Exhibit 10

                      STERLING BANCORP STOCK INCENTIVE PLAN
                    (Amended and Restated as of May 20, 2004)

            1. Purposes.

            The purposes of this Sterling Bancorp Stock Incentive Plan (the
"Plan") are (i) to strengthen the ability of Sterling Bancorp (the "Company")
and its subsidiaries to attract and retain employees and directors of high
competence and (ii) to increase the identity of interests of such employees and
directors with those of the Company's shareholders.

            2. Elements of the Plan.

            The Plan provides the Company's Board of Directors (the "Board")
with the discretion to grant or award participants incentives relating to the
Company's Common Shares, $1 par value (the "Shares"), utilizing (1) incentive
stock options, (2) nonqualified stock options and (3) restricted stock. In
connection with the grant of options, the Board shall have the authority to
grant stock appreciation rights. Options, restricted stock and stock
appreciation rights (collectively, "Awards") may be granted to participants
singly or in any combination which the Board deems appropriate, provided that no
stock appreciation right may be granted unless in connection with an option.

            3. Shares Subject to the Plan.

            The maximum aggregate number of Shares as to which options may be
granted or restricted stock awarded under this Plan shall be 2,650,000 Shares,
with 565,811 remaining available for grant as of May 20, 2004, after adjustment
in accordance with Section 12(a) for stock dividends and stock splits in respect
of Shares occurring since the adoption of the Plan, and excluding Shares as to
which option grants to directors will be made pursuant to the appendices hereto.
Such Shares shall be subject to adjustment as provided in Section 12 hereof and
may be either authorized but unissued Shares, or Shares previously issued and
reacquired by the Company. If and to the extent options granted under the Plan
terminate, expire or are canceled without having been exercised, or if any
Shares of restricted stock are forfeited, the Shares subject to such option or
award shall again be available for purposes of the Plan.

            4. Plan Administration.

            The Plan shall be administered by the Board. The Board may delegate
this or any other authority granted it hereunder to a committee which shall
consist of at least three members of the Board (the "Stock Plans Committee").
Other than as stated in the appendices hereto, no member of the Stock Plans
Committee shall be eligible to participate in the Plan. Any references herein to
the "Board" shall be deemed to refer to


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                                                                      Exhibit 10

either the Board or the Stock Plans Committee if authority to administer the
Plan has been delegated to such Committee. The Board shall have the sole
authority to determine (a) the officers and employees to whom Awards shall be
granted under the Plan; (b) the type, size and terms of the Awards to be made to
each officer, employee, or director selected; (c) the time when Awards will be
granted and the duration of the exercise period; and (d) any other matters
arising under the Plan. The Board shall have full power and authority to
administer and interpret the Plan and to adopt or amend such rules, regulations,
agreements and instruments for implementing the Plan and for conduct of its
business as it deems necessary or advisable. The Board's interpretations of the
Plan and all determinations made by the Board pursuant to the powers vested in
hereunder shall be conclusive and binding on all persons having any interest in
the Plan or in any Awards granted hereunder.

            A majority of the Board shall constitute a quorum for purposes of
meetings which may be held at such times and places and on such notice as the
Board deems appropriate. All actions and determinations of the Board shall be
made by not less than a majority of its members and may be made at a meeting or
by written consent in lieu of a meeting.

            5. Eligibility for Participation.

            All officers and other key employees (the "Participants") of the
Company or any of its subsidiaries (as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code")) (the "Subsidiaries"), and all
members of the Board who are not also employees or officers of the Company or
any of its Subsidiaries (the "Non-Employee Directors") will be eligible to
participate in the Plan. The provisions pertaining to option grants to
Non-Employee Directors and terms and conditions of such options are not limited
to the option grants provided in the appendices hereto. Nothing contained in
this Plan shall be construed to limit the right of the Company or any Subsidiary
to grant options otherwise than under this Plan in connection with the
acquisition, by purchase, lease, merger, consolidation, or otherwise, of the
business or assets of any corporation, firm or association, including options
granted to officers or employees thereof who become officers or employees of the
Company or a Subsidiary, or for other proper corporate purposes.

            6. Granting of Options.

                  (a) The Board shall have the right to grant Participants stock
options on the terms and conditions set forth herein. Such options shall be
"Incentive Stock Options" if the Board so designates such options and they
comply with Section 422 of the Code; otherwise they shall be "Nonqualified Stock
Options". The purchase price of each Share subject to an Incentive Stock Option
shall be the fair market value of a share of such stock on the date such
Incentive Stock Option is granted, provided, however, that any Incentive Stock
Option granted to a Participant who owns more than l0% of the total combined
voting power of all classes of stock of the Company or any subsidiary or any
parent corporation (as defined in Section 424(e) of the Code) of the Company (a
"10% Stockholder") shall not be less than 110% of such fair market value.


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                                                                      Exhibit 10

The purchase price of each Share subject to a Nonqualified Stock Option shall be
such price (which may be less than its fair market value) as is determined by
the Board on or before the date such Nonqualified Stock Option is granted. The
fair market value shall be determined in any reasonable manner approved by the
Board.

