Common use of STERLING BANCORP Clause in Contracts

STERLING BANCORP. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ----------------------------------- Address: ----------------------------------- ----------------------------------- Social Security or Other Taxpayer Identification Number: ----------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ----------------------------------- Address: ----------------------------------- ----------------------------------- Social Security or Other Taxpayer Identification Number: ----------------------------------- Dated: ------------------------ Signature Guaranteed: ------------------------------------------------ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed, if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------------- Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercis- able. EXHIBIT B CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF STERLING BANCORP Under Section 805 of the Business Corporation Law -------------- The undersigned, being the _________________________, and __________ _______________ of Sterling Bancorp, a New York corporation (the "Corporation"), do hereby certify as follows: