**EXHIBIT
10 a) (iv)**





**DEFERRED
COMPENSATION AGREEMENT**








AGREEMENT
made as of the   day of
__________, by and between STATE BANK OF LONG ISLAND (hereinafter referred to as
"the Bank") and _________________ (hereinafter referred to as "the Employee"),


W I T N E
S S E T H :





1. The
Employee will serve for the term of office to which he is elected as an officer
of the Bank, and will devote the time, attention, skill and effort reasonably
required to perform competently the duties of such position.


2. The Bank
will pay the Employee compensation in such amount as the Board of Directors of
the Bank (the "Board") may from time to time determine.


3. The Bank
will also pay the Employee deferred compensation as described in Paragraph
5.


4. (a) On
each day on which the Bank shall pay the Employee the compensation described in
paragraph "2", (excluding bonuses or other incentive compensation), the Bank
will credit to a book reserve (hereinafter referred to as the "Deferred
Compensation Account") established for this purpose, the sum of
$______.


(b) Funds
credited to the Deferred Compensation Account shall be kept in cash, co-mingled
with the assets of the Bank or invested and reinvested in mutual funds, stocks,
bonds, securities, or any other assets as may be selected by the Board in its
discretion. Funds credited to the Deferred Compensation Account shall be
credited with interest at a rate which is not less than the Bank's Prime Rate at
such time. "Prime Rate" as used in this Agreement, means the rate of interest
announced by the Bank as its prime rate as in effect on the first day of each
calendar month, which rate shall remain in effect for the subsequent calendar
month.


(c) Title
to and beneficial ownership of any assets, whether cash or investments, which
the Bank may earmark to pay the contingent deferred compensation hereunder,
shall at all times remain in the Bank, and the Employee and his designated
beneficiary shall not have any property interest whatsoever in any specific
assets of the Bank.


5. The
benefits to be paid as deferred compensation are as follows:


(a) If
the Employee ceases to be an officer of the Bank on or after having attained age
65, the Bank shall pay him in sixty (60) equal monthly installments an amount
equal to the fair market value of the assets in the Deferred Compensation
Account as of such date. Notwithstanding the foregoing, the total amount payable
to the Employee shall be increased semi-annually to reflect the net income on
the funds which remain invested in the Deferred Compensation Account. If the
Employee dies on or after his 65th birthday and before the sixty (60) equal
monthly installments are made, the unpaid balance will continue to be paid in
installments for the unexpired portion of such five (5) year period to his
designated beneficiary in the same manner as set forth above.





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(b) If
the Employee ceases to be an officer of the Bank for any reason other than death
or disability, but before having attained age 65, then the amount in the
Deferred Compensation Account shall continue to be invested or held in cash as
the Board, in its discretion, may determine and no payments shall be made until
the Employee shall have reached age 65, at which time payments shall be made in
the same manner and to the same extent as set forth in paragraph 5(a).
Notwithstanding the foregoing, if prior to reaching age 65 the Employee dies or
becomes disabled, then payments shall be made in the same manner and to the same
extent as set forth in paragraph 5(c).


(c) If
the Employee dies or is disabled before attaining age 65 and while an officer of
the Bank, then the Bank shall make sixty (60) equal monthly installments to the
Employee (if he is disabled) or to his designated beneficiary (if he is
deceased), in the same manner and to the same extent as provided in paragraph
5(a).


(d) If
both the Employee and his designated beneficiary die before sixty (60) equal
monthly installments are made by the Bank, then the remaining value of the
Deferred Compensation Account shall be determined as of the date the designated
beneficiary died and shall be paid as promptly as possible in one lump sum to
the estate of the designated beneficiary.


(e) The
beneficiary is a designated beneficiary for the purposes of this Agreement only
as designated by the Employee. The beneficiary is  . The
Employee may change his designation at any time without the consent of any prior
beneficiary. If the Employee dies and there is no designated beneficiary then
surviving, the amounts payable under paragraph 5(c) shall be payable to the
Employee's estate.


(f) For
the purposes of paragraph 5(c), the Employee will be considered disabled if, on
the basis of evidence satisfactory to the Board, the Board finds a mental or
physical impairment rendering him unable to serve as officer of the Bank and the
impairment will continue for more than one year.





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(g) The
installment payments to be made under paragraphs 5(a) and 5(c) shall commence on
January 1 of the calendar year next succeeding the year which the Employee
ceases to be an officer of the Bank. The installments payable to the Employee
under paragraph 5(b) shall commence on January 1 of the calendar year next
succeeding the calendar year in which he attains age 65.


(h)
Notwithstanding anything herein to the contrary, the Board shall have the right
in its sole discretion to vary the manner and time of making the installment
distributions provided in this paragraph and may make such distributions in lump
sums or over a shorter period of time as it may find appropriate.


6. Nothing
in this Agreement and no action taken pursuant to the provisions of this
Agreement shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Bank and the Employee, his designated
beneficiary or any other person. Any funds which may be invested under the
provisions of this Agreement shall continue for all purposes to be a part of the
general funds of the Bank and no person other than the Bank shall by virtue of
the provisions of this Agreement have any interest in such funds. To the extent
that any person acquires a right to receive payments from the Bank under this
Agreement, such right shall be no greater than the right of any unsecured
general creditor of the Bank.


7. The right
of the Employee or any other person to the payment of deferred compensation or
other benefits under this Agreement shall not be assigned, transferred, pledged
or encumbered except by will or by the laws of descent and
distribution.


8. If the
Board finds that any person to whom a payment is payable under this Agreement is
unable to care for his affairs because of illness or accident, or is a minor,
any payment due (unless a prior claim therefor shall have been made by a duly
appointed guardian, committee or other legal representative) may be paid to the
spouse, a child, a parent, or a brother or sister, or to any person deemed by
the Board to have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Board may determine. Any such
payment shall be a complete discharge of the liabilities of the Bank under this
Agreement.


9. Nothing
herein shall be construed as conferring upon the Employee the right to continue
in the employ of the Bank as an officer or in any other capacity.


10. Any
deferred compensation payable under this Agreement shall be deemed salary or
other compensation to the Employee for the purpose of computing benefits to
which he may be entitled under any pension plan or other arrangement of the Bank
for the benefit of its employees.


11. The Board
shall have full power and authority to interpret, construe and administer this
Agreement and the Board's interpretations and construction thereof, the actions
thereunder, including any valuation of Deferred Compensation Account, or the
amount or recipient of the payment to be made therefrom, shall be binding and
conclusive on all persons for all purposes. No member of the Board shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Agreement unless attributable to his
own willful misconduct or lack of good faith.





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12. This
Agreement shall be binding upon and inure to the benefit of the Bank and the
Employee and his heirs, executors, administrators and legal
representatives.


13. This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York.


14. This
Agreement may not be amended or modified, except by an agreement in writing
signed by the parties hereto.


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.





STATE
      BANK OF LONG ISLANDBY:__________________________________________________________________[EMPLOYEE]




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