EXHIBIT 14.2 Code
of Business Conduct and Ethics, as amended

Purpose

The
Code of Ethics and Business Conduct sets forth the standards that guide the
Companys actions and applies to all directors, officers, and employees.

Policy

Table of Contents

| |       |                                                                                                                                                                                                                                      
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | I.    | MISSION STATEMENT                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                      
| | II.   | EQUAL EMPLOYMENT OPPORTUNITIES AND
 MAINTAINING A SECURE WORK ENVIRONMENT- This section discusses general workplace
 standards that are free from discrimination, harassment, drugs, and violence.                                   
| |       |                                                                                                                                                                                                                                      
| | III.  | SAFEGUARDING OF ASSETS AND MAINTAINING
 ACCURATE AND COMPLETE RECORDS- This section references the companys
 policies concerning appropriate recordkeeping and the requirements imposed on
 all employees to protect company assets.
| |       |                                                                                                                                                                                                                                      
| | IV.   | CONFLICTS OF INTEREST- This section discusses company policies
 regarding employee participation in activities that might compromise job
 responsibilities and duties.                                                               
| |       |                                                                                                                                                                                                                                      
| | V.    | INTEGRITY IN THE MARKETPLACE- This section outlines the standards that
 employees must maintain in dealing with clients, competitors, and business
 partners.                                                                        
| |       |                                                                                                                                                                                                                                      
| | VI.   | INTEGRITY IN GOVERNMENT RELATIONSHIPS AND
 COMPLIANCE WITH LAWS- This section references employee compliance with specific laws that
 apply to the company and employee interaction with government officials.                       
| |       |                                                                                                                                                                                                                                      
| | VII.  | COMMUNICATIONS  This section outlines the standard for
 employee communication with external entities.                                                                                                                              
| |       |                                                                                                                                                                                                                                      
| | VIII. | CONFIDENTIALITY This section outlines requirements for
 employees, officers and directors in maintaining the confidentiality of Confidential
 Information entrusted to them.                                                        

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| |          |                                                                                                                                                                                                                    
| | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | IX.      | REPORTING -This section details reporting procedures
 for an employee who seeks to report a possible code violation.                                                                                               
| |          |                                                                                                                                                                                                                    
| | X.       | AMENDMENTS AND WAIVERS -This section outlines the protocols for
 amendments to the Code and for obtaining waivers from the requirements of the
 Code.                                                              
| |          |                                                                                                                                                                                                                    
| | XI.      | EMPLOYEE ACKNOWLEDGEMENT Employee certification that they
 understand their responsibilities under the Code.                                                                                                      
| |          |                                                                                                                                                                                                                    
| | XII.     | ANNUAL AND NEW HIRE CERTIFICATION
 REQUIREMENTS This section ensures compliance with the Code and requires all Company
 Officials to certify annually that they understand their responsibilities
 under the Code.
| |          |                                                                                                                                                                                                                    
| | Exhibits
| |          |                                                                                                                                                                                                                    
| | I        | the Bank Bribery Act                                                                                                                                                                                               
| | II       | Audit Committee Complaint Procedure                                                                                                                                                                                
| | III      | Your Personal Commitment to the Companys
 Code of Ethics and Business Conduct                                                                                                                                     
| | IV       | Your Personal Commitment to the Bank
 Bribery Act                                                                                                                                                                  

