Form 8-K STERLING BANCORP For: Jan 27

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January 27, 2015 4:13 PM EST

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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): January 27, 2015

STERLING BANCORP

(Exact Name of Registrant as Specified in Charter)

��Delaware�� 001-35385 �� 80-0091851

(State or Other Jurisdiction)��(Commission File No.)��(I.R.S. Employer

of Incorporation) Identification No.)

400 Rella Boulevard, Montebello, New York�� 10901

(Address of Principal Executive Offices) ��(Zip Code)

Registrants 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 registrant under any of the following provisions (see General Instruction A.2 below):

[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 2.02. Results of Operations and Financial Condition

On January 27, 2015, Sterling Bancorp (the Company) issued a press release regarding its results for the quarter ended December�31, 2014. The press release is included as Exhibit 99.1 to this report.

The information contained in this report, including Exhibit 99.1 attached hereto, is considered to be furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

The release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.

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

(b) On January 27, 2015, the Board of Directors of the Company approved a change in the Companys fiscal year end from September�30 to December�31 and approved an amendment to Section 4, Article VII and other sections of the Companys Amended and Restated Bylaws (the Bylaws) to state and effect the change. The Bylaws, as amended, became effective immediately upon approval by the Board of Directors. The foregoing description of the Bylaws, as amended, is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated by reference. As a result of this change, the Company will file a transition report on Form 10-K for the three-month period ended December�31, 2014 instead of a quarterly report on Form 10-Q. The Company expects to file the transition report on or about March 2, 2015.

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Item�9.01.�� Financial Statements and Exhibits

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(d)�� Exhibits.

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Exhibit�No.	�	Description
3.1	�	Bylaws of the Company, as amended.
99.1	�	Press Release of Sterling Bancorp, dated January 27, 2015.

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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: January 27, 2015	By:/s/ Luis Massiani��

Luis Massiani

Senior Executive Vice President and

Principal Financial Officer

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EXHIBIT�INDEX

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Exhibit Number	�	Description
3.1	�	Bylaws of the Company, as amended.
99.1	�	Press Release of Sterling Bancorp, dated January 27, 2015

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AMENDED AND RESTATED BYLAWS

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STERLING BANCORP

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ARTICLE�I - STOCKHOLDERS

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Section�1.�� Annual Meeting.

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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.

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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 Corporations 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.

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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 Corporations 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 Corporations 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 stockholders 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 Corporations proxy materials for the preceding years 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 years annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the 10th�day following the day on which public announcement of the date of such meeting is first made.� Such stockholders 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 persons 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 Corporations 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 Corporations 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 Corporations voting shares to elect such nominee or nominees (an affirmative statement of such intent, a Solicitation Notice).

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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 stockholders 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 10th�day following the day on which such public announcement is first made by the Corporation.

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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.

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F.�� For purposes of these Bylaws, public announcement shall mean disclosure in a press release reported by the Dow Jones News 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.

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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 Corporations proxy statement pursuant to Rule�14a-8 under the Exchange Act.

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Section�2.�� Special Meetings.

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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.

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B.�� Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporations 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 Corporations 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 stockholders 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 90th�day prior to such special meeting or the 10th�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.

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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 Corporations proxy statement pursuant to Rule�14a-8 under the Exchange Act.

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Section�3.�� Notice of Meetings.

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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).

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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.

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Section�4.�� Quorum.

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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 Corporations 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 Corporations Certificate of Incorporation) shall constitute a quorum entitled to take action with respect to that vote on that matter.

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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.

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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.

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Section�5.�� Organization.

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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.

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Section�6.�� Conduct of Business.

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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.

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Section�7.�� Proxies and Voting.

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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.

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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.

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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.

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Section�8.�� Stock List.

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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.

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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.

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Section�9.�� Consent of Stockholders in Lieu of Meeting.

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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.

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ARTICLE�II - BOARD OF DIRECTORS

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

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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).� The Board of Directors shall annually elect a Chairman of the Board from among its members who shall, when present, preside at its meetings.

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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.

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Section�2.�� Vacancies and Newly Created Directorships.

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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 Directors 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.

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Section�3.�� Regular Meetings.

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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.

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Section�4.�� Special Meetings.

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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.

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Section�5.�� Quorum.

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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.

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Section�6.�� Participation in Meetings By Conference Telephone.

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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.

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Section�7.�� Conduct of Business.

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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.

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Section�8.�� Powers.

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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:

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

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

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(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;

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(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;

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

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(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;

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(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,

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

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Section�9.�� Compensation of Directors.

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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.

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Section�10.�� Chairman and CEO Positions; Board Composition.

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(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.

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(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.

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(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.

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(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 Corporations other constituent documents, the provisions of this Section�10 shall control.

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ARTICLE�III - COMMITTEES

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Section�1.�� Committees of the Board of Directors.

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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.

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Section�2.�� Conduct of Business.

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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.

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Section�3.�� Nominating Committee.

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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.

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Section�4.�� Participation in Meetings By Conference Telephone.

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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.

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ARTICLE�IV - OFFICERS

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Section�1.�� Generally.

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(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.

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(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).

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(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.

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Section�2.�� Chairman of the Board of Directors.

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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. �

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.

�

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.

�

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 herein before 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 stockholders 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 persons 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 December 31 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.



�	Sterling Bancorp
�	400 Rella Boulevard
�	Montebello, NY 10901-4243
�	�
News Release	T 845.369.8040
	F 845.369.8255
	�
�	http://www.sterlingbancorp.com



FOR IMMEDIATE RELEASE	�
January 27, 2015	�
�	�
STERLING BANCORP CONTACT:	�
Luis Massiani, SEVP & Chief Financial Officer	�
845.369.8040	�

Sterling Bancorp Announces Results for the Three Months Ended December�31, 2014

Strong operating momentum continues highlighted by core diluted earnings per share¹ of $0.23, GAAP diluted earnings per share of $0.20, and annualized commercial loan growth of 9.6%.

Key Highlights for the Three Months ended December 31, 2014


�	Total revenue² reached $74.2 million.


