RESTATED
                          CERTIFICATE OF INCORPORATION
                               OF STERLING BANCORP
 
                            Under Section 807 of the
                            Business Corporation Law
 
      Pursuant to the provisions of Section 807 of the Business Corporation Law,
the undersigned hereby certify:
 
      FIRST: The name of the Corporation is STERLING BANCORP and the name under
which it was originally incorporated was STANDARD PRUDENTIAL UNITED CORPORATION.
 
      SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State of the State of New York on the 6th day of May, 1966.
 
      THIRD: The Restated Certificate of Incorporation was duly authorized by
the vote of a majority of the members of the Board of Directors of the
Corporation.
 
      FOURTH: The text of the Certificate of Incorporation is restated by this
Certificate without amendment or change to read as herein set forth in full as
follows:
 
      ARTICLE FIRST: The name of the corporation is STERLING BANCORP (the
"Corporation").
 
      ARTICLE SECOND: The purposes for which the Corporation is formed are as
follows:
 
      1. To purchase, manufacture, produce, assemble, receive, lease or in any
manner acquire, hold, own, use, operate, install, maintain, service, repair,
process, alter, improve, import, export, sell, exchange, barter, distribute,
mortgage, lease, assign, transfer and generally to trade and deal in and with,
at wholesale or retail, all goods, wares, merchandise, textiles, raw materials,
natural or manufactured articles or products, machinery, equipment, devices,
systems, parts, supplies, apparatus and personal property of every kind, nature
or description, tangible or intangible, used or capable of being used for any
purpose whatsoever and to engage, finance and participate in any mercantile,
manufacturing, commercial, industrial or trading business of any kind or
character in any part of the world.
 
      2. To adopt, apply for, obtain, register, purchase, lease or otherwise
acquire and to maintain, protect, hold, use, own, exercise, develop, manufacture
under, operate and introduce, and to sell and grant licenses or other rights in
respect of, assign, or otherwise dispose of, turn to account, or in any manner
deal with and contract with reference to, any trademarks, trade names, patents,
patent rights, concessions, franchises, designs, copyrights and distinctive
marks and rights analogous thereto, and inventions, devices, improvements,
processes, secret or otherwise, recipes, formulae and the like,
 
 
                                       39
<PAGE>
 
                                                                    Exhibit 3(i)
 
including such thereof as may be covered by, used in connection with, or secured
or received under, Letters Patent of the United States of America or elsewhere,
and any licenses in respect thereof and any or all rights connected therewith or
pertaining thereto; and with a view to the working and development thereof, to
carry on any business which the Corporation may consider calculated, directly or
indirectly, to effectuate the use, exercise or development thereof.
 
      3. To subscribe for, purchase, acquire, hold, own or become interested in,
whether by subscription, purchase, underwriting, loan, participation in
syndicates or otherwise, to sell, assign, transfer, mortgage, pledge or
otherwise dispose of, or in any manner to deal in or with, and in furtherance of
its corporate business and subject to the limitations prescribed by statute to
guarantee, stocks, bonds, debentures, warrants, rights, scrip, notes, evidences
of indebtedness, or other shares, securities or obligations of any kind by
whomsoever issued whatsoever in any part of the world or of any government,
domestic or foreign, to exercise in respect thereof all powers and privileges of
individual ownership or interest therein, including the right to vote thereon
for any and all purposes; to consent or otherwise act with respect thereto,
without limitations, including the doing of all acts necessary or advisable for
the protection, improvement, preservation and enhancement thereof; and to issue
in exchange therefor or in payment thereof the Corporation's own shares, bonds,
debentures, warrants, rights, scrip, notes, evidences of indebtedness or other
shares, securities or obligations of any kind by whomsoever issued.
 
