<PAGE>
                                                               Exhibit 10.(i)(b)

                                AMENDED AND RESTATED
                                EMPLOYMENT AGREEMENT


               AGREEMENT, made as of March 22, 2002, by and between Sterling
Bancorp, a New York corporation (the "Company"), and John C. Millman
("Executive").

                                  R E C I T A L S


               WHEREAS, Executive serves as the President of the Company and
President and Chief Executive Officer of Sterling National Bank (the "Bank"),
pursuant to an employment letter, dated February 19, 1993, (as amended on
February 14, 1995, February 8, 1996, February 28, 1997, February 19,1998, May
22, 1998, March 9, 1999, February 24, 2000 and February 26, 2001) (the
"Letter");

               WHEREAS, the Company and the Executive desire to further amend
the Letter and embody the terms of Executive's continuing employment in this
Amended and Restated Employment Agreement;

               NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:

               1. Term. Subject to earlier termination of Executive's employment
hereunder in accordance with the provisions of Section 4 hereof, the Company
will continue to employ Executive as its President, through December 31, 2004
(the "Term"); provided that the Term will be automatically extended thereafter
for successive periods of one year, unless at least 60 days prior to the
expiration of the then current Term, either party will give written notice to
the other of the intention not to extend the Term.

               2. Duties, Responsibilities, Conditions of Employment. During the
Term, Executive

                  (a) will serve as a director and President of the
Company, a director and President and Chief Executive Officer of the Bank, and
may also be a director and President or other senior executive officer of any or
all of the Company's other subsidiaries (the "Subsidiaries"); and will have all
authority and responsibility Executive now has or may hereafter be given
consistent with these positions.

                  (b) will be entitled to office, secretarial, transportation
and other facilities and vacations, medical, and other benefits and conditions
of employment consistent with Executive's position and on a basis at least as
favorable as heretofore provided to Executive.

               3. Compensation and Benefits.

                  (a) During the Term, Executive's annual base salary (the "Base
Salary") will be $403,631 per year, payable in regular installments in
accordance with the Company's practice for its executives. The Base Salary will
be increased effective as of


                                       44
<PAGE>
                                                               Exhibit 10.(i)(b)


each January 1 during the Term by multiplying the rate theretofore in effect by
1.05, or if less, but greater than 1.0, by a fraction of which (x) the numerator
is the Consumer Price Index for All Items Urban Consumers - (CPI-U) New
York-Northeastern New Jersey-Long Island, NY-NJ-CT-PA (the "Index") prepared by
the Bureau of Labor Statistics of the United States Department of Labor (or if
the Index is not then being published, the most nearly comparable successor
index) for the December immediately preceding such date and (y) the denominator
is the Index for the preceding December.

               Furthermore, the Base Salary shall be subject to additional
increases as and when determined by the Board of Directors of the Company (the
"Board") (or the Compensation Committee of the Board), in its sole discretion.

                    (b) During the Term, Executive shall have the opportunity to
earn an annual bonus (the "Bonus") for each calendar year based upon such
performance measures and other criteria as may be set by the Company's Board of
Directors (or the Compensation Committee of the Board) in consultation with the
Executive prior to or shortly after the beginning of each such year.

                    (c) During the Term, Executive will be entitled to
participate in any stock option, stock ownership, stock incentive or other stock
plan, profit-sharing, retirement and substitute benefit plans, life, health
insurance plans and other benefit plans, which are made available to executives
of the Company, the Bank and the Subsidiaries generally.

                    (d) Executive will be entitled to reimbursement for
Executive's ordinary and necessary business expenses, membership and use of
clubs (as a source of business origination for the Company), and travel and
entertainment incurred in the performance of services hereunder. Executive will
provide the Company with documentation of such expenses in accordance with its
normal practices. The Company will provide Executive with the use of a luxury
automobile (new every two years) for business use (including insurance,
maintenance, gasoline and incidental expenses) pursuant to terms and conditions
no less favorable to Executive than those in effect on the date hereof.