�	Core net income was $19.6 million, which represented growth of 8% over the linked quarter.


�	Tax equivalent net interest margin was 3.70%, compared to 3.77% in the linked quarter and 3.58% in the fourth calendar quarter of 2013.


�	Total non-interest income excluding securities gains was $14.0 million, which represented 18.9% of total revenue².


�	Core total revenue¹ grew 3.2% versus an increase in core non-interest expense of 1.9% over the linked quarter.


�	Core operating efficiency ratio¹ was 54.0%.


�	Annualized commercial loan growth of 9.6% (end of period balances) and 19.9% (average balances) over the linked quarter.


�	Core return on average tangible assets¹ was 1.13%, compared to 1.06% in the linked quarter and 0.69% in the fourth calendar quarter of 2013.


�	Core return on average tangible equity¹ was 14.42%, compared to 13.81% in the linked quarter and 8.99% in the fourth calendar quarter of 2013.


�	Signed a definitive agreement to merge with Hudson Valley Holding Corp; Sterling Bancorp will be the surviving entity.


�	Fiscal year end to change from September 30 to December 31.

MONTEBELLO, N.Y. January 27, 2015 Sterling Bancorp (NYSE: STL), the parent company of Sterling National Bank, today announced results for the three months ended December�31, 2014. Net income for the quarter was $17.0 million, or $0.20 per diluted share, compared to net income of $16.3 million, or $0.19 per diluted share, for the linked quarter ended September 30, 2014 and a net loss of $(14.0) million, or $(0.20) per diluted share, for the fourth calendar quarter of 2013. The net loss in the fourth calendar quarter of 2013 included merger-related expense and other charges incurred in connection with the merger with legacy Sterling Bancorp.

Presidents Comments

Jack Kopnisky, President and Chief Executive Officer, commented: We continue to make progress towards our goal of building a high performance regional bank that delivers strong growth and profitability. Since December 31, 2013, our total loans have grown by $688.5 million to $4.8 billion, and total commercial loans have grown by $693.7 million to $4.1 billion. This represents

1. Core measures are defined in the non-GAAP tables beginning on page 10.

2. Total revenue is equal to net interest income plus non-interest income excluding securities gains and losses.

growth of 16.7% and 20.5%, respectively. As of December 31, 2014, our total assets reached $7.4 billion compared to $6.7 billion a year ago.

Core net income for the quarter was $19.6 million and core diluted earnings per share were $0.23. Our core return on average tangible assets was 1.13% and core return on average tangible equity was 14.42%. This compares to 0.69% and 8.99%, respectively, for the same quarter a year ago.

Consistent with our strategy of expanding in the Greater New York metropolitan region, we announced our pending merger with Hudson Valley Holding Corp. on November 5, 2014. We anticipate closing the transaction in the second quarter of 2015. On a pro forma basis, the combined company will have approximately $10.5 billion in assets, $6.6 billion in loans and $8.1 billion in deposits. We anticipate the acquisition will allow us to realize significant cost savings and revenue enhancement opportunities.

On a linked quarter basis, our core total revenue grew 3.2% while core non-interest expense increased by 1.9%. We continue to realize the anticipated revenue and expense benefits of the merger with legacy Sterling Bancorp and the consolidation of our financial centers and other locations. For the quarter, our core operating efficiency ratio was 54.0%, which compares to 54.7% in the linked quarter and 65.4% in the same quarter last year.

�

We continue to experience strong loan growth across multiple asset classes. As of December�31, 2014, total loans were $4.8 billion, which represented annualized growth of 4.6% over the prior quarter end and growth of $712 million, or 17.3%, since the completion of the merger with legacy Sterling Bancorp. Total loan balances were impacted by the sale of approximately $43.0 million of residential mortgage loans in December 2014, which had been previously held for investment. During the quarter, our commercial loan balances grew $94.4 million, which represented annualized growth of 9.6% over the prior quarter end.

As of December�31, 2014, our total deposits were $5.2 billion. Our retail, commercial and municipal transaction, money market and savings accounts were $4.7 billion, which represented 89.3% of our total deposit balances. Our total cost of deposits was 0.21% for the three months ended December 31, 2014.

We continue to focus on diversifying and improving our revenue mix. Non-interest income excluding securities gains was $14.0 million for the quarter, which represented 18.9% of total revenue. We have a significant opportunity to grow our specialty lending and other fee-based businesses and anticipate completing the acquisition of a specialized payroll services provider by February 2015. We maintain our target of growing fee income and increasing the proportion of fee income to total revenue to greater than 20% over time.

Net charge-offs against the allowance for loan losses for the three months ended December�31, 2014 were $1.2 million, compared to $1.1 million in the three months ended September 30, 2014. The allowance for loan losses to total loans was 0.88%. As a result of purchase accounting, a substantial portion of the loans acquired in prior merger transactions are not subject to the allowance for loan losses as the performance of these loans remains satisfactory. The ratio of allowance for loan losses to non-performing loans continues to strengthen and increased from 79.7% at September 30, 2014 to 90.8% at December�31, 2014.

Our capital position remains strong. At December�31, 2014, our tangible equity to tangible assets ratio was 7.76% and our Tier 1 leverage ratio was 8.21%. At Sterling National Bank, our Tier 1 leverage ratio was 9.38%. We have ample capital and liquidity to support our organic growth and execute our strategy.

We are changing our fiscal year end from September 30 to December 31 which will be effective for the fourth calendar quarter of 2014. This change will assist our shareholders in reviewing our financial results and evaluating our performance. Lastly, I am pleased to announce our Board of Directors has declared a dividend on our common stock of $0.07 per share payable on February�16, 2015 to our holders as of the record date of February�6, 2015.

Reconciliation of Core to GAAP Results

Results for the fourth calendar quarter of 2014 were impacted by pre-tax charges of $3.9 million, which are listed below. Excluding the impact of these items, net income was $19.6 million, or $0.23 per diluted share. The pre-tax charges were the following:


"	Costs associated with the banking systems conversion of $1.4 million. The charges were recognized as other non-interest expense.


"	A charge to exit certain facilities and financial center locations of $610 thousand, which was recognized in other non-interest expense.


