EXHIBIT 10.31 Officers Deferred Compensation
Plan of State Bancorp, Inc.

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|Officers Deferred Compensation Plan
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|                                     | State Bancorp, Inc. | 
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Adopted on January 29, 2008Effective as of December 31, 2007

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Officers Deferred Compensation Plan

of

State Bancorp, Inc.

Article I

Definitions

The
following definitions shall apply for the purposes of this Plan unless a
different meaning is clearly indicated by the context:

Section
1.1 Acceleration Event means,
with respect to a Participant, any of the events described in section 6.1 on
the basis of which the Administrator may permit acceleration of the payment of
the balance credited to the Participants Memorandum Account.

Section 1.2 Administrator means
any person, committee, corporation or organization appointed by the Committee
to perform the responsibilities assigned to the Administrator hereunder. If no
designation is made the Committee will serve as the Administrator.

Section
1.3 Applicable Limitation means any of the
following: (a) the limitation on annual compensation that may be recognized
under a tax-qualified plan for benefit computation purposes pursuant to section
401(a)(17) of the Code; (b) the maximum limitation on annual additions to a
tax-qualified defined contribution plan pursuant to section 415(c) of the Code
and any other limitations under section 415 of the Code; (c) the maximum
limitation on annual elective deferrals to a qualified cash or deferred
arrangement pursuant to section 402(g) of the Code; (d) the annual limitation
on elective deferrals under a qualified cash or deferred arrangement by highly
compensated employees pursuant to section 401(k) of the Code; and (e) the
annual limitation on voluntary employee contributions by, and employer matching
contributions for, highly compensated employees pursuant to section 401(m) of
the Code.

Section
1.4 Beneficiary means the person or persons
designated by a Participant under section 6.3 of the Plan.

Section
1.5 Board means the Board of Directors of
the Company.

Section 1.6 Code means
the Internal Revenue Code of 1986 (including the corresponding provisions of
any succeeding law).

Section
1.7 Company means State Bancorp, Inc. or
any successor thereto.

Section
1.8 Change in Control Event means,
with respect to a Participant: (a) a change in ownership of the Participants
Service Recipient; (b) a change in effective control of the Participants Service
Recipient; or (c) a change in the ownership of a substantial portion of the
assets of the Participants Service Recipient. The existence of a Change in
Control Event

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shall be determined by the Administrator in accordance with section
409A of the Code and the regulations thereunder.

Section
1.9 Cash Compensation means the monetary
compensation payable to an Officer for service as an employee of a
Participating Company, including salary, bonus and incentive compensation.

Section 1.10 Committee means
the Compensation Committee of the Board.

Section 1.11 Compensation means,
during any period, the compensation payable to an Officer by any Participating
Company that is reportable to the Internal Revenue Service as compensation for
such period on Form W-2 or 1099 in the absence of an election to defer receipt
thereof under the terms of this Plan. Compensation shall include Cash
Compensation, and Equity Compensation. Compensation shall not include amounts
that become payable under this Plan.

Section 1.12 Disability means,
with respect to a Participant, any medically determinable physical or mental
impairment which can be expected to result in death or to last for a continuous
period of at least twelve (12) months and as a result of which either: (a) the
Participant is unable to engage in any substantial gainful activity; or (b) the
Participant has been receiving income replacement benefits for a period of at
least three (3) months under an accident and health plan covering employees of
the Participants employer; or (c) any condition as a result of which such
Participant is determined to be totally disabled by the Social Security
Administration or Railroad Retirement Board. The existence of a Disability
shall be determined by the Administrator in accordance with section 409A and
the regulations thereunder.

Section
1.13 Effective Date means December 31,
2007.

Section 1.14 Equity Compensation means,
with respect to any Participant, that portion of the Participants
compensation, for service as an employee of a Participating Company that is
paid to him in Shares or the amount of which is based upon the value of a
Share. In no event shall Compensation include any amount of compensation
attributable to the grant or exercise of a stock option or stock appreciation
right.

Section 1.15 ESOP means
the State Bancorp, Inc. Employee Stock Ownership Plan.

