EXHIBIT 10 (iii)(I)(a)


            STERLING BANCORP LETTERHEAD


            MARCH 12, 2009


            March 12, 2009


            Mr. Louis J. Cappelli, Chairman 

            Sterling Bancorp 

            650 Fifth Avenue 

            New York, New York 10019


            Dear Mr. Cappelli:


            This will confirm the following amendment to your Amended and Restated Employment Agreement, dated as of March 22, 2002, with our Company, which was last amended by letter agreement dated March 13, 2009:


            The date in the third line of Paragraph 1 (captioned “Term”) is amended to December 31, 2013.


            The foregoing amendment was adopted by the Compensation Committee and approved by the Board of Directors at its March 12, 2009 meeting.


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


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        Sincerely,

                        Sterling Bancorp

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By: 

                    	
                        /s/ Dale C. Fredston

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                         

                    	
                        Dale C. Fredston

                    
	
                         

                    	
                         

                    	
                         

                    	
                        Secretary

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        Agreed:

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        /s/ Louis J. Cappelli

                    	
                         

                    	
                         

                    	
                         

                    
	
                        

                    	
                         

                    	
                         

                    	
                         

                    
	
                        Louis J. Cappelli