"	A charge incurred in connection with the change in fiscal year end of $465 thousand, which was recognized in other non-interest expense.


"	Amortization of non-compete intangible assets of $859 thousand.


"	Merger-related expense of $502 thousand incurred in connection with the pending merger with Hudson Valley.

See the reconciliation of the Companys non-GAAP financial measures included in this press release beginning on page 10. Non-GAAP financial measures include references to the terms core or excluding.

Change in Fiscal Year End

The Company is changing its fiscal year end from September 30 to December 31 which will be effective for the fourth calendar quarter of 2014. The Company will file a transition report on Form 10-K with the Securities and Exchange Commission for the three month period ended December 31, 2014. The Company expects to file the transition report on or about March 2, 2015.

Net Interest Income and Margin��

Fourth calendar quarter 2014 compared with fourth calendar quarter 2013

Net interest income was $60.2 million, up $14.4 million compared to the fourth calendar quarter of 2013. This was mainly the result of higher average loans and investment securities balances due to the merger with legacy Sterling Bancorp and organic growth. The tax-equivalent yield on investment securities increased 16 basis points and the yield on loans decreased 14 basis points. Yield on loans included $1.2 million in accretion of the fair value discount associated with the loans acquired from Gotham Bank of New York and legacy Sterling Bancorp. The cost of total deposits was 21 basis points and the cost of borrowings was 2.21%. The net interest margin on a tax-equivalent basis was 3.70% compared to 3.58% for the same period a year ago.

Fourth calendar quarter 2014 compared with linked quarter ended September�30, 2014

Net interest income increased $604 thousand compared to the linked quarter ended September�30, 2014. The increase in net interest income was mainly due to a $175.8 million increase in the average balance of loans outstanding compared to the linked quarter. Partially offsetting this increase was a decline in the yield on loans, which was 4.74% for the quarter compared to 4.83% for the linked quarter. The decline was due mainly to a decrease in the accretion of the fair value discount associated with loans acquired from Gotham Bank of New York and legacy Sterling Bancorp of $448 thousand. The tax-equivalent yield on interest earning assets was 4.17% compared to 4.24% in the linked quarter. Tax-equivalent net interest margin was 3.70% compared to 3.77% in the linked quarter.

Non-interest Income

Fourth calendar quarter 2014 compared with fourth calendar quarter 2013

Excluding net (loss) gains on sale of securities, non-interest income increased $4.2 million to $14.0 million in the fourth calendar quarter of 2014 compared to the same quarter last year. The increase was mainly due to an increase in fees associated with service charges on deposits, fees generated in the factoring and payroll finance businesses and gain on sale income in mortgage banking. The Company realized a net loss on sale of securities of $43 thousand in the fourth calendar quarter of 2014 compared to a net loss on sale of securities of $645 thousand in the same quarter last year.

Fourth calendar quarter 2014 compared with linked quarter ended September 30, 2014

Excluding net (loss) gains on sale of securities, non-interest income increased $1.7 million to $14.0 million during the fourth calendar quarter of 2014. The increase was mainly due to an increase in mortgage banking income of $698 thousand, an increase of $320 thousand in factoring and payroll finance fees, a $353 thousand increase in title insurance income and a $233 thousand increase in bank owned life insurance income. The Company realized a net gain on sale of securities of $33 thousand in the linked quarter ended September�30, 2014.

Non-interest Expense

Fourth calendar quarter 2014 compared with fourth calendar quarter 2013

Non-interest expense declined $27.2 million relative to the fourth calendar quarter of 2013 to $45.8 million, principally the result of an $8.6 million decrease in direct merger-related expense and an $18.5 million decrease in other non-interest expense, which were mainly incurred in connection with the legacy Sterling Bancorp merger.

Fourth calendar quarter 2014 compared with linked quarter ended September�30, 2014

Non-interest expense increased $2.0 million compared to the linked quarter, mainly due to a $2.0 million increase in other non-interest expense, which included a charge of $1.4 million associated with the banking systems conversion, a charge of $465 thousand associated with the change in our fiscal year end and a $610 thousand charge related to the closing of certain facilities and financial centers. In the fourth calendar quarter of 2014 we also incurred costs of $502 thousand related to our pending merger with Hudson Valley Holding Corp. During the quarter, the amortization of intangible assets declined $638 thousand to $1.9 million as several non-compete agreements associated with the legacy Sterling Bancorp merger expired in October 2014.

Income Taxes

In the fourth calendar quarter of 2014, the Company recorded income taxes at a rate of 33.0%, compared to an effective tax rate of 28.3% in the linked quarter and 33.2% for the same quarter last year.

Key Balance Sheet Highlights at December�31, 2014


�	Total assets were $7.4 billion.


�	Total loans, including loans held for sale, were $4.9 billion.


�	Commercial and industrial loans (which includes traditional C&I, asset-based lending, payroll finance, factoring and warehouse lending) represented 44.6%, commercial real estate loans represented 38.3%, consumer and residential mortgage loans represented 15.2%, and acquisition, development and construction loans represented 2.0% of the total loan portfolio.


�	Commercial loan growth, which includes commercial and industrial loans, commercial real estate loans and specialty lending businesses was $94.4 million for the quarter ended December�31, 2014, and represented annualized growth of 9.6% over the prior quarter.


�	Securities, excluding FHLB and FRB stock, were $1.7 billion and represented 23.1% of total assets.


�	Total deposits were $5.2 billion.


�	Retail, commercial and municipal transaction, money market and savings deposits were $4.7 billion and represented 89.3% of total deposits.


�	The allowance for loan losses was $42.4 million and represented 0.88% of total loans. Loans acquired in prior merger transactions were recorded at fair value at the acquisition date; a substantial portion of these loans continue to carry no allowance for loan losses.


�	Tangible book value per share was $6.47.

