SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Sterling Bancshares, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

858907108

(CUSIP Number)

James L. Wolfe

TAC Capital LLC

1111 Briarcrest Drive, Suite 300

Bryan, Texas 77802

(979) 776-1111

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 4, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box:  x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   858907108

	1	Name of Reporting Person TAC Capital LLC I.R.S. Identification No. 51-0403051
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 10,182,000
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 10,182,000
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,182,000
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 9.99%(1)
	14	Type of Reporting Person OO (Limited Liability Company)

(1)   This calculation is based on 101,925,599 shares of common stock of Sterling Bancshares, Inc. outstanding as of August 2, 2010, as reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010.

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	1	Name of Reporting Person The Adam Corporation/Group I.R.S. Identification No. 74-2270146
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 10,182,000
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 10,182,000
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,182,000
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 9.99%(1)
	14	Type of Reporting Person CO

(1)   This calculation is based on 101,925,599 shares of common stock of Sterling Bancshares, Inc. outstanding as of August 2, 2010, as reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010.

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	1	Name of Reporting Person TAC Financial Corporation I.R.S. Identification No. 51-0357270
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 10,182,000
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 10,182,000
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,182,000
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 9.99%(1)
	14	Type of Reporting Person CO

(1)   This calculation is based on 101,925,599 shares of common stock of Sterling Bancshares, Inc. outstanding as of August 2, 2010, as reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010.

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	1	Name of Reporting Person Donald A. Adam I.R.S. Identification No.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 10,182,000
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 10,182,000
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,182,000
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 9.99%(1)
	14	Type of Reporting Person IN

(1)   This calculation is based on 101,925,599 shares of common stock of Sterling Bancshares, Inc. outstanding as of August 2, 2010, as reported in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010.

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Item 1.Security and the Issuer

This Schedule 13D relates to shares of common stock, par value $1.00 per share (the “Common Stock”), of Sterling Bancshares, Inc., a Texas corporation (the “Issuer”).  The principal executive office of the Issuer is located at 10260 Westheimer, Houston, Texas 77042.  This Schedule 13D supersedes the Schedule 13G with respect to the shares of Common Stock previously filed by TAC Capital LLC, a Delaware limited liability company (“TAC Capital”), on November 24, 2008, as amended by Amendment No. 1 filed on January 26, 2009 and by Amendment No. 2 filed on February 12, 2010.

Item 2.Identity and Background

(a)This Schedule 13D is being filed by TAC Capital, TAC Financial Corporation, a Delaware corporation and the sole member of TAC Capital (“TAC Financial”), The Adam Corporation/Group, a Texas corporation and the sole shareholder of TAC Financial (“TAC/G”), and Donald A. Adam, a citizen of the United States of America and the sole shareholder of TAC/G (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”).  The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 99.1.

(b)The address of the principal business office of each of the Reporting Persons is 1111 Briarcrest Drive, Suite 300, Bryan, Texas 77802.

(c)The principal business of TAC Capital is that of making equity, private equity and hedge fund investments. The principal business of TAC Financial is acting as an intermediate holding company that invests in a wide variety of industries, which includes acting as the sole member of TAC Capital.  The principal business of TAC/G is acting as a parent holding company that invests in companies in a wide variety of industries.  The principal business of Mr. Adam is acting as Chairman and CEO of TAC/G and Chairman and CEO of Adam Bank Group, Inc., the registered bank holding company for American Momentum Bank (“American Momentum”).

(d)During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding.

(e)During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)TAC Capital is a Delaware limited liability company.  TAC Financial is a Delaware corporation.  TAC/G is a Texas corporation.  Mr. Adam is a citizen of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration

The 10,182,000 shares of Common Stock reported herein by the Reporting Persons were acquired at an aggregate purchase price of $79,386,795.51 (including commissions).  The shares of Common Stock beneficially owned by the Reporting Persons were effected in open market purchases and were acquired in the ordinary course of business.  The source of these funds was the working capital of the Reporting Persons.

Item 4.Purpose of Transaction

(a) – (j) The Reporting Persons originally acquired the shares of Common Stock subject to this Schedule 13D for investment purposes, in the ordinary course of business, and not with the purpose or effect of changing or influencing the control or management of the Issuer and without any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of securities of the Issuer.

Mr. Adam, the Chairman and CEO of TAC/G, is the Chairman and CEO of American Momentum, a de novo commercial bank that Mr. Adam founded in 2006, with 11 branches in Florida and one branch in Texas and the Chairman and CEO of Adam Bank Group, Inc., the registered bank holding company for American Momentum.  Mr. Adam was formerly the Chairman and CEO of First American Bank, SSB, which was headquartered in Bryan, Texas, and

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became the largest privately held bank in Texas.  In March 2005, First American Bank, SSB was acquired by Citigroup, Inc.

On November 4, 2010, TAC Capital, in accordance with the procedures set forth in Section 5.13 of the Issuer’s amended and restated bylaws (the “Bylaws”) and pursuant to the applicable provisions of the Texas Business Organizations Code, delivered a notice (the “Notice”)  to the Issuer informing the Issuer of TAC Capital’s intention to appear in person or by proxy at the Issuer’s 2011 annual meeting of shareholders (including any adjournment or postponement thereof and any meeting of shareholders held in lieu thereof) (the “Annual Meeting”) to nominate five candidates (the “Nominees”) for election to the board of directors of the Issuer (the “Issuer Board”).  The Nominees are: Donald A. Adam, Morris E. Foster, Kent R. Hance, Stephen A. Hansel and Larry D. Johnson.  The Notice contained the information required under Section 5.13 of the Bylaws for each of TAC Capital (as the nominating shareholder) and the Nominees, including name, address, principal occupation, the number of shares of Common Stock owned directly or indirectly, and all other information required to be included in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

TAC Capital expects and understands that each of the Nominees, if elected, would, subject to his fiduciary duties under applicable law, pursue all strategies reasonably available to the Issuer to maximize shareholder value for all shareholders.