         4. Termination of Employment.

            (a) Termination in Case of Disability or Death.

                (i) In case of Executive's "Disability," which for this
         purpose will mean that, as a result of illness or injury, Executive is
         unable substantially to perform his duties hereunder for a period of
         six consecutive months, the Company (by authority of a resolution
         adopted by a majority of the directors in office) may terminate
         Executive's employment hereunder by giving Executive at least 10 days'
         written notice of termination.

                  (ii) In the event of Executive's death during the Term hereof,
         Executive's employment hereunder will terminate.


                                       45
<PAGE>
                                                               Exhibit 10.(i)(b)

                  (b) Termination Following a Change of Control.

               In the event of a "Change of Control" (as defined in Schedule A
hereto) Executive may for any reason or for no reason terminate Executive's
employment within 13 months following the Change of Control. Such termination
may be effected by Executive giving to the Company a Notice of Termination which
complies with Section 6 hereof at any time within such 13 month period, and any
such termination shall be deemed to be a termination by Executive for Good
Reason.

                  (c) Termination for Good Reason. Upon the occurrence of an
event of "Good Reason" (as defined in Schedule B hereto), Executive may
terminate Executive's employment because of such occurrence, by giving to the
Company a Notice of Termination which complies with Section 6 hereof setting
forth in such Notice the specific event of Good Reason that is the basis of such
termination.

                  (d) Termination without Good Reason. Executive may terminate
Executive's employment without Good Reason by giving the Company 30 days advance
written Notice of Termination which complies with Section 6 hereof.

                  (e) Termination by the Company for Cause.

                  (i) The Company may terminate Executive's employment for Cause
         (as defined below) upon compliance with the provisions of this Section
         4(d).

                  (ii) "Cause" will mean

                           (A) Executive's deliberate and continued failure to
         perform substantially Executive's duties with the Company, other than
         as a result of Executive's incapacity due to illness or injury as set
         forth in a written opinion by Executive's personal physician, after a
         demand for substantial performance is delivered to Executive; or

                           (B) the deliberate engaging by Executive in illegal
         or gross misconduct which is demonstrably and materially injurious to
         the Company, monetarily or otherwise.

               No act, or failure to act, on Executive's part shall be
considered "deliberate" unless done, or omitted to be done, by Executive not in
good faith and without reasonable belief that such action or omission was in the
best interests of the Company.

                           (iii) Termination for Cause will be effected only if
         (i) the Company has delivered to Executive a copy of a Notice of
         Termination which complies with Section 6 hereof and which gives
         Executive, on at least five business days' prior notice, the
         opportunity, together with Executive's counsel, to be heard before the
         Board and (ii) the Board (after such notice and opportunity to be
         heard), adopts a resolution concurred in by three-quarters of all of
         the directors


                                       46
<PAGE>
                                                               Exhibit 10.(i)(b)


         of the Company then in office, including at least two-thirds of all of
         the directors who are not officers of the Company, that in the good
         faith opinion of the Board Executive were guilty of conduct set forth
         above in Section 4(d)(ii)(A) or Section 4(d)(ii)(B), and specifying the
         particulars thereof in detail.

             (f) Termination without Cause. The Company may terminate
Executive's employment without Cause by giving Executive 30 days advance written
Notice of Termination which complies with Section 6 hereof.

         5. Payments to Executive Upon Termination of Employment.

            (a) General. Upon any termination of Executive's employment, the
Company shall pay or provide to Executive (or Executive's beneficiary or estate,
if and as applicable) all compensation or benefits due or accrued for the period
prior to the "Date of Termination," as defined in Section 6 ("Accrued Amounts").

            (b) For Cause; Without Good Reason. Upon termination of Executive's
employment by the Company for Cause or by the Executive without Good Reason, the
Company will have no further obligations to Executive hereunder, except for the
Accrued Amounts.

            (c) Disability. In the event of the termination of Executive's
employment due to Executive's Disability, the Company will pay Executive monthly
for each of the six successive months following such termination a disability
benefit of an amount equal to 50% of Executive's monthly base salary. The term
"monthly base salary" as used in this Section 5 shall mean a monthly pro-ration
of the Base Salary.

