PROVIDENT NEW YORK BANCORP (Form: S-8, Received: 11/01/2013 10:23:12)

As filed with the Securities and Exchange Commission on November 1, 2013

Registration No. 333-

UNITED STATES

SECURITIES EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

STERLING BANCORP

(Exact name of registrant as specified in its charter)

Delaware		80-0091851
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

400 Rella Boulevard

Montebello, New York 10901

(Address of Principal Executive Offices) (Zip Code)

Sterling Bancorp 2013 Employment Inducement Awards

(Full title of the plan)

Jack Kopnisky

President and Chief Executive Officer

Sterling Bancorp

400 Rella Boulevard

Montebello, New York 10901

(Name and address of agent for service)

(845) 369-8040

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee
Common Stock, par value $0.01		95,991 shares		$11.59		$1,112,536		$143.30

(1) The number of shares being registered represents an aggregate of 95,991 shares of Sterling Bancorp common stock, par value $0.01 per share (“Common Stock”), issuable upon the vesting and settlement of an aggregate of 95,991 restricted stock units granted to Howard M. Applebaum, Michael Bizenov, and Dale C. Fredston under the Sterling Bancorp 2013 Employment Inducement Award Plan pursuant to New York Stock Exchange Rule 303A.08. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares registered includes an indeterminable number of shares of Common Stock as are required to prevent dilution resulting from a stock split, stock dividend, or similar transaction that results in an increase in the number of outstanding shares of Common Stock.

(2) Estimated solely for purpose of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act based upon the average of high and low prices of the Common Stock on the New York Stock Exchange on October 31, 2013.

EXPLANATORY NOTE

The purpose of this Form S-8 Registration Statement (this “Registration Statement”) is to register an aggregate of 95,991 shares of Sterling Bancorp (“we,” “our,” “us,” “Sterling,” the “Registrant,” or the “Company”) Common Stock that may be offered pursuant to the Sterling Bancorp 2013 Employment Inducement Award Plan to Howard M. Applebaum, Michael Bizenov, and Dale C. Fredston. Pursuant to that certain Agreement and Plan of Merger, dated as of April 3, 2013, by and between Sterling Bancorp, a New York corporation (“Legacy Sterling”) and Provident New York Bancorp, a Delaware corporation (“Provident”), on October 31, 2013, Legacy Sterling merged with and into Provident, with Provident continuing as the surviving corporation (the “Merger”). Upon the closing of the Merger, the name of Provident was changed to “Sterling Bancorp”.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees as specified by Rule 428(b)(1) of the Securities Act. These document(s) and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Company are hereby incorporated in this Registration Statement by reference:

1. The Company’s Annual Report on Form 10-K filed with the Commission for the year ended September 30, 2012, filed by the Company with the Commission on December 14, 2012;

2. The Company’s Quarterly Reports on Form 10-Q for the quarters ended December 31, 2012, March 31, 2013, and June 30, 2013, filed by the Company with the Commission on February 8, 2013, May 8, 2013, and August 8, 2013, respectively;

3. The Company’s Current Reports on Form 8-K filed with the Commission on October 26, 2012, October 31, 2012 (two reports), November 27, 2012, January 23, 2013, February 25, 2013, April 4, 2013, April 9, 2013 (two reports), April 23, 2013, May 14, 2013, June 18, 2013, June 26, 2013, June 28, 2013, July 2, 2013, July 24, 2013, July 31, 2013, September 13, 2013, September 27, 2013, October 21, 2013, and November 1, 2013 (other than the portions of those documents deemed to be furnished and not filed); and

4. The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form S-1 filed with the Commission on September 15, 2003, including any amendment or report filed for the purpose of updating such description.

