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
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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] No fee required.

[ ] 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:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] 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:

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(4) Date Filed:

------------------------------------------------------------------------
2

[STERLING BANCORP LOGO] 430 PARK AVENUE / NEW YORK, N.Y. 10022-3505

LOUIS J. CAPPELLI
CHAIRMAN
& CHIEF EXECUTIVE
OFFICER

March 13, 2000

Dear Shareholder:

Sterling's Annual Meeting of Shareholders will be held on Tuesday, April 18,
2000, at 9:30 A.M., at The University Club, Council Room, 7th Floor, 1 West 54th
Street, New York, N.Y., and you are invited to attend.

The fourth quarter of 1999 marked the 26th consecutive quarter of double-digit
earnings growth for Sterling, with diluted earnings per share up 17.1% to $1.64.
Net income for 1999 grew to a record level of $14.6 million. Total assets
increased 16.7% to $1,219 million, with asset quality in the highest quartile of
our peer group. We saw improvement in all significant performance
ratios -- return on average assets rose to 1.4% and return on average tangible
equity rose to 17.9%. In November, your Board of Directors approved a 5% stock
dividend and an increased quarterly cash dividend of $0.14, up from $0.12 per
share. This action resulted in an increase of 23% in the dividend rate and
reaffirms Sterling's long-standing commitment that shareholders benefit from our
success on an ongoing basis.

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. This year, you may vote your shares by using a toll
free telephone number or on the Internet (see the instructions on the
accompanying proxy card) or, as in past years, you may sign, date and mail the
proxy card in the postage paid envelope provided.

Thank you for your continued interest and support.

Sincerely,

/s/ Louis Cappelli
3

[STERLING BANCORP LOGO]
STERLING BANCORP

430 PARK AVENUE, NEW YORK, NY 10022-3505

NOTICE OF ANNUAL MEETING

APRIL 18, 2000

The Annual Meeting of Shareholders of Sterling Bancorp will be held on
Tuesday, April 18, 2000, at 9:30 o'clock A.M., New York City time, at The
University Club, 1 West 54th Street, Council Room, 7th Floor, New York, New
York, to consider and act upon the following matters:

1. Election of 11 directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected.

2. Such other matters as may properly come before the meeting or any
adjournment thereof.

The close of business on March 3, 2000 has been fixed as the record date
for the meeting. Only shareholders of record at that time are entitled to notice
of and to vote at the Annual Meeting.

IMPORTANT

WE URGE THAT YOU SIGN, DATE AND SEND IN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE, OR TO VOTE VIA THE TOLL FREE TELEPHONE NUMBER OR VIA THE INTERNET
AS INSTRUCTED ON THE PROXY CARD, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING. SENDING IN YOUR PROXY OR VOTING BY TELEPHONE OR ON THE INTERNET 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

LESLEY E. GOLDBERG
Secretary
March 13, 2000
4

[STERLING BANCORP LOGO]

STERLING BANCORP
430 Park Avenue
New York, N.Y. 10022-3505
------------------

PROXY STATEMENT

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

MARCH 13, 2000

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 18,
2000. 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 or by
delivering a later dated proxy or by a vote by the shareholder in person at the
Annual Meeting. 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" and on other matters in
accordance with the Board of Directors' recommendations, unless the shareholder
directs otherwise. This proxy statement and the accompanying form of proxy are
being mailed to shareholders on or about March 17, 2000.

The outstanding shares of the Company at the close of business on March 3,
2000 entitled to
vote at the Annual Meeting consisted of 8,377,441 Common Shares, $1 par value
("Common Shares"), and 243,113 Preferred Shares, ("Preferred Shares") of which
1,230 are Series B ($5 par value) and 241,883 are Series D ($5 par value). 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 3, 2000 are
entitled to vote at the Annual Meeting.

ELECTION OF DIRECTORS

Eleven directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting of Shareholders to be held on April 18, 2000, 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 by the shareholder, a properly executed and returned
proxy will be voted in favor of the election as directors of the nominees named
below. All nominees are members of the present Board of Directors, having been
elected at the 1999 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.