                  (b) The Board may prescribe such other terms as it deems
desirable or as may be necessary to qualify the grant of Incentive Stock Options
under the provisions of Section 422 of the Code. The Board may also authorize
acceleration of the exercisability of an option or installment thereof.

                  (c) The Board may grant at any time new Incentive Stock
Options to a Participant who has previously received Incentive Stock Options or
other options whether such prior Incentive Stock Options or other options are
still outstanding, have previously been exercised in whole or in part, or are
canceled in connection with the issuance of new Incentive Stock Options. If the
aggregate fair market value (determined as of the date of grant) of the Shares
subject to Incentive Stock Options that first become exercisable by a
Participant in any calendar year exceeds $100,000, the excess is to be treated
as Nonqualified Stock Options to the extent required by Section 422(d) of the
Code.

            7. Terms of Options.

            Unless the option agreement provides otherwise, options granted
hereunder shall be exercisable for a term of ten years from the date of grant;
provided, however, that any Incentive Stock Option granted to a 10% Stockholder
may not be exercisable for a term of more than five years from the date of
grant.

            8. Exercise of Options.

                  (a) Unless the option agreement provides otherwise, options
granted hereunder shall be exercisable for cash or any other property (including
Shares or, to the extent permitted by applicable corporate law, promissory
notes) deemed acceptable by the Board; provided that, in the case of payment by
a promissory note the Participant shall pay in cash or other property an amount
equal to at least the par value of the Shares being purchased, and, if the
option is an Incentive Stock Option, the note shall bear a sufficient rate of
interest so that the exercise price for the purpose of the Code shall be no less
than the fair market value on the date such Incentive Stock Option was granted
on the Common Shares being purchased. Unless the Board provides otherwise, or if
the following sentence or Section 12(d) below applies, Incentive Stock Options
will become exercisable in installments on a cumulative basis at a rate of
twenty-five percent (25%) per year, beginning on the first anniversary of the
date of grant, and Nonqualified Stock Options will become exercisable six months
after the date of grant. Notwithstanding anything in this Section 8 to the
contrary, all unexercised options granted to any Participant under this Plan
shall become immediately exercisable upon termination of the Participant's
employment by the Company or any of its Subsidiaries without "Cause." For
purposes of this Plan, a Participant's employment shall be deemed to be
terminated for "Cause" only if the Participant is discharged by the Company or
any of its


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                                                                      Exhibit 10

Subsidiaries on account of (i) being convicted of, or pleading guilty or no
contest to, a felony, (ii) the Stock Plans Committee's determination that the
Participant has engaged or is about to engage in conduct materially injurious to
the Company or any of its Subsidiaries or (iii) the Participant's continuous use
of illegal drugs or alcohol which significantly impacts the Participant's
performance of his duties to the Company or any of its Subsidiaries.

                  (b) No fractional Shares, or cash in lieu thereof, shall be
issued under this Plan or under any option granted hereunder. Except as
otherwise provided herein, no option may be exercised at any time, unless the
holder is then an officer, employee, or director of the Company or a Subsidiary
and has continuously remained an officer, employee, or director at all times
(other than on an absence for an approved leave of absence or service in the
Armed Forces) since the date of grant of such option.

                  (c) Options shall be exercised by a Participant giving written
notice of such exercise to the Company, provided that an option may not be
exercised at any one time as to less than 100 Shares (or such number of Shares
as to which the option is then exercisable if less than 100).

                  (d) An Incentive Stock Option shall be exercisable during a
Participant's lifetime only by the Participant, or, if the Participant has
become disabled, by his legal representative.

            9. Exercise on Termination of Employment.

                  (a) If a Participant ceases to be an officer, employee, or
director for any reason other than death, disability or termination of
employment by the Company with Cause, any unexercised portion of his option
shall remain exercisable for a period of three months after the date of such
termination to the extent that it was exercisable at the time of such cessation.

                  (b) If, prior to the expiration date of the option, a
Participant shall cease to be an officer, employee, or director by reason of
disability (with respect to a holder of an Incentive Stock Option, within the
meaning of Section 22(e)(3) of the Code and, with respect to a holder of a
Nonqualified Stock Option, permanent and total disability, as determined by the
Board), he may exercise any option he holds for a period of one year after the
date of cessation of his service as an officer, employee, or director to the
extent that it was exercisable at the time of such cessation.

                  (c) If, prior to the expiration date of the option, a
Participant shall die while an officer, employee, or director of the Company or
a Subsidiary, any unexercised portion of such option shall expire one year after
his death, and during such one year period, his legal representatives, heirs or
legatees shall have the same rights to exercise the unexercised portion of the
option as the Participant would have had if he were still an officer, employee,
or director of the Company.


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                                                                      Exhibit 10

                  (d) If, prior to the expiration of any option, a Participant
ceases to be an officer, employee, or director by reason of termination of his
employment by the Company for Cause, the unexercised portion of such option
shall automatically terminate.