            (d) Death. In the event of the termination of Executive's
employment due to Executive's death, the Company will pay Executive's monthly
base salary to Executive's estate until the expiration of a period of six
successive months immediately following such termination.

            (e) Change in Control; Good Reason; without Cause. In the event of
the termination Executive's employment hereunder by the Executive in connection
with a Change in Control pursuant to Section 4(b) hereof or for Good Reason, or
by the Company other than for Cause or due to Executive's Disability (any of the
foregoing being hereinafter referred to as a "Covered Termination"), then:

                 (i) the Company shall continue to pay the Executive's Base
         Salary during the "Post-Termination Period" (as defined in Section
         5(i)); provided that following a Change in Control the Base Salary that
         would be payable in respect of the Post-Termination Period shall be
         payable in a lump sum upon Executive's termination.

                 (ii) the Company shall pay Executive a lump sum upon
         Executive's termination in an amount equal to Executive's "Pro Rata
         Bonus" (as defined in Section 5(i)) for the Post-Termination Period.


                                       47
<PAGE>
                                                               Exhibit 10.(i)(b)

                  (iii) Executive will be entitled to the full amount which
         would have been due Executive under any profit-sharing plan, or similar
         arrangement or other benefit plan, in which Executive was participating
         prior to the Date of Termination, for the full fiscal year (or other
         applicable period) during which the termination occurred, without any
         proration or reduction because of Executive's not being employed during
         the full year (or other period);

                  (iv) the Company will maintain in full force and effect, for
         Executive's continued sole benefit throughout the Post-Termination
         Period, all life and health insurance plans in which Executive was
         entitled to participate immediately prior to the Date of Termination,
         provided that Executive's continued participation is possible under the
         general terms and provisions of such plans. If Executive's
         participation in any such plan is barred for any reason whatsoever, the
         Company will arrange to provide Executive with benefits substantially
         similar to those which Executive is entitled to receive under such plan
         on the same after-tax basis as if such continued participation had been
         permitted; and

                  (v) the Company will maintain in full force and effect, for
         Executive's continued sole benefit throughout the Post-Termination
         Period, the club membership and automobile perquisites described in
         Section 3(d) hereof, excluding any requirement that either such
         perquisite must be used as a source of business origination or for
         business purposes.

              (f) Additional Payments Following a Change in Control. In
addition to the foregoing payments and benefits, if a Covered Termination occurs
following a Change in Control, Executive shall receive a lump sum payment in an
amount equal to the sum of:

                  (i) Three times the Bonus Amount;

                  (ii) The excess, if any, of (A) the present value of the
         benefits to which Executive would be entitled under Company's pension
         and retirement plans (qualified and nonqualified), if Executive had
         continued in the employ of the Company for the Post-Termination Period,
         earning during such period the rate of base salary and bonus in effect
         as of his Date of Termination, over (B) the present value of the
         benefit to which Executive is actually entitled under such pension and
         retirement plans as of his Date of Termination;

                  (iii) The present value of the Company contributions
         (including any allocations of securities of the Company) that would
         have been made under all Company savings programs (qualified and
         nonqualified), if Executive had continued in the employ of the Company
         during the Post-Termination Period, earning during such period the rate
         of base salary and bonus in effect as of his Date of Termination,
         assuming that the Company would have made the maximum contributions
         permitted under such savings programs, and assuming, for purposes of
         determining the amount of any Company matching


                                       48
<PAGE>
                                                               Exhibit 10.(i)(b)


         contributions, that Executive would have contributed the amount
         necessary to receive the maximum matching contributions available under
         such savings programs; and

                  (iv) If contributions to the Company's employee stock
         ownership plan (the "ESOP") will continue after the Date of
         Termination, the value of the allocations that would have been made to
         Executive under the ESOP, if Executive had continued in the employ of
         the Company during the Post-Termination Period, determined by
         multiplying (A) the number of full and partial years in the
         Post-Termination Period by the number of shares of stock of the Company
         (or, if applicable, the surviving or successor entity resulting from
         the Change the Control) allocated to the Executive's account under the
         ESOP for the last full calendar year prior to the Date of Termination
         by (B) the fair market value of one share of such stock on the Date of
         Termination.

