STERLING BANCORP, DEF 14A, 1994-03-18

STERLING BANCORP
DEF 14A, 1994-03-18
NATIONAL COMMERCIAL BANKS

Previous: SOUTHWESTERN BELL TELEPHONE CO, 10-K, 1994-03-18

Next: STANHOME INC, DEF 14A, 1994-03-18

<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

STERLING BANCORP
(Name of Registrant as Specified in Its Charter)

STERLING BANCORP
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------

- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
(Sterling Bancorp Letterhead)

March 18, 1994

Dear Shareholder:

Sterling's Annual Meeting of Shareholders will be held on Thursday, April 21,
1994, at 10:00 a.m. in the Company's Board Room at 540 Madison Avenue (3rd
Floor), New York, N.Y. You are invited to attend.

We are pleased to report that Sterling has had, again, a year of solid earnings
gains. Our Sterling team is dedicated to strong and steady current performance
and to long term continuing growth in shareholder value. The Annual Meeting will
provide an opportunity to review with you Sterling's business and affairs and
give you a chance to meet your directors.

It is important that your shares be represented at the Annual Meeting whether or
not you are personally able to attend. Proxy material for the meeting
accompanies this letter and I urge you to sign and date the enclosed proxy card
and return it in the enclosed envelope as soon as possible.

Thank you very much for your continued interest and support.

Sincerely,

/s/ Louis Cappelli

<PAGE> 3

(LOGO)

STERLING BANCORP

540 MADISON AVENUE, NEW YORK, NY 10022-3299

NOTICE OF ANNUAL MEETING

APRIL 21, 1994

The Annual Meeting of Shareholders of Sterling Bancorp will be held on
Thursday, April 21, 1994 at 10:00 o'clock A.M. New York City time at the offices
of the Company, 540 Madison Avenue, New York, New York 10022-3299 (at 55th
Street) to consider and act upon the following matters:

1. Election of 12 directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected.

2. Transaction of such other business as may properly come before the
meeting or any adjournment thereof.

The close of business on March 4, 1994 has been fixed as the record date
for the meeting. Only shareholders of record at that time are entitled to notice
of and vote at the Annual Meeting.

IMPORTANT

WE URGE THAT YOU SIGN, DATE AND SEND IN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. SENDING IN
YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES PERSONALLY AT THE
MEETING, SINCE YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED.

By Order of the Board of Directors

JERROLD GILBERT
Secretary
March 18, 1994
<PAGE> 4

STERLING BANCORP
540 Madison Avenue
New York, N.Y. 10022-3299
------------------

PROXY STATEMENT

------------------

MARCH 18, 1994

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sterling Bancorp ("Company") with respect
to the Annual Meeting of Shareholders of the Company to be held on April 21,
1994. Any proxy given by a shareholder may be revoked at any time before it is
voted by giving appropriate notice to the Secretary of the Company. Proxies in
the accompanying form which are properly executed by shareholders and duly
returned to the Company and not revoked will be voted for all nominees listed
under "Election of Directors", unless the shareholder directs otherwise. This
proxy statement and the accompanying form of proxy are being mailed to
shareholders on or about March 18, 1994.

The outstanding shares of the Company at the close of business on March 4,
1994 entitled to
vote at the Annual Meeting consisted of 6,346,212 Common Shares, $1 par value
("Common Shares"), and 251,288 Preferred Shares, $5 par value ("Preferred
Shares") of which 1,288 are Series B and 250,000 are Series D. All outstanding
Common Shares and Preferred Shares vote together and not as separate classes.

The Common Shares and the Preferred Shares are entitled to one vote for
each share on all matters to be considered at the meeting and the holders of a
majority of such shares, present in person or represented by proxy, constitute a
quorum for the transaction of business at the Annual Meeting of Shareholders.
Only shareholders of record at the close of business on March 4, 1994 are
entitled to vote at the Annual Meeting.