In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration

Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) permits, under certain circumstances, the indemnification of any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving in a similar capacity for another enterprise at the request of the corporation if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceedings, had no reasonable cause to believe that his or her conduct was unlawful. To the extent that a present or former director or officer of the corporation has been successful in defending any such proceeding, the DGCL provides that he or she shall be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred by him or her in connection therewith. With respect to a proceeding by or in the right of the corporation, such person may be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. The DGCL provides, however, that indemnification shall not be permitted in such a proceeding if such person is adjudged liable to the corporation unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court deems proper. Except with respect to mandatory indemnification of expenses to successful defendants as described above or pursuant to a court order, the indemnification described in this paragraph may be made only upon a determination in each specific case (1) by majority vote of the directors that are not parties to the proceeding, even though less than a quorum, (2) by a committee of the directors that are not a party to the proceeding who have been appointed by a majority vote of directors who are not party to the proceeding, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. The DGCL permits a corporation to advance expenses incurred by a proposed indemnitee in advance of final disposition of the proceeding, provided that the indemnitee undertakes to repay such advanced expenses if it is ultimately determined that he or she is not entitled to indemnification. Also, a corporation may purchase insurance on behalf of an indemnitee against any liability asserted against him or her in his or her designated capacity, whether or not the corporation itself would be empowered to indemnify him or her against such liability.

Sterling has adopted provisions in its certificate of incorporation that provide for indemnification of its officers and directors to the maximum extent permitted under the DGCL, provided that, except for proceedings to enforce rights to indemnification, Sterling will indemnify an indemnitee in connection with a proceeding initiated by that person only if the proceeding was authorized by the board of directors. As authorized by the DGCL, under Sterling’s certificate of incorporation, no director shall be personally liable to Sterling or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under DGCL Section 174 (concerning unlawful distributions to stockholders), or (4) for any transaction from which the director derived an improper personal benefit. Sterling’s certificate of incorporation further provides that if the DGCL 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 DGCL as so amended. Sterling has purchased an insurance policy that purports to insure the officers and directors of Sterling against certain liabilities incurred by them in the discharge of their functions as such officers and directors.

The foregoing is only a general summary of certain aspects of Delaware law and Sterling’s certificate of incorporation and bylaws dealing with indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of those Sections of the DGCL referenced above and the certificate of incorporation and bylaws of Sterling.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated by reference herein.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided , however , that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montebello, State of New York, on November 1, 2013.

	STERLING BANCORP

	By:	/s/ Luis Massiani
		Name: Luis Massiani
		Title: Executive Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 1, 2013.

Signature		Title

/s/ Jack L. Kopnisky		President, Chief Executive Officer and Director (Principal
Jack L. Kopnisky		Executive Officer)

/s/ Luis Massiani		Executive Vice President, Chief Financial Officer (Principal
Luis Massiani		Financial Officer and Accounting Officer)

*		Chairman of the Board of Directors
Louis J. Cappelli

*		Director
Robert Abrams

*		Director
James F. Deutsch

*		Director
Navy E. Djonovic

*		Director
Fernando Ferrer

*		Director
William F. Helmer

*		Director
Thomas G. Kahn

*		Director
James B. Klein

*		Director
Robert W. Lazar

*		Director
John C. Millman

*		Director
Richard O’Toole

*		Director
Burt Steinberg

	* By:	/s/ Luis Massiani
		Luis Massiani, as Attorney-in-Fact
		November 1, 2013

EXHIBIT INDEX

Exhibit Number		Description

4.1		Certificate of Incorporation of Sterling Bancorp, as amended (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on November 1, 2013 and incorporated by reference herein).

4.2		Bylaws of Sterling Bancorp, as amended (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K on November 1, 2013 and incorporated by reference herein).

4.3		Form of Common Stock Certificate of Sterling Bancorp (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on November 1, 2013 and incorporated by reference herein).

5.1		Opinion of Wachtell, Lipton, Rosen & Katz.

10.1		Form of Sterling Bancorp 2013 Employment Inducement Award Agreement.

23.1		Consent of Crowe Horwath LLP.

23.2		Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).

