EX-10.I.F







Exhibit 10. (i) (F)




AMENDMENT TO STERLING BANCORP STOCK INCENTIVE PLAN




     THIS AMENDMENT (the “Amendment”) is made by Sterling Bancorp (the “Company”)
to be effective as of December 29, 2008.



     WHEREAS, the Company maintains the Stock Incentive Plan (the “Plan”) for the benefit
of certain participants (“Participants”);



     WHEREAS, the Company desires to amend certain provisions of the Plan in order to comply with
or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”); and



     WHEREAS, the Board of the Company has reserved the right to amend or modify the Plan.



     NOW, THEREFORE, the Plan is hereby amended as follows:




	1.	 	The fourth and fifth sentences of Section 6(a) shall be deleted and replaced in its entirety
with the following:
	 
	 	 	“The purchase price of each Share subject to a Nonqualified Stock Option shall be such price
as is determined by the Board on the date such Nonqualified Stock Option is granted, but in
no event shall it be less than the fair market value of a Share on the date on which the
Nonqualified Stock Option is granted. The fair market value shall be the closing price of a
Share on the date of grant.”
	 
	2.	 	The following paragraph shall be added as a new Section 23 of the Plan:
	 
	 	 	“23. Section 409A of the Code. It is the Company’s intent that the Plan comply
with or be exempt from the requirements of Section 409A and that the Agreement be
administered and interpreted accordingly. If and to the extent that any payment or benefit
under this Plan is determined by the Company to constitute “non-qualified deferred
compensation” subject to Section 409A and is payable to a Participant by reason of the
Participant’s termination of employment, then (a) such payment or benefit shall be made or
provided to the Participant only upon a “separation from service” as defined for purposes of
Section 409A under applicable regulations and (b) if the Participant is a “specified
employee” (within the meaning of Section 409A and as determined by the Company), such
payment or benefit shall be made or provided on the date that is six months and one day
after the date of the Participant’s separation from service (or earlier death). Any amount
not paid in respect of the six month period specified in the preceding sentence will be paid
to the Participant in a lump sum on the date that is six months and one day after the
Participant’s separation from service (or earlier death). Each payment made under the Plan
shall be deemed to be a separate payment for purposes of Section 409A. If and to the extent
that any Award is determined by the Company to constitute “non-qualified deferred
compensation”




 









 






	 	 	subject to Section 409A and such Award is payable to a Participant upon a Change of Control,
then no payment shall be made pursuant to such Award unless such Change of Control
constitutes a “change in the ownership of the corporation”, “a change in effective control
of the corporation”, or “a change in the ownership of a substantial portion of the assets of
the corporation” within the meaning of Section 409A; provided that if such Change of Control
does not constitute a “change in the ownership of the corporation”, “a change in effective
control of the corporation”, or “a change in the ownership of a substantial portion of the
assets of the corporation” within the meaning of Section 409A, then the Award shall still
fully vest upon such Change of Control, but shall be payable upon the original schedule
contained in the Award.”




IN WITNESS WHEREOF, the Board has caused this Amendment to the Plan to be duly executed on this
29th day of December, 2008.




	 	 	 	 	 
	STERLING BANCORP	 	 
	 
	 	 	 	 
	By:

	 	  

Dale C. Fredston
	 	 
	 

	 	Senior Vice President, Corporate Secretary