ELECTION OF DIRECTORS

Twelve directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting of Shareholders to be held on April 21, 1994, to
serve until the next Annual Meeting and until their respective successors have
been elected. It is intended that, unless authority to vote for any nominee or
all nominees is withheld, the accompanying proxy will be voted in favor of the
election as directors of the nominees named below. With the exception of Messrs.
Hershfield, Humphreys and Sarnoff, all nominees are members of the present Board
of Directors, having been elected at the 1993 Annual Meeting of Shareholders.
There is no family relationship between any of the nominees or executive
officers. In the event that any of the nominees shall not be a candidate, the
persons designated as proxies are authorized to substitute one or more nominees,
although there is no reason to anticipate that this will occur.
<PAGE> 5

The information set forth in the following table has been furnished by the
nominees:

<TABLE>
<CAPTION>
YEAR
NAME, PRINCIPAL OCCUPATION FOR LAST FIVE YEARS, ELECTED A
BUSINESS EXPERIENCE, DIRECTORSHIPS AND DIRECTORSHIP OF THE DIRECTOR
COMPANY AND OF STERLING NATIONAL BANK & TRUST COMPANY OF NEW YORK OF THE
("BANK"), A SUBSIDIARY OF THE COMPANY, AND OTHER INFORMATION AGE COMPANY
- ------------------------------------------------------------------ ----
<S> <C> <C>
Joseph M. Adamko* 61 1992
Former Managing Dir., Manufacturers Hanover Trust Co.; Vice
Chairman of the Company and of the Bank; Director of the Bank
Charles A. Agemian 84 1986
Former Chief Financial Officer and Chief Operating Officer, The
Chase Manhattan Bank, N.A.; Director of the Bank
Lillian Berkman* 71 1989
President and Chief Executive Officer, General Alarm
Corporation; Director of the Bank
Louis J. Cappelli * 63 1971
Chairman of the Board and Chief Executive Officer of the
Company; Chairman of the Board and Director of the Bank
Walter Feldesman* 76 1975
Counsel, Baer Marks & Upham; Director of the Bank
Allan F. Hershfield** 62 --
President, Fashion Institute of Technology; Director of the Bank
Henry J. Humphreys** 65 --
Executive Director, American Association of the Sovereign
Military Order of Malta; Director of the Bank
John C. Millman* 51 1988
President of the Company; President, Chief Executive Officer and
Director of the Bank
</TABLE>

2
<PAGE> 6

- ---------------

* Member of Executive Committee.

** Nominee for director. Before holding their present positions: Mr. Hershfield
was from 1989 until 1992, Dean, Metropolitan College, Boston University and from
1985 to 1989 he was Executive Vice President, The University of Maryland
University College; Mr. Humphreys was Vice President, Bankers Trust Company
until 1991; and until his retirement in 1993 Mr. Sarnoff held the position of
Senior Vice President and Treasurer with Time Warner, Inc. or its predecessor
Warner Communications, Inc. for more than five years.

The following nominees hold directorships in public companies: Mr. Warren,
CSS Industries, Inc. and Barnwell Industries, Inc.; Mr. Adamko, Tommy Hilfiger
Corporation; and Mr. Rabb, Defense Software & Systems, Inc. and MicroHealth
Systems, Inc.

Reference is made to "Security Ownership of Directors and Executive
Officers and Certain Beneficial Owners" on page 10 for information as to the
nominees' holdings of the Company's equity securities.

EXECUTIVE COMPENSATION AND RELATED MATTERS

The following table sets forth information concerning the compensation for
the Company's last three completed fiscal years with respect to its chief
executive officer and the four other most highly compensated executive officers
who served as such at December 31, 1993.