In addition, on November 4, 2010, TAC Capital sent a letter to the Issuer’s shareholders (the “Letter”) in which TAC Capital set forth, among other things, (i) an assessment of the Issuer’s financial performance and (ii) the qualifications of the Nominees.  A copy of the Letter is attached as Exhibit 99.2 to this Schedule 13D and is incorporated herein by reference.  TAC Capital also included a copy of the text of the Letter in a press release that it publicly issued on November 4, 2010.  A copy of the press release is attached as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference.

In addition to the foregoing, the Reporting Persons may make, or cause to be made, further acquisitions of Common Stock from time to time and may dispose of, or cause to be disposed of, any or all of the Common Stock held by the Reporting Person at any time.  The Reporting Persons intend to evaluate on an ongoing basis their investment in the Issuer and their options with respect to such investment.  In connection with that evaluation, the representatives of the Reporting Persons may seek to meet with the Issuer Board and/or members of senior management of the Issuer or communicate publicly or privately with other shareholders or third parties to indicate their views on issues relating to the strategic direction undertaken by the Issuer and other matters of interest to shareholders generally.  As part of any such discussions, the Reporting Persons may make recommendations, including but not limited to, changes in the business, operations, governance, management and strategic direction of the Issuer.

Depending upon various factors, including, but not limited to, the financial condition and strategic direction of the Issuer, the results of operations and prospects of the Issuer and its businesses, the outcome of the discussions and actions referenced above, the actions taken by the Issuer Board and/or members of senior management of the Issuer, the price levels of the Common Stock, the general economic, market and industry conditions, and the Reporting Persons’ overall investment portfolio, strategic objectives and financial condition, the Reporting Persons may from time to time consider a number of possible alternative strategies for enhancing the value of their investment in the Issuer, enhancing the value of the Issuer’s assets and/or enhancing the value of the Reporting Persons’ assets through the involvement of the Issuer, and/or other extraordinary matters relating to the Issuer, including, among other things (i) continued ownership of the Common Stock currently beneficially owned by the Reporting Persons, (ii) acquiring additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, (iii) proposing or seeking to effect a sale or transfer of a material amount of assets of the Issuer and/or any of its subsidiaries and/or affiliates, (iv) proposing or seeking to effect an extraordinary corporate transaction such as an acquisition, merger, tender offer, exchange offer, recapitalization, reorganization or liquidation involving the Issuer and/or any of its subsidiaries and/or affiliates or assets, and/or (v) proposing or effecting any other transaction or matter that would constitute or result in any of the transactions, matters or effects enumerated in Item 4(a)-(j) of this Schedule 13D.

There can be no assurance that the Reporting Persons will pursue any of the matters set forth above. Moreover, there can be no assurance that the Reporting Persons will or will not develop any alternative plans or

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proposals with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their investment in the Issuer, or as to the timing of any such matters should they be so pursued by the Reporting Persons.  The Reporting Persons reserve the right, at any time and in each Reporting Person’s sole discretion, to take or refrain from taking any of the actions set forth above.

Except as contemplated in this Item 4, the Reporting Persons have no plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of this Schedule 13D.

Item 5.Interest in Securities of the Issuer

(a)As of the close of business on November 5, 2010, by virtue of the relationships described in Item 2(a) of this Schedule 13D, each of the Reporting Persons may be deemed to beneficially own 10,182,000 shares of Common Stock representing 9.99% of the shares of Common Stock outstanding.  The percentages used herein are based on 101,925,599 shares of Common Stock outstanding as of August 2, 2010, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 filed with the Securities Exchange Commission on August 9, 2010.

(b)By virtue of the relationships described in Item 2(a) of this Schedule 13D, each of the Reporting Persons may be deemed to have shared voting power and shared dispositive power of the 10,182,000 shares of Common Stock subject to this Schedule 13D.

(c)None of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.

(d)No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.

(e)Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Each of the Nominees, other than Mr. Adam, has entered into an agreement (each a “Nomination Agreement”) with TAC Capital pursuant to which TAC Capital has agreed to (i) reimburse the Nominee for reasonable and documented out-of-pocket expenses incurred in connection with serving as a Nominee, and (ii) subject to certain limitations, indemnify the Nominee in connection with certain costs that may be incurred by such Nominee in connection with his nomination for election to the Issuer Board at the Annual Meeting.  The foregoing summary of the Nomination Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Nomination Agreement, which is filed as Exhibit 99.4 to this Schedule 13D and incorporated herein by reference.

Item 7.  Materials to be Filed as Exhibits

Exhibit 99.1:Joint Filing Agreement, dated as of November 8, 2010, by and among TAC Capital LLC, TAC Financial Corporation, The Adam Corporation/Group and Donald A. Adam.

Exhibit 99.2:Letter sent to shareholders of Sterling Bancshares, Inc., dated November 4, 2010.

Exhibit 99.3:Press Release, dated November 4, 2010.