Assuming the presence of a quorum, directors are elected by a plurality of
the votes cast. Abstentions and broker non-votes (arising from the absence of
discretionary authority on the part of a broker-dealer to vote shares held in
street name for a customer) will have no effect on the election of directors.
5

The information set forth below has been furnished by the nominees:

NAME, PRINCIPAL OCCUPATION FOR LAST FIVE YEARS, YEAR
BUSINESS EXPERIENCE, DIRECTORSHIP OF THE COMPANY ELECTED A
AND OF STERLING NATIONAL BANK ("BANK"), DIRECTOR
A SUBSIDIARY OF THE COMPANY, AND OTHER INFORMATION AGE OF THE
-------------------------------------------------- --- COMPANY--

Robert Abrams 61 1999
Member, Stroock & Stroock & Lavan, LLP; former Attorney
General of the State of New York; former Bronx Borough
President

Joseph M. Adamko* 67 1992
Former Managing Director, Manufacturers Hanover Trust Co.
(now Chase Manhattan Bank, N.A.); Vice Chairman of the
Company and of the Bank

Lillian Berkman* 77 1989
President and Chief Executive Officer, General Alarm
Corporation

Louis J. Cappelli * 69 1971
Chairman of the Board and Chief Executive Officer of the
Company; Chairman of the Board of the Bank

Walter Feldesman* 82 1975
Counsel, Baer Marks & Upham

Allan F. Hershfield 68 1994
President, Resources for the 21st Century; former
President, Fashion Institute of Technology

Henry J. Humphreys 71 1994
Counselor-Permanent Observer, Mission of the Sovereign
Military Order of Malta to the United Nations; former
Chancellor and Chief Operating Officer, American
Association of the Sovereign Military Order of Malta

John C. Millman* 57 1988
President of the Company; President and Chief Executive
Officer of the Bank

Maxwell M. Rabb 89 1989
Counsel, Kramer, Levin, Naftalis & Frankel; former United
States Ambassador to Italy

Eugene T. Rossides 72 1989
Senior Counsel, Clifford Chance Rogers & Wells LLP; former
Assistant Secretary, United States Treasury Department

William C. Warren* 91 1988
Of Counsel, Roberts & Holland, LLP; Dean Emeritus,
Columbia University School of Law

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

* Member of Executive Committee.

Each nominee is a director of the Bank.

The following nominees hold directorships in public companies: Mr. Adamko,
Tommy Hilfiger Corporation; Mr. Rabb, Preferred Employees, Inc.

Reference is made to "Security Ownership of Directors and Executive
Officers and Certain Beneficial Owners" on page 8 for information as to the
nominees' holdings of the Company's equity securities.

2
6

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, 1999.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
ANNUAL -----------------------------
COMPENSATION RESTRICTED SECURITIES ALL OTHER
-------------------- STOCK UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($)(1) OPTIONS(#)(2) SATION($)(3)
--------------------------- ---- --------- -------- ------------- ------------- ------------

Louis J. Cappelli 1999 465,086 550,000 105,000 61,984
Chairman of the Board and 1998 433,030 385,000 100,000 80,349
Chief Executive Officer, 1997 400,000 350,000 75,000 66,813
Sterling Bancorp
Chairman of the Board,
Sterling National Bank
John C. Millman 1999 304,980 270,000 52,500 21,636
President, 1998 285,324 190,000 50,000 25,987
Sterling Bancorp 1997 265,000 170,000 40,000 17,490
President and Chief Executive
Officer,
Sterling National Bank
Jerrold Gilbert 1999 142,500 15,000 15,750 5,864
Executive Vice President and 1998 137,500 15,000 15,000 7,839
General Counsel 1997 132,500 25,000 15,000 6,074
Sterling Bancorp and
Sterling National Bank
John W. Tietjen 1999 155,000 37,500 21,000 5,864
Executive Vice President, 1998 140,000 35,000 15,000 7,425
Treasurer and Chief Financial 1997 127,500 30,000 12,000 6,122
Officer,
Sterling Bancorp
Executive Vice President
Sterling National Bank
John A. Aloisio 1999 175,000 35,000 21,000 5,864
Senior Vice President, 1998 165,000 25,000 15,000 7,587
Sterling Bancorp 1997 150,000 25,000 15,000 5,660
Executive Vice President,
Sterling National Bank

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

(1) As of December 31, 1999, Messrs. Cappelli, Millman, Gilbert and Tietjen,
respectively, owned in the aggregate 50,000, 35,000, 5,000 and 2,500 Common
Shares valued at $800,000, $560,000, $80,000 and $40,000 and as to which
dividends are payable, which Common Shares were subject to restrictions on
the date of grant, January 3, 1996. Such restrictions lapsed as to 25
percent thereof on the first, second, third and fourth anniversaries of the
date of grant. Accordingly, as of January 3, 2000, none of the Common Shares
owned by Messrs. Cappelli, Millman, Gilbert and Tietjen were subject to
restrictions.