3
<PAGE> 7

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ---------------------
COMPENSATION RESTRICTED ALL OTHER
-------------------- STOCK OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARD(S)($) SARS(#) SATION($)(1)
- ------------------------------------- ---- --------- -------- ----------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Louis J. Cappelli
Chairman of the Board and 1993 239,279 55,000 35,000 15,169
Chief Executive Officer, 1992 193,894 7,897
Sterling Bancorp 1991 177,500 7,645
Chairman of the Board,
Sterling National Bank
John C. Millman
President, 1993 180,288 43,000 25,000 288
Sterling Bancorp 1992 140,384 288
President and Chief Executive 1991 125,000 174
Officer,
Sterling National Bank
Jerrold Gilbert
Executive Vice President, 1993 112,500 4,000 (2) 5,000 450
General Counsel and Secretary, 1992 102,019 3,600 450
Sterling Bancorp 1991 95,000 450
Executive Vice President,
General Counsel and Secretary,
Sterling National Bank
Leonard Rudolph
Senior Vice President, 1993 112,500(3) 14,350 5,000 174
Sterling National Bank 1992 104,519 174
Vice President, 1991 86,538 77
Sterling Bancorp
John A. Aloisio
Senior Vice President, 1993 117,500(3) 7,000 5,000 288
Sterling National Bank 1992 114,663 288
Vice President, 1991 86,538 131
Sterling Bancorp
</TABLE>

- ---------------

(1) Represents term life insurance premiums paid by the Company on behalf
of executives.

(2) Represents 600 Common Shares with a value of $5,250 at December 31,
1992, which are vested and upon which dividends are paid.

(3) Messrs. Rudolph and Aloisio joined the bank during 1991. Amounts set
forth in the table above represent their compensation for the portion of the
year 1991 they were employed.

4
<PAGE> 8

Mr. Cappelli, who had theretofore been Senior Executive Vice President,
became the Company's President and Chief Operating Officer in February, 1992,
and became its Chairman and Chief Executive Officer in June, 1992. Mr. Millman
was elected President of the Company in April, 1993, having previously been
Executive Vice President.

Based upon the recommendation of its Compensation Committee (see its report
which is Schedule A to this Proxy Statement), the Board authorized and the
Company entered into agreements with Messrs. Cappelli and Millman, on February
18, 1993. These agreements currently provide for terms extending until December
31, 1996 and February 18, 1996 for Messrs. Cappelli and Millman, respectively,
and contain change of control provisions entitling the executive to monthly
severance payments equal to one-twelfth of base salary for a period of 36 months
if the executive is terminated other than for cause or has good reason to
terminate his employment, all as defined in the agreements. The executive also
has twelve months after a change of control to terminate his employment for any
reason and receive the severance benefits.

Retirement Plans. In November 1984, (1) the Sterling Bancorp/Sterling
National Bank and Trust Company of New York Employees' Retirement Plan ("New
Plan"), a defined benefit plan which covers all of their respective eligible
employees, was adopted and (2) the separate defined benefit plans ("Old Plans")
previously maintained by Sterling National Bank and Standard Financial
Corporation (since merged into the Company) were terminated, vesting the
benefits of the participants in the Old Plans for all years of credited service.
The New Plan gives credit for credited service under the Old Plans but provides,
in substance, for a participant's vested benefits under the Old Plans to be
offset against the benefits to be provided the participant under the New Plan.
Accordingly, the retirement benefits to be provided a continuing employee can be
determined simply by reference to the provisions of the New Plan.

An employee becomes eligible for participation in the New Plan upon the
attainment of age 21 and the completion of one year of service. All
contributions required of the New Plan are made by the employers and no employee
contributions are required or permitted.

The amounts accrued for financial reporting purposes for the account of
individual participants in the New Plan are not and cannot readily be
individually calculated by the actuary for the New Plan.

5
<PAGE> 9

The following table sets forth the estimated annual retirement benefits, on
a life annuity and guaranteed 10 year certain basis, payable to persons in
specified remuneration and years of service classifications, not subject to any
offset amount.

<TABLE>
<CAPTION>
HIGHEST
CONSECUTIVE
FIVE YEAR
AVERAGE ESTIMATED ANNUAL RETIREMENT BENEFIT* AT AGE 65 FOR
COMPENSATION REPRESENTATIVE YEARS OF CREDITED SERVICE
IN LAST ------------------------------------------------------------------------------------------------------------
10 YEARS 10 15 20 25 30 35 40 45 50
- ------------- ------- ------- ------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$100,000........ $14,760 $22,140 $29,520 $36,900 $ 44,280 $ 51,660 $ 59,040 $ 66,420 $ 73,800
125,000........ 18,510 27,765 37,020 45,275 55,530 64,785 74,040 83,295 92,550
150,000........ 22,260 33,390 44,520 55,650 66,780 77,910 89,040 100,170 111,300
175,000........ 26,010 39,015 52,020 65,025 78,030 91,035 104,040 117,045 130,050
200,000........ 29,760 44,640 59,520 74,400 89,280 104,160 119,040 133,920 148,800
225,000........ 35,570 50,265 67,020 83,775 100,530 117,285 134,040 150,795 167,550
250,000........ 37,260 55,890 74,520 93,150 111,780 130,410 149,040 167,670 186,300
</TABLE>