      4. In furtherance of its corporate business and subject to the limitations
prescribed by statute, to acquire by purchase, exchange or otherwise, all or any
part of, or any interest in, the properties, assets, franchises, business and
good will of any one or more corporations, associations, partnerships, firms,
syndicates or individuals and to pay for the same in cash, property or its own
or other securities, shares or obligations of any kind by whomsoever issued; to
hold, operate, reorganize, liquidate, mortgage, pledge, sell, exchange, or in
any manner dispose of the whole or any part thereof; and in connection
therewith, to assume or guarantee performance of any liabilities, obligations or
contracts of corporations, associations, partnerships, firms, syndicates or
individuals.
 
      5. In furtherance of its corporate business, to act as financial or
business agent, general or special, for domestic and foreign corporations,
individuals, partnerships or associations; to promote, or participate as a
partner, member, agent, principal, shareholder, associate, manager or otherwise,
in any business, enterprise or venture and to organize, to the extent permitted
by law, other corporations, firms, partnerships and associations of any type or
kinds, and to wind up, liquidate, reorganize, merge or consolidate any such
corporation, firm, partnership or association or cause the same to be dissolved,
wound up, liquidated, reorganized, merged or consolidated.
 
      6. To purchase, hire, lease or otherwise acquire, manage, improve,
develop, operate, maintain, sell, exchange, assign, transfer, convey, mortgage,
lease or otherwise dispose of, any interest, estate or right in real property,
improved or unimproved, and to erect or cause to be erected thereon buildings or
other structures with their appurtenances, and to rebuild and enlarge, alter and
improve any buildings or other structures now or hereafter erected on any such
real property and otherwise to deal in, establish, promote, reorganize, carry
on, finance, conduct and manage any and all interests in real property.
 
 
                                       40
<PAGE>
 
                                                                    Exhibit 3(i)
 
      7. To transact a general real estate agency and brokerage business in
buying, selling and dealing in real estate and real property, and any interest
and estates therein, on commission and renting and managing real estate; and to
carry on any other lawful trade or business incident to or proper or useful in
connection with the promotion, development, purchase, sale, ownership,
construction, maintenance and management of real property.
 
      8. To act as factor or selling agent for manufacturers, merchants, and
others; to buy, sell, make advances against, and otherwise deal in, accounts and
other receivables; to make advances on the security of merchandise or other
personal property, including but not limited to trust receipts, conditional
bills of sale, chattel mortgages, and factor's liens; to make loans, secured and
unsecured; to finance, factor, purchase or make advances on the security of
accounts receivable; to purchase or otherwise acquire, with or without recourse,
commercial paper of all kinds, including without limitation conditional sales
contracts, chattel mortgages, chattel leases, installment paper and trust
receipts.
 
      9. To make loans and advances on personal property and to buy, sell and
deal in, with or without guarantee of payment thereof, securities which are
liens on personal property; to make unsecured loans to corporations, firms or
other persons; to purchase or otherwise acquire, with or without recourse, the
promissory notes or other securities of any person, firm or corporation; to buy,
sell and deal in, with or without guarantee of payment thereof, bonds, mortgages
and other like securities which are liens on real property.
 
      10. To erect, construct, maintain, improve, rebuild, enlarge, alter,
manage and control any and all kinds of buildings, houses, hotels, stores,
offices, warehouses, mills, shops, factories, machinery and plants, and any and
all other structures and erections which may at any time be necessary, useful or
advantageous for the purposes of the Corporation.
 
      11. To carry on business as depositories, warehousemen or custodians of
goods, wares and merchandise, and to issue therefor receipts negotiable or
otherwise.
 
      12. To purchase and acquire bills, notes and accounts receivable.
 
      13. To purchase and acquire bonds and mortgages which are liens on real or
personal property.
 
      14. To make, and enter into, contracts of every name and nature pertaining
to the business herein set forth with any individual, firm, association or
corporation, private, public or municipal, and with the Government or public
authorities of the United States, or of any State or political subdivision
thereof, and with any foreign government.
 