For purposes of the preceding sentence, "present value" shall be determined as
of the Date of Termination and shall be calculated based upon a discount rate
equal to the base rate of Sterling National Bank (or any successor) as in effect
from time to time without reduction for mortality.

                  (g) Anticipatory Termination. Notwithstanding any provision of
this Agreement to the contrary, if Executive's employment is terminated prior to
a Change in Control and Executive reasonably demonstrates (or the Company
agrees) that such termination was effected in connection with, or in
contemplation of, the Change in Control, and such Change in Control is
consummated, then (i) for purposes of this Agreement, the date immediately prior
to such termination of employment or event constituting Good Reason shall be
treated as a Change in Control and (ii) for purposes of determining the timing
and amount of payments and benefits due to Executive under this Section 5 the
date of the actual Change in Control shall be treated as the Date of
Termination.

                  (h) No Mitigation or Offset. Executive will not be required to
mitigate the amount of any payment provided for in this Section 5, by seeking
other employment or otherwise, nor will the amount of any payment provided for
in this Section 5 be reduced by any compensation earned by Executive in any
manner after the Date of Termination.

                  (i) Definitions. For purposes of this Agreement, the following
definitions will apply:

                      (i) "Bonus Amount" means the highest annual bonus earned
by the Executive from the Company (and its affiliates) during the last three
completed fiscal years immediately preceding the Executive's Date of
Termination;

                      (ii) "Post-Termination Period" means (A) the period from
the Date of Termination until the date on which the then current term of this


                                       49
<PAGE>
                                                               Exhibit 10.(i)(b)

Agreement would otherwise (but for the Notice of Termination) have ended by
expiration or, (B) following a Change in Control and if longer, the thirty-six
month period following the Date of Termination; and

                      (iii)   "Pro Rata Bonus" means an amount equal to the
product of (i)the Bonus Amount, and (ii) a fraction, the numerator of which is
the number of days elapsed in the calendar year in which the Date of Termination
occurs and the denominator of which is 365.

                  (j) Gross Up.

                      (i) Anything in this Agreement to the contrary
notwithstanding, in the event 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
Executive or for Executive's benefit (whether pursuant to the terms of this
Agreement or otherwise determined without regard to any additional payments
required under this Section) (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 Executive 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 Executive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by Executive of all taxes (including any Excise Tax)
imposed upon the Gross-Up Payment, Executive 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 Executive's 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, Executive 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 least equal to those which could be disallowed because of
the inclusion of the Gross-up payment in Executive's adjusted gross income.

                      (ii) Subject to the provisions of the immediately
preceding subsection (i), 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


                                       50
<PAGE>
                                                               Exhibit 10.(i)(b)


         Control (the "Accounting Firm") which shall provide detailed supporting
         calculations both to Executive and to the Company within fifteen (15)
         business days of the receipt of notice from Executive 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, Executive 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 Executive, it shall furnish
         Executive with a written opinion to such effect, and to the effect that
         failure to report the Excise Tax, if any, on Executive's 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 Executive 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 Executive
         thereafter is 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 Executive's benefit. In
         the event the amount of the Gross-up Payment exceeds the amount
         necessary to reimburse Executive for Executive's 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
         Executive(to the extent Executive 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. Executive shall cooperate, to the
         extent Executive's 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.

                  6. Notices.

                     (a) General. For the purposes of this Agreement, notices
and all other communications provided for in this Agreement will be in writing
and will be deemed to have been duly given when delivered or mailed by certified
or registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement (except that
all notices to the Company will be


                                       51
<PAGE>
                                                               Exhibit 10.(i)(b)

directed to the attention of the senior officer of the Company other than
Executive, with a copy to the Secretary of the Company), or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address will be effective only upon
receipt.

