Sterling Bancorp Watch

from 10-Q 1 page Sincerely, Sterling Bancorp By: /S/ Debra A. Ashton Secretary Agreed: /S/ John C. Millman John C. Millman

from 10-Q 1 page Sincerely, Sterling Bancorp By: /S/ Debra A. Ashton Secretary Agreed: /S/ Louis J. Cappelli Louis J. Cappelli

from 425 3 pages Amendment No. 2 to Employment Agreement

from 425 3 pages Amendment No. 2 to Employment Agreement

from 10-K 2 pages S T E R L I N G B a N C O R P

from 10-K 2 pages S T E R L I N G B a N C O R P

from 10-K 1 page 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 25, 2002, With Our Company, Which Was Last Amended by Letter Agreement Dated March 13, 2009: The Date in the Third Line of Paragraph 1 (Captioned “Term”) Is Amended to December 31, 2012. the Foregoing Amendment Was Adopted by the Compensation Committee and Approved by the Board of Directors at Its March 25, 2010 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/ Dale Fredston Dale Fredston, Secretary Agreed: /S/ John C. Millman John C. Millman

from 10-K 1 page Mr. Louis J. Cappelli, Chairman Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Cappelli: This Will Confirm the Following Amendment to Your Amended and Restated Employment Agreement, Dated as of March 25, 2002, With Our Company, Which Was Last Amended by Letter Agreement Dated March 13, 2009: The Date in the Third Line of Paragraph 1 (Captioned “Term”) Is Amended to December 31, 2014. the Foregoing Amendment Was Adopted by the Compensation Committee and Approved by the Board of Directors at Its March 25, 2010 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/ Dale Fredston Dale Fredston, Secretary Agreed: /S/ Louis J. Cappelli Louis J. Cappelli

from 10-K 1 page Sterling Bancorp Letterhead

from 10-K 1 page Sterling Bancorp Letterhead

from 8-K 3 pages Form of Amendment to Change in Control Severance and Retention Agreement

from 8-K 3 pages Form of Amendment to Change in Control Severance Agreement

from 8-K 3 pages Amendment to Amended and Restated Employment Agreement

from 8-K 3 pages Amendment to Amended and Restated Employment Agreement

from 8-K 1 page Amendment to Sterling Bancorp Key Executive Incentive Bonus Plan

from 8-K 2 pages Amendment to Sterling Bancorp Stock Incentive Plan

from 8-K 3 pages Form of Letter Agreement

from 8-K 1 page Form of Treasury Department Waiver Sterling Bancorp Ust Sequence No. 299

from 8-K 86 pages Ex-10.1: Letter Agreement

from 10-K 1 page 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 Our Company, Which Was Last Amended by Letter Agreement Dated March 15, 2007: The Date in the Third Line of Paragraph 1 (Captioned “Term”) Is Amended to December 31, 2010. the Foregoing Amendment Was Adopted by the Compensation Committee and Approved by the Board of Directors at Its March 13, 2008 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/ Dale C. Fredston Dale C. Fredston Secretary Agreed: /S/ John C. Millman John C. Millman