      15. To borrow or raise money for any of the objects and purposes of the
Corporation, to secure the same and the interest thereon, and for that or any
other purpose to mortgage or charge all or any part of the present or
after-acquired property, rights and franchises of the Corporation, and to issue,
sell, pledge, or otherwise dispose of notes, bonds, debentures and other
evidences of indebtedness of the Corporation.
 
 
                                       41
<PAGE>
 
                                                                    Exhibit 3(i)
 
      16. In furtherance of its corporate purposes, to guarantee the payment of
dividends or sinking fund payments upon any capital shares of any corporation in
which the Corporation may at any time have an interest; and to become surety in
respect of and to endorse or guarantee the payment, of the principal of or
interest on any notes, debentures, bonds, securities or other obligations issued
by others, and to become surety for or to guarantee the performance of any and
all contracts, leases and obligations of every kind of any other person.
 
      17. To carry out all phases of the business of acquiring, manufacturing,
treating, refining, liquefying or otherwise preparing for market, transporting,
marketing, dealing in, buying and selling, exporting and importing, storing, or
otherwise disposing of oil of any and all kinds and grades, natural or
artificial gas of any and all forms, gasoline, other hydrocarbon products,
chemicals, petrochemicals, rock salt, salts, fertilizers, and any and all other
minerals and mineral substances, and the elements, constituents, products,
by-products, mixtures, combinations, compounds, derivatives and blends thereof
but not to sell gas to consumers.
 
      18. To obtain by contract or concession, purchase, or otherwise acquire,
own, use, develop, explore, operate, lease, mortgage, create liens upon, deal
and trade in, sell, lease or otherwise dispose of any and all lands, real
property, mining claims, mineral rights, gas and oil wells, leases, concessions,
licenses, royalty interests, grants, rights of way, land patents, franchises,
deposits, water rights, wells, mines, quarries, claims, easements, tenements,
hereditaments, and interests of every description and nature whatsoever.
 
      19. To build, purchase, lease or otherwise acquire, own, develop, operate,
mortgage, create liens upon, deal in, sell, lease or otherwise dispose of
transportation facilities, including cars, trucks, tank cars, distribution lines
and plants, pumping and compressing stations, terminals, aircraft, tankers and
other vessels or ships of any kind, and any and all related facilities and any
and all kinds of refineries, tanks and other storage facilities.
 
      20. To purchase or acquire from any of the officers, directors or
shareholders of the Corporation any property, interests or capital shares, and
other assets belonging to them or any of them which the Board of Directors of
this Corporation may deem it advisable to acquire.
 
      21. To purchase, receive, take or otherwise acquire, own, hold, sell,
lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal
in and with its own shares.
 
      22. To sell or exchange all or any part of the property, assets, goodwill
and undertakings of the Corporation and to accept in payment or exchange
therefor lawful moneys, or the capital shares, bonds or other securities of any
other corporation, either domestic or foreign.
 
 
                                       42
<PAGE>
 
                                                                    Exhibit 3(i)
 
      23. To carry out all or any part of the foregoing objects, or any other
business or object permitted by law, as principals or agents, or in conjunction
with any other persons, firm, association or corporation, and in any part of the
world, and to do all such acts and other things as are incidental or conducive
to the attainment of the above objects and the welfare of the business to be
conducted.
 
      For the accomplishment of the aforesaid purposes and in furtherance
thereof the Corporation shall have and may exercise all of the powers conferred
by the Business Corporation Law upon corporations formed thereunder subject to
any limitations contained in Article 2 of said law and in accordance with the
provisions of the statutes of the State of New York.
 
      ARTICLE THIRD: The office of the Corporation in the State of New York is
to be located in the City and County of New York.
 
      ARTICLE FOURTH: (1) The aggregate number of shares which the Corporation
shall have authority to issue is 50,644,389 divided into 644,389 Preferred
Shares of the par value of $5.00 per share, and 50,000,000 Common Shares of the
par value of $1.00 per share.
 
