

Section 3. Reliance Upon Books, Reports and Records.

Each Director, each member of any committee designated by the Board of Directors, and each Officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its Officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such Director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Fiscal Year.

The fiscal year of the Corporation shall end on September 30 of every year.

Section 5. Time Periods.

In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII - AMENDMENTS

The Board of Directors may amend, alter or repeal these Bylaws at any meeting of the Board. The stockholders shall also have power to amend, alter or repeal these Bylaws at any meeting of stockholders provided notice of the proposed change was given in the notice of the meeting; provided, however, that, notwithstanding any other provisions of the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the voting stock required by law, the Certificate of Incorporation, any

Preferred Stock Designation or these Bylaws, the affirmative votes of the holders of at least 80% of the voting power of all the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the provisions of ARTICLE FOURTH), voting together as a single class, shall be required to alter, amend or repeal any provisions of these Bylaws.

Exhibit 4.1

STL COMMON STOCK THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS, SEE REVERSE SIDE. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF STERLING BANCORP Dated: The shares evidenced by this certificate are transferable only on the books of Sterling Bancorp by the holder hereof, in person or by attorney upon surrender of this certificate properly endorsed. The capital stock evidenced hereby is not on account of an insurable type and is not insured by the Federal Deposit Insurance Corporation or any other Federal or state governmental agency. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF Sterling Bancorp has caused this certificate to be executed, by the facsimile signatures of its duly authorized officers has caused a facsimile of its seal to be hereunto affixed. COUNTERSIGNED AND REGISTERED: REGISTRAR & TRANSFER COMPANY (Cranford, NJ) TRANSFER AGENT AND REGISTRAR By: AUTHORIZED SIGNATURE DELAWARE SEAL 2003 CORPORATE STERLING BANCORP CUSIP 85917A 10 0 CORPORATE SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER Exhibit 4.1

the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named corporation with full power of the substitution in the premises. Dated In the presence of Signature(s): KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. NOTE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. By The Board of Directors of Sterling Bancorp (the “Company”) is authorized by resolution or resolutions, from time to time adopted, to provide for the issuance of more than one class of stock, including preferred stock in series, and to fix and state the voting powers, designations, preferences, limitations and restrictions thereof. The Company will furnish to any stockholder upon request and without charge a full description of each class of stock and any series thereof. The shares evidenced by this certificate are subject to a limitation contained in the Certificate of Incorporation to the effect that in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of common stock (the “Limit”) be entitled or permitted to any vote in respect of shares held in excess of the Limit. The shares represented by this certificate may not be cumulatively voted on any matter. The Certificate of Incorporation requires the affirmative vote of the holders of at least 80% of the voting stock of the Company, voting together as a single class, to approve certain transactions and to amend certain provisions of the Certificate of Incorporation. The following abbreviations when used in the inscription on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Additional abbreviations may also be used though not in the above list. UNIF GIFT MIN ACT–_________ Custodian_________ (Cust) (Minor) under Uniform Gifts to Minors Act _____________________________ (State) TEN COM TEN ENT JT TEN as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common – – – For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER (please print or typewrite name and address including postal zip code of assignee) (please print number of shares to be sold) Shares of

Exhibit 4.3

FIRST SUPPLEMENTAL INDENTURE , dated as of October 31, 2013, among STERLING BANCORP , a corporation duly organized and existing under the laws of the State of New York (the “Company”), PROVIDENT NEW YORK BANCORP , a corporation duly organized and existing under the laws of the State of Delaware (the “Successor Company”), and THE BANK OF NEW YORK MELLON , formerly known as The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS, the Trustee and the Company are parties to that certain Junior Subordinated Indenture, dated as of February 27, 2002 (the “Indenture”), providing for the issuance of Securities from time to time; and

WHEREAS , Section 8.1 of the Indenture provides that the Company shall not merge into another corporation unless, among other things, the corporation into which the Company is merged shall expressly assume, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in a form satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest (including any Additional Interest, as defined in the Indenture) on all the Securities of every series and the performance of every covenant of the Indenture on the part of the Company to be performed or observed; and

WHEREAS, Section 9.1 of the Indenture provides that the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company under the Indenture and in the Securities; and

WHEREAS , the Company and the Successor Company have entered into an Agreement and Plan of Merger, dated as of April 3, 2013 (the “Merger Agreement”), which contemplates the merger of the Company with and into the Successor Company (the “Merger”), with the Successor Company as the surviving corporation and continuing its corporate existence under the laws of the State of Delaware; and

WHEREAS , at the Effective Time (as defined below) the Successor Company will change its name to “Sterling Bancorp”; and

WHEREAS , the Company, pursuant to the foregoing authority, proposes in and by this First Supplemental Indenture to amend and supplement the Indenture in certain respects; and

WHEREAS , the Company has duly authorized the execution and delivery of this First Supplemental Indenture by a Board Resolution, as defined in the Indenture, and all things necessary to make this First Supplemental Indenture a valid agreement of the Successor Company, in accordance with the terms of the Indenture, have been done;

NOW, THEREFORE , for and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

REPRESENTATIONS OF THE COMPANY AND SUCCESSOR COMPANY

The Company and the Successor Company, respectively, represent to the Trustee as follows:

SECTION 1.1. The Company represents that it is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Successor Company represents that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

SECTION 1.2. The execution, delivery and performance by it of this First Supplemental Indenture has been authorized and approved by all necessary corporate action required to be taken by it.

SECTION 1.3. The Merger will become effective in accordance with the terms of the Merger Agreement as set forth in the certificate of merger to be filed in the office of the Secretary of State of Delaware and a certificate of merger to be filed in the office of the Department of State of New York (the time the Merger becomes effective being the “Effective Time”).

SECTION 1.4. Immediately after giving effect to the Merger, no Event of Default, and no event which, after notice or lapse of time or both, would constitute an Event of Default, shall have happened and be continuing.

ARTICLE TWO

ASSUMPTION AND AGREEMENTS

SECTION 2.1. The Successor Company hereby assumes, effective as of the Effective Time, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest, as defined in the Indenture) on all the Securities of every series and the performance of every covenant of the Indenture on the part of the Company to be performed or observed.

SECTION 2.2. In accordance with Section 8.2 of the Indenture, effective as of the Effective Time, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if the Successor Company had been named as the Company therein, and the Company shall be discharged of all obligations and covenants under the Indenture and the Securities.

ARTICLE THREE

MISCELLANEOUS

SECTION 3.1. If any provision of this First Supplemental Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control.

SECTION 3.2. Nothing in this First Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture.

SECTION 3.3. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Indenture.

SECTION 3.4. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof.

SECTION 3.5. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.6. This First Supplemental Indenture shall become effective as of the Effective Time.

SECTION 3.7. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company and the Trustee assumes no responsibility for the correctness thereof.

[The rest of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

	STERLING BANCORP


	By:	/s/ Louis J. Cappelli
	Name:	Louis J. Cappelli
	Title:	Chairman and Chief Executive Officer


	PROVIDENT NEW YORK BANCORP


	By:	/s/ Jack Kopnisky
	Name:	Jack Kopnisky
	Title:	President and Chief Executive Officer


	THE BANK OF NEW YORK MELLON


	By:	/s/ Francine Kincaid
	Name:	Francine Kincaid
	Title:	Vice President

[Signature Page to Supplemental Indenture]

Exhibit 4.4

ASSUMPTION OF GUARANTEE AGREEMENT

THIS ASSUMPTION OF GUARANTEE AGREEMENT (this “Assumption”) is dated as of October 31, 2013 between Provident New York Bancorp, a corporation duly organized and existing under the laws of the State of Delaware (including any successors or assigns, hereinafter called “Provident”) and Sterling Bancorp, a corporation duly authorized and existing under the laws of the State of New York (“Sterling”).

RECITALS

WHEREAS, Sterling and The Bank of New York Mellon, formerly known as The Bank of New York (the “Guarantee Trustee”) entered into a Guarantee Agreement, dated as of February 27, 2002, relating to Sterling Bancorp Trust I (the “Guarantee Agreement”); and

WHEREAS, on the date of this Assumption, pursuant to an Agreement and Plan of Merger, dated as of April 3, 2013 (the “Merger Agreement”), Sterling will be merged with and into Provident, with Provident being the surviving corporation (the “Merger”), whereupon the separate corporate existence of Sterling has ceased; and

WHEREAS, the Merger will become effective in accordance with the terms of the Merger Agreement as set forth in the certificate of merger to be filed in the office of the Secretary of State of Delaware and a certificate of merger to be filed in the office of the Department of State of New York (the time the Merger becomes effective being the “Effective Time”); and

WHEREAS, at the Effective Time Provident will change its name to “Sterling Bancorp”; and

WHEREAS, concurrent with this Assumption, in compliance with Article VIII of the Junior Subordinated Indenture, dated as of February 27, 2002, between Sterling and the Guarantee Trustee (the “Indenture”), Provident will expressly assume by the First Supplemental Indenture, dated as of the date hereof, the obligations of Sterling under the Indenture; and

WHEREAS, Section 8.1 of the Guarantee Agreement requires that, in a merger permitted by Article VIII of the Indenture, Provident, as successor, agree in writing to perform Sterling’s obligations under the Guarantee Agreement in order for Sterling to assign its obligations thereunder.