Exhibit 99.4:Form of Nomination Agreement.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned, severally and not jointly, hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: November 8, 2010

TAC CAPITAL LLC
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: Vice President
TAC FINANCIAL CORPORATION
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: Vice President
THE ADAM CORPORATION/GROUP
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: President
DONALD A. ADAM
By:	/s/ Donald A. Adam

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint Filing Agreement, dated as of November 8, 2010, by and among TAC Capital LLC, TAC Financial Corporation, The Adam Corporation/Group and Donald A. Adam.
99.2	Letter sent to shareholders of Sterling Bancshares, Inc., dated November 4, 2010.
99.3	Press Release, dated November 4, 2010.
99.4	Form of Nomination Agreement.

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: November 8, 2010

TAC CAPITAL LLC
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: Vice President
TAC FINANCIAL CORPORATION
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: Vice President
THE ADAM CORPORATION/GROUP
By:	/s/ James L. Wolfe
	Name: James L. Wolfe
	Title: President
DONALD A. ADAM
By:	/s/ Donald A. Adam

EX-99.2

EXHIBIT 99.2

TAC CAPITAL LLC

November 4, 2010

Dear Fellow Sterling Shareholder:

TAC Capital LLC, the largest shareholder of Sterling Bancshares, Inc. with an ownership position of nearly 10%, has become very frustrated with the continued poor performance of our investment in the bank over the four and a half years we have been a shareholder. As detailed in this letter, Sterling’s stock price, earnings and operational performance have significantly lagged the performance of its peers for a protracted period. Moreover, we have lost confidence that Sterling’s current board of directors and executive team will be able to unilaterally effect a turnaround of this fine banking franchise and deliver the value that Sterling shareholders deserve.

Accordingly, to strengthen Sterling’s board, we are nominating five highly qualified individuals for election to Sterling’s board at its upcoming 2011 Annual Meeting. Our nominees — Donald A. Adam, Morris E. Foster, Kent R. Hance, Stephen A. Hansel and Larry D. Johnson — offer independence, financial acumen, experience, and accountability. Most importantly, these individuals are committed to increasing value for all Sterling shareholders.

Although the 2011 Annual Meeting is several months away, we believe it is important to communicate with you now about why change is necessary and why our nominees will be effective in implementing that change. Once we mail our proxy materials, we will be seeking your support to elect our director nominees.

STERLING SHAREHOLDERS HAVE EXPERIENCED

A MASSIVE DECLINE IN THE VALUE OF THEIR INVESTMENT

By any measure, Sterling’s financial performance on an absolute basis and relative to its peers has been very disappointing. And this isn’t a case of “times are bad for everybody.” Consider the following:

·Shareholders have lost significant value. Over any relevant time horizon, Sterling’s stock performance significantly lags behind its peers.

·Sterling’s shareholders watched the stock price collapse almost in half in the aftermath of the financial crisis of 2008, but, unlike that of many of its peers, Sterling’s stock price has never recovered. In the past twelve months, while Sterling’s regional peers(1) have managed a median positive return of 5.9%, Sterling shareholders have suffered a negative 8.8% return.

·Longer term, Sterling lags even further behind, with the company showing negative total returns over the most recent three-, five- and ten-year periods. Sterling’s shareholder return in each period trails far behind the median of its regional peers — by large gaps of 52, 52 and 220 percentage points, respectively. When compared against the broader peer group that Sterling itself uses in its

(1)  Returns are calculated through October 29, 2010. Regional peers include BOK Financial Corporation, Cullen/Frost Bankers, Inc., First Financial Bankshares, Inc., International Bancshares Corporation, Prosperity Bancshares, Inc. and Texas Capital Bancshares, Inc. Returns include dividends.

proxy(2), Sterling again far underperformed the median of these companies — by 26, 12 and 97 percentage points respectively for these three-, five- and ten-year periods.

·Sterling’s stock trades at a substantial discount to peers. As recently as 2007, Sterling’s stock traded at a tangible book value multiple that was higher than the median of both its national and regional peers. But that multiple has contracted from 3.13x on October 29, 2007 to just 1.24x as of October 29, 2010. The current valuation represents a sizable 41% discount to the median of its regional peers.

·Unpredictable credit losses have led to volatile earnings. Sterling reported a net loss for common shareholders of $22.3 million in 2009 and $1.2 million for the first three quarters of 2010, largely as the result of outsized credit losses. For the first three quarters of 2010, Sterling’s net charge offs to average loans outstanding were approximately 2.6 times the amount of the regional peer median. Elevated charge offs are likely to continue as nonperforming loans(3) represent more than 6% of total loans as of September 30, 2010 — more than three times the regional peer median of 2%.

·Significantly weakened core earnings. Sterling’s pre-tax, pre-provision earnings(4) have plummeted in recent quarters, a casualty of contracting net interest margin (NIM), a decline in loan balances, low fee income and elevated expenses. Sterling’s core earnings over the four quarters ending September 30, 2010 were 39% lower than during the same period two years ago.

·Steadily declining net interest margin and excessive reliance on spread income. Sterling’s once significantly advantaged NIM, reflecting the low cost of deposits embedded in its franchise, has substantially declined. NIM has fallen by 106 basis points or 22% from 2007 through the third quarter of 2010 and is now below the regional peer median. For the third quarter of 2010, a mere 18% of Sterling’s net revenues came from noninterest income(5), a paltry figure compared to 30% for the regional peer median.