Section 1.16 Fair Market Value means,
with respect to a Share on a specified date:

| |                                                                                                                                                                                                                                                                                                                                                                                                                              | 
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| | (a)
 the final reported sales price for a Share on the date in question (or if
 there is no reported sale on such date, on the last preceding date on which
 any reported sale occurred) as reported in the principal consolidated
 reporting system with respect to securities listed or admitted to trading on
 the principal United States securities exchange on which the Shares are
 listed or admitted to trading; or
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| | (b)
 if the Shares are not listed or admitted to trading on any such exchange, the
 closing bid quotation with respect to a Share on such date on the National
 Association of Securities Dealers Automated Quotations System, or, if                                                                                                                                                                                       

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| |                                                                                                                            | 
| | -------------------------------------------------------------------------------------------------------------------------- | 
| | no such
 quotation is provided, on another similar system, selected by the Committee,
 then in use; or                    
| |                                                                                                                            | 
| | (c)
 if sections 1.16(a) and (b) are not applicable, the fair market value of a
 Share as the Administrator may determine.

Section 1.17 Investment Benchmark means
a hypothetical investment classification in which a Participants Memorandum
Account shall be deemed to be invested for purposes of crediting or charging
earnings, losses, appreciation or depreciation in accordance with section 4.2.

Section 1.18 Memorandum Account means,
with respect to a Participant, a bookkeeping account maintained by the Company
to which is credited the amount of the Participants deferred Compensation and
SERP Credits, together with any earnings and appreciation thereon, and against
which are charged any losses, depreciation or distributions thereof, pursuant
to Article IV.

Section 1.19 Memorandum Subaccount means,
with respect to a Participant, a portion of the Participants Memorandum
Account that is separately accounted for by the Company due to the application
of unique provisions relating to the applicable distribution schedule or
Investment Benchmark(s).

Section
1.20 Officer means an officer of a
Participating Company whose compensation is reportable in whole or in part on
Form W-2 not an officer or employee of any Participating Company; provided
however,that no person whose participation in the Plan would cause
the Plan to be subject to be subject to the vesting, funding, and/or minimum
participation requirements of the Employee Retirement Income Security Act of
1974, as amended, shall be regarded as an Officer under the Plan.

Section 1.21 Participant
means an Officer or former Officer who has a Memorandum Account under the Plan.

Section 1.22 Participating Company
 means the Company, State Bank of Long Island and any other company which, with
the prior approval of the Board, may adopt this Plan.

Section 1.23 Phantom Share means
a unit of value that, at any relevant date, corresponds to the Fair Market
Value of a Share.

Section 1.24 Plan
 means the Officers Deferred Compensation Plan of State Bancorp, Inc.

Section 1.25 Schedule A
 means a schedule attached hereto, and updated pursuant to section 3.1, which
lists the names of the Participants who are selected by the Committee to
receive benefits under Article III.

Section
1.26 SERP Subaccount means the Memorandum
Subaccount described in section 4.1(d).

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Section
1.27 SERP Credits means the credits to a
SERP Subaccount provided for under Article III.

Section
1.28 Share means a share of Common Stock,
par value Five Dollars ($5) per share, of State Bancorp, Inc. In the event of any business consolidation,
exchange or conversion, recapitalization, reclassification or other event
pursuant to which Shares are exchanged for or converted into other securities
or property any reference to Shares will be deemed to be a reference to such
other securities or property.

Section
1.29 Service Recipient means with respect
to a Participant on any date: (a) the
corporation for which the Participant is performing services on such date; (b)
all corporations that are liable to the Participant for the benefits due to him
under the Plan; (c) a corporation that is a majority shareholder of a
corporation described in section 1.29(a) or (b); or (d) any corporation in a
chain of corporations each of which is a majority shareholder of another
corporation in the chain, ending in a corporation described in section 1.29 (a)
or (b).

Section
1.30 Termination of Service means cessation
of all services to all Service Recipients in all capacities other than as a
director of such Service Recipients board of directors. The occurrence of a Termination of Service
shall be determined by the Administrator in accordance with section 409A of the
Code and the regulations thereunder.

Section
1.31 Unforeseeable Emergency means, with
respect to a Participant, a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participants
spouse, beneficiary or dependent (within the meaning of section 152 of the
Code, without regard to sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code),
loss of the Participants property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant.
The existence of an Unforeseeable Emergency shall be determined by the
Administrator in accordance with section 409A of the Code and the regulations
thereunder.