NOW, THEREFORE, in compliance with Section 8.1 of the Guarantee Agreement, and in consideration of the covenants contained herein and intending to be legally bound hereby, Provident agrees as follows:

1. Assumption of Performance . Effective as of the Effective Time, Sterling hereby expressly assigns, and Provident hereby expressly assumes, all of Sterling’s rights, duties and obligations in and arising under the Guarantee Agreement and agrees to be bound by all of the

provisions of the Guarantee Agreement as though named as Guarantor in the Guarantee Agreement and agrees to the due and punctual performance and observance of all of the covenants and conditions of the Guarantee Agreement on the part of Sterling to be performed or observed.

2. Governing Law . This Assumption shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof.

3. Successors and Assigns . This Assumption shall be binding upon the respective successors and assigns of the parties hereto.

4. Headings . The headings used in this Assumption are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Assumption.

5. Capitalized Terms . All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Guarantee Agreement.

6. Counterparts. This Assumption may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

7. Termination . This Assumption will terminate and be of no further force and effect if the Merger Agreement is terminated or the Merger is otherwise not consummated.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Assumption to be duly executed by its officer thereunto duly authorized, as of the day and year first above written.

	STERLING BANCORP


	By:	/s/ Louis J. Cappelli
	Name:	Louis J. Cappelli
	Title:	Chairman and Chief Executive Officer


	PROVIDENT NEW YORK BANCORP


	By:	/s/ Jack Kopnisky
	Name:	Jack Kopnisky
	Title:	President and Chief Executive Officer

[Signature Page to Assumption of Guarantee Agreement]

Exhibit 10.1

SERVICES AND COVENANT AGREEMENT

THIS SERVICES AND COVENANT AGREEMENT (this “ Agreement ”), dated as of April 3, 2013, is entered into by and between Provident New York Bancorp, a Delaware corporation (the “ Company ”), and Louis J. Cappelli (the “ Chairman ”), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 3, 2013 by and between Sterling Bancorp, a New York corporation (“ Sterling ”) and the Company (the “ Merger Agreement ”)). If the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force and effect. All capitalized terms that are not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement.

WITNESSETH:

WHEREAS, the Chairman has invaluable knowledge and expertise regarding the business of Sterling; and

WHEREAS, due to the Chairman’s knowledge and expertise, the Company wishes to have the cooperation of, and access to, the Chairman following the Effective Time, and entry into this Agreement is contemplated by the Merger Agreement; and

WHEREAS, the Company and the Chairman have mutually agreed that the Chairman shall serve as Chairman of the Board of Directors of the Company and Provident Bank (the “ Bank ”), and as an advisor to the Company, in each case, on the terms and subject to the conditions hereinafter specified.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Chairman hereby agree as follows:

1. Termination of Employment; Initial Payment; SERP . Effective as of the date on which the Effective Time occurs (the “ Effective Date ”), the Chairman shall cease to be an employee of the Company, Sterling and their respective affiliates (as defined in the Merger Agreement). Except as specified herein, in full settlement of the Company’s, Sterling’s and their respective affiliates’ obligations under the Employment Agreement between the Chairman and Sterling, dated as of March 22, 2002, as amended (the “ Employment Agreement ”), within 10 business days after the Effective Date, the Company shall pay to the Chairman a lump sum payment in cash of $5,000,000 (less applicable employment and income tax withholdings) (the “ Initial Payment ”); provided that, notwithstanding the termination of the Employment Agreement or the Term of this Agreement, Section 5(j) of the Employment Agreement shall survive in accordance with its terms with respect to payments made and rights provided for in this Agreement that are made or provided, as applicable, in connection with the transactions contemplated by the Merger Agreement. In addition, the Chairman shall be entitled to (a) payment of his accrued benefit under the Sterling Bancorp/Sterling National Bank Supplemental Pension Benefit Plan (the “ SERP ”) in accordance with the terms of the SERP, (b) all rights and benefits in respect of any death benefits under the split-dollar life insurance agreements entered into between the Chairman and Sterling in accordance with the terms thereof, and (c) all accrued and vested rights and benefits under the terms of the broad-based employee

benefit plans and programs of Sterling as of the Effective Date (for the avoidance of doubt, other than any rights relating to separation or termination pay or benefits). The Chairman acknowledges and agrees that neither the Company, Sterling nor any of their respective affiliates has any current or future liabilities or obligations (whether relating to premiums, tax gross-ups or otherwise, other than an income tax gross-up on up to $45,000 of imputed income per calendar year during the Term in respect of the split-dollar life insurance or mutual benefit exchange policies) in respect of any individual insurance plan, program, agreement or arrangement for the benefit of the Chairman or his spouse (including, without limitation, any mutual benefit exchange or split-dollar life insurance plan, program, agreement or arrangement), other than with respect to any death benefits payable to the estate or beneficiaries of the Chairman under the applicable insurance policies associated with any such plan, program, agreement or arrangement upon the death of the Chairman or his spouse in accordance with the terms thereof.

2. Term . The Chairman shall render services, on the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and ending upon the third anniversary of the Effective Date unless earlier terminated in accordance with Section 10 (the “ Term ”).

3. Title; Services; Office .

(a) During the Term, the Chairman shall have the title of Chairman of the Boards of Directors (the “ Board ”) of the Company and the Bank, and shall have such powers and perform such duties consistent with the Company’s bylaws (as amended in connection with the Merger), including (i) presiding at Board meetings, (ii) convening and conducting regular and special Board meetings, (iii) determining, after discussion with the Chief Executive Officer of the Company (the “ CEO ”), the agenda for Board meetings and overseeing the information that is provided to the Board for meetings, (iv) presiding at the annual meeting of the Company and the Bank and the annual organization meetings, (v) recommending to the Corporate Governance Committee of the Board all members for committees of the Board and each committee chairperson, (vi) providing counsel, individually and collectively, to other Board members, utilizing his capacities to secure optimum benefits for the Company and the Bank, (vii) acting as a liaison between the Board and the CEO, (ix) overseeing the orientation of new directors, and (x) attending committee meetings of the Board.

(b) During the Term, the Chairman shall also (i) provide general advisory services as requested by the CEO with respect to the business of the Company, including (A) maintaining and developing new relationships with customers and clients, (B) advising with respect to community relations issues and building new relationships in the Company’s market area, (C) continuing to be available to attend and make speeches at team member, industry, customer and community events, (D) identifying new business opportunities, including potential acquisitions and other strategic opportunities, and (E) providing support in dealing with bank regulatory issues; and (ii) remain available to consult on specific projects for the Company with respect to its business and the Merger integration, as may be reasonably requested by the CEO.

(c) Consistent with Section 2.10 of the Company’s bylaws, as amended as provided for under the Merger Agreement (the “ Bylaw Amendment ”), relating to the Chairman, the removal of the Chairman from the Board of the Company, or the failure to appoint or reelect

the Chairman to the Board of the Company, and any determination not to nominate the Chairman as a director of the Company, in each case, during the Term, shall each require the affirmative vote of at least 75% of the full Board of the Company. The Company’s obligations under this Section 3(c) shall be subject to the requirements of applicable law.

(d) During the Term, the Company shall provide the Chairman with his current office in New York, New York, his current office assistant, and other reasonable office support as needed.

4. Chairman Fee . In consideration for agreeing to provide the services set forth in Section 3 and for agreeing to the covenants set forth in Section 11, during the Term, the Chairman shall be paid a fee of $350,000 per year, payable in equal monthly installments (the “ Chairman Fee ”). The Chairman Fee shall be the sole remuneration that the Chairman shall receive in connection with his service as a nonemployee director of the Company and the Bank.

5. Retention Award . In consideration for agreeing to provide the services set forth in Section 3 and for agreeing to the covenants set forth in Section 11, on the Effective Date, the Chairman shall be granted a restricted stock unit award with an aggregate grant date value of $3,000,000 (the “ Retention Award ”), which award shall vest and be settled in equal annual installments on each of the first three anniversaries of the Effective Date, subject, except as provided in Section 10, to the Chairman’s continued service to the Company under this Agreement and compliance in all material respects with the restrictive covenants set forth in Sections 11(a), 11(b) and 11(c) below (subject to written notice of non-compliance by the Company and reasonable opportunity for the Chairman to cure, if subject to cure), in each case, through the applicable vesting date. The number of shares of the Company’s common stock subject to the Retention Award shall be determined by dividing (a) $3,000,000 by (b) the Fair Market Value (as defined under the Provident New York Bancorp 2012 Stock Incentive Plan (the “ Plan ”)) of a share of the Company’s common stock on the Effective Date. Except as otherwise provided in this Agreement (including under Section 10 with respect to rights upon certain terminations of employment), the Retention Award shall be subject to the terms and conditions of the Plan and an award agreement issued under the Plan, on a basis that is consistent with this Section 5 and the other applicable terms of this Agreement (for example, disregarding any provision of the Plan relating to the termination of employment or retirement). Notwithstanding the foregoing, if the grant of the Retention Award would exceed the share limits under the Plan or cannot be granted under the Plan for any other reason, the portion of the Retention Award that cannot be granted under the Plan due to such share or other limits shall be granted in the form of cash settled restricted stock units, which cash settled restricted stock units shall otherwise have terms and conditions consistent with those applicable to the portion of the Retention Award granted as stock settled restricted stock units under the Plan. The Company shall satisfy all applicable securities law registration requirements with respect to the Retention Award.