                  (e) Notwithstanding anything in this Section 9 to the
contrary, in no event shall any option be exercised after its expiration date.

            10. Stock Appreciation Rights.

                  (a) Concurrently with the grant of any option under this Plan,
the Board may award a Participant a "Stock Appreciation Right" which shall
provide the Participant the right to receive cash in lieu of the purchase of
Shares under such option. Such rights shall only be granted in conjunction with
options and may not be granted alone.

                  (b) Unless the Board, in its sole discretion, provides
otherwise, Stock Appreciation Rights shall be exercisable upon the same
conditions as the related option is exercisable under Section 7, 8 and 9 hereof.

                  (c) The amount to which a Participant shall be entitled upon
the exercise of any Stock Appreciation Right shall be determined by multiplying
(i) the number of Shares with respect to which the Stock Appreciation Right is
exercisable by (ii) the amount, if any, by which the fair market value of a
Share on the exercise date exceeds the exercise price of the related option.
Such amount shall be payable in cash or Shares (valued at their fair market
value on the exercise date) or a combination of cash and shares, as determined
by the Board.

                  (d) The exercise of any Stock Appreciation Right shall reduce
the number of Shares subject to the related option.

            11. Restricted Stock Awards.

                  (a) The Board shall have the authority to award Participants
Shares which shall be restricted as provided herein to avoid immediate taxation
under the Code.

                  (b) Such restricted stock may not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated by a
Participant, except as provided below. The Board may place such additional
restrictions as it may deem appropriate on the restricted stock. As a condition
to the receipt of any Shares awarded under this Plan, a Participant shall
execute and deliver to the Company an instrument in writing, in form approved by
the Board, wherein he agrees to the above restrictions and the legending of the
certificates representing his Shares with respect thereto. Notwithstanding such
restrictions, however, a Participant shall be entitled to receive all dividends
declared on and to vote any Shares held by him and to all other rights of a
shareholder with respect thereto.


                                       53
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                                                                      Exhibit 10

                  (c) If a Participant terminates his service as an officer,
employee, or director for any reason, his rights with respect to any Shares
which remain restricted hereunder shall be as provided in a written agreement
between the Participant and the Company relating to the award and forfeiture of
Shares hereunder.

                  (d) Subject to subsection (c) hereof or to the extent
otherwise provided in any written Agreement between the Participant and the
Company relating to the award of Shares hereunder, the restrictions set forth in
this Section on Shares awarded under this Plan shall lapse ratably over a period
of five years from the date of award. The Board may, in its discretion, waive
such restrictions at any time. Notwithstanding anything in this Section 11 to
the contrary, the restrictions on Shares awarded under this Section 11 shall
immediately lapse upon termination of the Participant's employment by the
Company without Cause.

            12. Adjustments for Certain Events.

                  (a) If there is any change in the number of Shares through the
declaration of stock dividends or through recapitalization resulting in stock
splits, or combinations or exchanges of such Shares, the number of Shares
available for options or awards and the number of Shares covered by outstanding
options or awards, and the price per Share of such options or the applicable
market value of awards, shall be proportionately adjusted by the Board to
reflect any increase or decrease in the number of issued Shares; provided,
however, that any fractional Shares resulting from such adjustment shall be
eliminated.

                  (b) In the event of any sale of all or substantially all of
the assets of the Company, merger or consolidation, corporate separation or
division (including split-up or split-off), or reorganization or dissolution or
liquidation of the Company (each such event, an "Event"), the Board shall make
such provision for the holders of Awards as it deems equitable. The actions
which the Board shall have authority to take shall include (i) adjustment of
outstanding options so that after the Event each holder of any option becomes
entitled to receive upon exercise of the option at the option price the kind and
amount of shares of stock or other securities, property, cash or combination
thereof to which a holder of the number of Shares for which the option might
have been exercised immediately prior to such Event is entitled thereafter; (ii)
if the Event involves the acquisition by another corporation of all or
substantially all of the Company's assets, or a merger or consolidation of the
Company in which another corporation is the surviving or resulting corporation
and if such other corporation is prepared to assume the options then outstanding
or to substitute its options therefor, provision for such assumption or
substitution; or (iii) provision that each Award granted under the Plan shall
terminate as of the date fixed by the Board, with not less than twenty (20) days
written notice of the date fixed to be given to each Participant and each
Participant to have the right during the twenty (20) days preceding such
termination to exercise the Awards as to all or any part of the Shares covered
thereby, including installments as to which such Awards would not otherwise be
exercisable.


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                                                                      Exhibit 10

                  (c) The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Board in its sole
discretion. Any such adjustment may provide for the elimination of fractional
Shares, and, provided that any such adjustment with respect to an Incentive
Stock Option in connection with a transaction to which Section 424(a) of the
Code applies shall be done in accordance with the provisions of such Section
424(a) unless the Board specifically determines otherwise.