Section
1.32 401(k) Plan means the State Bank of
Long Island 401(k) Retirement Plan and Trust.

Article II

Participation

Section
2.1 Election to Participate.

Any
Officer may elect to become a Participant in the Plan by submitting to the
Administrator a written election, on a form prescribed by the Administrator, to
defer the receipt of all or any portion of his Compensation; provided,
however, that no Officer shall be permitted to defer receipt of
Compensation that is required to be withheld and remitted to any federal, state
or local taxing authority pursuant to any requirement for the collection of tax
at the source or that is required to fund any contribution or premium payment
or co-payment required of the Officer as a condition of participation in any
benefit plan maintained by the Company or any other

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Participating Company at the time the election is made; provided,
further, that only the Participants who are listed in Schedule A are
eligible to receive the benefits under Article III. A Officer who elects to become a Participant may make separate
deferral elections with respect to Cash Compensation and Equity
Compensation. The Administrator may
deny participation to any Officer whose initial election to become a
Participant does not contemplate the deferral of a minimum of $2,000 on an
annualized basis.

Section
2.2 Election to Defer Cash Compensation.

An
election to defer Cash Compensation shall specify the amount or percentage of
each payment of Cash Compensation to be deferred, shall be made on or before
the last day of any calendar year and shall be effective for the calendar year
following the calendar year in which such election is made and all subsequent
calendar years unless status as a Officer ceases or a change in the rate of
deferral is elected pursuant to section 2.4; provided, however, that an
initial election to defer Cash Compensation made by a Officer and filed with
the Administrator during the thirty (30) day period immediately following the
date the Officer first becomes eligible to participate in the Plan shall take
effect with the first payment of Cash Compensation that relates to a period of
service that begins after such election is made, or such later date as the
Officer shall specify in his election; and provided, further,that an election to
defer Cash Compensation that constitutes performance based compensation within
the meaning of section 409A of the Code and the regulations thereunder may be
made at any time that is more than six months prior to the last day of the applicable performance measurement period.

Section
2.3 Election to Defer Equity Compensation.

An
election to defer Equity Compensation
shall specify the number of shares or percentage of each payment of Equity
Compensation that is to be deferred, shall be made on or before the first day
of the calendar year in which such Equity Compensation will be paid and prior
to the first day of the period of service for which such Equity Compensation is
earned, and shall be effective for all subsequent calendar years and service
periods, unless status as a Officer ceases or a change in the rate of deferral
is elected pursuant to section 2.4; provided, however, that an initial
election to defer Equity Compensation made by a Officer and filed with the
Administrator during the thirty (30) day period immediately following the date
the Officer first becomes eligible to participate in the Plan shall take effect
with the first payment of Equity Compensation that relates to a period of
service that begins after such election is made, or such later date as the
Officer shall specify in his election.
Acceptance of an election to defer Equity Compensation shall not be held
or construed as a guarantee that any conditions precedent to the payment
thereof (including but not limited to continued employment) will be met or the
amount to be deferred will in fact be earned.

Section
2.4 Changes in Participation.

(a)
An election by a Participant pursuant to section 2.2 shall continue in effect
until termination of status as a Participant; provided, however, that the
Participant may, by written election filed with the Administrator, increase or
decrease the portion of his Cash Compensation to be deferred, or discontinue
such deferral altogether. Such election
shall be effective with respect to Cash Compensation payable for services
rendered after the end of the

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calendar year in which such election is filed with the Administrator; provided,
however, that if an election provides for the decrease or
discontinuance of the Participants deferral of Cash Compensation and is made
on account of Disability or an Unforeseeable Emergency or an Acceleration
Event, such election shall, to the extent permitted under section 409A of the
Code, be effective with respect to Cash Compensation payable after the filing
of such election.

(b)
An election by a Participant pursuant to section 2.3 shall continue in effect
until termination of status as a Participant; provided, however, that the
Participant may, by written election filed with the Administrator, increase or
decrease the portion of his Equity Compensation to be deferred, or discontinue
such deferral altogether. Such election
shall be effective with respect to Equity Compensation payable after the
calendar year in which, and on account of a period of service that begins
after, such election is filed with the Administrator; provided, however, that if
an election provides for the decrease or discontinuance of the Participants
deferral of Equity Compensation and is made on account of Disability or an
Unforeseeable Emergency or an Acceleration Event, such election shall, to the
extent permitted by section 409A and the regulations thereunder, be effective
with respect to Equity Compensation, payable after the filing of such election.

