February 26, 2003 Mr. John C. Millman, President Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Millman: This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with...

                         [STERLING BANCORP LETTERHEAD]

                                                 February 26, 2003

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Dear ▇▇. ▇▇▇▇▇▇▇:

This will confirm the following amendment to your Amended and Restated
Employment Agreement, dated as of March 22, 2002, with our Company:

            The date in the third line of Paragraph 1 (captioned "Term") is
            amended to December 31, 2005.

The foregoing amendment was recommended by the Compensation Committee and
approved by the Board of Directors at its February 20, 2003 meeting.

Kindly sign and return the enclosed copy to the Company in order to confirm your
understanding and acceptance of the foregoing amendment.

                                        Sincerely,

                                        Sterling Bancorp

                                        By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
                                            --------------------
                                                  Secretary


Agreed:

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