                  (b) Notice of Termination. Any purported termination of
Executive's employment will be communicated by written Notice of Termination
from one party to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" will mean a notice which will indicate the specific
termination provision in this Agreement relied upon and will set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated. The
Notice of Termination also will set forth the effective date on which
Executive's employment by the Company terminates (the "Date of Termination";
provided that if Executive's employment with the Company terminates by reason of
death, the date of death is the Date of Termination). No purported termination
by the Company of Executive's employment will be effective if it is not effected
pursuant to a Notice of Termination satisfying the requirements of this
Section 6.

         7. Successors; Binding Agreement.

            (a) The Company will require any purchaser of all or substantially
all of the business or assets of the Company, by agreement in form and substance
satisfactory to Executive, to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform
it if no such purchase had taken place. As used in this Agreement, "Company"
will mean the Company as hereinbefore defined and any successor to its business
or assets which executes and delivers the agreement provided for in this Section
7(a) or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.

            (b) This Agreement will inure to the benefit of and be enforceable
by Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive should die
while any amount would still be payable to Executive hereunder if Executive had
continued to live, all such amounts, unless otherwise provided herein, will be
paid in accordance with the terms of this Agreement to Executive's devisee,
legatee or other designee or, if there be no such designee, to Executive's
estate.

         8. Dispute Resolution. Any dispute arising under this Agreement shall
be resolved by the Federal or state courts located in New York City, New York.

         9. Legal Fees. If any contest or dispute shall arise under this
Agreement involving termination of Executive's employment with the Company or
involving the failure or refusal of the Company to perform fully in accordance
with the terms hereof, the Company shall reimburse Executive, on a current
basis, for all reasonable legal fees and expenses, if any, incurred by Executive
in connection with such contest or dispute (regardless of the result thereof),
together with interest in an amount equal to the base rate of Sterling National
Bank (or any successor) from time to time in


                                       52
<PAGE>
                                                               Exhibit 10.(i)(b)

effect, but in no event higher than the maximum legal rate permissible under
applicable law, such interest to accrue from the date the Company receives
Executive's statement for such fees and expenses through the date of payment
thereof by the Company, regardless of whether or not Executive's claim is upheld
by a court of competent jurisdiction; provided, however, Executive shall be
required to repay any such amounts to the Company to the extent that a court
issues a final and non-appealable order setting forth the determination that the
position taken by Executive was frivolous or advanced by Executive in bad faith.

         10. Governing Law; Change or Termination. This Agreement will be
governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed in New York, and may not be
changed or terminated orally.

         11. Validity. The invalidity or unenforceability of any provision of
this Agreement in any respect will not affect the validity or enforceability of
such provision in any other respect or of any other provision of this Agreement,
all of which will remain in full force and effect.

         12. Waiver. The failure of a party to insist on strict adherence to any
term of this Agreement on any occasion will not be considered a waiver or
deprive that party of the right thereafter to insist on strict adherence to that
term or any other term of this Agreement. Any waiver must be in writing.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                            STERLING BANCORP

                                            By /s/  JERROLD GILBERT
                                               -----------------------
                                               EVP




/s/  JOHN C. MILLMAN
--------------------
John C. Millman




                                       53
<PAGE>

                                                               Exhibit 10.(i)(b)
                                                                      SCHEDULE A



                         Definition of Change in Control

        For purposes of this Agreement, a "Change in Control" will mean:


                (A) The acquisition by any individual, entity or group (within
        the meaning of section 13(d)(3) or 14(d)(1) of the Securities Exchange
        Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
        ownership (within the meaning of Rule 13d-3 promulgated under the
        Exchange Act) of voting securities which together with the beneficial
        ownership of voting securities theretofore held comprises 20% or more of
        either (i) the then outstanding common shares of the Company (the
        "Outstanding Company Common Shares") or (ii) the combined voting power
        of the then outstanding voting securities of the Company entitled to
        vote generally in the election of directors (the "Outstanding Company
        Voting Securities"); provided, however, that the following acquisitions
        will not constitute a Change in Control: (i) any acquisition directly
        from the Company (other than acquisition by virtue of the exercise of a
        conversion privilege), (ii) any acquisition by the Company, (iii) any
        acquisition by any employee benefit plan (or related trust) sponsored or
        maintained by the Company or any corporation controlled by the Company
        or (iv) any acquisition by any corporation pursuant to a reorganization,
        merger or consolidation, if, following such reorganization, merger or
        consolidation, the conditions described in clauses (i), (ii) and (iii)
        of subsection (C) of this definition are satisfied; or