(c)
In the event that a Participant ceases to be an Officer or in the event that an
Officer ceases to defer receipt of his Compensation, the balance in his
Memorandum Account shall continue to be adjusted in accordance with Article
III. An Officer who has filed a written
election to cease deferring receipt of any portion of his Compensation may
thereafter again file an election to defer receipt of his Compensation in the
manner described in sections 2.2 through 2.4.

Article III

Supplemental Employee Retirement Plan
(SERP)

Section
3.1 Eligibility.

Participants
who are listed in Schedule A are eligible to receive the SERP Benefits under
sections 3.2 and/or 3.3. The Committee
shall, in its sole and absolute discretion, select the Participants who are
eligible for each calendar year on or before the last day of the preceding
calendar year by naming them in Schedule A and specifying the effective date of
their participation. Once granted by
the Committee, participation in the Plan for purposes of SERP Credits under
this Article III shall continue until the earliest of (a) withdrawal by the
Committee of its grant of participation, (b) termination of the Participants
employment with the Company and all Participating Companies, or (c) suspension
or termination of the Plan or this Article III.

Section
3.2 ESOP SERP Credits.

In
the case of each Participant, the Company will credit to a SERP Subaccount, on
or before the last day of each calendar year in which such Participant: (i) has been employed by a Participating
Company; (ii) has been a participant in the ESOP; and (iii) is eligible under
section 3.1, an amount equal to the difference, if any, between: (iv) the amount which would

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have been contributed to the ESOP as an employer contribution for such
Participant pursuant to its respective terms, conditions and employer
contribution limits in the absence of any Applicable Limitations; and (v) the
actual amount contributed.

Section
3.3 401(k) SERP Credits.

In
the case of each Participant, the Company will credit to a SERP Subaccount, on
or before the last day of each calendar year in which such Participant: (i) has been employed by a Participating
Company; (ii) has been a participant in the 401(k) Plan; and (iii) is eligible
under section 3.1, an amount equal to the difference, if any, between: (iv) the amount which would have been
contributed to the 401(k) as an employer matching or profit sharing
contribution for such Participant pursuant to its respective terms, conditions
and employer contribution limits in the absence of any Applicable Limitations;
and (v) the actual amount contributed.

Article IV

Accounting For Deferred Amounts

Section
4.1 In General.

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|The
 Administrator shall maintain a separate Memorandum Account for each
 Participant and may establish within such Memorandum Account two (2) or more
 Memorandum Subaccounts as may be necessary or appropriate to properly
 administer the Plan, including, but not limited to:
|                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                   | (a) a
 separate Memorandum Subaccount for each portion of a Participants Memorandum
 Account to which a unique distribution schedule is applicable;                                                                                                                                                          
|                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                   | (b) a
 separate Memorandum Subaccount for that portion of a Participants Memorandum
 Account that is attributable to Equity Compensation that has been deferred;                                                                                                                                             
|                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                   | (c) a
 separate Memorandum Subaccount for that portion of a Participants Memorandum
 Account that is required to be adjusted for earnings and losses on the basis
 of an Investment Benchmark that is different from the Investment Benchmark(s)
 applicable to other portions of the Memorandum Account; and
|                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                   | (d) a
 separate Memorandum Subaccount for that portion of a Participants Memorandum
 Account that is attributable to SERP Credits under Article III.                                                                                                                                                         
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|Credits, charges, and other adjustments to each Participants
 Memorandum Account and any Memorandum Subaccounts shall be made in accordance
 with this Article IV. Neither the
 Company nor any Participating Company shall fund its liability for the
 balances credited to a   

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Memorandum Account or Memorandum Subaccount, but each shall reflect its
liability for such balances on its books.

Section
4.2 Adjustments to Memorandum Accounts.