(2) Effective February 12, 1999, options covering 100,000, 50,000, 15,000,
20,000, and 20,000 Common Shares were granted to Messrs. Cappelli, Millman,
Gilbert, Tietjen, and Aloisio, respectively. In November 1999, the Board of
Directors increased the number of Common Shares underlying all previously
granted options to reflect a five percent stock dividend declared on
November 17, 1999 and paid by the Company on December 14, 1999. Accordingly,
at year end the number of Common Shares underlying options granted in 1999
was 105,000 for Mr. Cappelli, 52,500 for Mr. Millman, 15,750 for Mr.
Gilbert, and 21,000 each for Messrs. Tietjen and Aloisio.

(3) Represents for each executive the term life insurance premiums paid by the
Company on his behalf, and as to Mr. Cappelli, includes premiums paid by the
Company for split-dollar life insurance policies insuring the joint lives of
him and his spouse. This insuring of joint lives reduces the premiums paid
for the coverage. Premiums paid by the Company will be refunded to the
Company on termination of the split-dollar policies. The imputed income with
respect to the premium for the term life insurance provided under the
split-dollar policies and included in the figure for 1999 was $2,894. The
value of the benefits to Mr. Cappelli of the remainder of the premiums paid
by the Company on the split-dollar policies and included in the figure for
1999 was $21,410. Also represents for each executive, his allocable share of
the Company's Employee Stock Ownership Plan ("ESOP") compensation expense,
and as to Messrs. Cappelli and Millman, $29,048 and $15,502, respectively,
accruing to them for 1999 under the Company's supplemental pension benefit
plan (see "Retirement Plans" below) as compensation for Internal Revenue
Code limitations on contributions to the ESOP for them.
3
7

Employment Contracts. The Company has agreements with Messrs. Cappelli and
Millman which currently provide for terms extending until December 31, 2004 and
December 31, 2002, respectively, and contain change of control provisions
entitling each of them to a lump-sum cash payment in an amount equal to three
times his average annual compensation during the Company's three fiscal years
preceding the date of termination and the continuation of health and similar
benefits for a period of 36 months following termination if he is terminated
within two years of a change in control. Messrs. Cappelli and Millman each also
have thirteen months after a change of control to terminate employment for any
reason and receive the severance benefits. These agreements were entered into
upon the recommendation of the Board's Compensation Committee in 1993 and
amended in 1998. The Company also has change of control agreements with other
executive officers, including Messrs. Gilbert, Tietjen, and Aloisio, providing
for guaranteed severance payments equal to two times the annual compensation of
the officer and continuation of health and similar benefits for the applicable
period if the officer is terminated within two years of a change of control. All
change of control agreements provide for cash payments in amounts necessary to
insure that the payments made thereunder are not subject to reduction due to the
imposition of excise taxes payable under I.R.S. Code Section 4999 or any similar
tax.

Retirement Plans. In November 1984, (1) the Sterling Bancorp/Sterling
National Bank 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 Internal Revenue Code imposes limitations on the retirement benefits
payable to more highly compensated employees. The Company has a Supplemental
Executive Retirement Plan for designated employees ("Supplemental Plan"), which
provides for supplemental payments to such retirees of the Company in amounts
equal to the difference between retirement benefits such retirees actually
receive under the Company's plans and the amount which would have been received
were such Internal Revenue Code limitations not in effect.

The following table sets forth the estimated annual retirement benefits
under the above plans, 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.

PENSION PLAN TABLE

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

$100,000............ $14,760 $ 22,140 $ 29,520 $ 36,900 $ 44,280 $ 51,660 $ 59,040 $ 66,420 $ 73,800
200,000............ 29,760 44,640 59,520 74,400 89,280 104,160 119,040 133,920 148,800
300,000............ 44,760 67,140 89,520 111,900 134,280 156,660 179,040 201,420 223,800
400,000............ 59,760 89,640 119,520 149,400 179,280 209,160 239,040 268,920 298,800
500,000............ 74,760 112,140 149,520 186,900 224,280 261,660 299,040 336,420 373,800
600,000............ 89,760 134,640 179,520 224,400 269,280 314,160 359,040 403,920 448,800
700,000............ 104,760 157,140 209,520 261,900 314,280 366,660 419,040 471,420 523,800
800,000............ 119,760 179,640 239,520 299,400 359,280 419,160 479,040 538,920 598,800

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

4
8

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 under the New Plan includes salary compensation but
not other types of compensation; bonus compensation for designated senior
management executives, presently the Chairman and President, is included under
the Supplemental Plan as currently in effect.

The current number of years of service credited to Messrs. Cappelli,
Millman, Gilbert, Tietjen and Aloisio are 48, 23, 25, 10 and 9 respectively.

OTHER PLANS

The following tables set forth information as to options granted to each of
the executive officers named in the Summary Compensation Table on page 3 in the
last fiscal year and as to incentive stock options held at December 31, 1999 by
such executive officers. The options granted to Mr. Cappelli and Mr. Millman in
1999 are nonqualified stock options. The remainder of the options are intended
to be incentive stock options.