·Inefficient operations. “Very bloated” is how one analyst described Sterling’s expense base.(6) Through the first three quarters of 2010, Sterling’s efficiency ratio is a staggering

(2)  BancFirst Corporation, First Busey Corporation, Cullen/Frost Bankers, Inc., Chemical Financial Corporation, CoBiz Financial Inc., Columbia Banking System, Inc., CVB Financial Corp., First Midwest Bancorp, Inc., F.N.B. Corporation, Glacier Bancorp, Inc., Hancock Holding Company, IBERIABANK Corporation, MB Financial, Inc., NBT Bancorp Inc., National Penn Bancshares, Inc., Park National Corporation, Prosperity Bancshares, Inc., 1st Source Corporation, S&T Bancorp, Inc., Susquehanna Bancshares, Inc., Taylor Capital Group, Inc., Texas Capital Bancshares, Inc., United Bankshares, Inc., United Community Banks, Inc. and Western Alliance Bancorporation.

(3)  Includes nonperforming loans held for sale, nonperforming loans held for investment and accruing restructured loans. Regional peer median excludes International Bancshares Corporation due to limited information in September 30, 2010 10-Q filing.

(4)  Pre-tax, pre-provision earnings calculated as tax equivalent net interest income plus total noninterest income minus net gain (loss) on securities minus total noninterest expense minus provision for losses on unfunded loan commitments.

(5)  Calculated as total non-interest income excluding net gain/loss on securities divided by net interest income before provision for credit losses minus net gain/loss on securities.

(6)  Sun Trust Robinson Humphrey, July 22, 2010.  Permission to use quotation was neither sought nor obtained.

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73%, not even in the ballpark of its regional peers, who have a median of 56% year to date.(7)

·Poor outlook and track record with Wall Street analysts. Sterling’s reported earnings per share (EPS) have been below Wall Street analysts’ median estimate in eight of the last 11 fiscal quarters. As a result, analysts cannot help but be pessimistic about Sterling’s future, with Sterling’s return on equity estimated to be a lackluster 3% in 2011 and 5% in 2012.(8)

The facts speak for themselves; under the current board and executive team, Sterling is underperforming by almost any relevant financial metric. And we are convinced that — without significant change at Sterling — shareholder value will continue to be at risk.

DESPITE STERLING’S POOR PERFORMANCE, IT MAINTAINS

AN ATTRACTIVE TEXAS BANKING FRANCHISE WITH EMBEDDED VALUE

Sterling has one of the most desirable footprints in Texas, with a presence in four attractive Texas markets: Houston, Austin, San Antonio and Dallas-Fort Worth. The bank enjoys a low-cost customer deposit base with an average cost of funds lower than the median of its regional peers. Moreover, Sterling should be enjoying the benefits of a compelling niche for its core business, targeting small businesses, a traditionally high margin customer base.

We believe value is there to be unlocked. Sterling needs board members who can realize this franchise’s potential by helping Sterling address its problems and drive improved shareholder value.

OUR DIRECTOR NOMINEES ARE INDEPENDENT, HIGHLY

QUALIFIED AND COMMITTED TO IMPROVING SHAREHOLDER VALUE

TAC Capital’s director nominees are highly qualified professionals who will bring critical and complementary skills to the Sterling board. The nominees collectively have extensive experience and successful track records in banking, real estate, public company service, senior executive management and government and public service.

·Donald A. Adam: Mr. Adam, President and CEO of TAC Capital LLC, has an extensive business and banking background, having founded businesses in diverse industries including cable television and financial services. Mr. Adam built First American Bank, SSB, from a collection of 14 failed Texas financial institutions he purchased from the U.S. government, and served as First American’s CEO for 17 years, growing it into the largest privately held bank in Texas before selling it to Citigroup in 2005. Mr. Adam founded, and is currently the CEO of, American Momentum Bank, a de novo commercial bank with 11 branches in Florida and one branch in Texas.

·Morris E. Foster: Mr. Foster is Chairman of the Board of Regents of the Texas A&M University System. Until 2008, he served as President of ExxonMobil Production Company and Vice President of ExxonMobil Corporation, where he was responsible for ExxonMobil’s worldwide production business. Mr. Foster also serves as a director of Tidewater, Inc., a NYSE listed company.

(7)  Efficiency ratio calculated as noninterest expense before foreclosed property expense, amortization of intangibles, and goodwill impairments as a percent of net interest income (fully taxable equivalent) and noninterest revenues, excluding only gains from securities transactions and nonrecurring items.

(8)  Return on equity estimates based on I/B/E/S median estimates as of October 29, 2010.

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·Kent R. Hance: Mr. Hance is the Chancellor of the Texas Tech University System. Prior to this appointment, Mr. Hance was senior partner in Hance Scarborough, LLP, an Austin law firm. Mr. Hance formerly represented Texas as a member of the U.S. House of Representatives, previously served as a Texas State Senator (serving on the Finance and State Affairs committees), and also served as Chairman of the Railroad Commission of Texas.

·Stephen A. Hansel: Mr. Hansel has almost 30 years of experience within the banking industry, with 22 years of experience as a bank executive. From March 1992 until December 2000, he served as President, CEO and a director of Hibernia Corporation and Hibernia National Bank, which was then Louisiana’s largest financial institution. Prior to this, from September 1982 until February 1992, Mr. Hansel was CFO of Barnett Bank, which was then Florida’s largest financial institution. Mr. Hansel is currently the Chairman of Eclectic Investment Management, LLC, which is the management company for Eclectic Investment Partners, LP, an investment management firm that he co-founded in 2001 and where he is currently a managing partner.

·Larry D. Johnson: Mr. Johnson has over 45 years of experience in real estate development as the Founder, President and CEO of The Johnson Development Corp., a residential and commercial land development company. Mr. Johnson has extensive and valuable expertise in the southern and western U.S. real estate markets, having played an active role in the development of more than 100 projects on over 45,000 acres in Arizona, California, Colorado, Georgia, Louisiana and Texas.

