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                                                                Exhibit 10(i)(b)

                                Sterling Bancorp
                                 430 Park Avenue
                            New York, N.Y. 10022-3505

                                                  May 22, 1998

Mr. John C. Millman
President
Sterling Bancorp
430 Park Avenue
New York, New York 10022

Dear Mr. Millman:

This will confirm the following amendments to your employment agreement, dated
February 19, 1993 (as amended, February 14, 1995, February 8, 1996, February 28,
1997 and February 19, 1998), with our Company:

      (1) The first sentence of Paragraph 5 is hereby deleted and the following
sentence is inserted in lieu thereof:

            In the event of a Change of Control (as defined in Schedule A
      annexed) you may terminate without cause your employment within 13 months
      following the event of Change in Control by reason thereof.

      (2) Paragraph 7(i)(A) is hereby deleted and the following paragraph is
inserted in lieu thereof:

      (i) (A) if the termination of your employment follows a Change in Control,
      the Company will pay to you a lump-sum cash amount equal to (x) three (3)
      times your then base annual compensation plus (y) three times your highest
      annual bonus earned from the Company (and its affiliates) during the last
      three completed fiscal years of the Company immediately preceding your
      Date of Termination, such amount to be paid within ten days following the
      Date of Termination. Such payment will be made notwithstanding the length
      of the then current term of this Agreement. In addition, for
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                                                                Exhibit 10(i)(b)

      a period of thirty-six (36) months, the Company shall maintain the
      benefits listed in subparagraph (iv) of this Paragraph 7 below.

      (3) The following paragraph is hereby inserted at the end of Paragraph 7:

            In addition, if you are entitled to receive a payment under
      paragraph 7.(i)(A) following a Change in Control and it shall be
      determined that any payment, award, benefit or distribution (or any
      acceleration of any payment, award, benefit or distribution) by the
      Company (or any of its affiliated entities) or any entity which
      effectuates a Change in Control (or any of its affiliated entities) to or
      for your benefit (whether pursuant to the terms of this Agreement or
      otherwise determined without regard to any additional payments required
      under this paragraph) (the "Payments") would be subject to the excise tax
      imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
      (the "Code"), or any interest or penalties are incurred by you with
      respect to such excise tax (such excise tax, together with any such
      interest and penalties, are hereinafter collectively referred to as the
      "Excise Tax"), then the Company shall pay to you an additional payment (a
      "Gross-Up Payment") in an amount such that after payment by you of all
      taxes (including any Excise Tax) imposed upon the Gross-Up Payment, you
      shall retain an amount of the Gross-Up Payment equal to the sum of (x) the
      Excise Tax imposed upon the Payments and (y) the product of any deductions
      disallowed because of the inclusion of the Gross-up Payment in your
      adjusted gross income and the highest applicable marginal rate of federal
      income taxation for the calendar year in which the Gross-up Payment is to
      be made. For purposes of determining the amount of the Gross-up Payment,
      you shall be deemed to (i) pay federal income taxes at the highest
      marginal rates of federal income taxation for the calendar year in which
      the Gross-up Payment is to be made, (ii) pay applicable state and local
      income taxes at the highest marginal rate of taxation for the calendar
      year in which the Gross-up Payment is to be made, net of the maximum
      reduction in federal income taxes which could be obtained from deduction
      of such state and local taxes and (iii) have otherwise allowable
      deductions for federal income tax purposes at


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                                                                Exhibit 10(i)(b)

      least equal to those which could be disallowed because of the inclusion of
      the Gross-up Payment in your adjusted gross income.

            Subject to the provisions of the immediately preceding paragraph,
      all determinations required to be made concerning the Gross-Up Payment
      including whether and when a Gross-Up Payment is required, the amount of
      such Gross-Up Payment and the assumptions to be utilized in arriving at
      such determinations, shall be made by the public accounting firm that is
      retained by the Company as of the date immediately prior to the Change in
      Control (the "Accounting Firm") which shall provide detailed supporting
      calculations both to you and to the Company within fifteen (15) business
      days of the receipt of notice from you or the Company that there has been
      a Payment, or such earlier time as is requested by the Company
      (collectively, the "Determination"). In the event that the Accounting Firm
      is serving as accountant or auditor for the individual, entity or group
      effecting the Change in Control, you may appoint another nationally
      recognized public accounting firm to make the determinations required
      hereunder (which accounting firm shall then be referred to as the
      Accounting Firm hereunder) All fees and expenses of the Accounting Firm
      shall be borne solely by the Company and the Company shall enter into any
      agreement requested by the Accounting Firm in connection with the
      performance of the services hereunder. The Gross-up Payment with respect
      to any Payments shall be made no later than thirty (30) days following
      such Payment. If the Accounting Firm determines that no Excise Tax is
      payable by you, it shall furnish you with a written opinion to such
      effect, and to the effect that failure to report the Excise Tax, if any,
      on your applicable federal income tax return will not result in the
      imposition of a negligence or similar penalty. The Determination by the
      Accounting Firm shall be binding upon you and the Company. As a result of
      the uncertainty in the application of Section 4999 of the Code at the time
      of the Determination, it is possible that Gross-Up Payments which will not
      have been made by the Company should have been made ("Underpayment") or
      Gross-up Payments will be made by the Company which should not have been
      made ("Overpayment"), consistent with the calculations required to be made
      hereunder. In the event that you thereafter


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                                                                Exhibit 10(i)(b)

      are required to make payment of any Excise Tax or additional Excise Tax,
      the Accounting Firm shall determine the amount of the Underpayment that
      has occurred and any such Underpayment (together with interest at the rate
      provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by
      the Company to or for your benefit. In the event the amount of the
      Gross-up Payment exceeds the amount necessary to reimburse you for your
      Excise Tax, the Accounting Firm shall determine the amount of the
      Overpayment that has been made and any such Overpayment (together with
      interest at the rate provided in Section 1274(b)(2) of the Code) shall be
      promptly paid by you (to the extent you have received a refund if the
      applicable Excise Tax has been paid to the Internal Revenue Service) to or
      for the benefit of the Company. You shall cooperate, to the extent your
      expenses are reimbursed by the Company, with any reasonable requests by
      the Company in connection with any contests or disputes with the Internal
      Revenue Service in connection with the Excise Tax.

      The foregoing amendments were recommended by the Compensation Committee
and were approved by the Board of Directors at its May 21, 1998 meeting.

Kindly sign and return the enclosed copy to the Company in order to confirm your
understanding and acceptance of the foregoing amendments.

                                             Sincerely,

                                             STERLING BANCORP


                                             By /s/ Jerrold Gilbert
                                                --------------------------------
                                                Executive Vice President

Agreed:


/s/ John C. Millman
--------------------------------
John C. Millman


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