OPTION GRANTS IN LAST FISCAL YEAR

NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS GRANT DATE
UNDERLYING GRANTED TO EXERCISE OR PRESENT
THE OPTION EMPLOYEES BASE PRICE EXPIRATION VALUE
NAME GRANTED(1) IN 1999 ($/SH)(2) DATE ($)(3)
---- ---------- ------------- ------------ ---------- ----------

Louis J. Cappelli....................... 105,000 34.01 19.83 2/11/09 625,800
John C. Millman......................... 52,500 17.00 19.83 2/11/09 312,900
Jerrold Gilbert......................... 15,750 5.10 19.83 2/11/09 71,505
John W. Tietjen......................... 21,000 6.80 19.83 2/11/09 95,340
John A. Aloisio......................... 21,000 6.80 19.83 2/11/09 95,340

- ---------------
(1) The number of Common Shares underlying options granted reflects an
adjustment to each option in connection with a five percent stock dividend
paid by the Company on December 14, 1999. Options granted will vest in
accordance with the following schedule: 105,000 options in 2000 for Mr.
Cappelli; 52,500 options in 2000 for Mr. Millman; 4,852 options in 2004 and
5,044 options in each of 2005 and 2006 and 810 options in 2007 for Mr.
Gilbert; 2,154 options in 2003, 5,044 options in each of 2004, 2005 and
2006, and 3,714 options in 2007 for Mr. Tietjen; and 4,852 options in 2004
and 5,044 options in each of 2005, 2006 and 2007 and 1,016 options in 2008
for Mr. Aloisio (all subject to acceleration under certain circumstances,
including a change of control).

(2) In order to permit option holders to retain their potential proportionate
interest in the Company following payment by the Company of a five percent
stock dividend, the number of Common Shares underlying options previously
granted under the Company's Stock Incentive Plan was increased by five
percent and the exercise price of all such options was decreased by 4.75
percent. This adjustment was required to ensure that the value of the
options was neither increased nor decreased on account of the stock
dividend.

(3) In accordance with SEC rules, the Black-Scholes option pricing model was
chosen to estimate the grant date present value of the options set forth in
this table. The Company's use of this model should not be construed as an
endorsement of its accuracy at valuing options. All stock option valuation
models, including the Black-Scholes model, require a prediction about the
future movement of the stock price. The following assumptions were made for
purposes of calculating the grant date present value: an expected option
term of eight years for nonqualified options and four years for qualified
options; expected volatility of 25%; dividend yield of 3.25%; and risk free
rate of return of 7.12%. The real value of the

5
9

options in this table depends upon the actual changes in the market price of
Common Shares during the applicable period.

FISCAL YEAR-END OPTION VALUES

NUMBER OF COMMON SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS HELD AT AT FISCAL YEAR END
FISCAL YEAR END -----------------------------
SHARES ACQUIRED VALUE ----------------------------- VESTED NON-VESTED
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE NON-EXERCISABLE EXERCISABLE NON-EXERCISABLE
---- --------------- ----------- ----------- --------------- ----------- ---------------

Louis J. Cappelli........... -- -- 159,252 166,247 $355,585 $75,334
John C. Millman............. -- -- 92,297 80,953 255,276 34,997
Jerrold Gilbert............. -- -- 26,146 33,704 90,719 2,711
John W. Tietjen............. -- -- 23,168 36,157 56,296 0
John A. Aloisio............. -- -- 31,396 38,954 112,191 2,711

PERFORMANCE GRAPH

The following graph sets forth a comparison of the percentage change in the
cumulative total shareholder return on the Company's Common Shares compared to
the cumulative total return on the Standard & Poor's 500 Index (the "S&P 500
Index"), and the Keefe, Bruyette & Woods 50 Index ("KBW 50 Index"). The stock
price performance shown on the graph below is not necessarily indicative of
future performance.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG STERLING BANCORP, THE S&P 500 INDEX AND THE KBW 50 INDEX

[LINE GRAPH]

- ---------------------------------------------------------------------------------------------
BASE
PERIOD
COMPANY/INDEX NAME DEC 94 DEC 95 DEC 96 DEC 97 DEC 98 DEC 99
- ---------------------------------------------------------------------------------------------
STERLING BANCORP $100 $197.86 $239.50 $397.10 $384.20 $290.66
- ---------------------------------------------------------------------------------------------
S&P 500 100 137.58 169.17 225.61 290.09 351.13
- ---------------------------------------------------------------------------------------------
KBW 50 100 160.16 226.56 331.21 358.62 346.17
- ---------------------------------------------------------------------------------------------

- ---------------
* $100 invested on 12/31/94 in Stock or Index.
Including reinvestment of dividends.
Fiscal year ending December 31.
6
10

MEETINGS AND ATTENDANCE OF DIRECTORS; COMMITTEES; FEES

During the year ended December 31, 1999, the Board of Directors of the
Company held five regularly scheduled meetings. In addition, various committees
of the Board met at regular meetings. No director attended fewer than 75% of the
meetings he or she was required to attend. The Company has standing audit and
compensation committees and does not have a nominating committee or a committee
performing similar functions.