We believe that, as a group, our director nominees possess the requisite industry experience and business acumen to understand and help overcome the challenges Sterling is facing, as well as the leadership experience and independence to hold Sterling’s management truly accountable for delivering shareholder value.

RESTORING VALUE FOR ALL SHAREHOLDERS

We believe that meaningful change at Sterling — change that can effect the turnaround shareholders require and deserve — will only be possible with the election of new, independent and financially savvy individuals to your board. Without significant change in the boardroom, we fear that we and all other Sterling investors will suffer further erosion of value.

With your support, we can make Sterling responsive to shareholders and put it back on the path to profitability and sustainable growth.  If properly run, Sterling can once again become an attractive investment for all of us.

We look forward to communicating with you in the months ahead.

Sincerely,

TAC CAPITAL LLC

4

About TAC Capital LLC

Headquartered in Bryan, Texas, TAC Capital LLC is a privately owned investment firm affiliated with The Adam Corporation/Group, a privately owned holding company. Since its inception in 1969, The Adam Corporation/Group has acquired and built companies in such diverse industries as cable television, general contracting, real estate development, banking and financial services, including First American Bank, SSB, the largest privately held bank in Texas prior to its sale to Citibank in 2005.

Additional Information

In connection with Sterling’s 2011 Annual Meeting of Shareholders, TAC Capital LLC will file a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”). Prior to the 2011 Annual Meeting of Shareholders, TAC Capital LLC will furnish a definitive proxy statement to shareholders of Sterling, together with a WHITE proxy card. SHAREHOLDERS OF STERLING ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain free copies of the preliminary proxy statement, any amendments or supplements to the proxy statement and any other documents filed by TAC Capital LLC with the SEC in connection with the 2011 Annual Meeting of Shareholders at no charge on the SEC’s website at http://www.sec.gov. In addition, shareholders will also be able to obtain free copies of the definitive proxy statement and other relevant documents by calling TAC Capital LLC’s proxy solicitor, Innisfree M&A Incorporated, toll-free, at (888) 750-5834 (banks and brokers may call collect at (212) 750-5833) when they become available.  TAC Capital LLC and Donald A. Adam, Morris E. Foster, Kent R. Hance, Stephen A. Hansel and Larry D. Johnson (collectively, the “Participants”) are deemed to be participants in the solicitation of proxies with respect to TAC Capital LLC’s nominees.  Detailed information regarding the names, affiliations and interests of the Participants, including by security ownership or otherwise, will be available in TAC Capital LLC’s preliminary proxy statement for the 2011 Annual Meeting of Shareholders.

Cautionary Statement Regarding Forward-Looking Statements

This letter contains forward-looking statements. All statements contained in this letter that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of TAC Capital LLC and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict and are based upon assumptions as to future events that may not prove to be accurate. TAC Capital LLC does not assume any obligation to update any forward-looking statements contained in this letter.

5

EX-99.3

EXHIBIT 99.3

For Immediate Release

TAC CAPITAL SENDS LETTER TO STERLING BANCSHARES SHAREHOLDERS

Announces Intent to Nominate Five Highly-Qualified Candidates at
Sterling’s 2011 Annual Meeting

Bryan, Texas, — November 4, 2010 — TAC Capital LLC, the largest shareholder of Sterling Bancshares, Inc. (Nasdaq: SBIB) (“Sterling”), with an ownership position of nearly 10%, today announced in a letter mailed to Sterling’s shareholders that it is nominating five highly-qualified individuals for election to Sterling’s Board of Directors at the upcoming 2011 Annual Meeting.

The full text of the letter follows:

November 4, 2010

Dear Fellow Sterling Shareholder:

TAC Capital LLC, the largest shareholder of Sterling Bancshares, Inc. with an ownership position of nearly 10%, has become very frustrated with the continued poor performance of our investment in the bank over the four and a half years we have been a shareholder. As detailed in this letter, Sterling’s stock price, earnings and operational performance have significantly lagged the performance of its peers for a protracted period. Moreover, we have lost confidence that Sterling’s current board of directors and executive team will be able to unilaterally effect a turnaround of this fine banking franchise and deliver the value that Sterling shareholders deserve.

Accordingly, to strengthen Sterling’s board, we are nominating five highly qualified individuals for election to Sterling’s board at its upcoming 2011 Annual Meeting. Our nominees — Donald A. Adam, Morris E. Foster, Kent R. Hance, Stephen A. Hansel and Larry D. Johnson — offer independence, financial acumen, experience, and accountability. Most importantly, these individuals are committed to increasing value for all Sterling shareholders.

Although the 2011 Annual Meeting is several months away, we believe it is important to communicate with you now about why change is necessary and why our nominees will be effective in implementing that change. Once we mail our proxy materials, we will be seeking your support to elect our director nominees.

STERLING SHAREHOLDERS HAVE EXPERIENCED A

MASSIVE DECLINE IN THE VALUE OF THEIR INVESTMENT

By any measure, Sterling’s financial performance on an absolute basis and relative to its peers has been very disappointing. And this isn’t a case of “times are bad for everybody.” Consider the following:

·Shareholders have lost significant value. Over any relevant time horizon, Sterling’s stock performance significantly lags behind its peers.

·Sterling’s shareholders watched the stock price collapse almost in half in the aftermath of the financial crisis of 2008, but, unlike that of many of its peers, Sterling’s stock price has never recovered. In the past twelve months, while Sterling’s regional peers(1) have managed a median positive return of 5.9%, Sterling shareholders have suffered a negative 8.8% return.