6. Expenses . The Company shall reimburse the Chairman pursuant to the Company’s reimbursement policies as in effect from time to time for reasonable business expenses incurred by the Chairman in connection with the performance of the services described in Section 3.

7. Other Remuneration . During the Term, the Chairman shall be provided with (a) health insurance benefits consistent with Section 5(e)(iv) of the Employment Agreement and (b) annual dues for the three current club memberships and automobile perquisites (car and driver) consistent with Section 5(e)(v) of the Employment Agreement.

8. Sole Consideration . Except as specifically provided herein, the Chairman shall be entitled to no compensation or benefits from the Company, Sterling or their respective affiliates with respect to the services or otherwise and shall not be credited with any service, age or other credit for purposes of eligibility, vesting or benefit accrual under any employee benefit plan of the Company, Sterling or their respective affiliates.

9. Status as a Nonemployee . The Company and the Chairman acknowledge and agree that in performing services pursuant to this Agreement the Chairman shall be acting and shall act at all times as an independent contractor only and not as an employee, agent, partner or joint venturer of or with the Company, Sterling or their respective affiliates. Except as provided in Section 1 of this Agreement with respect to the Initial Payment, the Chairman acknowledges that he is and shall be solely responsible for the payment of all Federal, state, local and foreign taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided hereunder (including, without limitation, the Chairman Fees and the Retention Award) and shall not be eligible to participate in or accrue benefits under any benefit plan sponsored by the Company, Sterling or their respective affiliates.

10. Termination of Agreement . Subject to Section 10(c) hereof, either the Chairman or the Company may choose to terminate this Agreement and the Chairman’s services hereunder prior to the end of the scheduled Term for any or no reason upon 30 days’ prior written notice provided to the other party hereto, without further obligation hereunder other than the payment of any earned but unpaid Chairman Fees. Upon the Chairman’s death, this Agreement and the Chairman’s services hereunder shall automatically terminate. Notwithstanding the foregoing:

(a) Death . Upon a termination of this Agreement during the Term by reason of the Chairman’s death, (i) the Chairman’s designated beneficiary or estate shall receive the unpaid Chairman Fees that the Chairman would have received had he continued to perform the services under this Agreement for the original 3-year Term in a lump sum cash payment as soon as reasonably practicable (but in no event later than 30 days) following the date of the Chairman’s death, and (ii) the Retention Award shall immediately vest and be settled as soon as reasonably practicable (but in no event later than 30 days) following of the date of the Chairman’s death.

(b) Termination without Cause, for Good Reason or due to Disability .

(i) Upon a termination of this Agreement and the Chairman’s services to the Company during the Term by the Company without Cause (as defined below), by the Chairman for Good Reason (as defined below) or by reason of the Chairman’s Disability (as defined below), the Chairman shall receive (i) the unpaid Chairman Fees that the Chairman would have received had he continued to perform services under this Agreement for the original 3-year Term, to be paid at the times as such Chairman Fees would have been paid had he continued to perform services under this Agreement, (ii) continued vesting of the Retention

Award as if the Chairman had continued to perform services under this Agreement for the original 3-year Term (with settlement to occur as soon as reasonably practicable (but in no event later than 30 days) following the original applicable vesting date), and (iii) continuation of the health insurance benefits described in Section 7 for the original 3-year Term, in each case, subject to the Chairman’s execution, delivery and non-revocation of a general release of claims in favor of the Company (in the form attached hereto as Exhibit A ) within 30 days following such termination and his continued compliance in all material respects with the restrictive covenants set forth in Section 11(a), 11(b) and 11(c) through the applicable payment and/or vesting dates, as applicable, subject to written notice of noncompliance by the Company and a reasonable opportunity for the Chairman to cure, if subject to cure.

(ii) For purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Cause ” shall mean (A) the Chairman’s deliberate and continued failure to perform substantially the Chairman’s duties with the Company under this Agreement, other than as a result of the Chairman’s incapacity due to illness or injury, as set forth in the written opinion of the Chairman’s personal physician, after a demand for substantial performance is delivered to the Chairman; or (B) the deliberate engaging by the Chairman in illegal or gross misconduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. No act, or failure to act, on the Chairman’s part shall be considered “deliberate” unless done, or omitted to be done, by the Chairman not in good faith and without reasonable belief that such are or omission was in the best interests of the Company.

“ Disability ” shall mean, as a result of illness or injury, the Chairman is unable substantially to perform his duties under this Agreement for a period of six (6) consecutive months.

“ Good Reason ” shall mean (A) a material breach by the Company of its obligations under this Agreement, (B) a change in the Chairman’s title and (C) a material reduction in the Chairman’s duties or authority under this Agreement or the Company’s bylaws as amended in connection with the Merger, provided that in order to invoke a termination for Good Reason, the Chairman shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (C) within 30 days following his knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition. If the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Chairman’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”)) must occur, if at all, within 30 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.

(c) Effectiveness of Termination . Consistent with the Bylaw Amendment, during the Term, no purported termination of this Agreement and the Chairman’s services hereunder by the Company for any reason shall be effective unless and until approved by the affirmative vote of at least 75% of the full Board of the Company.

11. Restrictive Covenants

(a) Confidential Information . In the course of the Chairman’s employment with, service to and involvement with the Company, Sterling and their respective affiliates (including their predecessor and any successor entities), the Chairman has obtained or may obtain secret or confidential information, knowledge or data concerning the Company’s, Sterling’s and their respective affiliates’ businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures and other nonpublic matters, or concerning those of third parties. The Chairman shall hold in a fiduciary capacity for the benefit of the Company, Sterling and their respective affiliates all secret or confidential information, knowledge or data relating to the Company, Sterling or any of their affiliated companies, and their respective businesses, which shall have been obtained by the Chairman during the Chairman’s employment by Sterling or any of its affiliated companies or services under this Agreement and which shall not be or become public knowledge (other than by acts by the Chairman or representatives of the Chairman in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether in paper or electronic format) that the Chairman has used or prepared during his employment prior to the Effective Date or will use or prepare during the course of his service under this Agreement after the Effective Date shall remain the sole property of the Company and shall remain (or be promptly returned to) the Company’s premises. After termination of the Chairman’s services with the Company, the Chairman shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. The confidentiality provision contained herein is in addition to and not in limitation of the Chairman’s duties as an officer and director under applicable law.

(b) Non-Solicitation . During the Term and for three years after the cessation of the Chairman’s services for any reason (the “ Restricted Period ”), the Chairman shall not directly or indirectly (i) induce or attempt to induce any employee or independent contractor of the Company, Sterling or any of their respective affiliates to leave the Company, Sterling or such affiliate, (ii) hire any person who was an employee or independent contractor of the Company, Sterling or any of their respective affiliates until twelve (12) months after such individual’s relationship with the Company, Sterling or such affiliate has been terminated, or (iii) induce or attempt to induce any client or customer (whether former, current or prospective) or other business relation of the Company, Sterling or any of their respective affiliates to cease doing business or to reduce the amount of business that any client, customer or other business relation has customarily done or contemplates doing with the Company, Sterling or such affiliate, whether or not the relationship between the Company, Sterling or such affiliate and such client, customer or other business relation was originally established, in whole or in part, through the Chairman’s efforts, or in any way interfere with the relationship between any such client, customer or business relation, on the one hand, and the Company, Sterling or such affiliate, on the other hand.

(c) Non-Compete . The Chairman acknowledges that, in the course of his employment and services with the Company, Sterling and their respective affiliates (including

their predecessor and any successor entities), he has become familiar, or will become familiar, with the Company’s, Sterling’s and their respective affiliates’ trade secrets and with other confidential information, knowledge or data concerning the Company, Sterling, their respective affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, Sterling and their respective affiliates. Therefore, the Chairman agrees that during the Restricted Period, the Chairman shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, director, consultant, independent contractor or otherwise, and whether or not for compensation) or render services in any capacity to a Competing Business (as defined below), in any locale of any country in which the Company, Sterling or any of their respective affiliates conducts business. For purposes of this Agreement, a “ Competing Business ” shall mean any person, firm, corporation or other entity, in whatever form, that engaged or engages in the businesses in which the Company, Sterling and their respective affiliates engage, including the sale or servicing of banking and financial products and services, including business and consumer lending, asset-based financing, residential mortgage warehouse funding, factoring/accounts receivable management services, equipment financing, commercial and residential mortgage lending and brokerage, deposit services (including municipal deposit services) and trade financing, sale of annuities, life and health insurance products, title insurance services, real estate investment trusts and investment advisory services. Nothing herein shall prohibit the Chairman from being a passive owner of not more than 1% of the outstanding equity interest in any entity which is publicly traded, so long as the Chairman has no active participation in the business of such entity.