(a)
Each Participants Memorandum Account and applicable Memorandum Subaccount(s)
shall be credited with amounts of Compensation deferred by the Participant as
of the date on which such Compensation would have been paid to the Participant
in the absence of a deferral election and SERP Credits, if any, under Article
III. For purposes of this section
4.2(a), Equity Compensation consisting of Shares or other property which would
be taxable for federal income tax purposes pursuant to section 83 of the Code
that is being deferred shall be credited as of the date on which such Shares or
other property become vested or, if earlier, the date on which such Shares or
other property are contractually required to be transferred to the Participant,
as determined by the Administrator, whose determination shall be conclusive and
binding in the absence of manifest error.

(b)
Each Participants Memorandum Account shall be adjusted to reflect the amount
of earnings, losses, appreciation or depreciation, as appropriate that would
result if the balances credited to the Participants Memorandum Account, were
actually invested in Investment Benchmarks according to the following
guidelines:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| | (i)
 That portion of a Participants Memorandum Account that is attributable to
 the deferral of Equity Compensation shall be deemed to be invested in Phantom
 Shares for so long as the Administrator may require.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (ii)
 Any portion of the Participants Memorandum Account that is not subject to
 section 4.2(b)(i) shall be deemed to be invested in such Investment
 Benchmarks as the Participant, by notice given in such form and manner and
 subject to such terms, conditions and procedures as the Administrator may
 prescribe, shall designate from time to time. If one of the Investment Benchmarks is Phantom Shares, such
 terms, conditions and procedures shall be designed to prevent the occurrence
 of non-exempt short-swing transactions described in section 16 of the Securities
 Exchange Act of 1934, as amended, to assure compliance with the Companys
 securities trading policy and applicable federal and state securities laws,
 and unless otherwise determined by the Administrator, to permit the Company
 to account for its liability with respect to such portion of the Memorandum
 Account on the basis of EITF 94-6 or corresponding guidance in subsequent
 accounting standards.

(c)
The Memorandum Account established for each Participant shall be adjusted from
time to time, but in no event less frequently than quarterly, to reflect:

| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | (i)
 credits of deferred Compensation and SERP Credits;                                                           
| |                                                                                                                   
| | (ii)
 credits reflecting income, dividends and appreciation attributable to the
 applicable Investment Benchmarks;

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|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------
|                                                                                                                                                                               | (iii)
 charges for losses or depreciation attributable to the applicable Investment
 Benchmarks; and
|                                                                                                                                                                               |                                                                                                     
|                                                                                                                                                                               | (iv)
 charges for payments to the Participant or his Beneficiary.                                   
|                                                                                                                                                                               |                                                                                                     
|Except to the extent otherwise provided by the Administrator, all
 such adjustments in respect of activity during a quarter shall be made as of
 the last day of each quarter.

Section
4.3 Vesting.

Subject
to section 6.3, all amounts credited to a Participants Memorandum Account
shall be 100% vested at all times.

Article V

Trust

Section
5.1 Establishment of Trust.

The
Company may establish a trust fund which may be used to accumulate funds to
satisfy benefit liabilities to Participants, former Participants and their
Beneficiaries under the Plan; provided, however, that the assets of such
trust shall be subject to the claims of the creditors of the Company in the
event that it is determined that the Company is insolvent; and provided,
further, that the trust agreement shall contain such terms, conditions and
provisions as shall be necessary to cause the Company to be considered the
owner of the trust fund for federal, state and local income tax purposes with
respect to all amounts contributed to the trust fund or any income attributable
to the investments of the trust fund.
The Company shall pay all costs and expenses incurred in establishing
and maintaining such trust. Any
payments made to a Participant, former Participant or Beneficiary from a trust
established under this section 5.1 shall offset payments which would otherwise
be payable by the Company in the absence of the establishment of such
trust. Any such trust will conform to
the terms of the model trust prescribed by Revenue Procedure 92-64, as the same
may be modified from time to time.

Section
5.2 Contributions to Trust; Investments.

If
a trust is established in accordance with section 5.1, each Participating Company
shall make contributions to such trust in such amounts and at such times as may
be specified by the Committee or required pursuant to the terms of any trust
agreement between the Company and the trustee that has been authorized by the
Committee.

Section
5.3 Unfunded Character of Plan.

Notwithstanding
the establishment of a trust pursuant to section 5.1, the Plan shall be
unfunded. Any liability of the Company
or another Participating Company to any person with respect to benefits payable
under the Plan shall be based solely upon such contractual obligations, if any,
as shall be created by the Plan, and shall give rise only to a claim against
the general assets of the Company or such Participating Company. No such liability shall be deemed

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to be secured by any pledge or any other encumbrance on any specific
property of the Company or a Participating Company.

