7,500,000 Shares STERLING BANCORP Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2010 • Sterling Bancorp • National commercial banks • New York
Sterling Bancorp, a New York corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 7,500,000 shares (the “Firm Shares”) of the Common Shares, par value $1.00 per share, of the Company (“Common Shares”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,125,000 Common Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