The members of the audit committee ("Audit Committee") are Messrs.
Feldesman (chair), Adamko, Humphreys and Rossides. The Committee held four
meetings during the year ended December 31, 1999. Among the functions of the
Audit Committee are to review the scope of the audit by the Company's
independent accountants, 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.

The members of the compensation committee ("Compensation Committee") are
Mrs. Berkman (chair), Mr. Feldesman and Mr. Warren. None of the members of the
Compensation Committee has ever been an officer or employee of the Company or
any of the Company's subsidiaries. Among the functions of the Compensation
Committee are making recommendations to the Board concerning the bases for
executive officer compensation, including the relationship between compensation
and performance and the measures of performance to be considered, and concerning
the compensation and other key terms of employment agreements with Mr. Cappelli
and Mr. Millman. (See "Compensation Committee Report" attached as Exhibit A to
this Proxy Statement.) The Compensation Committee held one meeting during the
year ended December 31, 1999.

Directors who are not salaried officers receive fees for attendance at
Board and committee meetings. Each eligible director receives $1,000 for
attending each Board meeting, $600 for attending each committee meeting, a $500
supplemental payment in December of each year and an annual option for 4,000
Common Shares on the last day the Company's Shares are traded in June. The
options are nonqualified stock options exercisable in four equal installments,
commencing on the first anniversary of the date of grant and expiring on the
fifth anniversary of such date, provided, however, that they become immediately
exercisable in the event of a change in control of the Company. The exercise
price is equal to 100% of the fair market value of the Common Shares on the date
of grant. Upon termination of the services of a director who is not also a
salaried officer, all options then exercisable may be exercised for a period of
three months, except that if termination is by reason of death, the legal
representative of such deceased director has six months to exercise all options
regardless of whether the decedent could have exercised them. Expenses of
directors incurred in traveling to Board and committee meetings are reimbursed
by the Company. The Chair of the Audit Committee receives an annual stipend of
$5,000 for service in such capacity in lieu of Audit Committee meeting fees. Mr.
Adamko, Vice Chairman of the Company and the Bank, receives a monthly fee of
$3,750 but does not receive attendance fees.

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 the Bank on the same terms available to
other persons. The Bank also makes loans from time to time to related interests
of directors. Such loans are 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 do not
involve more than the normal risk of collectability or present other unfavorable
features. Messrs. Feldesman, Rossides and Warren each are counsel to law firms
that the Company retained during its last fiscal year.

7
11

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL
OWNERS; SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The following table sets forth, as of February 29, 2000, holdings of the
Company's Common Shares and Preferred Shares by each present director and each
of the executive officers named in the Summary Compensation Table on page 3 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 3, 2000 was
$14.625 per share.

% OF OUTSTANDING
COMMON % OF OUTSTANDING SERIES D SERIES D
NAME SHARES(1) COMMON SHARES PREFERRED SHARES(1) PREFERRED SHARES
---- ------------ ---------------- ------------------- ----------------

Robert Abrams....................... 105 +
Joseph M. Adamko.................... 6,300 +
Lillian Berkman..................... 32,130 .38
Louis J. Cappelli................... 391,985 4.68 3,364 1.39
Walter Feldesman.................... 8,925 .10
Allan F. Hershfield................. 6,144 +
Henry J. Humphreys.................. 5,985 +
John C. Millman..................... 193,847 2.31 3,282 1.36
Maxwell M. Rabb..................... 7,560 +
Eugene T. Rossides.................. 6,293 +
William C. Warren................... 30,916 .37
Jerrold Gilbert..................... 69,093 .82 3,075 1.27
John W. Tietjen..................... 36,247 .43 3,021 1.24
John A. Aloisio..................... 42,048 .50 3,125 1.29
All directors and executive officers
as a group (14 in group).......... 837,578 9.99 15,867 6.56