- ---------------

* Figures in the table do not give effect to provisions of the Tax Equity
and Fiscal Responsibility Act of 1982 which impose limitations on maximum
retirement benefits payable after December 31, 1982 or of provisions of the
Revenue Reconciliation Act of 1993, which impose further limitations as to
benefits payable after December 31, 1993. In February 1984, a Supplemental
Pension Benefit Plan ("Supplemental Plan") was adopted which provides for
supplemental payments to retirees of the Company in amounts equal to the
difference between the retirement benefits such retirees actually receive and
the amount which would have been received if Internal Revenue Code limitations
were not in effect.

Annual benefits are calculated on the highest consecutive five-year average
compensation during the ten years preceding retirement as provided in the New
Plan.

The pensions computed under the New Plan are equal to the sum of:

(1) 1% of the average compensation up to $4,800, multiplied by the
number of years of credited service, plus

(2) 1 1/2% of the average compensation in excess of $4,800, multiplied
by the number of years of credited service.

Average compensation includes salary compensation but not other types of
compensation.

The current number of years of service credited to Messrs. Cappelli,
Millman, Gilbert, Aloisio and Rudolph are 44, 17, 18, 3 and 3, respectively.

6
<PAGE> 10

OTHER PLANS

The following table sets forth information as to incentive stock options
granted during the Company's last fiscal year to each of the executive officers
named in the summary compensation table; there were no other grants to or any
exercises by them during the year.

<TABLE>
<CAPTION>
POTENTIAL
REALIZATION
VALUE AT
ANNUAL RATES
OF STOCK
PERCENT OF & APPLICATION
TOTAL OPTIONS/ FOR 10 YEAR OPTION
SARS GRANTED EXERCISE OR TERM
OPTIONS/SARS TO EMPLOYEES BASE PRICE EXPIRATION -------------------
NAME GRANTED(#) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------ ------------ -------------- -------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Louis J. Cappelli....... 35,000 35% $ 7.25 8/16/2003 $413,613 $658,175
John C. Millman......... 25,000 25 7.25 8/16/2003 295,438 470,125
Jerrold Gilbert......... 5,000 5 8.00 12/16/2003 65,200 103,750
Leonard Rudolph......... 5,000 5 8.00 12/16/2003 65,200 103,750
John A. Aloisio......... 5,000 5 8.00 12/16/2003 65,200 103,750
</TABLE>

Following a study commenced in 1992, the Board determined that in lieu of
further contributions to the profit sharing plans which the Company and Sterling
National Bank have had for many years, the Company should utilize an Employee
Stock Ownership Plan; under that Plan, all employees of the Company and its
subsidiaries who have attained age 21 and completed one year of service of at
least 1,000 hours are eligible participants.

7
<PAGE> 11

PERFORMANCE GRAPH

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG STERLING NATIONAL BANK & TRUST CO., THE S&P 500 INDEX AND A PEER GROUP**

<TABLE>
<CAPTION>
STERLING NA-
MEASUREMENT PERIOD TIONAL BANK &
(FISCAL YEAR COVERED) TRUST PEER GROUP S&P 500
<S> <C> <C> <C>
1988 100 100 100
1989 74 85 132
1990 72 46 128
1991 61 63 166
1992 94 96 179
1993 85 131 197
</TABLE>

- ---------------
* $100 invested on 12/31/88 in Stock or Index.
Includes investment of dividends.
Fiscal year ending December 31.

