****


**EXHIBIT
10 a) (iii)**





**DEFERRED
COMPENSATION AGREEMENT**





**AGREEMENT** made
this ____ day of ______________, 20___, by and between STATE BANK OF LONG ISLAND
(hereinafter referred to as "the Bank") and ______________________ ____________________________
(hereinafter referred to as "the Director"),





**W
I T N E S S E T H :**





l. The
Director will serve for the term of office to which he or she is elected as a
member of the Board of Directors of the Bank (hereinafter referred to as "the
Board"), 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 Director compensation for services as such director in such amount
as the Board may from time to time determine, reduced by the amounts credited to
the Director's Deferred Compensation Account (hereinafter defined) pursuant to
paragraph "4".


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


4. (a) The
Bank will credit to a book reserve (hereinafter referred to as the "Deferred
Compensation Account") established for this purpose, on the last day of each
calendar month up to and including the last calendar month in which the Director
has served as a member of the Board, a sum equal to the amount of the following:





INSTRUCTION:
Insert an "X" on the line next to each fee to be deferred.





___
    Annual
      Retainer___
    Fees
      for service as Chair of the following committees:


__________________
    ______________________
 
 Fees
      for attendance of the Director at meetings of the following during any
      calendar month


___
    Board
      of Directors___
    ___________________
      Committee
    ___________________
      Committee___
    ___________________Committee
    ___________________Committee





(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.





1





(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 Director and his or
her 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 Director ceases to be a member of the Board on or after having attained
age _____, the Bank shall pay him or her in sixty (60) 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 Director shall be increased or decreased, as the case may be,
semi-annually to reflect the net income on the funds which remain invested in
the Deferred Compensation Account. If the Director dies on or after his or her
_____ th birthday and before the sixty (60) monthly payments are made, the
unpaid balance will continue to be paid in installments for the unexpired
portion of such five (5) year period to his or her designated beneficiary in the
same manner as set forth above.


(b)
If the Director ceases to be a member of the Board for any reason other than
death or disability, but before having attained age _____, 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 Director shall have reached age _____, 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 ______ the Director 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 Director dies or is disabled before attaining age _____ and while a
member of the Board, then the Bank shall make sixty (60) monthly payments to the
Director (if he or she is disabled) or to his or her designated beneficiary (if
he or she is deceased), in the same manner and to the same extent as provided in
paragraph 5(a).


(d) If both the Director and his or her designated beneficiary die before sixty
(60) monthly payments 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 Director. The beneficiary
is______________________________, wife of the Director. The Director may change
his or her designation at any time without the consent of any prior beneficiary.
If the Director dies and there is no designated beneficiary then surviving, the
amounts payable under paragraph 5(c) shall be payable to the Director's
estate.





2





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


(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
Director ceases to be a member of the Board. The installments payable to the
Director under paragraph 5(b) shall commence on January 1 of the calendar year
next succeeding the calendar year in which he or she attains age
________.


(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, provided,
however, installment distributions shall not be made in lesser amounts or over a
longer period of time than provided in this paragraph “5”.


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 Director, his or her 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 Director
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 or her 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.





3





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


l0. Any deferred compensation
payable under this Agreement shall not be deemed salary or other compensation to
the Director for the purpose of computing benefits to which he or she may be
entitled under any pension plan or other arrangement of the Bank for the benefit
of its employees.


l1. 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 or her own willful misconduct or lack of good
faith.


l2. This Agreement shall be
binding upon and inure to the benefit of the Bank and the Director and his or
her heirs, executors, administrators and legal
representatives.


l3. 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 the day and year first above
written.








STATE
      BANK OF LONG ISLANDBY:_________________________________________________________________,
      Director





4