AMENDED AND RESTATED
AGREEMENT, made as of March 22, 2002, by and between Sterling Bancorp, a New York corporation (the
"Company"), and John C. Millman ("Executive").
R E C I T A L S
WHEREAS, Executive serves as the President of the Company and President and Chief Executive Officer of
Sterling National Bank (the "Bank"), pursuant to an employment letter, dated February 19, 1993, (as amended
on February 14, 1995, February 8, 1996, February 28, 1997, February 19,1998, May 22, 1998, March 9,
1999, February 24, 2000 and February 26, 2001) (the "Letter");
WHEREAS, the Company and the Executive desire to further amend the Letter and embody the terms of
Executive's continuing employment in this Amended and Restated Employment Agreement;
NOW, THEREFORE, it is hereby agreed by and between the parties as follows:
1. Term. Subject to earlier termination of Executive's employment hereunder in accordance with the provisions of
Section 4 hereof, the Company will continue to employ Executive as its President, through December 31, 2004
(the "Term"); provided that the Term will be automatically extended thereafter for successive periods of one year,
unless at least 60 days prior to the expiration of the then current Term, either party will give written notice to the
other of the intention not to extend the Term.
2. Duties, Responsibilities, Conditions of Employment. During the Term, Executive
(a) will serve as a director and President of the Company, a director and President and Chief Executive Officer
of the Bank, and may also be a director and President or other senior executive officer of any or all of the
Company's other subsidiaries (the "Subsidiaries"); and will have all authority and responsibility Executive now has
or may hereafter be given consistent with these positions.
(b) will be entitled to office, secretarial, transportation and other facilities and vacations, medical, and other
benefits and conditions of employment consistent with Executive'