      (2) The Corporation may issue its shares having par value and its
authorized shares without par value, from time to time, for such consideration
as from time to time may be fixed by the Board of Directors. The shares having
par value shall not be issued for a consideration less than the aggregate par
value thereof.
 
      (3) No holder of shares of any class of the Corporation, whether now or
hereafter authorized, shall be entitled, as such, as a matter of right to any
right, whether preferential, preemptive or otherwise, to subscribe for or
purchase any shares of any class of the Corporation, whether now or hereafter
authorized, or any bonds, notes, obligations, options, warrants or other
securities which the Corporation may at any time issue and whether or not the
same shall be convertible into or exercisable for the purchase of shares of any
class of the Corporation.
 
      ARTICLE FIFTH: The relative rights, preferences and limitations of the
shares of each class and each series thereof, insofar as the same are to be
fixed in the Certificate of Incorporation, shall be as follows:
 
      Section One: Preferred Shares
 
      A. Dividends. The holders of Preferred Shares (which may be issued from
time to time in one or more series, having such number of shares and such
designation, relative voting, dividend, conversion, liquidation and other
rights, preferences and limitations as may be fixed by the Board of Directors
before issuance thereof pursuant to ARTICLE SIXTH) of each series shall be
entitled to receive, as and when declared by the Board of Directors out of funds
or other assets legally available therefor, dividends or other distributions
payable in cash, shares, bonds or property fixed by the Board of Directors with
respect to each such series and no more. The first dividend or distribution with
respect to shares of any particular series not issued on a dividend date may be
fixed
 
 
                                       43
<PAGE>
 
                                                                    Exhibit 3(i)
 
by the Board of Directors at less than the regular periodic dividend or
distribution. If a dividend or other distribution declared on any Preferred
Shares shall be in arrears, the holders thereof shall not be entitled to any
interest or sum of money in lieu of interest thereon. So long as any Preferred
Shares remain outstanding, no dividend whatever shall be paid or declared, nor
shall any distribution be made, on any junior shares other than a dividend
payable in junior shares, unless all dividends or other distributions declared
on the Preferred Shares for all past dividend periods shall have been paid or
distributed or assets sufficient for the payment or distribution thereof set
apart. Subject to the foregoing provisions, and not otherwise, such dividends
(payable in cash, shares, bonds or other property) as may be determined by the
Board of Directors may be declared and paid or distributed on any junior shares
from time to time out of the remaining surplus of the Corporation legally
available for the payment of dividends, and the Preferred Shares shall not be
entitled to participate in any such dividends, whether payable in cash, shares,
bonds or other property.
 
      B. Dissolution, Liquidation and Winding-Up. Upon any dissolution,
liquidation or winding-up of the Corporation, whether voluntary or involuntary,
and upon any distribution of the assets of the Corporation other than by way of
dividends, the holders of each series of Preferred Shares shall be entitled,
before any distribution or payment is made upon any junior shares, to be paid
the amount of cash, shares, bonds or other property to which each such
outstanding series of Preferred Shares shall be entitled in accordance with the
provisions thereof; the holders of Preferred Shares shall not be entitled to any
further payment or distribution. After such payment or distribution to holders
of Preferred Shares of the full amount of cash, shares, bonds or other property
to which they shall be entitled, or after an amount sufficient to pay the
aggregate amount to which the holders of Preferred Shares shall be so entitled
shall have been deposited by the Corporation with a bank or trust company doing
business in the Borough of Manhattan, City and State of New York, having
capital, surplus and undivided profits aggregating at least $25,000,000
according to its last published statement of condition, in trust for the account
of the holders of the Preferred Shares, the holders of Preferred Shares as such
shall have no right or claim to any of the remaining net assets of the
Corporation which may be distributed to the holders of junior shares. Neither
the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of all
or any part of its assets, nor the reduction of the capital stock or stated
capital of the Corporation shall be deemed to be a dissolution, liquidation,
distribution of assets or winding-up for purposes hereof.
 