(d) Prior Notice Required . The Chairman hereby agrees that prior to accepting employment with any other person or entity during the Restricted Period, the Chairman shall provide such prospective employer with written notice of the provisions of this Agreement, with a copy of such notice delivered simultaneously to the Company and the Board of the Company.

(e) Cooperation . During the Term and following the cessation of the Chairman’s services for any reason, the Chairman shall, upon reasonable notice, (i) furnish such information and assistance to the Company, Sterling and/or their respective affiliates, as may reasonably be requested by the Company, Sterling or their respective affiliates, with respect to any matter, project, initiative or effort for which the Chairman is or was responsible or has relevant knowledge or has or had substantial involvement in while employed by Sterling or while providing services under this Agreement, and (ii) cooperate with the Company, Sterling and their respective affiliates during the course of all third-party proceedings arising out of the Company’s business about which the Chairman has knowledge or information.

(f) Restrictive Covenants Generally . The Chairman acknowledges and agrees that: (i) the purposes of the foregoing covenants, including without limitation the noncompetition covenant of Section 11(c), are to protect the goodwill and trade secrets and confidential information of the Company and Sterling; (ii) that the foregoing covenants, including without limitation the noncompetition covenant of Section 11(c), are being entered into in connection with the transactions contemplated by the Merger Agreement; and (iii) because of the nature of the business in which the Company, Sterling and their affiliates are engaged and because of the nature of the trade secrets and confidential information to which the Chairman has

access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Chairman breached any of the covenants of this Section 11. The Chairman understands that the covenants may limit the Chairman’s ability to earn a livelihood in a Competing Business. Any termination of the Chairman’s services or of this Agreement shall have no effect on the continuing operation of this Section 11. The Chairman acknowledges that the Company would be irreparably injured by a violation of this Section 11 and that it is impossible to measure in money the damages that will accrue to the Company by reason of a failure by the Chairman to perform any of his obligations under this Section 11. Accordingly, if the Company institutes any action or proceeding to enforce any of the provisions of this Section 11, to the extent permitted by applicable law, the Chairman hereby waives the claim or defense that the Company has an adequate remedy at law, and the Chairman shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available (including, without limitation, forfeiture of the Retention Award and termination of the Company’s obligation to pay the Chairman Fees), the Company shall be entitled to specific performance and other injunctive relief, without the requirement to post a bond. If any of the covenants set forth in this Section 11 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining covenants shall not be affected thereby.

12. Miscellaneous .

(a) Successors and Assigns . This Agreement shall be binding upon, inure to the benefit of and be enforceable by, as applicable, the Company and the Chairman and their respective personal or legal representatives, executors, administrators, successors, assigns, heirs, distributees and legatees. This Agreement is personal in nature and the Chairman shall not, without the written consent of the Company, assign, transfer or delegate this Agreement or any rights or obligations hereunder. The Company may not assign, transfer or delegate this Agreement or any rights or obligations hereunder without the written consent of the Chairman.

(b) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to such state’s laws and principles regarding the conflict of laws.

(c) Amendment/Entire Agreement . No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing and such writing is signed by the Chairman and the Company. In addition, consistent with the Bylaw Amendment, no such amendment or modification made during the Term shall be valid unless such amendment or modification is approved by the affirmative vote of at least 75% of the full Board of the Company. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, including without limitation the Employment Agreement and the Chairman shall have no further rights thereunder, except as specifically provided herein.

(d) Notice . All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Chairman:

At the address most recently on the books and records of the Company.

If to the Company:

Provident New York Bancorp

400 Rella Boulevard

Montebello, New York 10901

Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(e) Headings . The headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(g) Indemnification . The Company shall indemnify the Chairman and provide coverage under directors’ and officers’ liability insurance in the same manner and to the same extent as the Company indemnifies and provides such coverage to other members of the Board generally and as provided in the Merger Agreement.

13. Code Section 409A .

(a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.

(b) If the Chairman is deemed on the date that his services under this Agreement terminate to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Chairman, and (B) the date of the Chairman’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 13(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Chairman in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, the Chairman’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no

event may the Chairman, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation.

(c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Chairman’s taxable year following the taxable year in which the expense was occurred.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

PROVIDENT NEW YORK BANCORP


By:	/s/ Jack L. Kopnisky
	Name:	Jack L. Kopnisky
	Title:	President and Chief Executive Officer


/s/ Louis J. Cappelli
Louis J. Cappelli

Exhibit A

RELEASE AGREEMENT

THIS RELEASE AGREEMENT (hereinafter “ Agreement ”) is made and entered into on the [ ] day of [ ], 20[ ] by and between Provident New York Bancorp (the “ Company ”) and Louis J. Cappelli (“ Consultant ”).

WHEREAS, the Company and Consultant are parties to a Services and Covenant Agreement, dated as of April 3, 2013 (the “ Services Agreement ”), pursuant to which Consultant is eligible, subject to the terms and conditions set forth in the Services Agreement, to receive certain compensation and benefits in connection with certain terminations of Consultant’s services to the Company.

NOW, THEREFORE, in consideration of the Company agreeing to provide the compensation and benefits under Section 10(b)(i) of the Services Agreement to Consultant and of other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties, it is agreed as follows:

1. In exchange for the consideration referenced above, Consultant hereby completely, irrevocably, and unconditionally releases and forever discharges the Company, and any of its predecessor or affiliated companies, and each and all of their officers, agents, directors, supervisors, employees, representatives, and their successors and assigns, and all persons acting by, through, under, for, or in concert with them, or any of them, in any and all of their capacities (hereinafter individually or collectively, the “ Released Parties ”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “ claim ” or “ claims ”) which Consultant at any time heretofore had or claimed to have or which Consultant may have or claim to have regarding events that have occurred as of the Effective Date of this Agreement, including, without limitation, those based on: any employee welfare benefit or pension plan governed by the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ ERISA ”) ( provided that this release does not extend to any vested benefits of Consultant under Company’s pension and welfare benefit plans as of the date of Consultant’s termination of services); the Civil Rights Act of 1964, as amended (race, color, religion, sex and national origin discrimination and harassment); the Civil Rights Act of 1966 (42 U.S.C. § 1981) (discrimination); the Age Discrimination in Employment Act of 1967, as amended (hereinafter “ ADEA ”); the Older Workers Benefit Protection Act, as amended; the Americans With Disabilities Act, as amended (hereinafter “ ADA ”); § 503 of the Rehabilitation Act of 1973; the Fair Labor Standards Act, as amended (wage and hour matters); the Family and Medical Leave Act, as amended (family leave matters); any other federal, state, or local laws or regulations regarding employment discrimination or harassment, wages, insurance, leave, privacy or any other matter; any negligent or intentional tort; any contract, policy or practice (implied, oral, or written); or any other theory of recovery under federal, state, or local law, and whether for compensatory or punitive damages, or other equitable relief, including, but not limited to, any and all claims which Consultant may now have or may have had, arising from or in any way whatsoever connected with Consultant’s employment, service, or contacts, with the Company or

any other of the Released Parties. Notwithstanding the foregoing, the released claims do not include, and this Agreement does not release, any: (a) rights to compensation and benefits provided under Section 10(b)(i) of the Services Agreement or any rights referenced in Section 1 of the Services Agreement that, by their terms, are intended to survive the Term (as defined in the Services Agreement); (b) rights to indemnification Consultant may have under applicable law, the bylaws or certificate of incorporation of the Company, any applicable director and officer liability policy or under the Services Agreement, as a result of having served as an officer or director of the Company or any of its affiliates; and (c) any claims that Consultant may not by law release through a settlement agreement such as this.

2. To the extent permitted by law, Consultant agrees that Consultant will not cause or encourage any future legal proceedings to be maintained or instituted against any of the Released Parties. To the extent permitted by law, Consultant agrees that Consultant will not accept any remedy or recovery arising from any charge filed or proceedings or investigation conducted by the EEOC or by any state or local human rights or employment rights enforcement agency relating to any of the matters released in this Agreement.

3. Older Workers Benefit Protection Act /ADEA Waiver:

(a) Consultant acknowledges that the Company has advised Consultant in writing to consult with an attorney of Consultant’s choice before signing this Agreement, and Consultant has been given the opportunity to consult with an attorney of Consultant’s choice before signing this Agreement.

(b) Consultant acknowledges that Consultant has been given the opportunity to review and consider this Agreement for a full twenty-one days before signing it, and that, if Consultant has signed this Agreement in less than that time, Consultant has done so voluntarily in order to obtain sooner the benefits of this Agreement.

(c) Consultant further acknowledges that Consultant may revoke this Agreement within seven (7) days after signing it, provided that this Agreement will not become effective until such seven (7) day period has expired. To be effective, any such revocation must be in writing and delivered to Company’s principal place of business by the close of business on the seventh (7th) day after signing the Agreement and must expressly state Consultant’s intention to revoke this Agreement. Provided that Consultant does not timely revoke this Agreement, the eighth (8th) day following Consultant’s execution hereof shall be deemed the “Effective Date” of this Agreement.

