MARCH 15, 2006 Mr. John C. Millman, President Sterling Bancorp 650 Fifth Avenue New York, New York 10019 Dear Mr. Millman: This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with...

                                                          EXHIBIT 10 (iii)(E)(b)

                           STERLING BANCORP LETTERHEAD

                                                                  MARCH 15, 2006

Xx. Xxxx X. Xxxxxxx, President
Xxxxxxxx Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Dear Xx. Xxxxxxx:

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 31,2008.

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/ Xxxx X. Xxxxxxxx
                                                ---------------------------
                                                Xxxx X. Xxxxxxxx
                                                Secretary

Agreed:

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

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