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | I. Mission Statement                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                               | 
|To attract, develop and retain profitable
 customer relationships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                               | 
|This customer-driven philosophy and commitment will guide the
 organization in allocating its resources to successfully execute its key
 strategies. The philosophy begins with a focus on developing highly trained,
 competent, motivated, and satisfied employees who hold themselves to high
 ethical standards and have the tools and personal abilities to acquire,
 serve, and satisfy customers. This is followed by a commitment to the
 Companys (State Bancorp, Inc., State Bank of Long Island and all
 subsidiaries) customer base and local communities and in complying with the
 letter and spirit of laws and regulations. All of the above is focused on
 creating and sustaining shareholder value. The primary components of this
 commitment are:                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                               | 
|Develop organizational strengths by recognizing and valuing the
 critical importance of our employees. The Company is committed to developing
 the full potential of each employee and rewarding superior performance.
 Additionally, the Company is committed to instilling diversity, integrity,
 personal accountability, collaboration, and consultative sales and service
 focus throughout the organization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                               | 
|Maintain a focus on customers by providing an array of quality
 products and services within the Companys defined markets areas, the goal of
 which is to fulfill the evolving financial needs of commercial, small
 business, and consumer clients at a profit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                               | 
|Provide and maintain community leadership by being a recognized force
 in the market areas in which we serve, by emphasizing our unique strengths
 and commitment as a locally based, financially strong, community bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                               | 
|Achieve superior financial performance by focusing on employees,
 customers, and the community, while continually evaluating our product and
 service capabilities, strategic alternatives, market-share growth, asset
 quality, and cost of operating.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | II. Equal Employment Opportunities and
 Maintaining a Secure Work Environment
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                               | 
|It is the policy of the Company to hire well-qualified people to
 perform the many tasks necessary in providing high quality financial
 services. Candidates for employment will be thoroughly screened and
 interviewed by Human Resources and management. An integral part of this
 policy is to provide equal employment opportunity in all aspects of the
 employment relationship, including, but not limited to, recruiting,
 advertising, hiring, working conditions, job assignment, promotion,
 compensation, discipline, termination, and access to benefits and training.
 Employment decisions will be made without regard to an applicants or
 employees race, color, religion, creed, national origin, ethnicity,
 ancestry, sex, sexual orientation, age, marital status, disability,
 citizenship, military status, genetic information or disposition, victim of
 domestic violence, or any other characteristic protected by law.

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | 
|The Company
 makes reasonable accommodations for the known physical or mental limitations
 of a qualified applicant or employee with a disability, as well as in
 handling requests for a reasonable accommodation based upon sincerely held
 religious beliefs or practices.                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|The Company is committed to preventing workplace violence and to
 maintaining a safe work environment. The Company has adopted procedures to
 deal with intimidation, harassment, or other threats of (or actual) violence
 that may occur during business hours or on its premises. All employees should
 be treated with courtesy and respect at all times. Employees are expected to
 refrain from fighting, rowdiness or other conduct that may be dangerous to
 others.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|Firearms, weapons, and other dangerous or hazardous devices or
 substances are prohibited from the premises of the Company without proper
 authorization.                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|Conduct that threatens, intimidates, or coerces another employee, a
 director, a shareholder, a customer, or a member of the public at any time,
 including off-duty periods, and at any locations, will not be tolerated. This
 prohibition includes all acts of harassment, including harassment that is
 based on an individuals sex, race, age, or any characteristic protected by
 federal, state, or local law.                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|The use of or involvement with illegal drugs or the abuse of
 controlled substances or alcohol can have serious adverse consequences on
 employees work performance, productivity, morale, well-being and safety.
 This can lead to an erosion of customer confidence and can damage our
 reputation in the financial community. Actions and behavior associated with
 the illegal use of drugs or controlled substance or alcohol will not be
 tolerated by the Company.  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|It is the obligation of every officer and staff member to adhere to
 the spirit as well as the letter of all employment laws, policies and
 practices.                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|If you have any questions or concerns, please speak with your
 supervisor, management, or the Director of Human Resources. Employees can
 raise concerns and make reports without fear of reprisal.                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | III. Safeguarding of Assets and Maintaining
 Accurate and Complete Records
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|All employees, officers and directors should protect the Companys
 assets and ensure their efficient use. Theft, carelessness and waste have a
 direct impact on the Companys profitability. All Company assets should be
 used only for legitimate business purposes.                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|An employee may not:                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            |                                                                                                 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            | Steal, embezzle or misappropriate funds, money or any valuable
 Company asset                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            | Use documents, stationary, supplies, corporate brand for nonofficial
 purposes or personal gain
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            | Misuse access or privileges to the Internet or email. These systems
 are for                   