** The peer banking companies were selected utilizing the same criteria as in
the Company's 1993 proxy statement -- that is banking companies which were,
like the Company, publicly traded, located in the New York - New Jersey -
Connecticut, tri-state area with assets in the same size range at the outset.
They comprise: B.M.J. Financial Corp., DS Bancor, Inc., Evergreen Bancorp,
Inc., Merchants New York Bancorp, Newmil Bancorp, North Fork Bancorporation,
Inc., Trustco Bank Corp., United National Bancorp., Webster Financial Corp.

8
<PAGE> 12

TRANSACTIONS WITH THE COMPANY AND OTHER MATTERS

From time to time, officers and directors of the Company and their family
members or associates have purchased or may purchase short-term notes of the
Company and certificates of deposit from Sterling National Bank on the same
terms available to other persons. Sterling National Bank also makes loans from
time to time to related interests of directors. Such loans were made in the
ordinary course of business, on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal risk of
collectability or present other unfavorable features. A law firm to which Mr.
Feldesman, a director and nominee for reelection as a director, was Of Counsel
during 1993, received fees from Sterling National Bank for professional services
rendered.

MEETINGS AND ATTENDANCE OF DIRECTORS; COMMITTEES; FEES

During the year ended December 31, 1993, the Board of Directors of the
Company held six regularly scheduled meetings. In addition, various committees
of the Board met at regular meetings.

The Company has a standing Audit Committee, whose members are Messrs.
Feldesman (chairman), Adamko and Agemian and Mr. Paul W. Williams (a director
who is not standing for reelection). The Committee has held one meeting since
the beginning of the Company's last fiscal year. The primary functions of the
Audit Committee are to review the scope of the audit by the Company's
independent accountants, to consider issues which may arise in the course of the
audit, monitor the adequacy of the Company's internal accounting controls,
discuss the services, fees and charges of the independent accountants, report to
the Board in respect of these matters, and recommend the firm to be retained as
independent accountants for the Company.

At its December, 1992 meeting, the Board appointed a Compensation Committee
("Committee") consisting of four non-management directors: Mrs. Berkman, Mr.
Feldesman, Mr. Rabb and Mr. Warren. The Committee was requested to make
recommendations to the Board, first, as to the corporate policies to be adopted
regarding the extent to which executive officer compensation should be
performance related and the performance measures which should be considered and,
second, as to the compensation and other key terms of employment agreements with
Mr. Cappelli, the Company's chief executive officer, and Mr. Millman, who as the
Bank's President is the Bank's chief executive officer. The Committee (whose
report is Schedule A to this proxy statement) maintains ongoing responsibility
for these matters.

The Committee held five meetings during the Company's last fiscal year.

The Company does not have a standing nominating committee.

Mr. Adamko, Vice Chairman of the Company and the Bank, receives a monthly
fee of $3,750. Directors (other than Mr. Adamko and directors who are salaried
officers and thus ineligible) receive fees for attendance at Board and committee
meetings. Each eligible director receives $700 for attending each Board meeting,
$400 for attending each committee meeting and a $500 supplemental

9
<PAGE> 13

payment in December of each year. Expenses of directors incurred in traveling to
Board and committee meetings are reimbursed by the Company. The Chairman of the
Audit Committee receives an annual stipend of $3,000 for service in such
capacity in lieu of Audit Committee meeting fees.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL
OWNERS

The following table sets forth, as of March 8, 1994, holdings of the
Company's Common Shares and Preferred Shares by each director, each nominee for
director and each of the executive officers named in the Summary Compensation
Table on page 4 and by all directors and executive officers as a group. The
Common Shares are traded on The New York Stock Exchange and the closing price on
March 8, 1994 was $7 1/4 per share.