                  (d) In the event of a Change of Control, all Awards granted
under the Plan shall become immediately exercisable. For purposes of this Plan,
"Change of Control" shall mean the earliest to occur of:

            i. 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
(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 (1) the then outstanding common shares of the
Company (the "Outstanding Company Common Shares") or (2) 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: (1) any acquisition directly from the Company
(other than acquisition by virtue of the exercise of a conversion privilege),
(2) any acquisition by the Company, (3) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (4) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if, following such
reorganization, merger or consolidation, the conditions described in clauses
(1), (2) and (3) of subsection (iii) of this definition are satisfied;

            ii. Individuals who, as of May 20, 2004, 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
May 20, 2004 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;

            iii. A reorganization, merger or consolidation of the Company, in
each case, unless, following such reorganization, merger or consolidation, (1)
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 the election of Directors is then
beneficially owned, directly or indirectly, by all or


                                       55
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                                                                      Exhibit 10

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, 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, (2) 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, 10% 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 (3) 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;

            iv. Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company; or

            v. The sale or other disposition of all or substantially all of the
assets or deposits of the Company, 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 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

            vi. Reorganization, merger or consolidation of Sterling National
Bank or sale or other disposition of all or substantially all of the assets or
deposits of Sterling National Bank unless, in the case of a reorganization,
merger or consolidation, the resulting entity is wholly owned by a corporation
meeting the following requirements or, in the case of a sale or disposition, the
sale or disposition is to a corporation meeting the following requirements (in
each case after giving effect to the reorganization, merger, consolidation, sale
or disposition and any related transactions): (A) more than two-thirds


                                       56
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                                                                      Exhibit 10

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 reorganization, merger,
consolidation, sale or disposition, 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 reorganization, merger,
consolidation, sale or disposition.

            13. Forfeiture of Benefits.

            Notwithstanding any other provision of this Plan, no payment of any
unpaid award shall be made and any and all unexercised options and all rights
under the Plan of a Participant who received such award or option grant (or his
designated beneficiary or legal representatives) to the payment or exercise
thereof shall be forfeited if, prior to the time of such payment or exercise,
the Participant shall (i) be employed by a competitor of, or shall be engaged in
any activity in competition with, the Company without the Company's consent,
(ii) divulge without the consent of the Company any secret or confidential
information belonging to the Company, or (iii) engage in any other activities
which would constitute grounds for his discharge by the Company for cause.

            14. Transferability of Option and Awards.

            A Participant's rights and interests under the Plan may not be
assigned or transferred except, in the case of a Participant' death, by will or
the laws of descent and distribution.

            15. Amendment and Termination.

            The Board may at any time and from time to time to terminate, modify
or amend the Plan in any respect; provided, however, that unless also approved
or ratified by a vote of the majority of the holders of the outstanding Shares
of the Company entitled to vote thereon, any such modification or amendment
shall not (subject, however, to the provisions of Section 12) increase the
maximum number of Shares for which Awards may be granted under the Plan. No such
termination, modification or amendment may adversely affect the rights of a
Participant under an outstanding Award. Nevertheless, with the consent of the
Participant affected, the Committee may amend outstanding Awards in a manner not
inconsistent with the terms of the Plan.


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                                                                      Exhibit 10

            16. Funding of the Plans.

            This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under this Plan and payment of Awards
shall be subordinate to the claims of the Company's general creditors. In no
event shall interest be paid or accrued on any Award, including unpaid
installments of Awards.

            17. Rights of Participants.

            No Participant or other person shall have any claim or right to be
granted an Award under this Plan. Neither this Plan nor any action taken
hereunder shall be construed as giving any Participant any rights to be retained
as an officer, employee, or director of the Company.

            18. Withholding of Taxes.

            The Company shall have the right to deduct from all Awards paid in
cash any federal, state or local taxes required by law to be withheld with
respect to such cash Awards and, in the case of Awards paid in Shares, the
Participant or other person receiving such Shares shall be required to pay to
the Company the amount of any such taxes which the Company is required to
withhold with respect to such Awards paid in Shares. Without limiting the
generality of the foregoing paragraph, unless otherwise provided in the written
agreement between the Participant and the Company evidencing an Award, a
Participant may satisfy, in whole or in part, the foregoing withholding tax
liability (but not more than the minimum required withholding tax liability) by
delivery of Shares owned by the Participant with a fair market value (determined
as of the date of such delivery) equal to such withholding tax liability
(provided that such Shares are not subject to any pledge or other security
interest and have either been held by the Participant for six months, previously
acquired by the Participant on the open market or meet such other requirements
as the Stock Plans Committee may determine necessary in order to avoid an
accounting earnings charge), or by having the Company withhold from the number
of Shares otherwise issuable pursuant to the exercise or settlement of the Award
a number of Shares with a fair market value (determined as of the date of such
withholding) equal to such withholding tax liability.

            19. Agreements with Participants.

            Each Award granted under this Plan shall be evidenced by a written
instrument containing such terms and conditions as the Board shall approve.