(d) The Parties also agree that the release provided by Consultant in this Agreement does not include a release for claims under the ADEA arising after the date Consultant signs this Agreement.

4. Consultant shall promptly turn over to the Company any and all documents, files, computer records, or other materials belonging to, or containing confidential or proprietary information obtained from, the Company that are in Consultant’s possession, custody, or control, including any such materials that may be at Consultant’s home.

5. This Agreement shall not in any way be construed as an admission by the Company of any acts of unlawful conduct, wrongdoing or discrimination against Consultant, and the Company specifically disclaims any liability to Consultant on the part of itself, its employees, and its agents.

6. This Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the parties hereto.

7. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflict of laws.

8. Consultant hereby acknowledges that Consultant has read and understands the terms of this Agreement and that Consultant signs it voluntarily and without coercion. Consultant further acknowledges that Consultant was given an opportunity to consider and review this Agreement and the waivers contained in this Agreement, that Consultant has done so and that the waivers made herein are knowing, conscious and with full appreciation that Consultant is forever foreclosed from pursing any of the rights so waived.

9. The Agreement may be signed in counterparts, and each counterpart shall be considered an original for all purposes.

PLEASE READ THIS AGREEMENT CAREFULLY; IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Consultant has executed this Agreement, in each case, as of the date first written above.

	CONSULTANT


	Louis J. Cappelli

	PROVIDENT NEW YORK BANCORP

	By:
		Name:
		Title:

	PROVIDENT BANK

	By:
		Name:
		Title:

Exhibit 10.2

SERVICES AND COVENANT AGREEMENT

THIS SERVICES AND COVENANT AGREEMENT (this “ Agreement ”), dated as of April 3, 2013, is entered into by and between Provident New York Bancorp, a Delaware corporation (the “ Company ”), and John C. Millman (the “ Senior Advisor ”), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 3, 2013 by and between Sterling Bancorp, a New York corporation (“ Sterling ”), and the Company (the “ Merger Agreement ”)). If the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force and effect. All capitalized terms that are not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement.

WITNESSETH:

WHEREAS, the Senior Advisor has invaluable knowledge and expertise regarding the business of Sterling; and

WHEREAS, pursuant to the Merger Agreement, the Senior Advisor shall be one of the members of the Board of Directors to be designated to serve as a member of the Boards of Directors (the “ Board ”) of the Company and Provident Bank (the “ Bank ”),

WHEREAS, due to the Senior Advisor’s knowledge and expertise, in addition to his service on the Board, the Company wishes to have the cooperation of, and access to, the Senior Advisor following the Effective Time, and entry into this Agreement is contemplated by the Merger Agreement; and

WHEREAS, the Company and the Senior Advisor have mutually agreed the Senior Advisor shall serve as an advisor to the Company, on the terms and subject to the conditions hereinafter specified.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Senior Advisor hereby agree as follows:

1. Termination of Employment; Initial Payment; SERP . Effective as of the date on which the Effective Time occurs (the “ Effective Date ”), the Senior Advisor shall cease to be an employee of the Company, Sterling and their respective affiliates (as defined in the Merger Agreement), and the parties agree that such termination is an involuntary termination. Except as specified herein, in full settlement of the Company’s, Sterling’s and their respective affiliates’ obligations under the Employment Agreement between the Senior Advisor and Sterling, dated as of March 22, 2002, as amended (the “ Employment Agreement ”), within 10 business days after the Effective Date, the Company shall pay to the Senior Advisor a lump sum payment in cash of $3,600,000 (less applicable employment and income tax withholdings) (the “ Initial Payment ”); provided that, notwithstanding the termination of the Employment Agreement or the Term of this Agreement, Section 5(j) of the Employment Agreement shall survive in accordance with its terms with respect to payments made and rights provided for in this Agreement that are made or provided, as applicable, in connection with the transactions contemplated by the Merger Agreement. In addition, the Senior Advisor shall be entitled to (a) payment of his accrued

benefit under the Sterling Bancorp/Sterling National Bank Supplemental Pension Benefit Plan (the “ SERP ”) in accordance with the terms of the SERP; (b) all rights and benefits in respect of any death benefits under the split-dollar life insurance agreement entered into between the Senior Advisor and Sterling in accordance with the terms thereof (including, without limitation, the reduction of death benefits consistent with Schedule A of such agreement); and (c) all accrued and vested rights and benefits under the terms of the broad-based employee benefit plans and programs of Sterling as of the Effective Date (for the avoidance of doubt, other than any rights relating to separation or termination pay or benefits). The Senior Advisor acknowledges and agrees that neither the Company, Sterling nor any of their respective affiliates has any current or future liabilities or obligations (whether relating to premiums, tax gross-ups or otherwise) in respect of any individual insurance plan, program, agreement or arrangement for the benefit of the Senior Advisor (including, without limitation, any split-dollar life insurance plan, program, agreement or arrangement), other than with respect to any death benefits payable to the estate or beneficiaries of the Senior Advisor under the applicable insurance policies associated with any such plan, program, agreement or arrangement upon the death of the Senior Advisor in accordance with the terms thereof.

2. Term . The Senior Advisor shall render services, on the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and ending upon the third anniversary of the Effective Date unless earlier terminated in accordance with Section 9 (the “ Term ”).

3. Title; Services; Office .

(a) During the Term, the Company and the Bank, as applicable, shall nominate the Senior Advisor for election to the Boards upon any expiration of the Senior Advisor’s initial term of membership on the Board of the Company or the Board of the Bank. The Company’s and the Bank’s obligations under this Section 3(a) shall be subject to the requirements of applicable law.

(b) During the Term, the Senior Advisor shall (i) provide general advisory services as requested by the Chief Executive Officer of the Company (the “ CEO ”) with respect to the business of the Company, including (A) maintaining and developing new relationships with customers and clients, (B) advising with respect to community relations issues and building new relationships in the Company’s market area, and (C) identifying new business opportunities, including potential acquisitions and other strategic opportunities; and (ii) remain available to consult on specific projects for the Company with respect to its business and the Merger integration, as may be reasonably requested by the CEO.

(c) During the Term, the Company shall provide the Senior Advisor with his current office in New York, New York, his current office assistant, and reasonable office support as needed.

4. Senior Advisor Fee . In consideration for service as a member of the Board, for agreeing to provide the services set forth in Section 3 and for agreeing to the covenants set forth in Section 10, during the Term, the Senior Advisor shall be paid a fee of $200,000 per year, payable in equal monthly installments (the “ Senior Advisor Fee ”). The Senior Advisor Fee shall

be the sole remuneration that the Senior Advisor shall receive in connection with his service as a nonemployee director of the Company and the Bank.

5. Expenses . The Company shall reimburse the Senior Advisor pursuant to the Company’s reimbursement policies as in effect from time to time for reasonable business expenses incurred by the Senior Advisor in connection with the performance of the services described in Section 3.

6. Other Remuneration . During the Term, the Senior Advisor shall be provided with (a) health insurance benefits consistent with Section 5(e)(iv) of the Employment Agreement and (b) annual dues for the Senior Advisor’s club membership and automobile perquisites consistent with Section 5(e)(v) of the Employment Agreement.

7. Sole Consideration . Except as specifically provided herein, the Senior Advisor shall be entitled to no compensation or benefits from the Company, Sterling or their respective affiliates with respect to the services or otherwise and shall not be credited with any service, age or other credit for purposes of eligibility, vesting or benefit accrual under any employee benefit plan of the Company, Sterling or their respective affiliates.

8. Status as a Nonemployee . The Company and the Senior Advisor acknowledge and agree that in performing services pursuant to this Agreement the Senior Advisor shall be acting and shall act at all times as an independent contractor only and not as an employee, agent, partner or joint venturer of or with the Company, Sterling or their respective affiliates. Except as provided in Section 1 of this Agreement with respect to the Initial Payment, the Senior Advisor acknowledges that he is and shall be solely responsible for the payment of all Federal, state, local and foreign taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided hereunder (including, without limitation, the Senior Advisor Fees ) and shall not be eligible to participate in or accrue benefits under any benefit plan sponsored by the Company, Sterling or their respective affiliates.

9. Termination of Agreement . Either the Senior Advisor or the Company may choose to terminate this Agreement and the Senior Advisor’s services hereunder prior to the end of the scheduled Term for any or no reason upon 30 days’ prior written notice provided to the other party hereto, without further obligation hereunder other than the payment of any earned but unpaid Senior Advisor Fees. Upon the Senior Advisor’s death, this Agreement and the Senior Advisor’s services hereunder shall automatically terminate. Notwithstanding the foregoing:

(a) Death . Upon a termination of this Agreement during the Term by reason of the Senior Advisor’s death, the Senior Advisor’s designated beneficiary or estate shall receive the unpaid Senior Advisor Fees that the Senior Advisor would have received had he continued to perform the services under this Agreement for the original 3-year Term in a lump sum cash payment as soon as reasonably practicable (but in no event later than 30 days) following the date of the Senior Advisor’s death.

(b) Termination without Cause, for Good Reason or due to Disability .