      C. Redemption. In the event that any series of Preferred Shares shall be
made redeemable, by action of the Board of Directors as contemplated in ARTICLE
SIXTH hereof, the Corporation, at the option of the Board of Directors, may
redeem at any time or times, and from time to time, all or any part of the
Preferred Shares, or all or any part of any one or more series of Preferred
Shares outstanding, upon notice duly given as hereinafter specified in this
ARTICLE FIFTH, by paying or distributing to the holder of each share the then
applicable redemption price fixed by the Board of Directors pursuant to ARTICLE
SIXTH. In case of redemption of a part, but not all, of any series of Preferred
Shares at the time outstanding, the Corporation shall designate by lot the
shares so to be redeemed in such manner as shall be determined by the Board of
Directors.
 
 
                                       44
<PAGE>
 
                                                                    Exhibit 3(i)
 
      D. Voting Rights. Except as otherwise expressly provided in the
certificate filed pursuant to law with respect to any series of Preferred
Shares, or as otherwise required by law, the Preferred Shares shall not have any
right to vote for the election of directors or for any other purpose and the
Preferred Shares shall not be entitled to notice of any meeting of shareholders
unless required by law.
 
      E. Definitions. The term "junior shares" shall mean the Common Shares and
any other shares ranking junior to the Preferred Shares in respect of the
payment of dividends or other distributions in cash, shares, bonds or other
property, or of payment or distribution in liquidation.
 
      Section Two: General Provisions Concerning Redemption
 
      In case of redemption of any class of shares of the Corporation, or any
part thereof, notice of such redemption shall be mailed, postage prepaid, at
least thirty (30) days prior to the date fixed for such redemption to the
holders of record of the shares so to be redeemed at their respective addresses
as the same shall appear on the books of the Corporation. If such notice of
redemption shall have been duly given or if the Corporation shall have given to
the bank or trust company hereinafter referred to irrevocable authorization
promptly to give such notice, and if on or before the redemption date specified
therein the funds necessary for such redemption shall have been deposited by the
Corporation with a bank or trust company, designated in such notice, doing
business in the Borough of Manhattan, City and State of New York, having
capital, surplus and undivided profits aggregating at least $25,000,000
according to its last published statement of condition, in trust for the
pro-rata benefit of the holders of the shares so called for redemption, then,
notwithstanding that any certificate for shares so called for redemption shall
not have been surrendered for cancellation, from and after the time of such
deposit all shares so called for redemption shall no longer be deemed to be
outstanding and all rights with respect to such shares shall forthwith cease and
terminate, except only the right of the holders thereof to receive from such
bank or trust company at any time after the time of such deposit the funds so
deposited without interest, and the right to exercise privileges of exchange or
conversion, if any, on or before the date fixed for redemption or such earlier
date as may be fixed for the expiration thereof. Any interest accrued on such
funds shall belong to the Corporation and be paid to it from time to time. Any
funds so deposited by the Corporation which shall not be required for such
redemption because of the exercise of any such right of conversion or exchange
subsequent to the time of such deposit, shall be released or repaid to the
Corporation forthwith. Any funds so deposited and unclaimed at the end of six
years from such redemption date shall be released or repaid to the Corporation,
after which the holders of the shares to be called for redemption shall look
only to the Corporation for payment thereof.
 
      ARTICLE SIXTH: Preferred Shares may be issued from time to time in one or
more series and the Board of Directors may fix from time to time before issuance
thereof, by filing a certificate under Section 805 of the Business Corporation
Law, the number of shares in any or all series of such class and any or all of
the designations, relative voting, dividend, liquidation and other rights
(including the right to convert into shares of any class or into shares of any
series of any class, except into a class of shares having rights
 
 
                                       45
<PAGE>
 
or preferences as to dividends or distribution of assets upon liquidation which
are prior or superior in rank to those of the shares being converted),
preferences and limitations of the shares in any and all series, subject to the
limitation that, if the stated dividends and amounts payable on liquidation are
not paid in full, the shares of all series of Preferred Shares shall share
ratably in the payment of dividends including accumulations, if any, in
accordance with the sums which would be payable on said shares if all dividends
were declared and paid in full; and in any distribution of assets other than by
way of dividends in accordance with the sums which would be payable on such
distribution if all sums payable were discharged in full.
 
