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                                                                     EXHIBIT 4-d


                                 TRUST AGREEMENT

                                       OF

                            STERLING BANCORP TRUST I


            This TRUST AGREEMENT, dated as of February 1, 2002, between Sterling
Bancorp, a New York corporation, as "Depositor" and John C. Millman and John W.
Tietjen as "Regular Trustees" and The Bank of New York (Delaware) as "Trustee"
(the Trustee and the Regular Trustees together, the "Trustees"). The Depositor
and the Trustees hereby agree as follows:

            1. The trust created hereby shall be known as Sterling Bancorp Trust
I, in which name the Trustees, or the Depositor to the extent provided herein,
may conduct the business of the Trust, make and execute contracts, and sue and
be sued.

            2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustee is hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.

            3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form to be included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustees
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shall not have any duty or obligation hereunder or with respect to the trust
estate, except as otherwise required by applicable law or as may be necessary to
obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.

            4. The Depositor, as the sponsor of the Trust, is hereby authorized
(i) to file with the Securities and Exchange Commission (the "Commission") and
execute, in each case on behalf of the Trust (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to such 1933 Act Registration Statement (including the
prospectus and the exhibits contained therein), relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and certain other securities and any other necessary documents relating
thereto and (b) a Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including all pre-effective and post-effective amendments thereto)
relating to the registration of the Preferred Securities of the Trust under
Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with
one or more national securities exchange (each, an "Exchange") or the National
Association of Securities Dealers ("NASD") and execute on behalf of the Trust a
listing application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any such Exchange or
the NASD's Nasdaq National Market ("NASDAQ"); (iii) to file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as the Depositor, on behalf of the Trust, may deem necessary or
desirable to register the Preferred Securities under the securities or "Blue
Sky" laws; (iv) to execute on behalf of the Trust such Underwriting Agreements
with one or more underwriters relating to the offering of the Preferred
Securities as the Depositor, on behalf of the Trust, may deem necessary or
desirable. In the event that any filing referred to in clauses (i), (ii) and
(iii) above is required by the rules and regulations of the Commission, any
Exchange, the NASD or state securities or Blue Sky laws, to be executed on
behalf of the Trust by one of the Trustees, the Depositor and any of the
Trustees appointed pursuant to Section 6


                                      -2-
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hereof are hereby authorized to join in any such filing and to execute on behalf
of the Trust any and all of the foregoing.

            5. This Trust Agreement may be executed in one or more counterparts.

            6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any of
the Trustees at any time. Any of the Trustees may resign upon thirty days' prior
notice to the Depositor provided, however, such notice shall not be required if
it is waived by the Depositor.

            7. The Depositor agrees to indemnify each Trustee for, and to hold
it harmless against, any loss, liability or expense (including the reasonable
compensation and the expenses and disbursements of its agents and counsel)
incurred without negligence or bad faith, arising out of or in connection with
the acceptance or administration of this trust or the performance of each such
Trustee's duties hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

            8. The Bank of New York (Delaware), in its capacity as Trustee,
shall not have any of the powers or duties of the Regular Trustees set forth
herein and shall be a Trustee of the Trust for the sole purpose of satisfying
the requirements of Section 3807 of the Business Trust Act.

            9. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).


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            IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.




                              STERLING BANCORP,
                                  as Depositor



                              By:      /S/ JOHN W. TIETJEN
                                    ------------------------
                                    Name:   John W. Tietjen
                                    Title:  Executive Vice
                                            President, Treasurer
                                            and Chief Financial
                                            Officer

                              THE BANK OF NEW YORK (DELAWARE),
                                   as Trustee



                              By:     /S/ WILLIAM T. LEWIS
                                    ------------------------------
                                    Name: William T. Lewis
                                    Title: Senior Vice President



                                    /S/ JOHN C. MILLMAN
                              ------------------------------
                              John C. Millman,
                               as Regular Trustee



                                    /S/ JOHN W. TIETJEN
                              ------------------------------
                              John W. Tietjen,
                               as Regular Trustee



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                              CERTIFICATE OF TRUST

                                       OF

                            STERLING BANCORP TRUST I

            This Certificate of Trust of Sterling Bancorp Trust I (the "Trust"),
dated February 1, 2002, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Section 3801 et seq.).

            1. Name. The name of the business trust being formed hereby is
Sterling Bancorp Trust I.

            2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711.

            3. Effective Date. This Certificate of Trust shall be effective upon
its filing with the Secretary of State of the State of Delaware.

                  [Remainder of Page Intentionally Left Blank]
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            IN WITNESS WHEREOF, the undersigned, being the initial trustees of
the Trust, have executed this certificate of Trust as of the date first above
written.



                              THE BANK OF NEW YORK (DELAWARE),
                                as Trustee



                              By:        /S/ WILLIAM T. LEWIS
                                    ------------------------------
                                    Name: William T. Lewis
                                    Title: Senior Vice President



                                    /S/ JOHN C. MILLMAN
                              ------------------------------------
                              John C. Millman,
                                as Regular Trustee



                                    /S/ JOHN W. TIETJEN
                              ------------------------------------
                              John W. Tietjen,
                                as Regular Trustee