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           |                                                                                                                                                                                                                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           | business purposes and are subject to monitoring and review without
 permission or notice. Behavior on the Internet, including social networking,
 is subject to all policies discussed in the Code of Ethics and Business
 Conduct.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           |                                                                                                                                                                                                                                    
|All of the Companys books, records, accounts and financial
 statements must be maintained in reasonable detail, must appropriately
 reflect the Companys transactions and must conform both to applicable legal
 requirements and to the Companys system of internal controls. Unrecorded or
 off the books funds or assets should not be maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           |                                                                                                                                                                                                                                    
|Records should always be retained or destroyed according to the
 Companys record retention policies. In accordance with those policies, in
 the event of litigation or governmental investigation please consult General
 Counsel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           |                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | IV. Conflicts of Interest
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           |                                                                                                                                                                                                                                    
|All employees, officers and directors of the Company should be
 scrupulous in avoiding a conflict of interest with regard to the Companys
 interests. A conflict of interest exists whenever an individuals private
 interests interfere or conflict in any way (or even appear to interfere or
 conflict) with the interests of the Company. A conflict situation can arise
 when an employee, officer or director takes actions or has interests that may
 make it difficult to perform his or her Company work objectively and
 effectively. Conflicts of interest may also arise when an employee, officer
 or director, or members of his or her family, receives improper personal
 benefits as a result of his or her position in the Company, whether received
 from the Company or a third party. Loans to, or guarantees of obligations of
 employees, officers and directors and their respective family members may
 create conflicts of interest. Federal law prohibits loans to directors and
 executive officers, except to the extent those loans by State Bank of Long
 Island (the Bank) are permitted under Regulation O. (More details can be
 found in the Commercial Loan Policy Guide, Chapter XI, Loans to Employees,
 Officers, Executive Officers and Directors). All conflicts of interest or
 potential conflicts of interest must be disclosed immediately to the Director
 of Human Resources or General Counsel.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           |                                                                                                                                                                                                                                    
|Additionally, an officer should not have his/her responsibility code
 on a customer or business account if the customer or business owner is a
 relative of the officer. A relative is considered an officers spouse,
 brother, sister, parents, children, step-children, grandparent, grandchild,
 aunt, uncle, nephew, niece, or persons with an equivalent in-law or co-habitant
 relationship or those related by adoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           |                                                                                                                                                                                                                                    
|It is almost always a conflict of interest for a Company employee to
 work simultaneously for a competitor, customer
 or supplier. Company employees, officers and directors are not allowed
 to work for a competitor or to serve as a consultant or board member to a
 competitor. The best policy is to avoid any direct or indirect business
 connection with the Companys customers, suppliers or competitors, except on
 the Companys behalf.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                           |                                                                                                                                                                                                                                    
|If an employee wishes to pursue a second job or business venture,
 written notification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|and request must be given to the employees immediate
 supervisor. Supervisors must consult with the Director of Human Resources to
 determine appropriate action.                                                                                                                                      
|                                                                                                                                                                                                                                                                                                        
|In accordance with the Audit Committee charter, all related-party
 transactions must be reviewed and oversight provided by the Audit Committee
 of the Company. State and Federal securities and banking laws and regulations
 regarding transactions with insiders must also be strictly complied with.

|                                                                               |   |                                                                                                           
|------------------------------------------------------------------------------ | - | ----------------------------------------------------------------------------------------------------------
|Employees should conduct personal financial affairs responsibly and ethically.
|                                                                               |   |                                                                                                           
|                                                                               |  | Employees may not personally borrow money from or lend it to
 suppliers, customers or coworkers.          
|                                                                               |   |                                                                                                           
|                                                                               |  | Business expenses must be recorded accurately and in a timely manner.                                     
|                                                                               |   |                                                                                                           
|                                                                               |  | Manipulative activities such as kiting or money laundering are
 illegal and therefore strictly prohibited.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------- | 
|If assistance is needed, employees should discuss with management,
 the Director of Human Resources or the Employee Assistance Program.                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                 | 
|Conflicts of interest may not always be clear-cut, so if employees, officers and directors
 have a question, they should consult with the Director of Human Resources or
 General Counsel. Any employee, officer or director who becomes aware of a
 conflict or potential conflict should bring it to the attention of the
 Director of Human Resources or General Counsel.                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | V. Integrity in the Marketplace
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                 | 
|Each employee, officer, director, agent, consultant or attorneys of
 the Company should deal fairly with the Companys customers, suppliers,
 competitors, officers and employees. None should take unfair advantage of
 anyone through manipulation, concealment, abuse of privileged information,
 misrepresentation of material facts or any other unfair dealing practice.                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                 | 
|The Company seeks to outperform its competition fairly and honestly.
 The Company seeks competitive advantages through superior performance, never
 through unethical or illegal business practices. Appropriating proprietary
 information, possessing trade secret information that was obtained without
 the owners consent, or inducing such disclosures by past or present
 employees of other companies is prohibited.                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                 | 
|The purpose
 of business entertainment and gifts in a commercial setting is to create
 goodwill and sound working relationships, not to gain unfair advantage with
 customers. No gift or entertainment should be offered, given, provided or
 accepted by any Company employee, family member of an employee or agent
 unless it: (1) is not a cash
 gift, (2) is consistent with customary business practices, (3) is not
 excessive in value, (4) cannot be construed as a bribe or payoff and (5) does
 not violate any laws or regulations.