                (B) Individuals who, as of the date hereof, constitute the Board
        (the "Incumbent Board") cease for any reason to constitute at least
        two-thirds of the Board; provided, however, that any individual becoming
        a director subsequent to the date hereof whose election, or nomination
        for election by the shareholders of the Company, was approved by a vote
        of at least two-thirds of the Directors then comprising the Incumbent
        Board will be considered as though such individual were a member of the
        Incumbent Board, but excluding, for this purpose, any such individual
        whose initial assumption of office occurs as a result of either an
        actual or threatened election contest (as such terms are used in Rule
        14a-11 of Regulations 14A promulgated under the Exchange Act) or other
        actual or threatened solicitation of proxies or consents by or on behalf
        of a Person other than the Board; or

                (C) Consummation of a reorganization, merger or consolidation of
        the Company or the Bank, in each case, unless, following such
        reorganization, merger or consolidation, (i) more than 60% of,
        respectively, the then outstanding shares of common stock of the
        corporation resulting from such reorganization, merger or consolidation
        and the combined voting power of the then outstanding voting securities
        of such corporation entitled to vote generally in


                                       54
<PAGE>
                                                               Exhibit 10.(i)(b)

        the election of Directors is then beneficially owned, directly or
        indirectly, by all or substantially all of the individuals and entities
        who were the beneficial owners, respectively, of the outstanding Company
        Common Shares and Outstanding Company Voting Securities immediately
        prior to such reorganization, merger or consolidation, in substantially
        the same proportions as their ownership, immediately prior to such
        reorganization, merger or consolidation, of the Outstanding Company
        Common Shares and Outstanding Company Voting Securities, as the case may
        be, (ii) no Person (excluding the Company, any employee benefit plan (or
        related trust) of the Company or such corporation resulting from such
        reorganization, merger or consolidation) beneficially owns, directly or
        indirectly, 20% or more of, respectively, the then outstanding shares of
        common stock of the corporation resulting from such reorganization,
        merger or consolidation or the combined voting power of the then
        outstanding voting securities of such corporation, entitled to vote
        generally in the election of directors and (iii) at least two-thirds of
        the members of the board of directors of the corporation resulting from
        such reorganization, merger or consolidation were members of the
        Incumbent Board at the time of the execution of the initial agreement
        providing for such reorganization, merger or consolidation; or

                (D) Approval by the shareholders of the Company of a complete
        liquidation or dissolution of the Company; or

                (E) Consummation of the sale or other disposition of all or
        substantially all of the assets of the Company or the Bank, other than
        to a corporation, with respect to which following such sale or other
        disposition, (A) more than 60% of, respectively, the then outstanding
        shares of common stock of such corporation and the combined voting power
        of the then outstanding voting securities of such corporation entitled
        to vote generally in the election of directors is then beneficially
        owned, directly or indirectly, by all or substantially all of the
        individuals and entities who were the beneficial owners, respectively,
        of the Outstanding Company Common Shares and Outstanding Company Voting
        Securities immediately prior to such sale or other disposition in
        substantially the same proportion as their ownership, immediately prior
        to such sale or other disposition, of the Outstanding Company Common
        Stock and Outstanding Company Voting Securities, as the case may be, (B)
        no person (excluding the Company and any employee benefit plan (or
        related trust) of the Company or such corporation) beneficially owns,
        directly or indirectly, 20% or more of, respectively, the then
        outstanding shares of common stock of such corporation and the combined
        voting power of the then outstanding voting securities of such
        corporation entitled to vote generally in the election of directors and
        (C) at least two-thirds of the members of the board of directors of such
        corporation were members of the Incumbent Board at the time of the
        execution of the initial agreement or action of the Board providing for
        such sale or other disposition of assets of the Company; or