<TABLE>
<CAPTION>
% OF OUTSTANDING % OF OUTSTANDING
NAME COMMON SHARES(2) COMMON SHARES PREFERRED SHARES(2) PREFERRED SHARES
- ------------------------------ ---------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Joseph M. Adamko.............. 500 +
Charles A. Agemian............ 10,000 .16
Lillian Berkman............... 2,000 +
Louis J. Cappelli............. 121,859(1) 1.92 7,941 3.18
Walter Feldesman.............. 3,000 +
John C. Millman............... 39,925 .63 5,674 2.27
Maxwell M. Rabb............... 200 +
Eugene T. Rossides............ 2,200 +
William C. Warren............. 7,000 .11
Paul W. Williams.............. 2,710 +
Allan F. Hershfield........... 200 +
Henry J. Humphreys............ 200 +
Albert Sarnoff................ 500 +
Jerrold Gilbert............... 27,816 .44 3,977 1.59
Leonard Rudolph............... 6,501 + 3,884 1.55
John A. Aloisio............... 6,616 + 4,265 1.71
All directors and executive
officers as a Group (15 in
Group)...................... 233,001 3.67 31,882 12.75
</TABLE>

- ---------------

+ Less than .1 of 1%

(1) Security holdings indicated above do not include an aggregate of 298
Common Shares owned by Mr. Cappelli's wife, beneficial ownership of which he
disclaims.

(2) Each nominee and officer has sole voting and investment power with
respect to the securities indicated above to be owned by him, except that in the
case of Messrs. Cappelli, Millman, Gilbert, Rudolph and Aloisio, and all
directors and executive officers as a group, shares shown as owned include

10
<PAGE> 14

41,931, 3,630, 15,601, 1, 1 and 62,438 Common Shares, respectively, held in
profit sharing plans as to which they have power to direct the vote, and the
Preferred Shares, set forth above, held by the Company's Employee Stock
Ownership Trust upon which they are currently entitled to direct the vote and
35,000, 25,000, 5,000, 5,000 and 5,000 Common Shares, respectively, covered by
outstanding incentive stock options.

(3) In addition, Messrs. Agemian, Rossides, Warren and Rudolph own $10,000,
$1,000, $6,000 and $7,000 principal amounts, respectively, of the Company's
Floating Interest Rate Convertible Subordinated Debentures, Third Series, due
1996, which are convertible into Common Shares at a price of $12 per share, and
Mrs. Berkman and Messrs. Agemian, Cappelli, Warren and Williams own $10,000,
$100,000 (0.7%), $50,000 (0.3%), $15,000 (0.1%) and $5,000 principal amounts,
respectively, of the Company's Floating Interest Rate Convertible Subordinated
Debentures, 4th Series, due 1998 ("4th Series Debentures"), which are
convertible into Common Shares at a price of $12.50 per share. The Company's
Floating Interest Rate Convertible Subordinated Debentures, due 1992 and its
Floating Interest Rate Convertible Subordinated Debentures, Second Series, due
1994 were all prepaid and are no longer outstanding. Unless otherwise indicated,
all holdings are less than .1 of 1% of the class.

The following table sets forth, as of March 4, 1994, the number of Common
Shares owned beneficially by the Estate of Theodore H. Silbert and, based upon
the information provided by it to the Company as of December 31, 1993, by
Dimensional Fund Advisors, Inc.

<TABLE>
<CAPTION>
NUMBER AND
NATURE OF APPROXIMATE
COMMON SHARES PERCENTAGE
BENEFICIALLY OF
NAME AND ADDRESS OWNED CLASS
- ------------------------------------------------------------ ------------- -----------
<S> <C> <C>
Estate of Theodore H. Silbert............................... 404,398(1) 6.37%
c/o Trust Department
Sterling National Bank & Trust Company of New York
355 Lexington Avenue
New York, New York 10017 - 6664
Dimensional Fund Advisors Inc. ("Dimensional").............. 470,400(2) 7.41%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>

- ---------------

(1) Lawrence Newman (whose business address is Kaye, Scholer, Fierman, Hays
& Handler, 425 Park Ave., New York, NY 10022) is, together with the Bank,
co-executor of the Estate of Theodore H. Silbert.

(2) Dimensional has advised the Company that it is a registered investment
advisor and is deemed to have beneficial ownership of 470,400 Common Shares as
of December 31, 1993, all of which Shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company, the
DFA Investment Trust Company, a registered open-end investment company, or the
DFA Group Trust and the DFA Participating Group Trust, investment vehicles for
qualified employee

11
<PAGE> 15

benefit plans, all of which Dimensional serves as investment manager.
Dimensional has advised the Company that all such Shares are owned by advisory
clients of Dimensional, no one of which, to the knowledge of Dimensional, owns
more than 5% of the class. Dimensional disclaims beneficial ownership of all
such Shares.