            20. Requirements for Issuance of Shares.

            No Shares shall be issued or transferred upon payment of any Award
payable hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Shares have been complied with to the satisfaction
of the Board. The Board shall have the right to condition any award of issuance
of Shares made to any


                                       58
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                                                                      Exhibit 10

Participant hereunder on such Participant's undertaking in writing to comply
with such restrictions on his subsequent disposition of such Shares as the Board
shall deem necessary or advisable as a result of any applicable law, regulation
or official interpretation thereof, and certificates representing such Shares
may be legended to reflect any such restrictions.

            21. Headings.

            Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

            22. Effective Date; Expiration Date.

            This Plan was originally effective as of February 20, 1992, has been
reapproved by shareholders from time to time, is amended and restated as of May
20, 2004, and shall expire on April 18, 2012 (the tenth anniversary of the most
recent approval of the Plan by shareholders prior to its amendment and
restatement as of May 20, 2004), on and after which no Awards may be granted
hereunder; provided, however, that the administration of the Plan shall continue
in effect until all matters relating to Awards previously granted have been
settled.

Dated: May 20, 2004


                                       59
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                                                                      Exhibit 10

                                   APPENDIX I

                     OPTION GRANTS TO NON-EMPLOYEE DIRECTORS

            (a) Option Grant Dates. Non-qualified stock options to purchase
2,000 shares (such number to be subject to adjustment in the same manner as
provided for outstanding options in Section 12 of the Plan) shall be granted
automatically to each Non-Employee Director on the last day that the Company's
Shares are traded on the New York Stock Exchange or other national securities
exchange upon which the Shares are traded, or if the Shares are not then listed
on a national securities exchange and are traded over-the-counter, on the date
of the last trade as reported by NASDAQ, or if not reported by NASDAQ, on the
day the last trade was reported, in each April from 1995 through 1999.

            (b) Purchase Price. The purchase price of Shares upon exercise of an
option granted to a Non-Employee Director shall be 100% of the fair market value
of the Shares on the date of grant of an option; which shall be: (i) if the
Shares are then listed on a national securities exchange, the closing price of
the shares on such date; provided, however, if on such date the Shares were
traded on more than one national securities exchange, then the closing price on
the exchange on which the greatest volume of Shares were traded on such day;
(ii) if the Shares are not then listed on a national securities exchange and are
traded over the counter, the last sale price of the Shares on such date as
reported by NASDAQ or, if not reported by NASDAQ, the average of the closing bid
and asked prices for the Shares on such date; and (iii) if the Shares are
neither then listed on a national securities exchange nor traded in the
over-the-counter market, such value as the Committee shall in good faith
determine. If the Shares are then listed on a national securities exchange or
are traded over the counter but are not traded on the date of grant, then the
purchase price of such shares shall be the closing price on the last day prior
thereto on which such Shares were traded.

            (c) Exercisability and Term of Options. Each option granted a
Non-Employee Director under the Plan shall become exercisable in four equal
annual installments, commencing on the first anniversary of the date of grant.
Each such option granted under the Plan shall expire five years from the date of
the grant, and shall be subject to earlier termination as hereinafter provided.
Notwithstanding anything herein to the contrary, all outstanding options granted
to a Non-Employee Director shall become immediately exercisable upon the
occurrence of a Change of Control.

            (d) Termination of Service. In the event of the termination of
service on the Board by a Non-Employee Director, who is a holder of any option,
other than by reason of death as set forth in paragraph (e) of this Appendix I
or by reason of such Non-Employee Director's commencement of employment with the
Company, the then outstanding options of such Non-Employee Director may be
exercised only to the extent that they were exercisable on the date of such
termination and shall expire three months after such termination, or on their
stated expiration date, whichever occurs first.


                                       60
<PAGE>

                                                                      Exhibit 10

            (e) Death. In the event of the death of the Non-Employee Director
who is a holder of any option, each of the then outstanding options of such
Non-Employee Director will immediately mature in full and become exercisable by
the Non-Employee Director's legal representative at any time within a period of
six months after death, but in no event after the expiration date of the term of
the option.

            (f) Payment. Options may be exercised only upon payment to the
Company in full of the purchase price of the Shares to be delivered. Such
payment shall be made in cash or check at the time of purchase, or by such other
method as the Stock Plans Committee may allow.

            (g) Options Non-Assignable and Non-Transferable. Each option and all
rights thereunder shall be non-assignable and non-transferable other than by
will or the laws of descent and distribution and shall be exercisable during the
Non-Employee Director's lifetime only by the Non-Employee Director or the
Non-Employee Director's guardian or legal representative.

            (h) No Right to Continue as a Director. Neither the Plan nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that a Non-Employee Director has a right to continue as a Director for any
period of time, or at any particular rate of compensation.

            (i) No Stockholders' Rights for Holders of Options. A holder of
options shall have no rights as a shareholder with respect to the Shares covered
by options granted hereunder until the date of the issuance of a stock
certificate therefore, and no adjustment will be made for regular cash dividend
distributions for which the record date is prior to the date such certificate is
issued.