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Exceptions to the general prohibition on the acceptance of things of
value in connection with bank business may include:

(a)
Acceptance of gifts, gratuities, amenities or favors based on obvious family or personal relationships;

(b)
Acceptance of meals, refreshments, entertainment, accommodations or travel
arrangements, all of reasonable value, in the course of a meeting or other
occasion, the purpose of which is to hold bona fide business discussions or to
foster better business relations;

(c)
Acceptance of loans from other banks or financial institutions on customary
terms to finance proper and usual activities of Company Officials, such as home
mortgage loans, except where prohibited by law;

(d)
Acceptance of advertising or promotional material of reasonable value, such as
pens, pencils, note pads, key chains, calendars and similar items;

(e)
Acceptance of discounts or rebates on merchandise or services that do not
exceed those available to other customers;

(f)
Acceptance of gifts of reasonable value that are related to commonly recognized
events or occasions, such as a promotion, new job, wedding, retirement, holiday
or birthday; or

(g)
Acceptance of civic, charitable, educational, or religious organization awards
for recognition of service and accomplishment.

Employees should discuss with
their supervisor any gifts or proposed gifts which they are not certain are
appropriate.

See Exhibit I, The Bank Bribery Act.

| |                                                                     | 
| | ------------------------------------------------------------------- | 
| | VI. Integrity in Government Relationships and
 Compliance with Laws

All employees, officers and directors of the
Company should respect and comply with all of the laws, rules and regulations
of the U.S. and other countries, and the states, counties, cities and other
jurisdictions, in which the Company conducts its business or the laws, rules
and regulations of which are applicable to the Company.

Such legal compliance should include, without
limitation, compliance with the insider trading prohibitions applicable to
the Company and its employees, officers and directors. Generally, employees,
officers and directors who have access to or knowledge of confidential or
non-public information from or about the Company are not permitted to buy, sell
or otherwise trade in the Companys securities, whether or not they are using
or relying upon that information. This restriction extends to sharing or
tipping others about such information, especially since the individuals
receiving such

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information might utilize such information to
trade in the Companys securities. (More details can be found in the Insider
Trading Policy).

The U.S. Foreign Corrupt Practices Act
prohibits giving anything of value, directly or indirectly, to foreign
government officials or foreign political candidates in order to obtain or
retain business. It is strictly prohibited to make illegal payments to
government officials of any country. In addition, the U.S. government has a
number of laws and regulations regarding business gratuities which may be accepted
by U.S. government personnel. The promise, offer or delivery to an official or
employee of the U.S. government of a gift, favor or other gratuity in violation
of these rules would not only violate Company policy but could also be a
criminal offense. State and local governments, as well as foreign governments,
may have similar rules. General Counsel can provide guidance to you in this
area.

Any employee charged with, and/or found
guilty of, a criminal offense must inform the Director of Human Resources (no
later than five days after the conviction) who will consult with Executive
Office. Certain employees who are subject to licensing requirements may be
required to report the situation to the applicable regulator. There may be
employment consequences resulting from either criminal charges and/or being
found guilty of an offense.

This Code of Ethics and Business Conduct does
not summarize all laws, rules and regulations applicable to the Company and its
employees, officers and directors.

| |                     | 
| | ------------------- | 
| | VII. Communications

The Company strives to maintain a competitive
posture while promoting its brand identity and desired market image in the most
effective and appropriate manner possible. It is the goal of the Bank to
communicate accurate and timely information to the media in a highly ethical
manner while adhering to all applicable bank and other regulations and matters
of confidentiality.

Specific information can be found
in the Contact with Media Representatives Standards. Any questions can be referred to the
Executive Management, Chief Marketing and Corporate Planning Officer or the
Director of Corporate Communications.

| |       |                
| | ----- | ---------------
| | VIII. | Confidentiality

Employees,
officers and directors must maintain the confidentiality of Confidential
Information they possess or acquire in their capacity as employees, officers
and directors, except when disclosure is authorized by General Counsel or
required by law or judicial or regulatory proceedings. Confidential Information
includes all non-public information and information that might be harmful to
the Company or its customers, if disclosed. It also includes, without
limitation, confidential or proprietary information, including strategic plans
specific to the Company and its business operations, technical

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and financial information and shareholder,
customer and client lists, relating to the Company or its programs and
procedures, including without limitation, information received by the Company
from third parties under confidential conditions, without limiting the
foregoing, Confidential Information also includes the Companys database, forms
and form letters, form contracts, information regarding specific transactions,
financial information and estimates and long - term planning and goals specific
to the Company and its business operations. The obligation to preserve
confidential information continues even after employment with the Company ends.