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

+ Less than .1 of 1%

(1) Each director 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, Tietjen and Aloisio, shares shown as
owned include 49,334; 4,412; 18,363; 84; and 3 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. The
shares shown as owned include as to Mr. Warren, Mrs. Berkman and Mr. Rabb, 2,625
Common Shares; as to Mr. Hershfield, 3,675 Common Shares; as to Mr. Rossides,
4,200 Common Shares; as to Mr. Adamko, 5,250 Common Shares; as to Messrs.
Feldesman and Humphreys, 5,775 Common Shares; as to Messrs. Cappelli, Millman,
Gilbert, Tietjen and Aloisio and all directors and executive officers as a
group, 168,001; 99,070; 28,350; 27,410; 36,483; and 391,864 Common Shares,
respectively, covered by outstanding stock options exercisable within 60 days
and, as to Messrs. Cappelli and Millman, include 46,875 and 22,500 Common
Shares, respectively, granted under the Company's Stock Incentive Plan as to
which they do not have sole investment power. In addition, the shares shown as
owned by Mr. Cappelli include 312 Common Shares owned by his wife, the shares
shown as owned by Mr. Millman include 525 shares owned by his wife and 129
shares owned by his wife as custodian, and the shares owned by Mr. Aloisio
include 500 shares owned by his son and 84 shares owned by his wife, beneficial
ownership of which each of them disclaims.

8
12

The following table sets forth the persons or groups known to the Company
to be the beneficial owner of more than five percent of the outstanding Common
Shares based upon information provided by them to the Company as of March 13,
2000.

NUMBER AND
NATURE OF
COMMON SHARES APPROXIMATE
BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS OWNED CLASS
---------------- ------------- -------------

FMR Corp.,
Edward C. Johnson 3d, and Abigail P. Johnson,
Fidelity Management & Research Company...................... 796,115(1) 9.14
82 Devonshire Street
Boston, Massachusetts 02109
Dimensional Fund Advisors Inc. ............................. 540,129(2) 6.20
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Sterling National Bank...................................... 518,572(3) 5.95
430 Park Avenue
New York, New York 10022

- ---------------
(1) The number and nature of the Common Shares beneficially owned are set
forth in a statement on Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2000 by FMR Corp., Fidelity Management & Research
Company, Edward C. Johnson 3d, and Abigail P. Johnson. According to said
schedule, Fidelity Management & Research Company ("Fidelity"), a wholly-owned
subsidiary of FMR Corp. and an investment adviser, is the beneficial owner of
654,465 of the Common Shares set forth in the above table as a result of acting
as investment adviser to various investment companies ("Fidelity Funds").
Fidelity states that one Fidelity Fund, Fidelity Low-Priced Stock Fund, owns
580,965 of the Common Shares owned by Fidelity. Edward C. Johnson 3d, FMR Corp.
(through its control of Fidelity), and the Fidelity Funds each have sole
dispositive power with respect to 654,465 Common Shares, but do not have the
sole power to vote or direct the voting of the Common Shares. The remaining
141,650 Common Shares set forth in the above table are beneficially owned by
Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp., as a
result of serving as investment manager of certain institutional accounts.
Edward C. Johnson 3d and FMR Corp. (through its control of Fidelity) each has
sole dispositive power and sole power to vote, or direct the voting of, 141,650
Common Shares. Through their ownership of voting common stock and the execution
of a shareholders' agreement with respect to FMR Corp., Edward C. Johnson 3d,
Abigail P. Johnson, and other members of the Johnson family may be deemed to
form a controlling group with respect to FMR Corp. and thus each is deemed to
have beneficial ownership of 796,115 Common Shares.

(2) The number and nature of the Common Shares beneficially owned are set
forth in a statement on Schedule 13G filed with the Securities and Exchange
Commission on February 3, 2000 by Dimensional Fund Advisors Inc.
("Dimensional"). According to said schedule, Dimensional is an investment
advisor, furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment manager to
certain other investment vehicles, including commingled group trusts. (These
investment companies and investment vehicles are the "Portfolios"). In its role
as investment advisor and investment manager, Dimensional states that it
possesses both voting and investment power over the Common Shares set forth in
the above table that are owned by the Portfolios and that all such are owned by
the Portfolios, and Dimensional disclaims beneficial ownership of such
securities. Further, Dimensional has advised the Company that no one of these
advisory clients, to the knowledge of Dimensional, owns more than 5% of the
class.

(3) The number and nature of the Common Shares beneficially owned are set
forth in a statement on Schedule 13G filed with the Securities and Exchange
Commission on February 4, 2000 by Sterling National Bank ("Sterling"). According
to said schedule, Sterling has sole voting and dispositive power with respect to
360,409 Common Shares in its capacity as trustee of various retirement, profit
sharing, and 401(k) plans for

9
13

its employees and employees of the Company. Sterling has shared voting and
dispositive power with respect to 158,163 Common Shares in its capacity as
co-trustee of certain trusts.