Credit Quality

Non-performing loans decreased $4.3 million to $46.6 million, or 0.97% of total loans at December�31, 2014 compared to $51.0 million, or 1.07% of total loans at September 30, 2014. Net charge-offs for the fourth calendar quarter of 2014 that were charged to the allowance for loan losses were $1.2 million, compared to $1.1 million in the linked quarter. The allowance for loan losses at December�31, 2014 was $42.4 million, which represented 90.8% of non-performing loans and 0.88% of our total loan portfolio compared to $40.6 million, 79.7% and 0.85%, respectively, as of September 30, 2014. The increase in the balance of the allowance for loan losses was mainly related to the higher balance of loans outstanding at December 31, 2014.

Capital

The Companys stockholders equity was $975.2 million at December�31, 2014, an increase of $14.1 million relative to September�30, 2014. The increase in stockholders equity was mainly the result of net income of $17.0 million, an increase in other comprehensive income of $1.2 million and stock option exercises and stock-based compensation which totaled $1.7 million. These increases were partially offset by dividends declared of $5.8 million.

Tangible book value per share increased to $6.47 at December 31, 2014 from $6.30 at September�30, 2014. Total goodwill and other intangible assets were $432.3 million at December�31, 2014, a decrease of $1.9 million compared to September�30, 2014. For the quarter ended December�31, 2014, basic and diluted weighted average common shares outstanding increased to 83.8 million and 84.2 million, respectively, compared to 83.6 million basic shares and 83.9 million diluted shares, respectively, for the quarter ended September�30, 2014. Total shares outstanding at December�31, 2014 were approximately 83.9 million.

Consolidated tangible equity to tangible assets was 7.76% at December�31, 2014 and the Companys Tier 1 leverage ratio was 8.21%. Sterling National Bank remained well capitalized at December�31, 2014 with a Tier 1 leverage ratio of 9.38%.

Sterling Bancorp will host a teleconference and webcast on Wednesday, January 28, 2015 at 10:30 AM eastern time to discuss the Companys results. Interested parties are invited to listen to the webcast and view accompanying slides on the Companys website at www.sterlingbancorp.com. Analysts are invited to listen by dialing (855) 877-0343, Conference ID #61855975. A replay of the teleconference will be available beginning January 28, 2015 and can be accessed through the Companys website.

About Sterling Bancorp

Sterling Bancorp, with its principal subsidiary Sterling National Bank, specializes in the delivery of service and solutions to business owners, their families and consumers within the communities we serve 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 the Sterling Bancorp website at www.sterlingbancorp.com.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may concern Sterling Bancorps current expectations about its future results, plans, operations and prospects and involve certain risks, including the following: the ability to obtain regulatory approvals and meet other closing conditions in connection with the Hudson Valley Holding Corp. merger, including approval by Sterling Bancorp and Hudson Valley Holding Corp. stockholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Sterling Bancorp and Hudson Valley Holding Corp. business or fully realizing cost savings and other benefits; inflation; the effects of, and changes in, trade; changes in asset quality and credit risk; introduction, withdrawal, success and timing of business initiatives; capital management activities; customer disintermediation; and the success of Sterling Bancorp in managing those risks. Other factors that could cause Sterling Bancorps actual results to differ from those indicated in forward-looking statements are included in the Risk Factors section of Sterling Bancorps filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date they are made and we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

Financial information contained in this release should be considered to be an estimate pending the filing with the Securities and Exchange Commission of the Companys Transition Report on Form 10-K for the period October 1, 2014 through December 31, 2014. While the Company is not aware of any need to revise the results disclosed in this release, accounting literature may require information received by management between the date of this release and the filing of the Transition Report on Form 10-K to be reflected in the results of the fiscal period, even though the new information was received by management subsequent to the date of this release.

Sterling Bancorp and Subsidiaries��CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION��(unaudited, in thousands, except share and per share data)��



�	�	12/31/2014			�	9/30/2014			�	9/30/2013
Assets:	�	�			�	�			�	�
Cash and due from banks	�	$	121,520		�	$	177,619		�	$	113,090
Investment securities	�	1,713,183			�	1,689,888			�	1,208,392
Loans held for sale	�	46,599			�	17,846			�	1,011
Loans:	�	�			�	�			�	�
Residential mortgage	�	529,766			�	570,431			�	400,009
Commercial real estate	�	1,842,821			�	1,817,576			�	1,277,037
Commercial and industrial	�	2,145,644			�	2,076,474			�	439,787
Acquisition, development and construction	�	96,995			�	92,149			�	102,494
Consumer	�	200,415			�	203,808			�	193,571
Total loans, gross	�	4,815,641			�	4,760,438			�	2,412,898
Allowance for loan losses	�	(42,374		)	�	(40,612		)	�	(28,877		)
Total loans, net	�	4,773,267			�	4,719,826			�	2,384,021
Federal Home Loan Bank (FHLB) and Federal Reserve Bank Stock, at cost	�	75,437			�	66,085			�	24,312
Accrued interest receivable	�	19,301			�	19,667			�	11,698
Premises and equipment, net	�	46,156			�	43,286			�	36,520
Goodwill	�	388,926			�	388,926			�	163,117
Other intangibles	�	43,332			�	45,278			�	5,891
Bank owned life insurance	�	150,522			�	119,486			�	60,914
Other real estate owned	�	5,867			�	7,580			�	6,022
Other assets	�	40,712			�	41,900			�	34,184
Total assets	�	$	7,424,822		�	$	7,337,387		�	$	4,049,172
Liabilities:	�	�			�	�			�	�
Deposits	�	$	5,212,325		�	$	5,298,654		�	$	2,962,294
FHLB borrowings	�	1,003,209			�	795,028			�	462,953
Other borrowings	�	9,846			�	45,639			�
Senior notes	�	98,498			�	98,402			�	98,033
Mortgage escrow funds	�	4,167			�	4,494			�	12,646
Other liabilities	�	121,577			�	134,032			�	30,380
Total liabilities	�	6,449,622			�	6,376,249			�	3,566,306
Stockholders equity	�	975,200			�	961,138			�	482,866
Total liabilities and stockholders equity	�	$	7,424,822		�	$	7,337,387		�	$	4,049,172
�	�	�			�	�			�	�
Shares of common stock outstanding at period end	�	83,927,572			�	83,628,267			�	44,351,046
Book value per share	�	$	11.62		�	$	11.49		�	$	10.89
Tangible book value per share	�	6.47			�	6.30			�	7.08