                (F) There shall be a finding or determination by any regulatory
        agency having supervisory authority over the Company or


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<PAGE>
                                                               Exhibit 10.(i)(b)


         the Bank or a court of competent jurisdiction that a change in control
         (as defined in the Change in Bank Control Act) of the Company or the
         Bank has occurred or such an agency shall approve such a change in
         control or such a change in control shall have taken place.


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<PAGE>
                                                                      SCHEDULE B



                             Definition of Good Reason

        "Good Reason" will mean, without Executive's express written consent:

                (A) Executive's being removed, or not being re-elected, as a
        director, or as President of the Company, or as a director or as
        President and Chief Executive Officer of the Bank, except in connection
        with termination of Executive's employment by the Company for Cause or
        Disability or by Executive without Good Reason;

                (B) Any change in the duties or responsibilities (including
        reporting responsibilities) of Executive that is inconsistent in any
        material and adverse respect with Executive's positions(s), duties,
        responsibilities or status with the Company (including any material and
        adverse diminution of such duties or responsibilities) or (ii) a
        material and adverse change in Executive's titles or offices (including,
        if applicable, membership on the Board) with the Company or its
        affiliates;

                (C) A reduction by the Company in Executive's Base Salary, Bonus
        or Bonus opportunity (including any material and adverse change in the
        formula for such Bonus or Bonus opportunity) as in effect immediately
        prior to a Change in Control or as the same may be increased from time
        to time;

                (D) Assignment to Executive of any duties or withdrawal from
        Executive of any authority or change in Executive's condition of
        employment or benefits inconsistent with Sections 2 or 3 hereof, or any
        other failure by the Company to comply with any material obligation of
        the Company under Sections 2 or 3 hereof;

                (E) The failure of the Company to (i) continue in effect any
        employee benefit plan, compensation plan, welfare benefit plan or
        material fringe benefit plan in which Executive is participating
        immediately prior to a Change in Control or the taking of any action by
        the Company which would adversely affect Executive's participation in or
        reduce Executive's benefits under any such plan, unless Executive is
        permitted to participate in other plans providing Executive with
        substantially equivalent benefits (at substantially equivalent cost with
        respect to welfare benefit plans), or (ii) provide Executive with paid
        vacation in accordance with the most favorable vacation policies of the
        Company and its affiliated companies as in effect for Executive
        immediately prior to a Change in Control, including the crediting of all
        service for which Executive had been credited under such vacation
        policies prior to a Change in Control;


                                       57
<PAGE>
                                                               Exhibit 10.(i)(b)

                (F) The Company's requiring Executive to maintain Executive's
        principal office or conduct Executive's principal activities anywhere
        other than at the Company's principal executive offices in New York
        City;

                (G) Any refusal by the Company to continue to permit Executive
        to engage in activities not directly related to the business of the
        Company which Executive was permitted to engage in prior to a Change in
        Control;

                (H) Any purported termination of Executive's employment which is
        not effectuated pursuant to Section 6 (and which will not constitute a
        termination hereunder);

                (I) The Company requiring Executive to travel on Company
        business to an extent substantially greater than the travel obligations
        of Executive immediately prior to a Change in Control;

                (J) Failure by the Company to obtain the assumption and
        agreement to perform this Agreement by any successor as contemplated in
        Section 7(a) hereof; or

                (K) Delivery of a Notice of Termination by the Company pursuant
        to Section 4(d)(iii) (except that the delivery of such Notice will be
        retroactively deemed not to constitute Good Reason if within 60 days
        thereafter the Board will make the determination described in Section
        4(c)(iii) (after the opportunity to be heard provided for therein) and
        such determination will not thereafter be reversed by a final judgment
        of a court of competent jurisdiction).

                                       58