            (j) Limitation on Amendment. In order to comply with the executive
provisions of Rule 16b-3 under the Exchange Act, no amendment of the provisions
of this Appendix I which might otherwise be permitted, shall be made within six
months of any other amendment hereto, unless such amendment shall be made to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act or the rules thereunder.

            (k) Defined Terms. Capitalized terms not otherwise defined in this
Appendix I shall have the meaning given them in the Plan.


                                       61
<PAGE>

                                                                      Exhibit 10

                                   APPENDIX II

              AUTOMATIC GRANT OF OPTIONS TO NON-EMPLOYEE DIRECTORS

            i. Option Grant Dates. Non-qualified stock options to purchase
2,000, 2,000, 4,000, 4,000 and 4,000 shares, respectively, such number to be
subject to adjustment in the same manner as provided for outstanding options in
Section 12 of the Plan (as originally adopted) shall be granted automatically to
each Non-Employee Director on the last day that the Company's shares are traded
on The New York Stock Exchange or other national securities exchange upon which
the Shares are traded or if the Shares are not then listed on a national
securities exchange and are traded over-the-counter on the date of the last
trade as reported by NASDAQ or, if not reported by NASDAQ, the last trade which
was reported in each June, from June 1998 through 2002.

            ii. Purchase Price. The purchase price of Shares upon exercise of an
option shall be 100% of the fair market value of the Shares on the date of grant
of an option, which shall be (i) if the Shares are then listed on a national
securities exchange, the closing price of the Shares on such date, provided,
however, if on such date the Shares were traded on more than one national
securities exchange, then the closing price on the exchange on which the
greatest volume of Shares were traded on such day; (ii) if the Shares are not
then listed on a national securities exchange and are traded over-the-counter,
the last sale price of the Shares on such date as reported by NASDAQ or, if not
reported by NASDAQ, the average of the closing bid and asked prices for the
Shares on such date; and (iii) if the Shares are neither then listed on a
national securities exchange nor traded in the over-the-counter market, such
value as the Committee shall in good faith determine. If the Shares are then
listed on a national securities exchange or are traded over-the-counter but are
not traded on the date of grant, then the purchase price of such shares shall be
the closing price on the last day prior thereto on which such Shares were
traded.

            iii. Exercisability and Term of Options. Each option granted a
Non-Employee Director under the Plan will become exercisable in four equal
annual installments, commencing on the first anniversary of the date of grant.
Each such option granted under the Plan shall expire five years from the date of
the grant, and shall be subject to earlier termination as hereinafter provided.

            iv. Termination of Service. In the event of the termination of
service on the Board by the holder of any option, other than by reason of death
as set forth in paragraph (v) hereof or by reason of such holders' commencement
of employment with the Company, the then outstanding options of such holder may
be exercised only to the extent that they were exercisable on the date of such
termination and shall expire three months after such termination, or on their
stated expiration date, whichever occurs first.

            v. Death. In the event of the death of the holder of any option,
each of the then outstanding options of such holder will immediately mature in
full and


                                       62
<PAGE>

become exercisable by the holder's legal representative at any time within a
period of six months after death, but in no event after the expiration date of
the term of the option.

            vi. Payment. Options may be exercised only upon payment to the
Company in full of the purchase price of the Shares to be delivered. Such
payment shall be made in cash or check at the time of purchase, or by such other
method as the Stock Plans Committee may allow.

            vii. Options Non-Assignable and Non-Transferable. Each option and
all rights thereunder shall be non-assignable and non-transferable other than by
will or the laws of descent and distribution and shall be exercisable during the
holder's lifetime only by the holder or the holder's guardian or legal
representative.

            viii. No Right to Continue as a Director. Neither the Plan nor the
granting of an option nor any other action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or implied,
that a Non-Employee Director has a right to continue as a Director for any
period of time, or at any particular rate of compensation.

            ix. No Stockholders' Rights for Holders of Options. A holder of
options shall have no rights as a shareholder with respect to the Shares covered
by options granted hereunder until the date of the issuance of a stock
certificate therefor, and no adjustment will be made for regular cash dividend
distributions for which the record date is prior to the date such certificate is
issued.


                                       63
<PAGE>

                                                                      Exhibit 10

                                  APPENDIX III

              AUTOMATIC GRANT OF OPTIONS TO NON-EMPLOYEE DIRECTORS

            i. Option Grant Dates. Non-qualified stock options to purchase
2,000, 2,000, 2,000, 2,000 and 2,000 shares, respectively, such number to be
subject to adjustment in the same manner as provided for outstanding options in
Section 12 of the Plan (as originally adopted) shall be granted automatically to
each Non-Employee Director on the last day that the Company's shares are traded
on The New York Stock Exchange or other national securities exchange upon which
the Shares are traded or if the Shares are not then listed on a national
securities exchange and are traded over-the-counter on the date of the last
trade as reported by NASDAQ or, if not reported by NASDAQ, the last trade which
was reported in June, 2000, and the last trade which was reported in each July,
from July 2001 through 2004.