| |               | 
| | ------------- | 
| | IX. Reporting

Reporting
Any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors,
managers or other appropriate personnel about observed illegal or unethical
behavior and, when in doubt, about the best course of action in a particular
situation. Employees, officers and directors who are concerned that violations
of this Code or that other illegal or unethical conduct by employees, officers
or directors of the Company have occurred or may occur should either contact
their supervisor or superiors. If they do not believe it appropriate or are not
comfortable approaching their supervisors or superiors about their concerns or
complaints, then they may contact the Director of Human Resources, the Chief
Auditor or the Executive Office. If their concerns or complaints require
confidentiality, including keeping their identity anonymous, then this
confidentiality will be protected, subject to applicable law, regulation or
legal proceedings.

Reporting
any Accounting Concerns

The Companys policy is to comply with all
applicable financial reporting and accounting regulations applicable to the
Company. If any employee, officer or director of the Company has concerns or
complaints regarding questionable accounting, internal accounting controls or
auditing matters of the Company, then he or she is encouraged to submit those
concerns or complaints (anonymously, confidentially or otherwise) to the Audit
Committee of the Board of Directors which will, subject to its duties arising
under applicable laws, regulations and legal proceedings, treat such
submissions confidentially. Such submissions may be directed to the attention
of the Chairman of the Audit Committee (see Exhibit II).

No
Retaliation

The Company will not tolerate retaliation of
any kind by or on behalf of the Company
and its employees, officers and directors against good faith reports or
complaints of violations of this Code or other illegal or unethical conduct.

| |                           | 
| | ------------------------- | 
| | X. Amendments and Waivers

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This Code may be amended or modified by the
Board of Directors and waivers may be granted by the Nominating and Governance
Committee of the Companys Board of Directors. Any waivers for directors and
executive officers must be approved by the Board of Directors and are subject
to the disclosure and other provisions of the Securities Exchange Act of 1934,
and the rules thereunder and the applicable rules of the stock exchange or
exchanges on which the companys common stock is listed or, if the Companys
common stock is not listed on a stock exchange but is listed with NASDAQ, the
NASDAQ rules.

| |                              | 
| | ---------------------------- | 
| | XI. Employee Acknowledgement

Employees will be held
accountable for their adherence to this Code of Ethics and Business Conduct.
Failure to observe its terms may result in disciplinary action, up to and
including termination of employment, and may also impact upon performance
rating and incentive pay. Violations of this Code of Ethics and Business
Conduct may also constitute violations of law and may result in civil and
criminal penalties.

| |                                                      | 
| | ---------------------------------------------------- | 
| | XII. Annual and New Hire Certification
 Requirements

All employees as a condition of employment
and all directors as a condition to serving on the Board must complete an
initial attestation of receipt of this policy as well as an annual
certification of this policy. (Exhibit III)

Additionally, all consultants, agents and
attorneys of the Company must complete an initial attestation of compliance
with the Bank Bribery Act and then annually thereafter. (Exhibit IV)

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Exhibit I

The Bank Bribery Act

In addition to the prohibitions contained in
the Companys Code of Ethics and Business Conduct, employees, officers,
directors, agents and attorneys of the Company (Company Officials) are
subject to the prohibitions contained in the Bank Bribery Amendments Act of
1985 (18 USCA 215) (the Act).

Under the Act whoever (1) corruptly gives,
offers, or promises anything of value to any person, with intent to influence
or reward a Company Official in connection with any business or transaction of
such institution; or (2) as a Company Official corruptly solicits or demands
for the benefit of any person, or corruptly accepts or agrees to accept,
anything of value from any person, intending to be influenced or rewarded in
connection with any business or transaction of the Company shall be fined not
more than $1,000,000 or three times the value of the thing given, offered,
promised, solicited, demanded, accepted, or agreed to be accepted, whichever is
greater, or imprisoned not more than 30 years, or both, but if the value of the
thing given, offered, promised, solicited, demanded, accepted, or agreed to be
accepted does not exceed $1,000, shall be fined under this title or imprisoned
not more than one year, or both.

There are, however, many instances where a
Company Official might accept something given in a manner that was not corrupt
or intended to induce a breach of trust. These include the situations described
in Section V (Integrity in the Marketplace) of the Companys Code of Ethics and
Business Conduct.