(i) Upon a termination of this Agreement and the Senior Advisor’s services to the Company during the Term by the Company without Cause (as defined below), by

the Senior Advisor for Good Reason (as defined below) or by reason of the Senior Advisor’s Disability (as defined below), the Senior Advisor shall receive the unpaid Senior Advisor Fees that the Senior Advisor would have received had he continued to perform services under this Agreement for the original 3-year Term, to be paid at the times as such Senior Advisor Fees would have been paid had he continued to perform services under this Agreement, and (ii) continuation of the health insurance benefits described in Section 6 for the original 3-year Term, in each case, subject to the Senior Advisor’s execution, delivery and non-revocation of a general release of claims in favor of the Company (in the form attached hereto as Exhibit A ) within 30 days following such termination and his continued compliance in all material respects with the restrictive covenants set forth in Section 10(a), 10(b) and 10(c) through the applicable payment dates, subject to written notice of noncompliance by the Company and a reasonable opportunity for the Senior Advisor to cure, if subject to cure.

(ii) For purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Cause ” shall mean (A) the Senior Advisor’s deliberate and continued failure to perform substantially the Senior Advisor’s duties with the Company under this Agreement, other than as a result of the Senior Advisor’s incapacity due to illness or injury, as set forth in the written opinion of the Senior Advisor’s personal physician, after a demand for substantial performance is delivered to the Senior Advisor; or (B) the deliberate engaging by the Senior Advisor in illegal or gross misconduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. No act, or failure to act, on the Senior Advisor’s part shall be considered “deliberate” unless done, or omitted to be done, by the Senior Advisor not in good faith and without reasonable belief that such are or omission was in the best interests of the Company.

“ Disability ” shall mean, as a result of illness or injury, the Senior Advisor is unable substantially to perform his duties under this Agreement for a period of six (6) consecutive months.

“ Good Reason ” shall mean a material breach by the Company of its obligations under this Agreement, provided that in order to invoke a termination for Good Reason, the Senior Advisor shall provide written notice to the Company of the existence of one or more of the conditions described in this sentence within 30 days following his knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition. If the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Senior Advisor’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”)) must occur, if at all, within 30 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.

10. Restrictive Covenants

(a) Confidential Information . In the course of the Senior Advisor’s employment with, service to and involvement with the Company, Sterling and their respective

affiliates (including their predecessor and any successor entities), the Senior Advisor has obtained or may obtain secret or confidential information, knowledge or data concerning the Company’s, Sterling’s and their respective affiliates’ businesses, strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures and other nonpublic matters, or concerning those of third parties. The Senior Advisor shall hold in a fiduciary capacity for the benefit of the Company, Sterling and their respective affiliates all secret or confidential information, knowledge or data relating to the Company, Sterling or any of their affiliated companies, and their respective businesses, which shall have been obtained by the Senior Advisor during the Senior Advisor’s employment by Sterling or any of its affiliated companies or services under this Agreement and which shall not be or become public knowledge (other than by acts by the Senior Advisor or representatives of the Senior Advisor in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether in paper or electronic format) that the Senior Advisor has used or prepared during his employment prior to the Effective Date or will use or prepare during the course of his service under this Agreement after the Effective Date shall remain the sole property of the Company and shall remain (or be promptly returned to) the Company’s premises. After termination of the Senior Advisor’s services with the Company, the Senior Advisor shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. The confidentiality provision contained herein is in addition to and not in limitation of the Senior Advisor’s duties as a director under applicable law.

(b) Non-Solicitation . During the Term and for three years after the cessation of the Senior Advisor’s services for any reason (the “ Restricted Period ”), the Senior Advisor shall not directly or indirectly (i) induce or attempt to induce any employee or independent contractor of the Company, Sterling or any of their respective affiliates to leave the Company, Sterling or such affiliate, (ii) hire any person who was an employee or independent contractor of the Company, Sterling or any of their respective affiliates until twelve (12) months after such individual’s relationship with the Company, Sterling or such affiliate has been terminated, or (iii) induce or attempt to induce any client or customer (whether former, current or prospective) or other business relation of the Company, Sterling or any of their respective affiliates to cease doing business or to reduce the amount of business that any client, customer or other business relation has customarily done or contemplates doing with the Company, Sterling or such affiliate, whether or not the relationship between the Company, Sterling or such affiliate and such client, customer or other business relation was originally established, in whole or in part, through the Senior Advisor’s efforts, or in any way interfere with the relationship between any such client, customer or business relation, on the one hand, and the Company, Sterling or such affiliate, on the other hand.

(c) Non-Compete . The Senior Advisor acknowledges that, in the course of his employment and services with the Company, Sterling and their respective affiliates (including their predecessor and any successor entities), he has become familiar, or will become familiar, with the Company’s, Sterling’s and their respective affiliates’ trade secrets and with other confidential information, knowledge or data concerning the Company, Sterling, their respective affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company, Sterling and their respective affiliates. Therefore, the Senior Advisor agrees that during the Restricted Period, the Senior

Advisor shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, director, consultant, independent contractor or otherwise, and whether or not for compensation) or render services in any capacity to a Competing Business (as defined below), in any locale of any country in which the Company, Sterling or any of their respective affiliates conducts business. For purposes of this Agreement, a “ Competing Business ” shall mean any person, firm, corporation or other entity, in whatever form, that engaged or engages in the businesses in which the Company, Sterling and their respective affiliates engage, including the sale or servicing of banking and financial products and services, including business and consumer lending, asset-based financing, residential mortgage warehouse funding, factoring/accounts receivable management services, equipment financing, commercial and residential mortgage lending and brokerage, deposit services (including municipal deposit services) and trade financing, sale of annuities, life and health insurance products, title insurance services, real estate investment trusts and investment advisory services. Nothing herein shall prohibit the Senior Advisor from being a passive owner of not more than 1% of the outstanding equity interest in any entity which is publicly traded, so long as the Senior Advisor has no active participation in the business of such entity.

(d) Prior Notice Required . The Senior Advisor hereby agrees that prior to accepting employment with any other person or entity during the Restricted Period, the Senior Advisor shall provide such prospective employer with written notice of the provisions of this Agreement, with a copy of such notice delivered simultaneously to the Company and the Board of the Company.

(e) Cooperation . During the Term and following the cessation of the Senior Advisor’s services for any reason, the Senior Advisor shall, upon reasonable notice, (i) furnish such information and assistance to the Company, Sterling and/or their respective affiliates, as may reasonably be requested by the Company, Sterling or their respective affiliates, with respect to any matter, project, initiative or effort for which the Senior Advisor is or was responsible or has relevant knowledge or has or had substantial involvement in while employed by Sterling or while providing services under this Agreement, and (ii) cooperate with the Company, Sterling and their respective affiliates during the course of all third-party proceedings arising out of the Company’s business about which the Senior Advisor has knowledge or information.

(f) Restrictive Covenants Generally . The Senior Advisor acknowledges and agrees that: (i) the purposes of the foregoing covenants, including without limitation the noncompetition covenant of Section 10(c), are to protect the goodwill and trade secrets and confidential information of the Company and Sterling; (ii) that the foregoing covenants, including without limitation the noncompetition covenant of Section 10(c), are being entered into in connection with the transactions contemplated by the Merger Agreement; and (iii) because of the nature of the business in which the Company, Sterling and their affiliates are engaged and because of the nature of the trade secrets and confidential information to which the Senior Advisor has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event the Senior Advisor breached any of the covenants of this Section 10. The Senior Advisor understands that the covenants may limit the Senior Advisor’s ability to earn a livelihood in a Competing Business. Any termination of the Senior Advisor’s services or of this Agreement shall have no effect on the continuing operation of this Section 10. The Senior Advisor acknowledges that the Company would be irreparably injured by a violation

of this Section 10 and that it is impossible to measure in money the damages that will accrue to the Company by reason of a failure by the Senior Advisor to perform any of his obligations under this Section 10. Accordingly, if the Company institutes any action or proceeding to enforce any of the provisions of this Section 10, to the extent permitted by applicable law, the Senior Advisor hereby waives the claim or defense that the Company has an adequate remedy at law, and the Senior Advisor shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available (including, without limitation, clawback of the Initial Payment and termination of the Company’s obligation to pay the Senior Advisor Fees), the Company shall be entitled to specific performance and other injunctive relief, without the requirement to post a bond. If any of the covenants set forth in this Section 10 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining covenants shall not be affected thereby.

11. Miscellaneous .

(a) Successors and Assigns . This Agreement shall be binding upon, inure to the benefit of and be enforceable by, as applicable, the Company and the Senior Advisor and their respective personal or legal representatives, executors, administrators, successors, assigns, heirs, distributees and legatees. This Agreement is personal in nature and the Senior Advisor shall not, without the written consent of the Company, assign, transfer or delegate this Agreement or any rights or obligations hereunder. The Company may not assign, transfer or delegate this Agreement or any rights or obligations hereunder without the written consent of the Senior Advisor.

(c) Amendment/Entire Agreement . No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing and such writing is signed by the Senior Advisor and the Company. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, including without limitation the Employment Agreement and the Senior Advisor shall have no further rights thereunder, except as specifically provided herein.