24.1		Power of Attorney.

Exhibit 5.1

November 1, 2013

Sterling Bancorp
400 Rella Boulevard

Montebello, New York 10901

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Sterling Bancorp, a Delaware corporation (the “ Company ”), in connection with the Registration Statement on Form S-8 (the “ Registration Statement ”) filed with the Securities and Exchange Commission (the “ Commission ”), relating to the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of up to 95,991 shares of common stock, par value $0.01 per share (“ Common Stock ”), of the Company (the “ Shares ”) that may be issued pursuant to the Sterling Bancorp 2013 Employment Inducement Award Agreements to be entered into with Howard M. Applebaum, Michael Bizenov, and Dale C. Fredston (collectively, the “ Agreements ”).

In rendering this opinion, we have examined the Registration Statement, the Agreements, and such corporate records, other documents, and matters of law as we have deemed necessary or appropriate. In rendering this opinion, we have relied, with your consent, upon oral and written representations of officers of the Company and certificates of officers of the Company and public officials with respect to the accuracy of the factual matters addressed in such representations and certificates. In addition, in rendering this opinion, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents, and the legal capacity of all individuals executing any of the foregoing documents. In rendering this opinion, we have further assumed that there will be no material changes in the documents we have examined and that, at all times prior to the issuance of the Shares, the Company will maintain a sufficient number of authorized but unissued shares of Common Stock available for issuance.

Based on and subject to the foregoing, and subject to the qualifications, assumptions, and limitations stated herein, we are of the opinion that the Shares will be, upon issuance, duly authorized and, when the Shares have been issued in accordance with the terms of the Agreements, the Shares will be validly issued, fully paid, and nonassessable.

We are members of the Bar of the State of New York and we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States, the laws of the State of New York, and the General Corporation Law of the State of Delaware (including the

statutory provisions, all applicable provisions of the Delaware Constitution, and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the references to our name therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

	Very truly yours,

	/s/ Wachtell, Lipton, Rosen & Katz

	Wachtell, Lipton, Rosen & Katz

Exhibit 10.1

STERLING BANCORP

2013 EMPLOYMENT INDUCEMENT AWARD

RESTRICTED STOCK UNIT AWARD NOTICE


Name of Award Recipient		Social Security Number

Street Address

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 the New York Stock Exchange employment inducement award exemption. 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.

This Restricted Stock Unit Award is being granted as an inducement award pursuant to the “employment inducement” award exemption under Section 303A.08 of the NYSE Euronext Listed Company Manual and is not granted under the Company’s 2012 Stock Incentive Plan, as amended (the “Plan”). This Restricted Stock Unit Award will be subject to the terms and conditions of the Plan (despite the fact that they are not granted under the Plan) and this Notice. Capitalized terms used in this Notice but not defined herein shall have the same meanings as in the Plan. 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.

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

2013 EMPLOYMENT INDUCEMENT AWARD

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 an officer or employee and as consideration (at least in part) for the restrictive covenants contained in Sections 8, 9(a) and 9(b) of the Employment Agreement, dated as of April 3, 2013, by and between the Company and the Award Recipient (the “Employment Agreement”), the Award Recipient must (i) except as otherwise provided in Section 2(d) below, 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 8, 9(a) and 9(b) of the Employment 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, and to the provisions of Section 4 below.

(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 is not in material compliance with the restrictive covenants contained in Sections 8, 9(a) and 9(b) of the Employment Agreement, the Award Recipient will forfeit any Awarded RSUs that are scheduled to vest on or after the Award Recipient’s date of termination, and any previously vested Awarded RSUs shall be subject to the provisions of Section 4 below.

(d) Accelerated Vesting . If the Award Recipient’s employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement), by the Award Recipient for Good Reason (as defined in the Employment Agreement), or due to the Award Recipient’s death or Disability (as defined in the Employment Agreement), all of the Awarded RSUs that have not previously vested will become fully vested, subject, in each case, other than a termination due to the Award Recipient’s death, to the Award Recipient’s execution and delivery of the Release (as defined in the Employment Agreement) and return of Company property in accordance with and as contemplated by Section 6(g) of the Employment Agreement and the Award Recipient’s compliance with the restrictive covenants under the Employment Agreement as contemplated by Sections 6(g) and 9 of the Employment Agreement. 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 any capacity as an employee, officer, non-employee director or consultant of the Company or Sterling National Bank.