Sterling Bancorp and Subsidiaries��CONSOLIDATED CONDENSED INCOME STATEMENTS

(unaudited, in thousands, except share and per share data)��

�

�For the Quarter Ended

�

12/31/2014

�

9/30/2014

�

12/31/2013

Interest and dividend income:

�

Loans and loan fees

�

56,869

�

55,793

�

43,288

Securities taxable

�

7,413

�

7,587

�

6,903

Securities non-taxable

�

2,865

�

2,866

�

2,161

Other earning assets

�

940

�

863

�

359

Total interest income

�

68,087

�

67,109

�

52,711

Interest expense:

�

Deposits

�

2,818

�

2,421

�

1,834

Borrowings

�

5,032

�

5,055

�

5,001

Total interest expense

�

7,850

�

7,476

�

6,835

Net interest income

�

60,237

�

59,633

�

45,876

Provision for loan losses

�

3,000

�

5,350

�

3,000

Net interest income after provision for loan losses

�

57,237

�

54,283

�

42,876

Non-interest income:

�

Accounts receivable / factoring commissions and other fees

�

4,134

�

3,814

�

2,226

Mortgage banking income

�

2,858

�

2,160

�

1,616

Deposit fees and service charges

�

4,221

�

3,850

�

3,942

Net (loss) gain on sale of securities

�

(43

)

�

(645

)

Bank owned life insurance

�

1,024

�

791

�

740

Investment management fees

�

403

�

446

�

540

Other

�

1,360

�

1,192

�

729

Total non-interest income

�

13,957

�

12,286

�

9,148

Non-interest expense:

�

Compensation and benefits

�

22,410

�

22,110

�

23,554

Stock-based compensation plans

�

1,146

�

1,006

�

991

Occupancy and office operations

�

7,245

�

7,148

�

6,333

Amortization of intangible assets

�

1,873

�

2,511

�

1,875

FDIC insurance and regulatory assessments

�

1,568

�

1,619

�

1,164

Other real estate owned, net (income) expense

�

(81

)

�

214

�

368

Merger-related expenses

�

502

�

9,068

Other

�

11,151

�

9,172

�

29,621

Total non-interest expense

�

45,814

�

43,780

�

72,974

Income (loss) before income tax expense

�

25,380

�

22,789

�

(20,950

)

Income tax expense (benefit)

�

8,376

�

6,452

�

(6,948

)

Net income (loss)

�

17,004

�

16,337

�

(14,002

)

Weighted average common shares:

�

Basic

�

83,831,380

�

83,610,943

�

70,493,305

Diluted

�

84,194,916

�

83,883,461

�

70,493,305

Earnings per common share:

�

Basic earnings per share

�

0.20

�

0.20

�

(0.20

)

Diluted earnings per share

�

0.20

�

0.19

�

(0.20

)

Dividends declared per share

�

0.07

�

0.07

�

Sterling Bancorp and Subsidiaries��SELECTED FINANCIAL DATA

(unaudited, in thousands, except share and per share data)��



�	As of and for the Quarter Ended
End of Period	12/31/2014		�	9/30/2014		�	6/30/2014		�	3/31/2014		�	12/31/2013
Total assets	$	7,424,822	�	$	7,337,387		$	7,250,729		$	6,924,419		$	6,667,437
Securities available for sale	1,140,846		�	1,110,813		�	1,160,510		�	1,233,310		�	1,153,313
Securities held to maturity	572,337		�	579,075		�	570,470		�	527,265		�	508,337
Loans, gross ¹	4,815,641		�	4,760,438		�	4,558,624		�	4,244,354		�	4,127,141
Goodwill	388,926		�	388,926		�	387,325		�	387,286		�	387,517
Other intangibles	43,332		�	45,278		�	47,860		�	50,441		�	53,020
Deposits	5,212,325		�	5,298,654		�	5,102,457		�	5,211,724		�	4,920,564
Municipal deposits (included above)	883,350		�	992,761		�	824,522		�	926,618		�	673,656
Borrowings	1,111,553		�	939,069		�	1,061,777		�	634,516		�	696,270
Stockholders equity	975,200			961,138			953,433			936,466			925,109
Tangible equity	542,942		�	526,934		�	518,248		�	498,739		�	484,572
Average Balances	�		�	�		�	�		�	�		�	�
Total assets	$	7,340,332		$	7,217,649		$	7,048,328		$	6,747,546		$	6,013,816
Loans, gross:	�		�	�		�	�		�	�		�	�
��Residential mortgage	566,705		�	548,146		�	536,038		�	520,887		�	491,231
��Commercial real estate	1,850,168		�	1,736,441		�	1,680,242		�	1,580,454		�	1,466,986
��Commercial and industrial	2,038,784		�	1,966,359		�	1,805,048		�	1,625,720		�	1,268,492
��Acquisition, development and construction	95,727		�	97,863		�	94,804		�	93,531		�	98,691
��Consumer	204,631		�	202,940		�	199,626		�	199,834		�	200,637
Loans, total ¹	4,756,015		�	4,580,178		�	4,315,758		�	4,042,702		�	3,526,037
Securities (taxable)	1,355,104		�	1,349,126		�	1,444,507		�	1,386,538		�	1,330,646
Securities (non-taxable)	366,017		�	361,766		�	339,417		�	324,470		�	250,520
Total earning assets	6,598,178		�	6,430,467		�	6,265,883		�	5,985,054		�	5,207,436
Deposits:	�		�	�		�	�		�	�		�	�
��Non-interest bearing demand	1,626,341		�	1,636,583		�	1,681,169		�	1,640,125		�	1,361,622
��Interest bearing demand	756,217		�	732,699		�	712,051		�	761,409		�	619,746
��Savings (including mortgage escrow funds)	685,142		�	647,103		�	606,518		�	613,131		�	622,530
��Money market	1,817,091		�	1,566,669		�	1,625,335		�	1,461,774		�	1,182,858
��Certificates of deposit	457,996		�	520,899		�	549,201		�	582,580		�	565,462
Total deposits and mortgage escrow	5,342,787		�	5,103,953		�	5,174,274		�	5,059,019		�	4,352,218
Borrowings	902,299		�	1,064,137		�	820,607		�	660,486		�	709,125
Equity	973,089			956,166			944,476			934,304			780,241
Tangible equity	539,693		�	522,025		�	507,671		�	494,691		�	432,703
Condensed Tax Equivalent Income Statement										�		�	�
Interest and dividend income	$	68,087	�	$	67,109	�	$	65,761	�	$	61,325	�	$	52,711
Tax equivalent adjustment^*	1,546		�	1,543		�	1,481		�	1,440		�	1,164
Interest expense	7,850		�	7,476		�	7,310		�	7,297		�	6,835
Net interest income (tax equivalent)	61,783		�	61,176		�	59,932		�	55,468		�	47,040
Provision for loan losses	3,000		�	5,350		�	5,950		�	4,800		�	3,000
Net interest income after provision for loan losses	58,783		�	55,826		�	53,982		�	50,668		�	44,040
Non-interest income	13,957		�	12,286		�	13,471		�	12,415		�	9,148
Non-interest expense	45,814		�	43,780		�	44,904		�	46,723		�	72,974
Income (loss) before income tax expense	26,926		�	24,332		�	22,549		�	16,360		�	(19,786		)
Income tax expense (benefit) (tax equivalent)^*	9,922		�	7,995		�	7,538		�	6,028		�	(5,784		)
Net income (loss)	$	17,004		$	16,337		$	15,011		$	10,332		$	(14,002	)
¹�Does not reflect allowance for loan losses of $42,374, $40,612, $36,350, $32,015 and $30,612.
^*Tax exempt income assumed at a statutory 35% federal tax rate.