If a Company Official is offered or receives
something of value beyond that which is authorized in this Code, he or she must
disclose that fact to the Companys Director of Compliance. The Company will
conduct an investigation and prepare a written report to be maintained in the
Companys permanent files. A Suspicious Activity Report will be filed reporting
the incident or law enforcement contacted, as appropriate.

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Exhibit II

AUDIT COMMITTEE COMPLAINT
PROCEDURE

This policy sets forth the procedures that
the Audit Committee of the Company shall employ with respect to: (A) the
receipt, retention and treatment of complaints regarding improprieties in the
Companys accounting, internal accounting controls or auditing matters; and (B)
the confidential, anonymous submission by employees of the Company or any of
its direct or indirect subsidiaries, of concerns regarding questionable
accounting or auditing matters (the matters described in (A) and (B) being
hereinafter referred to as Complaints).

(1) All Complaints shall be submitted
in a memorandum to the Chairman of the Audit Committee by mailing same to Mr.
Arthur Dulik, Jr., Chairman of the Audit Committee of State Bancorp, Inc., 4
Lagoon Drive, Copiague, NY 11726 in an envelope marked Confidential or by
calling Mr. Dulik directly at 631-694-4562.

(2) The Chairman of the Audit Committee
or his or her designee (who shall be a member of the Audit Committee) will
evaluate each Complaint received by the Audit Committee within ten (10)
business days of receipt. The Chairman of the Audit Committee or his or her
designee will make a determination of whether the Complaint requires immediate
investigation, whether it can be discussed at the next regularly scheduled
meeting of the Audit Committee, or whether it does not involve the Companys
accounting, internal accounting controls or auditing practices and should be
reviewed by a party other than the Audit Committee.

(3) Each Complaint involving the
Companys accounting, internal accounting controls or auditing practices will
be discussed at a meeting of the Audit Committees full membership (which may
be via telephone) at which point the Audit Committee may elect to investigate
the Complaint in one of the following ways or in another agreed upon manner:

(a) the Audit Committee may choose to
investigate the Complaint on its own or with the assistance of the Companys
outside counsel, General Counsel and/or other experts.

(b) the Audit Committee can retain an
outside party (other than the Companys independent financial auditor) to
investigate the Complaint; or

(c) the Audit Committee can select a
responsible designee within the Company to investigate the Complaint, provided
that the identity of the complaining employee, if known, shall not be disclosed
to such designee. Under no circumstances will a party who has direct
supervisory control or who may be responsible for the action giving rise to the
Complaint be charged with its investigation.

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The
designated investigating party will be permitted unfettered reasonable access
to the company, its employees, its documents and its computer systems for
purposes of conducting the investigation. At the conclusion of its
investigation, which shall be completed no more than sixty (60) days after
referral of the Complaint (absent good cause warranting an extension), the
investigating party will be responsible for making a full report to the Audit
Committee with respect to the Complaint and to make recommendations for
corrective actions, if any, to be taken by the Company.

The
Audit Committee will then report to the full Board of Directors at its next
regularly-scheduled meeting with respect to the Complaint and any recommended
corrective actions. The Company may discipline not only those employees who
played a role in the improper conduct but also those who should have and failed
to detect the conduct. At no time, however, will there be any retaliation by
the Company against any employee for making a Complaint.

(4) The Chairman of the Audit Committee will be responsible for ensuring that
all Complaints received by the Audit Committee, together with any and all
documents pertaining to the Audit Committee (or its designees) investigation
and treatment of the Complaint, are retained for at least six years.

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(Exhibit III)Completed by Employee

Your Personal Commitment to the Companys
Code of Ethics and Business Conduct

I acknowledge that I have received and had the opportunity to read the
Companys Code of Ethics and Business Conduct and understand my obligations as
an employee or director, to comply with the principles, policies and laws
outlined in the Code. I understand that my agreement to comply with the Code of
Ethics and Business Conduct does not constitute a contract of employment.

Please print your Name and title:


________________________________________________________________________________________________


Please sign:


________________________________________________________________________________________________


Date: ________________________________________________

This signed and completed form must be returned to the Human Resources
Department within 30 days.

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(Exhibit IV)Completed by Non-Employee

Your Personal Commitment to the Bank Bribery
Act

I acknowledge that I have received and had the opportunity to read the
Bank Bribery Act and understand my obligations as a consultant, agent or
attorney of the Company, to comply with the principles, policies and laws
outlined in the Act.

Please print your Name and title


________________________________________________________________________________________________


Please sign


________________________________________________________________________________________________


Date: _____________________

This signed and
completed form must be returned to the Human Resources Department within 30
days.

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