Sterling Bancorp and Subsidiaries Employee Stock Ownership Trust (whose
address is 355 Lexington Ave., New York, NY 10017, Attn: Trust Dept.),
established pursuant to the Sterling Bancorp and Subsidiaries Employee Stock
Ownership Plan ("ESOP"), owns all 250,000 outstanding shares of Series D
Preferred Stock, each share of which is convertible into one Common Share. Until
these shares are allocated, voting rights are passed through to participants in
the ESOP based on relative compensation in the most recent calendar year. After
any shares have been allocated, participants vote shares allocated to their
respective ESOP accounts, and receive passed through voting rights with respect
to unallocated shares based on relative ESOP account balances. Any Shares with
respect to which voting instructions are not received are to be voted by the
ESOP Committee.

Except as set forth above, the Company does not know of any person that
owns more than 5% of any class of the Company's voting securities.

GENERAL

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG Peat Marwick has been engaged to audit the financial statements for
the Company's current fiscal year ending December 31, 1994. KPMG Peat Marwick
has been the auditor for the Company and its predecessors since 1958.
Representatives of KPMG Peat Marwick are expected to be present at the Annual
Meeting of Shareholders. They will have the opportunity to make a statement if
they desire to do so and are expected to be available to respond to appropriate
questions.

SHAREHOLDERS' PROPOSALS FOR 1995 ANNUAL MEETING

Any shareholder who may desire to submit a proposal for inclusion in the
proxy and proxy statement for the 1995 Annual Meeting of Shareholders scheduled
to be held on April 20, 1995, must present such proposal in writing to the
Company at 540 Madison Avenue, New York, New York 10022-3299, Attention: Jerrold
Gilbert, Secretary, not later than the close of business on November 11, 1994.

OTHER

Management knows of no other business to be presented to the Annual Meeting
of Shareholders, but if any other matters are properly presented to the meeting
or any adjournments thereof, the persons named in the proxies will vote upon
them in accordance with their best judgment.

12
<PAGE> 16

The cost of the solicitation of proxies in the enclosed form will be borne
by the Company. In addition to solicitation by mail, directors, officers and
employees of the Company may solicit proxies by personal interview, telephone or
telegram. The Company reimburses brokerage houses, custodians, nominees and
fiduciaries for their expenses in forwarding proxies and proxy material to their
principals. The Company has retained Morrow & Co., Inc. to assist in the
solicitation of proxies, which firm will, by agreement, receive compensation of
$3,000, plus expenses, for these services.

The Annual Report to Shareholders (which is not a part of the proxy
soliciting material) for the fiscal year ended December 31, 1993 accompanies
this Notice and Proxy Statement.

THE COMPANY FILES WITH THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL
REPORT ON FORM 10-K. A COPY OF THE REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31,
1993, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER SENDING A WRITTEN REQUEST THEREFOR
TO JOHN W. TIETJEN, CHIEF FINANCIAL OFFICER, STERLING BANCORP, 540 MADISON
AVENUE, NEW YORK, NY 10022-3299.

STERLING BANCORP
Dated: March 18, 1994

13
<PAGE> 17

SCHEDULE A

COMPENSATION COMMITTEE REPORT

In our February 18, 1993 report included in the proxy statement for the
Company's 1993 annual meeting, we stated that:

"Recognizing that the Company had not previously had a compensation
committee of non-management directors nor adopted compensation policies
relating executive compensation to performance or specifying measures of
such performance, the Board of Directors, in December 1992, appointed our
committee as a Standing Committee of Independent Non-Management Directors
and requested us to recommend to the Board (a) the future compensation and
other key terms of employment agreements with the chief executive officers
of the Company and of Sterling National Bank, Louis J. Cappelli and John C.
Millman, and (b) the extent to which future compensation of key executives
should be linked to performance and the performance measures which should
be considered.