Sterling Bancorp and Subsidiaries Employee Stock Ownership Trust (whose
address is 430 Park Ave., New York, NY 10022, Attn: Trust Dept.), established
pursuant to the Sterling Bancorp and Subsidiaries Employee Stock Ownership Plan
("ESOP"), owns all outstanding shares of Series D Preferred Stock, each share of
which is convertible into one Common Share. The Series D Preferred Stock carries
one vote per share, and votes along with the Common Shares as a single class.
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.

The Company believes that all required filings have been made under Section
16(a) of the Securities Exchange Act of 1934 by the Company's directors and
executive officers, except that Mr. Rossides made a corrective filing in March
2000 to reflect 2,000 Common Shares donated to certain charitable organizations
in 1999. In making this statement, the Company has relied on copies of the
reporting forms received by it or on the written representations from certain
reporting persons that no Forms 5 were required to be filed under the applicable
rules of the Securities and Exchange Commission.

GENERAL

INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of KPMG, LLP, which firm audited the financial statements
for the Company's fiscal year ending December 31, 1999 and which has been the
auditor for the Company and its predecessors since 1958, 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.

2001 ANNUAL MEETING

Any shareholder who may desire to submit under the Securities and Exchange
Commission's shareholder proposal rule (Rule 14a-8) a proposal for inclusion in
the Company's proxy and proxy statement for the 2001 Annual Meeting of
Shareholders currently scheduled to be held on April 19, 2001, must present such
proposal in writing to the Company at 430 Park Avenue, New York, New York
10022-3505, Attention: Lesley E. Goldberg, Secretary, not later than the close
of business on November 10, 2000. Under the Company's Bylaws, any shareholder
who desires to submit a proposal outside of the process provided by the
Securities and Exchange Commission's shareholder proposal rule (Rule 14a-8) or
desires to nominate a director at the 2001 Annual Meeting of Shareholders must
provide timely notice thereof in the manner and form required by the Company's
Bylaws by February 19, 2001, (but not before January 21, 2001). If the date of
the 2001 Annual Meeting should change, such deadline would also change.

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.

The cost of the solicitation of proxies 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 $3,500, plus
expenses, for these services.

10
14

The Annual Report to Shareholders (which is not a part of the proxy
soliciting material) for the fiscal year ended December 31, 1999 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,
1999, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER SENDING A WRITTEN REQUEST THEREFOR
TO JOHN W. TIETJEN, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
STERLING BANCORP, 430 PARK AVENUE, NEW YORK, NY 10022-3505.

STERLING BANCORP
Dated: March 13, 2000

11
15

EXHIBIT A

COMPENSATION COMMITTEE REPORT

The policy of the Company -- adopted by the Board of Directors in 1993 on
the recommendation of our Committee is:

"Company policy should be to make a meaningful part of the
compensation of executive officers be based on 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, loan and deposit growth."

With respect to the Company's Chairman and President, their employment
agreements, as mandated by our Committee, provide for annual performance bonuses
to be based on performance targets set by the Committee together with its
evaluation of relevant qualitative factors. Targets for 1999 were set for
consolidated earnings, return on assets, return on equity, loans, and deposits
and customer repurchase agreements; each performance target was set at a level
representing meaningful growth over the appropriate base period. In 1999, the
Committee took into account the fact that the Company achieved the highest net
income reported in its history. Based upon the Company's record 1999
performance, cash bonus amounts of $550,000 and $270,000, respectively, were
determined for Messrs. Cappelli and Millman to reward them for their efforts in
leading the Company to its impressive performance.

After considering the Company's achievements in earnings growth, enhanced
assets and capital, business expansion and heightened recognition of the Company
in the financial markets and after evaluating the contributions made by Messrs.
Cappelli and Millman and the responsibilities undertaken by them, our Committee
determined that the annual base salaries under the Company's employment
agreements with them should be increased by $50,000 and $25,000, respectively,
effective January 1, 2000, and the terms of these agreements extended to
December 31, 2004 and December 31, 2002, respectively.

