EXHIBIT (10) j) (ii)

                               AMENDMENT NO. 1 TO
                               STATE BANCORP, INC.
                           DIRECTOR STOCK PLAN (1998)
                             AS ADOPTED MAY 23, 2000


         Effective  as of April 1, 2000,  Section 4 of the State  Bancorp,  Inc.
Director Stock Plan (1998) is deleted and the following substituted in its place
and stead:

         "Section 4.  Eligibility and Extent of Participation.

         (a) The persons  eligible to receive  awards under the Plan  ("Eligible
         Person")  shall  consist  of each  director  of the  Company  (each,  a
         "Director")  and the person then  occupying  the office of Secretary to
         the Board of Directors (the "Secretary"),  provided that any person who
         is an employee of the Company or its affiliated  companies shall not be
         an Eligible Person and further provided that any person who has, within
         one year  immediately  preceding  the  determination  of such  person's
         eligibility,  received  any award  under any plan of the Company or its
         affiliated  companies  that  entitles  participants  thereon to acquire
         stock, stock options,  or stock  appreciation  rights of the Company or
         its affiliated  companies  (other than any dividend  reinvestment  plan
         offered  to  shareholders  of the  Company  generally)  shall not be an
         Eligible  Person.  Each  holder  of an award  granted  hereunder  shall
         hereinafter be referred to as a "Participant".

         (b) On January 1, 1999 and on  January 1, 2000,  each  person who is an
         Eligible  Person  shall be  granted  an award of 100 share  credits  in
         respect of the preceding  Award Year except that if the Eligible Person
         was not a Director or the  Secretary  for all of such Award  Year,  the
         size of the award  shall be pro rated  based on the number of months in
         such Award Year during which such Eligible Person was either a Director
         or the  Secretary.  If an Eligible  Person  retires,  resigns,  dies or
         otherwise  ceases to be a Director or the Secretary prior to the end of
         the annual  meeting of  stockholders  of the  Company,  there  shall be
         granted, effective as of the first day of the month after such person's
         termination of service as a director of the Company,  an award of 8-1/3
         share  credits for each month during the Award Year such was a Director
         or the Secretary.

         (c) Effective as of January 1 of each calendar year commencing  January
         1, 2001,  each  person who is an  Eligible  Person  shall be granted an
         award of 200 share  credits  in  respect  of the  preceding  Award Year
         except that if the Eligible  Person was not a Director or the Secretary
         for all of such Award  Year,  the size of the award  shall be pro rated
         based on the  number of months in such  Award  Year  during  which such
         Eligible Person was either a Director or the Secretary.  If an Eligible
         Person retires,  resigns,  dies or otherwise ceases to be a Director or
         the Secretary prior to the end of the annual meeting of stockholders of
         the Company,  there shall be granted,  effective as of the first day of
         the month after such person's  termination  of service as a director of
         the Company, an award of 16-2/3 share credits for each month during the
         Award Year such was a Director or the Secretary.

         (d) For  purposes of this Section 4, a part of a month shall be treated
         as a month and an Award Year shall  mean the period  from  January 1 of
         each calendar year to December 31 of the same calendar year."