Sterling Bancorp and Subsidiaries��SELECTED FINANCIAL RATIOS

(unaudited, in thousands, except share and per share data)



�	For the Quarter Ended
Per Share Data	12/31/2014			�	9/30/2014			�	6/30/2014			�	3/31/2014			�	12/31/2013
Basic earnings per share	$	0.20		�	$	0.20		�	$	0.18		�	$	0.12		�	$	(0.20	)
Diluted earnings per share	0.20			�	0.19			�	0.18			�	0.12			�	(0.20		)
Dividends declared per share	0.07			�	0.07			�	0.07			�	0.07			�
Tangible book value per share	6.47			�	6.30			�	6.20			�	5.97			�	5.77
Shares of common stock outstanding	83,927,572			�	83,628,267			�	83,600,529			�	83,544,307			�	83,955,647
Basic weighted average common shares outstanding	83,831,380			�	83,610,943			�	83,580,050			�	83,497,765			�	70,493,305
Diluted weighted average common shares outstanding	84,194,916				83,883,461				83,806,135				83,794,107				70,493,305
Performance Ratios (annualized)	�			�	�			�	�			�	�			�	�
Return on average assets	0.92		%	�	0.90		%	�	0.85		%	�	0.62		%	�	(0.92		)%
Return on average equity	6.93		%	�	6.78		%	�	6.37		%	�	4.48		%	�	(7.12		)%
Return on average tangible equity^�1	12.50		%	�	12.42		%	�	11.86		%	�	8.47		%	�	(12.84		)%
Core operating efficiency ¹	54.0		%	�	54.7		%	�	57.8		%	�	61.4		%	�	65.4		%
Analysis of Net Interest Income	�			�	�			�	�			�	�			�	�
Yield on loans	4.74		%	�	4.83		%	�	5.04		%	�	5.05		%	�	4.88		%
Yield on investment securities - tax equivalent²	2.73		%	�	2.78		%	�	2.75		%	�	2.77		%	�	2.57		%
Yield on earning assets - tax equivalent²	4.17		%	�	4.24		%	�	4.30		%	�	4.25		%	�	4.10		%
Cost of deposits	0.21		%	�	0.19		%	�	0.18		%	�	0.19		%	�	0.17		%
Cost of borrowings	2.21		%	�	1.88		%	�	2.44		%	�	3.01		%	�	2.80		%
Cost of interest bearing liabilities	0.67		%	�	0.65		%	�	0.68		%	�	0.73		%	�	0.73		%
Net interest rate spread - tax equivalent basis²	3.50		%	�	3.59		%	�	3.62		%	�	3.52		%	�	3.37		%
Net interest margin - tax equivalent basis²	3.70		%	�	3.77		%	�	3.84		%	�	3.76		%	�	3.58		%
Capital	�			�				�	�			�	�			�	�
Tier 1 leverage ratio - Bank only	9.38		%	�	9.34		%	�	9.42		%	�	9.83		%	�	10.58		%
Tier 1 risk-based capital - Bank only	$	651,204		�	$	636,327		�	$	624,599		�	$	622,878		�	$	593,462
Total risk-based capital - Bank only	693,973			�	676,939			�	661,344			�	655,288			�	624,469
Tangible equity as a % of tangible assets - consolidated^�1	7.76		%	�	7.63		%	�	7.60		%	�	7.69		%	�	7.78		%
Asset Quality	�			�	�			�	�			�	�			�	�
Non-performing loans (NPLs) non-accrual	$	45,859		�	$	49,562		�	$	53,153		�	$	54,877		�	$	35,597
Non-performing loans (NPLs) still accruing	783			�	1,401			�	3,645			�	5,394			�	2,845
Other real estate owned	5,867			�	7,580			�	5,017			�	9,275			�	11,751
Non-performing assets (NPAs)	52,509			�	58,543			�	61,815			�	69,546			�	50,193
Net charge-offs	1,238			�	1,088			�	1,615			�	3,397			�	1,265
Net charge-offs as a % of average loans (annualized)	0.10		%	�	0.09		%	�	0.15		%	�	0.34		%	�	0.14		%
NPLs as a % of total loans	0.97		%	�	1.07		%	�	1.25		%	�	1.42		%	�	0.93		%
NPAs as a % of total assets	0.71		%	�	0.80		%	�	0.85		%	�	1.00		%	�	0.75		%
Allowance for loan losses as a % of NPLs	90.8		%	�	79.7		%	�	64.0		%	�	53.1		%	�	79.6		%
Allowance for loan losses as a % of total loans	0.88		%	�	0.85		%	�	0.80		%	�	0.75		%	�	0.74		%
Special mention loans	$	31,318		�	$	39,553		�	$	41,829		�	$	39,964		�	$	38,834
Substandard / doubtful loans	74,901			�	73,093			�	79,110			�	82,673			�	77,337
¹�See reconciliation of non-GAAP measure on following page.								�	�			�	�			�	�
²��Tax equivalent adjustment represents interest income earned on municipal securities divided by the applicable Federal tax rate of 35% for all periods presented.

