1 [LETTERHEAD OF STERLING BANCORP] February 28, 1997 Mr. Louis J. Cappelli Chairman Sterling Bancorp 430 Park Avenue New York, New York 10022 Dear Mr. Cappelli: This will confirm the following amendment to your employment agreement, dated February 19, 1993 (as amended, February 14, 1995 and February 8, 1996), with our Company; The date in the third line of Paragraph 1 (captioned "Term") is amended to December 31, 2001. The foregoing amendment was recommended by the Compensation Committee and was approved by the Board of Directors at its February 20, 1997 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/ ---------------------------- Executive Vice President Agreed: /s/ Louis J. Cappelli - --------------------------- Louis J. Cappelli 2 [LETTERHEAD OF STERLING BANCORP] February 28, 1997 John C. Millman President Sterling Bancorp 540 Madison Avenue New York, New York 10022 Dear Mr. Millman: This will confirm the following amendment to your employment agreement, dated February 19, 1993 (as amended, February 14, 1995 and February 8, 1996), with our Company; The date in the third line of Paragraph 1 (captioned "Term") is amended to December 31, 1999. The foregoing amendment was recommended by the Compensation Committee and was approved by the Board of Directors at its February 20, 1997 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/ ---------------------------- Executive Vice President Agreed: /s/ John C. Millman - --------------------------- John C. Millman