·Longer term, Sterling lags even further behind, with the company showing negative total returns over the most recent three-, five- and ten-year periods. Sterling’s shareholder return in each period trails far behind the median of its regional peers — by large gaps of 52, 52 and 220 percentage points, respectively. When compared against the broader peer group that Sterling itself uses in its proxy(2), Sterling again far underperformed the median of these companies — by 26, 12 and 97 percentage points, respectively, for these three-, five- and ten-year periods.

·Sterling’s stock trades at a substantial discount to peers. As recently as 2007, Sterling’s stock traded at a tangible book value multiple that was higher than the median of both its national and regional peers. But that multiple has contracted from 3.13x on October 29, 2007 to just 1.24x as of October 29, 2010. The current valuation represents a sizable 41% discount to the median of its regional peers.

·Unpredictable credit losses have led to volatile earnings. Sterling reported a net loss for common shareholders of $22.3 million in 2009 and $1.2 million for the first three quarters of 2010, largely as the result of outsized credit losses. For the first three quarters of 2010, Sterling’s net charge offs to average loans outstanding were approximately 2.6 times the amount of the regional peer median.  Elevated charge offs are likely to continue as nonperforming loans(3) represent more than 6% of total loans as of September 30, 2010 — more than three times the regional peer median of 2%.

·Significantly weakened core earnings. Sterling’s pre-tax, pre-provision earnings(4) have plummeted in recent quarters, a casualty of contracting net interest margin (NIM), a decline in loan balances, low fee income and elevated expenses. Sterling’s core earnings over the four quarters ending September 30, 2010 were 39% lower than during the same period two years ago.

·Steadily declining net interest margin and excessive reliance on spread income. Sterling’s once significantly advantaged NIM, reflecting the low cost of deposits embedded in its franchise, has substantially declined. NIM has fallen by 106 basis points or 22% from 2007 through the third quarter of 2010 and is now below the regional peer median. For the third quarter of 2010, a mere 18% of Sterling’s net revenues came from noninterest income(5), a paltry figure compared to 30% for the regional peer median.

·Inefficient operations. “Very bloated” is how one analyst described Sterling’s expense base.(6) Through the first three quarters of 2010, Sterling’s efficiency ratio is a staggering 73%, not even in the ballpark of its regional peers, who have a median of 56% year to date.(7)

·Poor outlook and track record with Wall Street analysts. Sterling’s reported earnings per share (EPS) have been below Wall Street analysts’ median estimate in eight of the last 11 fiscal quarters. As a result, analysts cannot help but be pessimistic about Sterling’s future, with Sterling’s return on equity estimated to be a lackluster 3% in 2011 and 5% in 2012.(8)

The facts speak for themselves; under the current board and executive team, Sterling is underperforming by almost any relevant financial metric. And we are convinced that — without significant change at Sterling — shareholder value will continue to be at risk.

DESPITE STERLING’S POOR PERFORMANCE, IT MAINTAINS
AN ATTRACTIVE TEXAS BANKING FRANCHISE WITH EMBEDDED VALUE

Sterling has one of the most desirable footprints in Texas, with a presence in four attractive Texas markets: Houston, Austin, San Antonio and Dallas-Fort Worth. The bank enjoys a low-cost customer deposit base with an average cost of funds lower than the median of its regional peers. Moreover, Sterling should be enjoying the benefits of a compelling niche for its core business, targeting small businesses, a traditionally high margin customer base.

We believe value is there to be unlocked. Sterling needs board members who can realize this franchise’s potential by helping Sterling address its problems and drive improved shareholder value.

OUR DIRECTOR NOMINEES ARE INDEPENDENT, HIGHLY

QUALIFIED AND COMMITTED TO IMPROVING SHAREHOLDER VALUE

TAC Capital’s director nominees are highly qualified professionals who will bring critical and complementary skills to the Sterling board. The nominees collectively have extensive experience and successful track records in banking, real estate, public company service, senior executive management and government and public service.

·Donald A. Adam: Mr. Adam, President and CEO of TAC Capital LLC, has an extensive business and banking background, having founded businesses in diverse industries including cable television and financial services. Mr. Adam built First American Bank, SSB, from a collection of 14 failed Texas financial institutions he purchased from the U.S. government, and served as First American’s CEO for 17 years, growing it into the largest privately held bank in Texas before selling it to Citigroup in 2005. Mr. Adam founded, and is currently the CEO of, American Momentum Bank, a de novo commercial bank with 11 branches in Florida and one branch in Texas.

·Morris E. Foster: Mr. Foster is Chairman of the Board of Regents of the Texas A&M University System. Until 2008, he served as President of ExxonMobil Production Company and Vice President of ExxonMobil Corporation, where he was responsible for ExxonMobil’s worldwide production business. Mr. Foster also serves as a director of Tidewater, Inc., a NYSE listed company.

·Kent R. Hance: Mr. Hance is the Chancellor of the Texas Tech University System. Prior to this appointment, Mr. Hance was senior partner in Hance Scarborough, LLP, an Austin law firm. Mr. Hance formerly represented Texas as

a member of the U.S. House of Representatives, previously served as a Texas State Senator (serving on the Finance and State Affairs committees), and also served as Chairman of the Railroad Commission of Texas.

·Stephen A. Hansel: Mr. Hansel has almost 30 years of experience within the banking industry, with 22 years of experience as a bank executive. From March 1992 until December 2000, he served as President, CEO and a director of Hibernia Corporation and Hibernia National Bank, which was then Louisiana’s largest financial institution. Prior to this, from September 1982 until February 1992, Mr. Hansel was CFO of Barnett Bank, which was then Florida’s largest financial institution. Mr. Hansel is currently the Chairman of Eclectic Investment Management, LLC, which is the management company for Eclectic Investment Partners, LP, an investment management firm that he co-founded in 2001 and where he is currently a managing partner.