            ii. Purchase Price. The purchase price of Shares upon exercise of an
option shall be 100% of the fair market value of the Shares on the date of grant
of an option, which shall be (i) if the Shares are then listed on a national
securities exchange, the closing price of the Shares on such date, provided,
however, if on such date the Shares were traded on more than one national
securities exchange, then the closing price on the exchange on which the
greatest volume of Shares were traded on such day; (ii) if the Shares are not
then listed on a national securities exchange and are traded over-the-counter,
the last sale price of the Shares on such date as reported by NASDAQ or, if not
reported by NASDAQ, the average of the closing bid and asked prices for the
Shares on such date; and (iii) if the Shares are neither then listed on a
national securities exchange nor traded in the over-the-counter market, such
value as the Committee shall in good faith determine. If the Shares are then
listed on a national securities exchange or are traded over-the-counter but are
not traded on the date of grant, then the purchase price of such shares shall be
the closing price on the last day prior thereto on which such Shares were
traded.

            iii. Exercisability and Term of Options. Each option granted a
Non-Employee Director under the Plan will become exercisable in four equal
annual installments, commencing on the first anniversary of the date of grant.
Each such option granted under the Plan shall expire five years from the date of
the grant, and shall be subject to earlier termination as hereinafter provided.

            iv. Termination of Service. In the event of the termination of
service on the Board by the holder of any option, other than by reason of death
as set forth in paragraph (v) hereof or by reason of such holders' commencement
of employment with the Company, the then outstanding options of such holder may
be exercised only to the extent that they were exercisable on the date of such
termination and shall expire three months after such termination, or on their
stated expiration date, whichever occurs first.

            v. Death. In the event of the death of the holder of any option,
each of the then outstanding options of such holder will immediately mature in
full and


                                       64
<PAGE>

                                                                      Exhibit 10

become exercisable by the holder's legal representative at any time within a
period of six months after death, but in no event after the expiration date of
the term of the option.

            vi. Payment. Options may be exercised only upon payment to the
Company in full of the purchase price of the Shares to be delivered. Such
payment shall be made in cash or check at the time of purchase, or by such other
method as the Stock Plans Committee may allow.

            vii. Options Non-Assignable and Non-Transferable. Each option and
all rights thereunder shall be non-assignable and non-transferable other than by
will or the laws of descent and distribution and shall be exercisable during the
holder's lifetime only by the holder or the holder's guardian or legal
representative.

            viii. No Right to Continue as a Director. Neither the Plan nor the
granting of an option nor any other action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or implied,
that a Non-Employee Director has a right to continue as a Director for any
period of time, or at any particular rate of compensation.

            ix. No Stockholders' Rights for Holders of Options. A holder of
options shall have no rights as a shareholder with respect to the Shares covered
by options granted hereunder until the date of the issuance of a stock
certificate therefor, and no adjustment will be made for regular cash dividend
distributions for which the record date is prior to the date such certificate is
issued.


                                       65
<PAGE>

                                                                      Exhibit 10

                                   APPENDIX IV

              AUTOMATIC GRANT OF OPTIONS TO NON-EMPLOYEE DIRECTORS

            i. Option Grant Dates. Non-qualified stock options to purchase
2,500, 2,500, 2,500, and 2,500 shares, respectively, such number to be subject
to adjustment in the same manner as provided for outstanding options in Section
12 of the Plan (as originally adopted) shall be granted automatically to each
Non-Employee Director on the last day that the Company's shares are traded on
The New York Stock Exchange or other national securities exchange upon which the
Shares are traded or if the Shares are not then listed on a national securities
exchange and are traded over-the-counter on the date of the last trade as
reported by NASDAQ or, if not reported by NASDAQ, the last trade which was
reported in each June, from June 2003 through 2006.

            ii. Purchase Price. The purchase price of Shares upon exercise of an
option shall be 100% of the fair market value of the Shares on the date of grant
of an option, which shall be (i) if the Shares are then listed, on a national
securities exchange, the closing price of the Shares on such date, provided,
however, if on such date the Shares were traded on more than one national
securities exchange, then the closing price on the exchange on which the
greatest volume of Shares were traded on such day; (ii) if the Shares are not
then listed on a national securities exchange and are traded over-the-counter,
the last sale price of the Shares on such date as reported by NASDAQ or, if not
reported by NASDAQ, the average of the closing bid and asked prices for the
Shares on such date; and (iii) if the Shares are neither listed on a national
securities exchange nor traded in the over-the-counter market, such value as the
Committee shall in good faith determine. If the Shares are then listed on a
national securities exchange or are traded over-the-counter, but are not traded
on the date of grant, then the purchase price of such shares shall be the
closing price on the last day prior thereto on which such Shares were traded.

            iii. Exercisability and Term of Options. Each option granted a
Non-Employee Director under the Plan will become exercisable in four equal
annual installments, commencing on the first anniversary of the date of grant.
Each such option granted under the Plan shall expire five years from the date of
the grant, and shall be subject to earlier termination as hereinafter provided.

            iv. Termination of Service. In the event of the termination of
service on the Board by the holder of any option, other than by reason of death
as set forth in paragraph (v) hereof or by reason of such holders' commencement
of employment with the Company, the then outstanding options of such holder may
be exercised only to the extent that they were exercisable on the date of such
termination and shall expire three months after such termination, or on their
stated expiration date, whichever occurs first.

            v. Death. In the event of the death of the holder of any option,
each of the then outstanding options of such holder will immediately mature in
full and become exercisable by the holder's legal representative at any time
within a period of six months after death, but in no event after the expiration
date of the term of the option.


