Form of Award Letter for Officers

EXHIBIT 10 (i) (E)

DATE

Re: Option granted under the Sterling Bancorp Stock Incentive Plan (the “Plan”)

Dear Mr./Mrs./Ms. _______:

          This will confirm the terms of the Option granted to you on ______________, under the Plan, by the Compensation Committee of the Board of Directors of Sterling Bancorp (this and other capitalized terms in this agreement have the meaning given them under the Plan, except where otherwise indicated):

               (1) The Option is nonqualified stock option for a total of _____ Shares, at an exercise price of $____ per share, which shall become exercisable on the fifth anniversary of the date of grant and shall remain exercisable for a term of ten (10) years from the date of grant (subject, however, to earlier termination as provided in Section 9 of the Plan).

               (2) The Option may be exercised by written notice to Sterling Bancorp as to all Shares as to which it is then exercisable or as to any portion thereof (but not less than 100 Shares) and the purchase price shall be payable in cash or any other property authorized pursuant to Section 8(a) of the Plan. The Option may be exercised only by you, subject to the right of your estate or legal representative to exercise to the extent permitted under the Plan.

               (3) The number of shares subject to the Option and the Option price shall be adjusted in accordance with the terms of Section 12 of the Plan.

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