·Larry D. Johnson: Mr. Johnson has over 45 years of experience in real estate development as the Founder, President and CEO of The Johnson Development Corp., a residential and commercial land development company. Mr. Johnson has extensive and valuable expertise in the southern and western U.S. real estate markets, having played an active role in the development of more than 100 projects on over 45,000 acres in Arizona, California, Colorado, Georgia, Louisiana and Texas.

We believe that, as a group, our director nominees possess the requisite industry experience and business acumen to understand and help overcome the challenges Sterling is facing, as well as the leadership experience and independence to hold Sterling’s management truly accountable for delivering shareholder value.

RESTORING VALUE FOR ALL SHAREHOLDERS

We believe that meaningful change at Sterling — change that can effect the turnaround shareholders require and deserve — will only be possible with the election of new, independent and financially savvy individuals to your board. Without significant change in the boardroom, we fear that we and all other Sterling investors will suffer further erosion of value.

With your support, we can make Sterling responsive to shareholders and put it back on the path to profitability and sustainable growth.  If properly run, Sterling can once again become an attractive investment for all of us.

We look forward to communicating with you in the months ahead.

Sincerely,

TAC CAPITAL LLC

(1) Returns are calculated through October 29, 2010. Regional peers include BOK Financial Corporation, Cullen/Frost Bankers, Inc., First Financial Bankshares, Inc., International Bancshares Corporation, Prosperity Bancshares, Inc. and Texas Capital Bancshares, Inc. Returns include dividends.

(2) BancFirst Corporation, First Busey Corporation, Cullen/Frost Bankers, Inc., Chemical Financial

Corporation, CoBiz Financial Inc., Columbia Banking System, Inc., CVB Financial Corp., First Midwest Bancorp, Inc., F.N.B. Corporation, Glacier Bancorp, Inc., Hancock Holding Company, IBERIABANK Corporation, MB Financial, Inc., NBT Bancorp Inc., National Penn Bancshares, Inc., Park National Corporation, Prosperity Bancshares, Inc., 1st Source Corporation, S&T Bancorp, Inc., Susquehanna Bancshares, Inc., Taylor Capital Group, Inc., Texas Capital Bancshares, Inc., United Bankshares, Inc., United Community Banks, Inc. and Western Alliance Bancorporation.

(3) Includes nonperforming loans held for sale, nonperforming loans held for investment and accruing restructured loans. Regional peer median excludes International Bancshares Corporation due to limited information in September 30, 2010 10-Q filing.

(4) Pre-tax, pre-provision earnings calculated as tax equivalent net interest income plus total noninterest income minus net gain (loss) on securities minus total noninterest expense minus provision for losses on unfunded loan commitments.

(5) Calculated as total non-interest income excluding net gain/loss on securities divided by net interest income before provision for credit losses minus net gain/loss on securities.

(6) Sun Trust Robinson Humphrey, July 22, 2010.  Permission to use quotation was neither sought nor obtained.

(7) Efficiency ratio calculated as noninterest expense before foreclosed property expense, amortization of intangibles, and goodwill impairments as a percent of net interest income (fully taxable equivalent) and noninterest revenues, excluding only gains from securities transactions and nonrecurring items.

(8) Return on equity estimates based on I/B/E/S median estimates as of October 29, 2010.

About TAC Capital LLC

Headquartered in Bryan, Texas, TAC Capital LLC is a privately owned investment firm affiliated with The Adam Corporation/Group, a privately owned holding company. Since its inception in 1969, The Adam Corporation/Group has acquired and built companies in such diverse industries as cable television, general contracting, real estate development, banking and financial services, including First American Bank, SSB, the largest privately held bank in Texas prior to its sale to Citibank in 2005.

Additional Information

In connection with Sterling’s 2011 Annual Meeting of Shareholders, TAC Capital LLC will file a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”). Prior to the 2011 Annual Meeting of Shareholders, TAC Capital LLC will furnish a definitive proxy statement to shareholders of Sterling, together with a WHITE proxy card. SHAREHOLDERS OF STERLING ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain free copies of the preliminary proxy statement, any amendments or supplements to the proxy statement and any other documents filed by TAC Capital LLC with the SEC in connection with the 2011 Annual Meeting of Shareholders at no charge on the SEC’s website at http://www.sec.gov. In addition, shareholders will also be able to obtain free copies of the definitive proxy statement and other relevant documents by calling TAC Capital LLC’s proxy solicitor, Innisfree M&A Incorporated, toll-free, at (888) 750-5834 (banks and brokers may call collect at (212) 750-5833) when they become available.  TAC Capital LLC and Donald A. Adam, Morris E. Foster, Kent R. Hance, Stephen A. Hansel and Larry D. Johnson (collectively, the “Participants”) are deemed to be participants in the solicitation of proxies with respect to TAC Capital LLC’s nominees.  Detailed information regarding the names, affiliations and interests of the Participants, including by security ownership or otherwise, will be available in TAC Capital LLC’s preliminary proxy statement for the 2011 Annual Meeting of Shareholders.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of TAC Capital LLC and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict and are based upon assumptions as to future events that may not prove to be accurate. TAC Capital LLC does not assume any obligation to update any forward-looking statements contained in this press release.