Sterling Bancorp and Subsidiaries�� NON-GAAP FINANCIAL MEASURES

(unaudited, in thousands, except share and per share data)��



�	As of and for the Quarter Ended
�	12/31/2014			�	9/30/2014			�	6/30/2014			�	3/31/2014			�	12/31/2013
The Company provides supplemental reporting of non-GAAP measures as management believes this information is useful to investors.
The following table shows the reconciliation of stockholders equity to tangible equity and the tangible equity ratio:
Total assets	$	7,424,822		�	$	7,337,387		�	$	7,250,729		�	$	6,924,419		�	$	6,667,437
Goodwill and other intangibles	(432,258		)	�	(434,204		)	�	(435,185		)	�	(437,727		)	�	(440,537		)
Tangible assets	6,992,564			�	6,903,183			�	6,815,544			�	6,486,692			�	6,226,900
Stockholders equity	975,200			�	961,138			�	953,433			�	936,466			�	925,109
Goodwill and other intangibles	(432,258		)	�	(434,204		)	�	(435,185		)	�	(437,727		)	�	(440,537		)
Tangible stockholders equity	542,942			�	526,934			�	518,248			�	498,739			�	484,572
Common stock outstanding at period end	83,927,572			�	83,628,267			�	83,600,529			�	83,544,307			�	83,955,647
Tangible equity as a % of tangible assets	7.76		%	�	7.63		%	�	7.60		%	�	7.69		%	�	7.78		%
Tangible book value per share	$	6.47		�	$	6.30		�	$	6.20		�	$	5.97		�	$	5.77
The Company believes that tangible equity is useful as a tool to help assess a companys capital position.
�
The following table shows the reconciliation of return on average tangible equity and core return on average tangible equity:
Average stockholders equity	$	973,089		�	$	956,166		�	$	944,476		�	$	934,304		�	$	780,241
Average goodwill and other intangibles	(433,396		)	�	(434,141		)	�	(436,805		)	�	(439,613		)	�	(347,538		)
Average tangible stockholders equity	539,693			�	522,025			�	507,671			�	494,691			�	432,703
Net income (loss)	17,004			�	16,337			�	15,011			�	10,332			�	(14,002		)
Net income (loss), if annualized	67,462			�	64,815			�	60,209			�	41,902			�	(55,551		)
Return on average tangible equity	12.50		%	�	12.42		%	�	11.86		%	�	8.47		%	�	(12.84		)%
Core net income (see reconciliation on page 11)	$	19,615		�	$	18,166		�	$	15,715		�	$	13,094		�	$	9,805
Annualized core net income	77,820			�	72,072			�	63,033			�	53,103			�	38,900
Core return on average tangible equity	14.42		%		13.81		%		12.42		%		10.73		%		8.99		%
The Company believes that the return on average tangible stockholders equity is useful as a tool to help assess a companys use of tangible equity.
�	�			�	�			�	�			�	�			�	�
The following table shows the reconciliation of return on tangible assets and core return on tangible assets:
Average assets	$	7,340,332			$	7,217,649			$	7,048,328			$	6,747,546			$	6,013,816
Average goodwill and other intangibles	(433,396		)		(434,141		)		(436,805		)		(439,613		)		(347,538		)
Average tangible assets	6,906,936				6,783,508				6,611,523				6,307,933				5,666,278
Net income (loss)	17,004				16,337				15,011				10,332				(14,002		)
Net income (loss), if annualized	67,462				64,815				60,209				41,902				(55,551		)
Return on average tangible assets	0.98		%		0.96		%		0.91		%		0.66		%		(0.98		)%
Core net income (see reconciliation on page 11)	$	19,615			$	18,166			$	15,715			$	13,094			$	9,805
Annualized core net income	77,820				72,072				63,033				53,103				38,900
Core return on average tangible assets	1.13		%		1.06		%		0.95		%		0.84		%		0.69		%
The Company believes that the core return on average tangible assets is a useful tool to help assess the Companys profitability.