      ARTICLE SEVENTH: The Secretary of State of the State of New York is hereby
designated as agent of the Corporation upon whom process against the Corporation
may be served. The post office address to which the Secretary of State shall
mail a copy of any process served upon him is C/O THE CORPORATION, 650 FIFTH
AVENUE, NEW YORK, NEW YORK 10019.
 
      ARTICLE EIGHTH: The duration of the Corporation shall be perpetual.
 
      ARTICLE NINTH: The following provisions are inserted for the regulation
and conduct of the affairs of the Corporation and it is expressly provided that
they are intended to be in furtherance and not in limitation or exclusion of the
powers conferred by statute.
 
      (a) The Board of Directors by resolution adopted by a majority of the
entire Board may designate from among its members one or more committees each
consisting of three or more directors. Each such committee to the extent
provided in such resolution or the By-Laws, and except as otherwise limited by
statute, shall have all the authority of the Board of Directors. The Board may
designate one or more directors as alternate members of any such committee who
may replace any absent member or members at any meeting of such committee. Each
such committee shall serve at the pleasure of the Board.
 
      (b) The Corporation may have one or more offices within or without the
State of New York and may keep the books of the Corporation, subject to the
provisions of the laws of the State of New York, at such place or places within
or without the State of New York as the Board of Directors shall from time to
time determine.
 
      (c) The Board of Directors shall from time to time decide whether and to
what extent and at what times and under what conditions and requirements the
accounts and books of the Corporation, or any of them, except the stock book,
shall be open to the inspection of the shareholders, and no shareholder shall
have any right to inspect any books or documents of the Corporation except as
conferred by the laws of the State of New York or authorized by the Board of
Directors.
 
      (d) The Board of Directors shall have power from time to time to fix and
determine and vary the amount of the working capital of the Corporation and to
direct and determine the use and disposition of any surplus or net profits over
and above stated capital, and in its discretion the Board of Directors may use
and apply any such surplus or
 
 
                                       46
<PAGE>
 
                                                                    Exhibit 3(i)
 
accumulated profits in purchasing or acquiring bonds or other obligations of the
Corporation or of its own capital shares, to such extent and in such manner and
upon such terms as the Board of Directors shall deem expedient, and any such
capital shares so purchased or acquired may be resold (except as otherwise
provided in the Certificate of Incorporation as from time to time amended)
unless such shares shall have been retired in the manner provided by law.
 
      (e) Subject to the provisions of the Business Corporation Law, any and all
directors may be removed for cause or without cause by vote of the shareholders
entitled to vote. Except as otherwise provided by said Law or by the Certificate
of Incorporation, any director or directors may be removed for cause by the
vote, at a meeting of the Board, of a majority of the directors present at the
time of the vote, if a quorum be then present. In the event any vacancies occur
in the Board by reason of the removal of directors by shareholders without
cause, such vacancies may be filled by the vote, at any meeting of the Board, of
a majority of the directors present at the time of the vote, provided a quorum
be then present.
 
      (f) The Board of Directors may issue from time to time bonds of the
Corporation, both convertible and non-convertible, in one or more series and may
fix from time to time before issuance thereof the designations, principal
amounts, relative rights and limitations of any and all series thereof and the
Board of Directors may confer upon the holders of any or all series of bonds the
right to vote in the election of directors and on any other matters on which
shareholders may vote and may otherwise limit or define the respective voting
powers of any and all series thereof.
 
      (g) (i) No contract or other transaction between the Corporation and one
or more of its directors, or between the Corporation and any other corporation,
firm, association or other entity in which one or more of its directors are
directors or officers, or are financially interested, shall be either void or
voidable for this reason alone or solely by reason of the fact that such
director or directors are present at the meeting of the Board, or of a committee
thereof, which authorizes such contract or transaction, or that his or their
votes are counted for such purpose:
 
            (1) If the fact of such common directorship, officership or
      financial interest is disclosed or known to the Board or committee, and
      the Board or committee authorizes such contract or transaction by a vote
      sufficient for such purpose without counting the vote or votes of such
      interested director or directors;
 
            (2) If such common directorship, officership or financial interest
      is disclosed or known to the shareholders entitled to vote thereon, and
      such contract or transaction is approved by vote of the shareholders; or
 
            (3) If the contract or transaction is fair and reasonable as to the
      Corporation at the time it is authorized by the Board, a committee or the
      shareholders.
 
 
                                       47
<PAGE>
 
                                                                    Exhibit 3(i)
 
      (ii) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes such contract or transaction.
 
      (iii) The Board shall have authority to fix the compensation of directors
for services in any capacity.
 
      (h) The By-Laws of the Corporation may be amended, repealed or adopted by
vote of the holders of shares at the time entitled to vote in the election of
any directors. The By-Laws may also be amended, repealed or adopted by the Board
of Directors provided, however, that any By-Law adopted or amended by the Board
may be amended or repealed by the shareholders entitled to vote thereon.
 
      ARTICLE TENTH: No director of the Corporation shall be personally liable
to the Corporation or its shareholders for damages for any breach of duty in
such capacity, provided that nothing contained in this Article shall eliminate
or limit:
 
      (a) The liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law or that
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled or that his acts violated Section 719 of the New York
Business Corporation Law, or
 
      (b) The liability of any director for any act or omission prior to the
adoption of the amendment including this paragraph in the Certificate of
Incorporation of the Corporation.
 
      IN WITNESS WHEREOF, we have made, subscribed and acknowledged this Amended
and Restated Certificate of Incorporation this 26th day of October, 2004 and we
affirm the statements contained therein are true under the penalties of perjury.
 
 
                                                   /s/ Louis J. Cappelli
                                                   ---------------------------
                                                   Louis J. Cappelli, Chairman
 
 
                                                   /s/ Monica Lercher
                                                   ---------------------------
                                                   Monica Lercher, Secretary
 
      Subscribed and sworn to before me this 26th day of October, 2004.
 
 
      /s/ Vivian Rivera
      ---------------------
      NOTARY PUBLIC
 
 
                                       48

 

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

STERLING BANCORP

Under Section 805 of the Business Corporation Law

     The undersigned, being the Chairman of the Board and the Corporate Secretary of Sterling Bancorp, hereby certify as follows:

     1. The name of the corporation is Sterling Bancorp, and the name under which it was formed was Standard Prudential United Corporation.

     2. The Certificate of Incorporation of the corporation was filed by the Department of State of New York on May 6, 1966.

     3. The Certificate of Incorporation is hereby amended pursuant to Sections 805 and 502 of the Business Corporation Law by the addition of a new Section Three of Article FIFTH stating the number, designation, relative rights, preferences and limitations of a new series of preferred shares as fixed by the board of directors, which section shall read in its entirety as follows:

     Section Three: Fixed Rate Cumulative Perpetual Preferred Shares, Series A

     A. Designation and Number of Shares. There is hereby created out of the authorized and unissued Preferred Shares of the Corporation a series of Preferred Shares designated as the “Fixed Rate Cumulative Perpetual Preferred Shares, Series A” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 42,000.

     B. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of subsection G below. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

     C. Definitions. The following terms are used in this Section Three of ARTICLE FIFTH as defined below:

     (a) “Applicable Dividend Rate” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the

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first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

     (b) “Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

     (c) “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.

     (d) “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

     (e) “Bylaws” means the bylaws of the Corporation, as they may be amended from time to time.

     (f) “Certificate of Amendment” means this Certificate of Amendment relating to the Designated Preferred Stock, as it may be amended from time to time.

     (g) “Charter” means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

     (h) “Common Stock” means the Common Shares, par value $1.00 per share, of the Corporation.

     (i) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.

     (j) “Dividend Period” has the meaning set forth in subsection E(a).

     (k) “Dividend Record Date” has the meaning set forth in subsection E(a).

     (l) “Junior Stock” means the Common Stock, and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

     (m) “Liquidation Amount” means $1,000 per share of Designated Preferred Stock.

     (n) “Liquidation Preference” has the meaning set forth in subsection F(a).

     (o) “Minimum Amount” means $10,500,000.

     (p) “Original Issue Date” means the date on which shares of Designated Preferred Stock are first issued.

     (q) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series

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will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

     (r) “Preferred Director” has the meaning set forth in subsection I(b).

     (s) “Preferred Stock” means any and all series of preferred shares of the Corporation, including the Designated Preferred Stock.

     (t) “Qualified Equity Offering” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

     (u) “Share Dilution Amount” has the meaning set forth in subsection E(b).

     (v) “Signing Date” means December 23, 2008.

     (w) “Successor Preferred Stock” has the meaning set forth in subsection G(a).

     (x) “Voting Parity Stock” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in subsections I(a) and I(b), any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

     (y) Unless the context otherwise requires, any reference to a “subsection” refers to a subsection of this Section Three of ARTICLE FIFTH, as it may be amended from time to time.

     D. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

     E. Dividends.

     (a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends

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having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

     Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

     Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

     Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this subsection E (subject to the other provisions of this Section Three of ARTICLE FIFTH).

     (b) Priority of Dividends. So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in subsection E(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution

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Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

     When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in subsection E(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

     Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including

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Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

     F. Liquidation Rights.

     (a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in subsection E(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).

     (b) Partial Payment. If in any distribution described in subsection F(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

     (c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

     (d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this subsection F, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

     G. Redemption.

     (a) Optional Redemption. Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the

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approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in subsection G(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in subsection E(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

     Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in subsection G(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in subsection E(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “Successor Preferred Stock”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

     The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in subsection E above.

     (b) No Sinking Fund. The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

     (c) Notice of Redemption. Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this subsection G(c) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice,

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but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

     (d) Partial Redemption. In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

     (e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

     (f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

     H. Conversion. Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

     I. Voting Rights.

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     (a) General. The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

     (b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the Preferred Directorsand each a Preferred Director) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in subsection E(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

     (c) Class Voting Rights as to Particular Matters. So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

     (i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Amendment for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with

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respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

     (ii) Amendment of Designated Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Amendment for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by subsection I(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

     (iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that for all purposes of this subsection I(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

     (d) Changes after Provision for Redemption. No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to subsection I(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to subsection G above.

     (e) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies

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at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

     J. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

     K. Notices. All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Amendment, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

     L. No Preemptive Rights. No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

     M. Replacement Certificates. The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

     N. Other Rights. The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

     4. The foregoing amendment to the Certificate of Incorporation was authorized by a majority vote of the Board of Directors at a meeting duly convened and held on November 6, 2008.

[Remainder of Page Intentionally Left Blank]

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\

     IN WITNESS WHEREOF, we have signed this Certificate of Amendment of the Certificate of Incorporation of Sterling Bancorp under Section 805 of the Business Corporation Law on the 18th day of December 2008, and we affirm the statements contained therein as true under penalties of perjury.

 

 

 

 

 

 

 

/s/ Louis J. Cappelli

 

Name: Louis J. Cappelli

 

 

 

 

Title: Chairman of the Board

 

 

 

 

 

 

 

 

 

/s/ Dale C. Fredston

 

Name: Dale C. Fredston

 

 

 

 

Title: Corporate Secretary

 

 

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