If to the Senior Advisor:

At the address most recently on the books and records of the Company.

If to the Company:

Provident New York Bancorp

400 Rella Boulevard

Montebello, New York 10901

Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(e) Headings . The headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12. Code Section 409A .

(b) If the Senior Advisor is deemed on the date that his services under this Agreement terminate to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Senior Advisor, and (B) the date of the Senior Advisor’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Senior Advisor in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, the Senior Advisor’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Senior Advisor, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation.

benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the Senior Advisor’s taxable year following the taxable year in which the expense was occurred.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

PROVIDENT NEW YORK BANCORP


By:	/s/ Jack L. Kopnisky
	Name:	Jack L. Kopnisky
	Title:	President and Chief Executive Officer


/s/ John C. Millman
John C. Millman

Exhibit A

RELEASE AGREEMENT

THIS RELEASE AGREEMENT (hereinafter “ Agreement ”) is made and entered into on the [ ] day of [ ], 20[ ] by and between Provident New York Bancorp (the “ Company ”) and John C. Millman (“ Consultant ”).

NOW, THEREFORE, in consideration of the Company agreeing to provide the compensation and benefits under Section 9(b)(i) of the Services Agreement to Consultant and of other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties, it is agreed as follows:

provided under Section 9(b)(i) of the Services Agreement or any rights referenced in Section 1 of the Services Agreement that, by their terms, are intended to survive the Term (as defined in the Services Agreement); (b) rights to indemnification Consultant may have under applicable law, the bylaws or certificate of incorporation of the Company, any applicable director and officer liability policy or under the Services Agreement, as a result of having served as an officer or director of the Company or any of its affiliates; and (c) any claims that Consultant may not by law release through a settlement agreement such as this.

3. Older Workers Benefit Protection Act /ADEA Waiver :

(d) The Parties also agree that the release provided by Consultant in this Agreement does not include a release for claims under the ADEA arising after the date Consultant signs this Agreement.

5. This Agreement shall not in any way be construed as an admission by the Company of any acts of unlawful conduct, wrongdoing or discrimination against Consultant, and

the Company specifically disclaims any liability to Consultant on the part of itself, its employees, and its agents.

6. This Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the parties hereto.

7. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflict of laws.

9. The Agreement may be signed in counterparts, and each counterpart shall be considered an original for all purposes.

PLEASE READ THIS AGREEMENT CAREFULLY; IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Consultant has executed this Agreement, in each case, on the date first written above.

	CONSULTANT


	John C. Millman


	PROVIDENT NEW YORK BANCORP


	By:
		Name:
		Title:


	PROVIDENT BANK


	By:
		Name:
		Title:

Exhibit 10.3

STERLING BANCORP

2012 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD NOTICE


Name of Award Recipient		Social Security Number

Street Address

City	State		ZIP Code

This Restricted Stock Unit Award Notice (including Exhibit A, this “Notice”) is intended to set forth the terms and conditions on which a Restricted Stock Unit Award has been granted by Sterling Bancorp (the “Company”, formerly known as Provident New York Bancorp) under Article X of the Company’s 2012 Stock Incentive Plan, as amended (the “Plan”). Set forth below are the specific terms and conditions applicable to this Restricted Stock Unit Award. Attached as Exhibit A are its general terms and conditions (the “General Terms and Conditions”), which constitute part of this Notice.

Restricted Stock Unit Award	(A)	(B)	(C)
Effective Date	October 31, 2013	October 31, 2013	October 31, 2013
Class of Shares*	Common	Common	Common
No. of Awarded Units*	[ ]	[ ]	[ ]
Vesting Date*	October 31, 2014	October 31, 2015	October 31, 2016

* Subject to adjustment as provided in the Plan and the General Terms and Conditions.

The number of Shares (as defined in the Plan) subject to this Restricted Stock Unit Award, the number and kind of Shares deliverable upon settlement of this Restricted Stock Unit Award, and other terms relating to this Restricted Stock Unit Award are subject to adjustment in accordance with the Plan and this Notice. Capitalized terms used in this Notice but not defined herein shall have the same meanings as in the Plan.

By signing where indicated below, the Company grants this Restricted Stock Unit Award upon the specified terms and conditions, and the Restricted Stock Unit Award Recipient acknowledges receipt of this Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein.

STERLING BANCORP		AWARD RECIPIENT


By
	Name:	Print Name
	Title:


		Recipient’s Signature

Instructions : This page should be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. A Restricted Stock Unit Award consists of a right to receive Shares in respect of the restricted stock units granted subject to the applicable terms and conditions. Where restricted stock units granted under a Restricted Stock Unit Award are awarded on the same date with varying terms and conditions (for example, varying vesting dates), the awards should be recorded as a series of grants each with its own uniform terms and conditions.

EXHIBIT A

STERLING BANCORP

2012 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD NOTICE

General Terms and Conditions

Section 1. Size and Type of Award . The restricted stock units in respect of Shares covered by this award (“Awarded RSUs”) are listed on the Notice. Awarded RSUs are subject to all of the terms and conditions of this Notice and the Plan.

Section 2. Vesting.

(a) Vesting Dates . The Vesting Dates for the Awarded RSUs are specified on the Notice.

( b ) Vesting Conditions . There are conditions the Award Recipient must satisfy before the Awarded RSUs will vest. Since the Award Recipient is receiving the Awarded RSUs for services as a non-employee director and advisor and as consideration (at least in part) for the restrictive covenants contained in Sections 11(a), 11(b) and 11(c) of the Services and Covenant Agreement, dated as of April 3, 2013, by and between the Company and the Award Recipient (the “Services Agreement”), the Award Recipient must (i) except as otherwise provided herein, remain in continuous service to the Company from the Effective Date shown on the Notice through the relevant Vesting Date, and (ii) comply in all material respects with the restrictive covenants contained in Sections 11(a), 11(b) and 11(c) of the Services Agreement through the relevant Vesting Date, subject to written notice of noncompliance by the Company and a reasonable opportunity to cure, if subject to cure.

(c) Forfeitures . Other than as provided in Section 2(d) below, i f the Award Recipient terminates service with the Company prior to a Vesting Date or fails to comply in all material respects with the restrictive covenants contained in Sections 11(a), 11(b) and 11(c) of that certain Services and Covenant Agreement, dated as of April 3, 2013, by and between the Company and the Award Recipient (the “Services Agreement”), the Award Recipient will forfeit any Awarded RSUs that are scheduled to vest on or after the Award Recipient’s date of termination.

(d) Accelerated or Right to Continued Vesting . The Awarded RSUs that have not previously vested or been forfeited will become fully vested immediately in the event of the Award Recipient’s death, and all such Awarded RSUs shall be settled in accordance with Section 3. In addition, upon the Award Recipient’s termination of service by the Company without Cause (as defined in the Services Agreement), by the Award Recipient for Good Reason (as defined in the Services Agreement), or due to the Award Recipient’s Disability (as defined in the Services Agreement), all of the Awarded RSUs that have not previously vested will be eligible to continue to vest in accordance with the vesting schedule set forth in the Notice, subject to (i) the Award Recipient’s execution and delivery of the release in accordance with Section 10(b)(i) of the Services Agreement and (ii) the Award Recipient’s continued compliance in all material respects with the restrictive covenants contained in Sections 11(a), 11(b) and 11(c) of the Services Agreement through the relevant Vesting Date, subject to written notice of noncompliance by the Company and a reasonable opportunity to cure, if subject to cure. If a Change in Control (as defined in the Plan) occurs after the Effective Date and before the Award Recipient terminates service with the Company, then any Awarded RSUs not theretofore vested shall become immediately vested on the date of the Change in Control. The vesting provisions set forth herein shall control and be the exclusive vesting provisions applicable to the Awarded RSUs, notwithstanding any contrary or additional vesting terms set forth in the Plan. The Award Recipient may designate a Beneficiary to

receive any Shares received in settlement of Awarded RSUs that vest upon the Award Recipient’s death using the Beneficiary Designation attached as Appendix A.

(e) Definition of Service . For purposes of determining the vesting of the Award Recipient’s Awarded RSUs, the Award Recipient will be deemed to be in the service of the Company for so long as the Award Recipient serves in the capacity as a non-employee director and advisor of the Company and its affiliates as contemplated by the Services Agreement.

(f) Voting and Other Rights . The Award Recipient shall have no voting or other rights of a shareholder (other than the right to dividend equivalents as described below), and will not be treated as an owner of Shares for tax purposes, except with respect to Shares that have been delivered upon the vesting of Awarded RSUs. Notwithstanding the foregoing, prior to the delivery of Shares in settlement of a vested Awarded RSU, the Award Recipient shall be entitled to receive in respect of his or her outstanding Awarded RSUs an amount equal to any dividends declared by the Company with a record date that is after the Effective Date specified in the Award Notice, which dividend equivalent will be paid at the same time as (or as soon as reasonably practicable after the date on which) dividends are paid to shareholders generally.

