EXHIBIT 10(v)(b) [STERLING BANCORP LOGO AND LETTERHEAD] February 19, 1998 Mr. John C. Millman President Sterling Bancorp 430 Park Avenue New York, New York 10022 Dear Mr. Millman: This will confirm the following amendment to your employment agreement,...

   1


                                                                EXHIBIT 10(v)(b)


[STERLING BANCORP LOGO AND LETTERHEAD]



                                February 19, 1998





Xx. Xxxx X. Xxxxxxx
President
Sterling Bancorp
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Dear Xx. Xxxxxxx:

This will confirm the following amendment to your employment agreement, dated
February 19, 1993 (as amended, February 14, 1995, February 8, 1996 and February
28, 1997), with our Company:

         The date in the third line of Paragraph 1 (captioned "Term") is amended
         to December 31, 2000.

The foregoing amendment was recommended by the Compensation Committee and was
approved by the Board of Directors at its February 19, 1998 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/ Xxxxxxx Xxxxxxx
                                          --------------------------------------
                                                Executive Vice President
Agreed:

/s/ Xxxx X. Xxxxxxx
------------------------------------
Xxxx X. Xxxxxxx