Sterling Bancorp and Subsidiaries�� NON-GAAP FINANCIAL MEASURES

(unaudited, in thousands, except share and per share data)��



�	�	�			�	�			�	�			�	�			�	�
�		As of and for the Quarter Ended
�		12/31/2014			�	9/30/2014			�	6/30/2014			�	3/31/2014			�	12/31/2013
The following table shows the reconciliation of the core operating efficiency ratio:
Net interest income		$	60,237		�	$	59,633		�	$	58,451		�	$	54,028		�	$	45,876
Non-interest income		13,957			�	12,286			�	13,471			�	12,415			�	9,148
Total net revenue		74,194			�	71,919			�	71,922			�	66,443			�	55,024
Tax equivalent adjustment on securities interest income		1,546			�	1,543			�	1,481			�	1,440			�	1,164
Net loss (gain) on sale of securities		43			�	(33		)	�	(1,193		)	�	(60		)	�	645
Other (other gains and fair value loss on interest rate caps)					�				�				�				�	(93		)
Core total revenue		75,783			�	73,429			�	72,210			�	67,823			�	56,740
Non-interest expense		45,814			�	43,780			�	44,904			�	46,723			�	72,974
Merger-related expense		(502		)	�				�				�	(388		)	�	(9,068		)
Charge for asset write-downs, banking systems conversion, retention and severance		(2,493		)	�	(1,103		)	�	(2,321		)	�	(678		)	�	(22,167		)
Gain on sale of financial center and redemption of Trust Preferred Securities					�				�	1,637			�				�
Charge on benefit plan settlement					�				�				�	(1,486		)	�	(2,743		)
Amortization of intangible assets		(1,873		)	�	(2,511		)	�	(2,511		)	�	(2,511		)	�	(1,875		)
Core non-interest expense		40,946			�	40,166			�	41,709			�	41,660			�	37,121
Core operating efficiency ratio		54.0		%	�	54.7		%	�	57.8		%	�	61.4		%	�	65.4		%
The Company believes the core operating efficiency ratio is a useful tool to help assess the Companys core operating performance.
�		�			�	�			�	�			�	�			�	�
The following table shows the reconciliation of core net income and core earnings per share:
Income (loss) before income tax expense		$	25,380			$	22,789			$	21,068			$	14,920			$	(20,950	)
Income tax expense (benefit)		8,376				6,452				6,057				4,588				(6,948		)
Net income (loss)		17,004				16,337				15,011				10,332				(14,002		)
�
Net loss (gain) on sale of securities		43				(33		)		(1,193		)		(60		)		645
Merger-related expense		502												388				9,068
Charge for asset write-downs, banking systems conversion, retention and severance		2,493				1,103				2,321				678				22,167
Gain on sale of financial center and redemption of Trust Preferred Securities										(1,637		)
Charge on benefit plan settlement														1,486				2,743
Amortization of non-compete agreements		859				1,497				1,497				1,497				998
Total charges		3,897				2,567				988				3,989				35,621
Income tax (benefit)		(1,286		)		(738		)		(284		)		(1,227		)		(11,814		)
Total non-core charges net of taxes		2,611				1,829				704				2,762				23,807
Core net income		$	19,615			$	18,166			$	15,715			$	13,094			$	9,805
�
Weighted average diluted shares¹		84,194,916				83,883,461				83,806,135				83,794,107				70,493,305
Diluted EPS as reported		$	0.20			$	0.19			$	0.18			$	0.12			$	(0.20	)
Core diluted EPS (excluding total charges)		0.23				0.22				0.19				0.16				0.14
The Company believes the presentation of its net income excluding total charges provides a useful tool to help assess the Companys profitability.
¹��For the quarter ended December 31, 2013, represents diluted share calculation to compute diluted EPS assuming net income.

Sterling Bancorp and Subsidiaries�� NON-GAAP FINANCIAL MEASURES

(unaudited, in thousands, except share and per share data)��

�

For the fiscal year ended

�

9/30/2014

�

9/30/2013

The following table shows the reconciliation of return on average tangible equity and core return on average tangible equity:

Average stockholders equity

�

906,134

489,412

Average goodwill and other intangibles

�

(414,326

)

(170,364

)

Average tangible stockholders equity

�

491,808

319,048

Net income (loss)

�

17,004

27,678

Return on average tangible equity

�

5.63

7.92

Core net income (see reconciliation on page 13)

�

19,615

57,842

Core return on average tangible equity

�

11.76

7.04

The Company believes that the return on average tangible stockholders equity is useful as a tool to help assess a companys use of tangible equity.

�

The following table shows the reconciliation of return on tangible assets and core return on tangible assets:

Average assets

�

6,757,094

�

3,815,609

Average goodwill and other intangibles

�

(414,326

)

�

(170,364

)

Average tangible assets

�

6,342,768

�

3,645,245

Net income (loss)

�

17,004

�

27,678

Return on average tangible assets

�

0.44

�

0.69

Core net income (see reconciliation on page 13)

�

19,615

�

57,842

Core return on average tangible assets

�

0.91

�

0.62

The company believes that the core return on average tangible assets is a useful tool to help assess the Companys profitability.

Sterling Bancorp and Subsidiaries�� NON-GAAP FINANCIAL MEASURES

(unaudited, in thousands, except share and per share data)��

�

For the fiscal year ended

�

9/30/2014

�

9/30/2013

The following table shows the reconciliation of the core operating efficiency ratio:

Net interest income

�

60,237

217,988

Non-interest income

�

13,957

47,370

Total net revenue

�

74,194

�

265,358

Tax equivalent adjustment on securities interest income

�

1,546

5,628

Net (gain) on sale of securities

�

(641

)

Other (other gains and fair value loss on interest rate caps)

�

(93

)

Core total revenue

�

258,996

129,517

Non-interest expense

�

45,814

208,428

Merger-related expense

�

(502

)

(9,455

)

Charge for asset write-downs, banking systems conversion, retention and severance

�

(2,493

)

(26,590

)

Gain on sale of financial center and redemption of Trust Preferred Securities

�

1,637

Charge on benefit plan settlement

�

(4,095

)

Amortization of intangible assets

�

(1,873

)

(9,408

)

Core non-interest expense

�

160,517

86,409

Core operating efficiency ratio

�

62.0

66.7

The Company believes the presentation of its net income excluding total charges provides a useful tool to help assess the Companys profitability.

�

The following table shows the reconciliation of core net income and core earnings per share:

Income before income tax expense

�

25,380

�

37,830

Income tax expense

�

8,376

�

10,152

Net income

�

17,004

�

27,678

Net (gain) on sale of securities

�

(7,359

)

Merger-related expense

�

502

�

2,772

Gain on sale of financial center and redemption of Trust Preferred Securities

�

Charge for asset write-downs, banking systems conversion, retention and severance

�

2,493

�

588

Charge on benefit plan settlement

�

4,095

�

Amortization of non-compete agreements

�

859

�

Total charges (gains)

�

7,992

�

(3,999

)

Income tax (benefit)

�

(1,286

)

�

1,245

Total non-core charges (gains) net of taxes

�

6,706

�

(2,754

)

Core net income

�

23,710

�

24,924

�

Weighted average diluted shares

�

84,194,916

�

80,534,043

Diluted EPS as reported

�

0.20

�

0.34

Core diluted EPS (excluding total charges)

�

0.28

�

0.31

�

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