"Our Committee held six meetings. We selected and retained the firm of
Towers Perrin to assist us and, with its help, reviewed the compensation
practices of comparable companies as well as the practices followed by the
Company in the past. During the course of our deliberations, in which
Towers Perrin fully participated, we considered various aspects of
compensation and focused upon two components: base salary, and performance
based annual bonuses as continuing significant portions of total
compensation.

"Based on these deliberations, the Committee recommended to the Board
that (a) With respect to the arrangements with Messrs. Cappelli and
Millman, base salaries (1993) should be $245,000 and $185,000,
respectively, with maximum performance bonuses of $55,000 and $43,000 to be
paid if annual targets were met. With these combinations of base salary and
bonus, Messrs. Cappelli and Millman would achieve total cash compensation
comparing favorably with that of peer executives only if the Committee
recommended performance targets were met and not otherwise. The agreements
with Messrs. Cappelli and Millman should also reflect other principal
terms, as contained in the forms presented to the February 18, 1993 Board
meeting.

(b) Company policy should be to make a meaningful part of the
compensation of executive officers be based on Company performance. While
the relative importance of performance measures may vary from year to year
in line with corporate business plans and the Committee's judgment, the
measures would include, amongst other criteria, earnings, return on assets,
return on equity, asset quality, as well as progress in such areas as core
deposits."

In accordance with the above, 1993 targets were set for consolidated
earnings, return on assets, return on equity and for the Bank's average core
loans and average deposits. Each performance target was set at a level
representing meaningful growth over the appropriate base period. As a result of
1993 performance, bonuses of $55,000 and $43,000 respectively, were earned by
Messrs. Cappelli and Millman.

Dated: February 17, 1994

Walter Feldesman Lillian Berkman, Chairman
Maxwell M. Rabb William C. Warren, Vice
Chairman

A-1
<PAGE> 18
STERLING BANCORP
540 Madison Avenue, New York, NY 10022-3299

(LOGO)

Division
ZENITH FINANCIAL SERVICES COMPANY

Subsidiaries

STERLING NATIONAL BANK & TRUST COMPANY OF NEW YORK

STANDARD FACTORS CORPORATION

SECURITY INDUSTRIAL LOAN ASSOCIATION

STERLING BANKING CORPORATION

UNIVERSAL FINANCE CORPORATION

<PAGE> 19

STERLING BANCORP

540 MADISON AVENUE, NEW YORK, NY 10022-3299

(LOGO)
<PAGE> 20
This Proxy is Solicited on Behalf
of the Board of Directors

(LOGO) STERLING BANCORP

ANNUAL MEETING OF SHAREHOLDERS, APRIL 21, 1994

PROXY

The undersigned appoints Louis J. Cappelli, John C. Millman and Lillian
Berkman, or any one of them, attorneys and proxies with power of substitution,
to vote all of the Common Shares and Preferred Shares of Sterling Bancorp
standing in the name of the undersigned at the Annual Meeting of Shareholders
on April 21, 1994, and all adjournments thereof, hereby revoking any proxy
heretofore given.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY

<PAGE> 21

THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER /X/ Please mark
IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, your votes
THIS PROXY WILL BE VOTED "FOR ALL NOMINEES" IN ITEM 1. as this

-------------- ----------------
COMMON PREFERRED

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN ITEM 1.

1. ELECTION OF DIRECTORS

Joseph M. Adamko, Charles A. Agemian, Lillian Berkman, Louis J. Cappelli, Walter
Feldesman, Allan F. Hershfield, Henry J. Humphreys, John C. Millman, Maxwell M.
Rabb, Eugene T. Rossides, Albert Sarnoff, William C. Warren.

For all Withheld for all
Nominees Nominees

/ / / /

To withhold authority to vote for any individual nominee(s) write that
nominee's name in the space provided.

- -------------------------------------------------------------

2. IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE upon such other
business as may properly come before the meeting.

<TABLE>
<S> <C>
Signature(s) Date
-------------------------------------------- ----------------
</TABLE>

Please mark, date, and sign as your name appears hereon and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc., you should so indicate when signing. If the signer is a corporation,
please sign the full corporate name, by duly authorized officer. If shares are
held jointly, each shareholder named should sign.