                                       66
<PAGE>

                                                                      Exhibit 10

            vi. Payment. Options may be exercised only upon payment to the
Company in full of the purchase price of the Shares to be delivered. Such
payment shall be made in cash or check at the time of purchase, or by such other
method as the Stock Plans Committee may allow.

            vii. Options Non-Assignable and Non-Transferable. Each option and
all rights thereunder shall be non-assignable and non-transferable other than by
will or the laws of descent and distribution and shall be exercisable during the
holder's lifetime only by the holder or the holder's guardian or legal
representative.

            viii. No Right to Continue as a Director. Neither the Plan nor the
granting of an option nor any other action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or implied,
that a Non-Employee Director has a right to continue as a Director for any
period of time, or at any particular rate of compensation.

            ix. No Stockholders' Rights for Holders of Options. A holder of
options shall have no rights as a shareholder with respect to the Shares covered
by options granted hereunder until the date of the issuance of a stock
certificate therefor, and no adjustment will be made for regular cash dividend
distributions for which the record date is prior to the date such certificate is
issued.


                                       67
<PAGE>

                                                                      Exhibit 10

                 FORM OF AWARD LETTER FOR NON-EMPLOYEE DIRECTORS

Dear

The Company's Stock Incentive Plan provides for the automatic award of
non-qualified stock options to purchase _____ Common Shares of Sterling Bancorp
to non-employee Directors on the last day of _______. Under the terms of the
Plan, an award of _____ non-qualified stock options was granted to non-employee
directors effective _______. Accordingly, you were granted an option to purchase
up to _____ shares pursuant to this automatic option, exercisable in four equal
annual installments of ___ shares each, the first such installment of ___ shares
exercisable on and after _______. As in the past, the purchase price of the
shares upon exercise of the option is equal to 100% of the closing price of the
shares on The New York Stock Exchange on the day of grant. The closing price of
Sterling Bancorp Common shares on _______ was $__.__.

If you have any questions, please do not hesitate to call me.

Sincerely,


                                       68
<PAGE>

                                                                      Exhibit 10

                        FORM OF AWARD LETTER FOR OFFICERS

Re:   Option granted under the Stock Incentive Plan for Key Employees of
      Sterling Bancorp and its Subsidiaries (the "Plan")
      ------------------------------------------------------------------

Dear Mr.         :

                  This will confirm the terms of the Option granted to you on
_________, under the Plan, by the Stock Plans Committee of the Board of
Directors of Sterling Bancorp (this and other capitalized terms in this
agreement have the meaning given them under the Plan, except where otherwise
indicated):

                  (1) The option is to be an "Incentive Stock Option" complying
with Section 422 of the Code, is for a total of ________ Shares at a price of
$______ per share, the fair market value on the date of the Grant, shall become
exercisable on the first anniversary of the date of grant and shall remain
exercisable for a term of 10 years from the date of grant (subject, however, to
earlier termination as provided in Section 9(b) of the Plan).

                  (2) The Option may be exercised by written notice to Sterling
Bancorp as to all Shares as to which it is then exercisable or as to any portion
thereof (but not less than 100 Shares) and the purchase price shall be payable
in cash or any other property authorized pursuant to Section 8(a) of the Plan.
The Option may be exercised only by you, subject to the right of your estate or
legal representative to exercise to the extent permitted under the Plan.

                  (3) The number of shares subject to the Option and the Option
price shall be adjusted in accordance with the terms of Section 12 of the Plan.


                                       69
<PAGE>

                                                                      Exhibit 10

                  (4) You agree that you will not dispose of any Shares acquired
pursuant to the Option except in accordance with the registration requirements
of the Securities Act of 1933 (including the exemptions thereunder) and that the
Board may condition the issuance of Shares on your execution of an appropriate
undertaking to such effect and may require the legending of the certificates
representing the Shares, as authorized by Section 20 of the Plan.

                  (5) The terms of this Option Agreement are subject to those of
the Plan and the requirements of Section 422 of the Code for incentive stock
option treatment, which shall control in the event of any conflict.

                  Your signature will confirm your acceptance of the Option and
the terms set forth above.

                                        Very truly yours,

                                        STERLING BANCORP


                                        Louis J. Cappelli
                                        Chairman and Chief Executive Officer

Accepted and Agreed:


___________________________


                                       70