Amendment to Amended and Restated Employment Agreement between Sterling Bancorp and Louis J. Cappelli

Summary

Sterling Bancorp and Louis J. Cappelli have agreed to amend Mr. Cappelli's existing employment agreement. The amendment extends the term of his employment to December 31, 2010. This change was approved by the company's Compensation Committee and Board of Directors. Both parties have signed the amendment to confirm their acceptance.

EX-10.(III)(E)(A) 2 d67407ex10iii_e-a.txt AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10 (iii)(E)(a) STERLING BANCORP LETTERHEAD MARCH 15, 2006 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 22, 2002, with our Company, which was last amended by letter agreement dated March 18, 2005: 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 15, 2006 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 /s/ Dale C. Fredston ---------------------- Dale C. Fredston Secretary Agreed: /s/ Louis J. Cappelli - ----------------------- Louis J. Cappelli PAGE 84