Contacts:

Steve Frankel / James Golden / Dara Silverstein

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

EX-99.4

EXHIBIT 99.4

NOMINATION AGREEMENT

NOMINATION AGREEMENT, dated as of                       , 2010 (this “Agreement”) by and between TAC Capital LLC, a Delaware limited liability company (“TAC Capital”), and                            (“Nominee”).

In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Effectiveness.  This Agreement shall be effective upon the date hereof (the “Effective Date”).

2.Term of Agreement.  This Agreement shall be in effect for a period (the “Term”) commencing on the Effective Date and ending on the earlier of (a) the election and qualification of Nominee to the Board of Directors (the “Board”) of Sterling Bancshares, Inc., a Texas corporation (“Sterling”); (b) notice of termination of this Agreement by TAC Capital to the Nominee and (c) 30 days after the conclusion of the 2011 annual meeting of shareholders of Sterling, including any adjournment or postponement thereof and any meeting of shareholders held in lieu thereof (the “Annual Meeting”); provided, however, that, in the case of subclauses (a) and (b), if the election or qualification of members to the Board is contested on any grounds, this Agreement shall not terminate until such contested election or qualification has been resolved.  The date on which the Term ends shall constitute the “Expiration Date”.

3.Responsibilities of Nominee.

(a)Nominee agrees (i) to be named as a nominee to the Board in any and all proxy materials prepared by TAC Capital, (ii) to provide true and complete information concerning Nominee and his or her background, experience, abilities and integrity as may be requested from time to time by TAC Capital (including, without limitation, all information required by the Securities and Exchange Commission (the “SEC”) to be disclosed to the SEC or in TAC Capital’s proxy materials, or by the articles of incorporation or bylaws of Sterling) and not to omit information that may be material to an understanding of Nominee’s background, experience, abilities and integrity, (iii) that the information referred to in subclause (ii) may be disclosed by TAC Capital to the SEC or other persons, in its proxy materials or otherwise in connection with the solicitation of proxies for the election of Nominee to the Board (the “Proxy Solicitation”), (iv) to cooperate and assist in any threatened or filed claim, action, suit or proceeding related to the Proxy Solicitation, in each case, subject to any legal duties by which he or she is bound, and (v) if elected, to serve as a director of Sterling.

(b)The parties acknowledge and agree that Nominee is an independent contractor.  Nominee shall not be an employee or an agent or otherwise a representative of TAC Capital (and shall not represent to the contrary to any person), and shall not be entitled to participate in any employee benefit plans or other benefits or conditions of employment available to the employees of TAC Capital.  Nominee shall not direct the work of any employee of TAC Capital, or make any management decisions, or undertake to commit TAC Capital to any course of action in relation to third persons.

(c)The parties acknowledge and agree that Nominee will exercise his or her independent judgment in all matters before the Board in accordance with the fiduciary duties imposed on him or her by applicable law.

(d)Nominee agrees to use his or her reasonable efforts to obtain as promptly as practicable such licenses and other approvals as may be necessary in order to serve as a member of the Board.

4.Responsibilities of TAC Capital.  Notwithstanding anything in this Agreement to the contrary, TAC Capital is not obligated to nominate Nominee to the Board or to commence or complete the Proxy Solicitation.

5.Expenses.  TAC Capital shall reimburse Nominee for reasonable and documented out-of-pocket expenses, including travel expenses, incurred by Nominee in connection with the performance of his or her responsibilities in connection with the Proxy Solicitation.

6.Indemnification.  TAC Capital hereby agrees that, so long as you actually serve as a Nominee, TAC Capital will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that (a) you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof relating to your role as a nominee for the Board (a “Proceeding”), (b) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), or (c) otherwise arising from or in connection with or relating to the Proxy Solicitation, including, in each case, the advancement to you of all reasonable attorneys’ costs and expenses incurred by you in connection with any Proceeding.  Your right of indemnification hereunder shall continue (i) in the event that TAC Capital determines to no longer name you as a nominee to the Board and (ii) after the election has taken place but only for events which occur prior to such election and subsequent to the date hereof.  Anything to the contrary herein notwithstanding, TAC Capital shall not indemnify you for any action taken by you or on your behalf which occurs prior to the date hereof or subsequent to the Annual Meeting or such earlier time as you are no longer named by TAC Capital as nominee for election to the Board or for any action taken by you as a director of Sterling, if you are elected.  Nothing herein shall be construed to provide you with indemnification (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, (ii) if you acted in a manner which constitutes gross negligence, bad faith or willful misconduct or (iii) if you provided false or misleading information, or omitted material information, to TAC Capital in connection with the Proxy Solicitation.  In the event that you shall make any claim for indemnification hereunder, you shall promptly notify TAC Capital of any third party claims actually made against you or known by you to be threatened.  In addition, with respect to any such claim, TAC Capital shall be entitled to control your defense with counsel chosen by TAC Capital.  TAC Capital shall not be responsible for any settlement of any claim against you covered by this indemnity without TAC Capital’s prior written consent.  However, TAC Capital may not enter into any settlement of any such claim without your consent unless such settlement includes (1) no admission of

liability or guilt by you and (2) a release of you from any and all liability in respect of such claim.

7.Miscellaneous.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  This Agreement contains the entire understanding of the parties with respect to the nomination of Nominee by TAC Capital.  There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein.  This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.  This Agreement shall not be assignable by Nominee or by TAC Capital.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.  In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.  This Agreement may be signed in counterparts, each of which shall be an original, but both of which shall constitute the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

TAC CAPITAL LLC
By:
	Name:
	Title:
[NOMINEE]
By:
	Name:
	Address: