Exhibit 99.4

STERLING BANCORP
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information and explanatory notes show the impact on the historical financial positions and results of operations of Sterling Bancorp and Hudson Valley Holding Corp. (“Hudson Valley” or “HVB”) and have been prepared to illustrate the effects of the merger of Hudson Valley with and into Sterling Bancorp, with Sterling Bancorp surviving as the surviving corporation (the “Merger”), under the acquisition method of accounting with Sterling Bancorp treated as the acquirer. (Please see the “Explanatory Note” included in the beginning of this Current Report Amendment No. 1 on Form 8-K/A.)

Under the acquisition method of accounting, the assets and liabilities of Hudson Valley, as of the effective date of the Merger, were recorded by Sterling Bancorp at their respective fair values and the excess of the Merger consideration over the fair value of Hudson Valley’s net assets was allocated to goodwill. The unaudited pro forma condensed combined balance sheet as of March 31, 2015 is presented as if the Merger with Hudson Valley had occurred on March 31, 2015. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2015 are presented as if the Merger had occurred on January 1, 2015. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the Merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The adjustments included in these unaudited pro forma condensed combined financial statements are preliminary and may be revised. The unaudited pro forma condensed combined financial information also does not consider any potential impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors.

As explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment. Adjustments may include, but not be limited to, changes in (i) total Merger-related expenses if implementation costs vary from currently estimated amounts; (ii) the underlying values of assets and liabilities if market conditions differ from current assumptions; or (iii) if information unknown as of the completion of the Merger becomes known.

The unaudited pro forma condensed combined financial information is provided for informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial statements should be read together with:

·                  The accompanying notes to the unaudited pro forma condensed combined financial information;

·                  Sterling Bancorp’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2015 included in Sterling Bancorp’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015;

·                  Hudson Valley’s separate unaudited historical consolidated financial statements and accompanying notes as of March 31, 2015 and three months ended March 31, 2015 and 2014 included in Hudson Valley’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 6, 2015; and

·                  Other information pertaining to Sterling Bancorp and Hudson Valley contained in or incorporated by reference in Sterling Bancorp’s Registration Statement on Form S-4 in connection with the Merger filed on December 12, 2014, as amended on January 23, 2015, March 13, 2015 and March 30, 2015.

Unaudited Pro Forma Condensed Combined Balance Sheet
 as of March 31, 2015

Unaudited Pro Forma Condensed Combined Statement of Income
for the Three Months Ended March 31, 2015

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1—Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting giving effect to the Merger involving Sterling Bancorp and Hudson Valley, with Sterling Bancorp as the acquirer. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position had the Merger been consummated at March 31, 2015 or the results of operations had the Merger been consummated at January 1, 2014, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The Merger was completed effective June 30, 2015. The Merger consideration included the issuance of $539.3 million in equity consideration.

Under the acquisition method of accounting, the assets and liabilities of Hudson Valley will be recorded at the respective fair values on the Merger date. The fair value on the Merger date represents management’s best estimates based on available information and facts and circumstances in existence on the Merger date. The pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is preliminary and subject to adjustment. Adjustments may include, but not be limited to, changes in (i) total Merger-related expenses if implementation costs vary from currently estimated amounts; (ii) the underlying values of assets and liabilities if market conditions differ from current assumptions; or (iii) if information unknown as of the completion of the Merger becomes known.

The accounting policies of both Sterling Bancorp and Hudson Valley are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined.

Note 2—Estimated Merger and Integration Costs

In connection with the Merger, the plan to integrate Sterling Bancorp’s and Hudson Valley’s operations is in the process of being implemented. Over the next several months, the specific details of this implementation will continue to be refined. Sterling Bancorp is currently in the process of assessing the two companies’ personnel, benefit plans, premises, equipment, computer systems, and service contracts to determine where they may take advantage of redundancies or where it will be beneficial or necessary to convert to one system. Certain decisions arising from these assessments may involve involuntary termination of employees, vacating leased premises, changing information systems, canceling contracts between Hudson Valley and certain service providers and selling or otherwise disposing of certain premises, furniture and equipment owned by Sterling Bancorp. Additionally, as part of our formulation of the integration plan, certain actions regarding existing Sterling Bancorp information systems, premises, equipment, benefit plans, supply chain methodologies, supplier contracts, and involuntary termination of personnel may be taken. Sterling Bancorp expects to incur Merger-related expenses including system conversion costs, employee retention and severance agreements, communications to customers, and others. To the extent there are costs associated with these actions, the costs will be recorded based on the nature and timing of these integration actions. Most acquisition and restructuring costs are recognized separately from a business combination and generally will be expensed as incurred. We estimated the Merger-related costs to be approximately $43 million and expect they will be incurred primarily in 2015, and are not reflected in the accompanying pro forma financial information.

Note 3—Estimated Annual Cost Savings

Sterling Bancorp expects to realize approximately $34 million in annual pre-tax cost savings following the Merger, which management expects to be phased-in over a two-year period, but there is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all. These cost savings are not reflected in the presented pro forma financial information.

Note 4—Pro Forma Merger Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 40% tax rate to arrive at deferred tax asset or liability adjustments. All adjustments are based on current assumptions and valuations, which are subject to change.

Consolidated Balance Sheet
Pro Forma Adjustments

(Dollars in thousands)

Consolidated Income Statement

Pro Form Adjustments

(Dollars in thousands)