(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 60 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.

Section 4. Recoupment and Application of Clawback Policy . Notwithstanding anything in the Notice or the Plan to the contrary, consistent with Sections 3(c) and 9 of the Employment Agreement, the Awarded RSUs and any related Shares (or the value derived from the proceeds of any sale of any such Shares (but not greater than the Fair Market Value as defined in the Plan of such Shares on the applicable vesting date)) shall be subject to recoupment, forfeiture, adjustment and/or recovery, in whole or in part, during the period from the Effective Date through the third anniversary of the Effective Date (notwithstanding their prior vesting and/or sale), if the Award Recipient does not comply in all material respects with the restrictive covenants set forth in Sections 8, 9(a) and 9(b) of the Employment Agreement, subject to written notice of noncompliance by the Company and a reasonable opportunity for the Award Recipient to cure, if subject to cure. In addition, and not in limitation of the foregoing, 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 Employment 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 Employment Agreement.

Section 13. Section 409A . It is intended that the Awarded RSUs granted pursuant to this Notice be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury

Regulations promulgated thereunder (“Section 409A”), pursuant to the “short-term deferral” exception of Section 409A, and all provisions of this Notice shall be construed, interpreted and administered in a manner consistent therewith. 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, if the Awarded RSUs are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, the terms of this Notice shall be construed, interpreted and administered in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A, including the following: (a) for purposes of determining Award Recipient’s entitlement to the payment or receipt of benefits under this Notice, the Award Recipient’s employment shall not be deemed to have terminated unless and until the Award Recipient incurs a “separation from service” as defined in Section 409A, (b) in no event may the Award Recipient, directly or indirectly, designate the calendar year of any payment under this Notice and, if payment 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 , (c) 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), (d) each payment or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A shall be deemed to be a separate payment for purposes of Section 409A, and (e) 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). If any provision contained in this Notice conflicts with the intent of the parties as set forth in this Section 13, this Notice shall be deemed to be reformed to comply with short-term deferral exception if possible and if not possible the requirements of Section 409A.

APPENDIX A TO RESTRICTED 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 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Sterling Bancorp (formerly known as Provident New York Bancorp) of our reports dated December 14, 2012, relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Provident New York Bancorp for the year ended September 30, 2012.

	/s/ Crowe Horwath LLP
	Crowe Horwath LLP

New York, New York
November 1, 2013

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers whose signature appears below constitutes and appoints Jack L. Kopnisky and Luis Massiani, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in his or her name, place, and stead, in any and all capacities, to sign this and/or any or all amendments (including post-effective amendments) to this Registration Statement and to sign any Registration Statement that is to be effective on filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power of authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming to all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned directors and/or officers has hereunto set his or her hand in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Jack L. Kopnisky	President, Chief Executive Officer and Director	November 1, 2013
Jack L. Kopnisky	(Principal Executive Officer)

/s/ Luis Massiani	Executive Vice President, Chief Financial Officer	November 1, 2013
Luis Massiani	(Principal Financial Officer and Accounting Officer)

/s/ Louis J. Cappelli	Chairman of the Board of Directors	November 1, 2013
Louis J. Cappelli

/s/ Robert Abrams	Director	November 1, 2013
Robert Abrams

/s/ James F. Deutsch	Director	November 1, 2013
James F. Deutsch

/s/ Navy E. Djonovic	Director	November 1, 2013
Navy E. Djonovic

/s/ Fernando Ferrer	Director	November 1, 2013
Fernando Ferrer

/s/ William F. Helmer	Director	November 1, 2013
William F. Helmer

/s/ Thomas G. Kahn	Director	November 1, 2013
Thomas G. Kahn

/s/ James B. Klein	Director	November 1, 2013
James B. Klein

/s/ Robert W. Lazar	Director	November 1, 2013
Robert W. Lazar

/s/ John C. Millman	Director	November 1, 2013
John C. Millman

/s/ Richard O’Toole	Director	November 1, 2013
Richard O’Toole

/s/ Burt Steinberg	Director	November 1, 2013
Burt Steinberg