Section 3. Settlement . As soon as reasonably practicable (but in no event more than 30 days) after any Awarded RSU has vested, the Company shall, subject to Sections 4 and 5, issue and deliver to the Award Recipient one or more unlegended, freely transferable stock certificates in respect of such Shares issued upon settlement of the vested Awarded RSUs; provided that, if the Awarded RSUs vest as a result of a Change in Control but such Change in Control does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, such Awarded RSUs shall not be settled until the originally scheduled Vesting Date set forth in the Notice or, if earlier, the Award Recipient’s death (but shall not be subject to the forfeiture provisions of Section 2 following such Change in Control).

Section 4. Application of Clawback Policy . Notwithstanding anything in the Notice or the Plan to the contrary, the Awarded RSUs and any related Shares shall be subject to adjustment and/or recovery, in whole or in part, following the date on which they become vested and payable if and to the extent (a) required by any applicable law, rule or regulation or (b) provided under the terms of any clawback policy or other policy of similar import, covering officers and directors of the Company generally, adopted by the Company and in effect on the date the Awarded RSUs or Shares become vested and payable.

Section 5. Taxes . Where any person is entitled to receive Shares pursuant to the Awarded RSUs granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax that the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld.

Section 6. Notices . Any communication required or permitted to be given under this Notice or the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:

If to the Recipient, to the Recipient’s address as shown in the Company’s records.

If to the Company or the Compensation Committee:

Sterling Bancorp
c/o Sterling National Bank
400 Rella Blvd.
Montebello, New York
Attention: Corporate Secretary

Section 7. Restrictions on Transfer . The Awarded RSUs granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such award be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Award Recipient other than by will or by the laws of descent and distribution or as otherwise permitted by the Plan. To name a Beneficiary, the Award Recipient may complete the attached Appendix A and file it with the Corporate Secretary of the Company.

Section 8. Successors and Assigns . This Notice shall inure to the benefit of and shall be binding upon the Company and the Award Recipient and their respective heirs, successors and assigns.

Section 9. Construction of Language . Whenever appropriate in the Notice, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Notice, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

Section 10. Governing Law . This Notice shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal law. The federal and state courts having jurisdiction in Rockland County, New York shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Awarded RSUs granted under this Notice, the Award Recipient, and any other person claiming any rights under the Notice, agrees to submit himself or herself, and any such legal action as he or she shall bring under the Plan or this Notice, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.

Section 11. Amendment . This Notice (including, without limitation, this Exhibit A) may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Award Recipient.

Section 12. Plan Provisions Control . The terms and conditions of the Awarded RSUs and the rights and obligations created hereunder shall be governed by the terms of the Plan, to the extent not inconsistent with the terms of this Notice. By signing this Notice, the Award Recipient acknowledges receipt of a copy of the Plan. The Award Recipient acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Awarded RSUs other than the Plan, this Notice , the Services Agreement, or any document signed by an authorized representative of the Company that is designated as an amendment of the Plan, this Notice, or the Services Agreement .

Section 13. Section 409A . It is intended that the Awarded RSUs granted pursuant to this Notice comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (“Section 409A”), and all provisions of this Notice shall be construed, interpreted and administered in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A shall be paid under the applicable exception. Notwithstanding anything to the contrary herein, for purposes of determining Award Recipient’s entitlement to the payment or receipt of benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A, the Award Recipient’s service to the Company shall not be deemed to have terminated unless and until the Award Recipient incurs a “separation from service” as defined in Section 409A. In no event may the Award Recipient, directly or indirectly, designate the calendar year of any payment under this Notice, and if the payment of nonqualified deferred compensation subject to Section 409A is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year . If any provision contained in this Notice conflicts with the requirements of Section 409A, this Notice shall be deemed to be reformed to comply with the requirements of Section 409A. Notwithstanding anything to the contrary herein, if a payment or benefit under this Notice that constitutes “nonqualified deferred compensation” within the meaning of Section 409A is payable or provided due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Award Recipient is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the extent necessary to comply with the requirements of Section 409A, be made on the date that is six (6) months after the date of the Award Recipient’s “separation from service” (or, if earlier, the date of the Award Recipient’s death). Any payments or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A shall be deemed to be a separate payment for purposes of Section 409A.

APPENDIX A TO R ESTRICTED STOCK UNIT AWARD NOTICE

Beneficiary Designation Form - Restricted Stock Units

GENERAL INFORMATION

Use this form to designate the Beneficiary(ies) who may receive Restricted Stock Unit Awards that become vested at your death.

Name of Person Making Designation

Social Security Number — —

BENEFICIARY DESIGNATION

Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.

A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death:

Name	Address	Relationship	Birthdate	Share
					%
					%
					%
				Total = 100	%

B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Restricted Stock Unit Awards:

Name	Address	Relationship	Birthdate	Share
					%
					%
					%
				Total = 100	%

SIGN HERE

I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Corporate Secretary of Sterling Bancorp prior to my death, and that it is subject to all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Restricted Stock Unit Awards


Your Signature		Date

Internal Use Only

This Beneficiary Designation was received by the Corporate Secretary of Sterling Bancorp on the date indicated.			Comments


By
	Authorized	Signature

Date

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

November 1, 2013

CONTACT:

Luis Massiani, EVP & Chief Financial Officer

845.369.8040

PROVIDENT NEW YORK BANCORP COMPLETES MERGER WITH STERLING BANCORP

Newly Branded Sterling National Bank Creates High-Performing Organization Focused on Delivering Service Excellence to Clients in the Greater New York Market

Montebello, NY — November 1, 2013 — Provident New York Bancorp announced today the completion of its previously announced acquisition of Sterling Bancorp, which became effective after the close of business on October 31, 2013. The combined company, known as Sterling Bancorp, will trade on the New York Stock Exchange under the new ticker symbol “STL”. With assets of nearly $7 billion, the company will specialize in serving small-to-middle market commercial and consumer clients across the greater New York metropolitan area. In connection with the acquisition, Sterling National Bank merged with Provident Bank. Provident Bank has converted to a national bank charter and has adopted the Sterling National Bank name.

“By adding Sterling’s highly complementary product sets to Provident’s heritage of team-based delivery, we can now offer the communities we serve a broader range of financial solutions and a commitment to go above and beyond to meet their needs,” said Jack L. Kopnisky, President and CEO of Sterling National Bank. “This acquisition allows us to leverage the strengths of both organizations and create a stronger bank that is poised for growth.”

Under the terms of the merger agreement, shareholders of Sterling Bancorp prior to the merger will receive a fixed exchange ratio of 1.2625 shares of the new company’s common stock for each share of Sterling Bancorp common stock, with cash to be paid in lieu of any fractional shares. Each option to purchase shares of Sterling Bancorp common stock granted by Sterling prior to the merger was converted into an option to purchase shares of the new company’s common stock, subject to adjustment of the exercise price and the number of shares issuable upon exercise of the option based on the 1.2625 exchange ratio. Sterling Bancorp shareholders will receive information shortly on how to exchange their Sterling Bancorp shares for shares of the merged company. Provident branches will begin operating under the Sterling National Bank brand on November 1.

The Sterling National Bank leadership team draws on senior management from both organizations. Mr. Kopnisky is CEO and President of the combined company, while Louis J. Cappelli, formerly Sterling Bancorp’s chairman and CEO, will serve as the Chairman of the Board. Luis Massiani will serve as Chief Financial Officer and Rodney Whitwell as Chief Operating Officer and Chief Risk Officer.

Team-based sales delivery is focused geographically under the leadership of Jim Peoples, as President of Regional Banking, with David Bagatelle as President of NY Metro Markets, Michael Bizenov as President of Consumer Banking, and Vinny DeLucia as President of North and Central

400 Rella Boulevard | Montebello, NY 10901

845-369-8040 PHONE | snb.com

NY Markets. Howard Applebaum will lead commercial lending units as President of Commercial Finance.

Rounding out the executive team is Dale Fredston, General Counsel; Wayne Miller, Chief Credit Officer; and Jean Strella, Chief Human Capital Officer.

The board of directors of the combined company is comprised of seven former Provident directors and six former Sterling directors. In addition to Mr. Kopnisky and Mr. Cappelli, the board of directors will include former Provident directors James F. Deutsch, Navy E. Djonovic, William F. Helmer, Thomas G. Kahn, Richard O’Toole and Burt Steinberg, as well as former Sterling directors Robert Abrams, Fernando Ferrer, James B. Klein, Robert W. Lazar and John C. Millman.

“This combination gives our clients an even greater choice of financial solutions, while increasing our footprint within the New York metropolitan area. It also sets the stage for strong growth and shareholder value creation,” said Mr. Cappelli.

About Sterling Bancorp

Sterling Bancorp is the holding company for Sterling National Bank, a financial services firm that specializes in the delivery of service and solutions to business owners, their families, and consumers in communities within the greater New York City area through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. For more information, visit www.snb.com.

Forward-Looking Statements

The information presented herein contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Provident New York Bancorp and Sterling Bancorp’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Provident and Sterling, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in Provident’s and Sterling’s reports filed with the Securities and Exchange Commission, the following factors among others, could cause actual results to differ materially from forward-looking statements: difficulties and delays in integrating the Provident and Sterling businesses or fully realizing cost savings and other benefits; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.