LILLIAN BERKMAN, CHAIR WALTER FELDESMAN WILLIAM C. WARREN

Dated: February 9, 2000

A-1
16

STERLING BANCORP

430 PARK AVENUE, NEW YORK, NY 10022-3505

LOGO

Subsidiaries and Division

STERLING NATIONAL BANK
STERLING FACTORS CORPORATION
STERLING NATIONAL MORTGAGE COMPANY, INC. (NEW YORK)
STERLING NATIONAL MORTGAGE CORPORATION (VIRGINIA)
STERLING BANKING CORPORATION
STERLING HOLDING COMPANY OF VIRGINIA, INC.
STERLING REAL ESTATE HOLDING COMPANY INC.
------------------------
STERLING FINANCIAL SERVICES COMPANY (DIVISION)
17
PROXY Please mark X
your votes ----
like this

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

1. ELECTION OF DIRECTORS FOR WITHHOLD 2. In their discretion the Proxies are
All Nominees For All Nominees authorized to vote upon such other
01 Robert Abrams, 02 Joseph M. Adamko, / / / / business as may properly come before the
03 Lillian Berkman, 04 Louis J. Cappelli, meeting.
05 Walter Feldesman, 06 Allan F. Hershfield,
07 Henry J. Humphreys, 08 John C. Millman, THIS PROXY WILL BE VOTED AS DIRECTED BY THE
09 Maxwell M. Rabb, 10 Eugene T. Rossides, SHAREHOLDER IN THE MANNER DIRECTED HEREIN.
11 William C. Warren. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR ALL NOMINEES" IN ITEM 1.
To withhold authority to vote for any individual
nominee(s) write that nominee's name in the space
provided.

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

Signature Signature Date
- -------------------------------------- -------------------------------------------- ------------------------------------------
Please mark, date, and sign as your name appears above 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.

* FOLD AND DETACH HERE AND READ THE REVERSE SIDE *

[TELEPHONE GRAPHIC] VOTE BY TELEPHONE OR INTERNET [COMPUTER GRAPHIC]
QUICK *** EASY *** IMMEDIATE

YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS:

1. VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone
24 HOURS A DAY -- 7 DAYS A WEEK

There is NO CHARGE to you for this call. -- Have your proxy card in hand.

You will be asked to enter a Control Number, which is located in the box in the
lower right hand corner of this form.

- -------------------------------------------------------------------------------
OPTION 1: To vote as the Board of Directors recommends, press 1
- -------------------------------------------------------------------------------
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.

2. VOTE BY INTERNET: Follow the instructions at this Website Address:
http://www.eproxy.com/STL

3. VOTE BY PROXY CARD: Mark, sign and date your proxy card and return promptly
in the enclosed envelope.

NOTE: If you vote by internet or telephone, THERE IS NO NEED TO MAIL BACK your
Proxy Card.

THANK YOU FOR VOTING.
18
PROXY THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

STERLING BANCORP

ANNUAL MEETING OF SHAREHOLDERS, TUESDAY APRIL 18, 2000

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
Tuesday, April 18, 2000, 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

- FOLD AND DETACH HERE -

STERLING BANCORP THIS IS YOUR PROXY

YOUR VOTE IS IMPORTANT!

YOU CAN VOTE IN ONE OF THREE WAYS:

1. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.

2. Call TOLL FREE 1-800-840-1208 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.

3. Vote by Internet at this Internet Address: http://www.eproxy.com/STL

PLEASE VOTE
19
REMINDER PROXY Please mark X
your votes ----
like this

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

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

* FOLD AND DETACH HERE AND READ THE REVERSE SIDE *

[TELEPHONE GRAPHIC] VOTE BY TELEPHONE OR INTERNET [COMPUTER GRAPHIC]
QUICK *** EASY *** IMMEDIATE

YOUR VOTE IS IMPORTANT! -- YOU CAN VOTE IN ONE OF THREE WAYS:

1. VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone
24 HOURS A DAY -- 7 DAYS A WEEK

There is NO CHARGE to you for this call. -- Have your proxy card in hand.

You will be asked to enter a Control Number, which is located in the box in the
lower right hand corner of this form.

- --------------------------------------------------------------------------------
OPTION 1: To vote as the Board of Directors recommends, press 1
- --------------------------------------------------------------------------------
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.

2. VOTE BY INTERNET: Follow the instructions at this Website Address:
http://www.eproxy.com/STL

3. VOTE BY PROXY CARD: Mark, sign and date your proxy card and return promptly
in the enclosed envelope.

NOTE: If you vote by internet or telephone, THERE IS NO NEED TO MAIL BACK your
Proxy Card.

THANK YOU FOR VOTING.

20
REMINDER PROXY THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

STERLING BANCORP

ANNUAL MEETING OF SHAREHOLDERS, TUESDAY APRIL 18, 2000

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

- FOLD AND DETACH HERE -

STERLING BANCORP THIS IS YOUR PROXY

YOUR VOTE IS IMPORTANT!

YOU CAN VOTE IN ONE OF THREE WAYS:

1. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.

2. Call TOLL FREE 1-800-840-1208 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.

3. Vote by Internet at this Internet Address: http://www.eproxy.com/STL

PLEASE VOTE