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|Article VI    
|              
|Life Insurance

Section
6.1 Authority to Purchase Life Insurance.

To
assist it in meeting its financial obligations under the Plan, the Company may
purchase and hold, or may cause the trustee of a trust described in Article V
to purchase and hold, insurance on the life or lives of such Participant or
Participants in such amounts as the Committee may determine. By electing to
defer Compensation under the Plan, a Participant shall be deemed to have
authorized and consented to such purchase.

Section
6.2 Cooperation to Effect Purchases.

Each
Participant shall take such actions (including but not limited to submitting to
such physical examinations, providing such medical information and executing
such applications, consents to the purchase of insurance and other documents
and instruments) as the Administrator may reasonably request to facilitate the
purchase of insurance authorized by the Committee. Any person who fails or
refuses to cooperate in the purchase of such insurance may, in the discretion
of the Committee, be denied the right of future participation in the Plan, such
denial to be effected in a manner that complies with the requirements of
section 409A of the Code. No person shall be denied eligibility to participate
in the Plan solely because he is deemed uninsurable by the carrier or carriers
designated by the Committee.

Section
6.3 Ownership of Policies.

The
Company (or, if applicable, a trust described Article VI) shall be the legal
owner of any life insurance policies purchased under the Plan and shall have
and enjoy all of the incidents of ownership, including, but not limited to, the
right to cancel, surrender, extend or assign the policy in whole or in part,
the right to exercise borrowing privileges against the cash value of the
policy, the right designate the beneficiary of any death benefit proceeds that
may become payable thereunder, the right to receive policy dividends, the right
exercise voting rights with respect to all matters on which the holder of the
policy may vote, and, in the case of a mutual insurance company, the right to
participate in and receive and hold any proceeds distributed in relation to the
policy in connection with any demutualization transaction. In no event shall
the Participant, his Beneficiary or his heirs, successors or assigns have any
rights in, to or under any such policy, including but not limited to the right
to receive any portion of any death benefit proceeds that may be payable upon
the death of the Participant. In the event that the Participant, his designated
Beneficiary or any of his heirs, successors or assigns attempts to challenge
the rights of the Company (or, if applicable, a trust described Article VI),
then, in addition to any other rights and remedies that may be available, any
balance credited to the Participants Memorandum Account that is then unpaid
shall be forfeited.

Section
6.4 Effect of Termination of Participation.

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Neither
the cessation of a Participants performance of services for the Company or any
Participating Employer, nor the cessation of a Participants deferrals of
Compensation under the Plan, nor the complete distribution of the balance
credited to the Participants Memorandum Account shall have any effect on the
authority of the Company (or, if applicable, a trust described Article V) to
continue any life insurance policy then in effect on the life of such
Participants for such future period as the Committee may determine, including
but limited to the period extending through the date of the Participants death.

|             
|-------------
|Article VII  
|             
|Distributions

Section 7.1 Early Distributions.

(a)
In the event that a Participant has suffered an Unforeseeable Emergency, the
Administrator may, in its sole discretion and to the extent permitted under
section 409A of the Code, allow such Participant to obtain a lump sum
withdrawal of an amount credited to his Memorandum Account that does not exceed
the amount necessary to alleviate the Unforeseeable Emergency.

(b)
In the event of a Participants Disability, the Administrator may, in its sole
discretion and to the extent permitted under section 409A of the Code, allow
the Participant to obtain a lump sum withdrawal of the entire balance credited
to his Memorandum Account.

(c)
To the extent required to comply with the terms of a domestic relations order
(within the meaning of section 414(p) of the Code) directed to and served upon
the Plan, the Administrator may direct the payment of all or any portion of the
balance credited to a Participants Memorandum Account at any time or in
accordance with any payment schedule set forth in said order.

(d)
To the extent necessary to effect compliance with a certificate of divestiture
(within the meaning of section 1043(b)(2) of the Code), the Administrator may
permit the distribution of all or a portion of the balance credited to a
Participants Memorandum Account earlier than the times determined under
section 7.2

(e)
Unless otherwise provided in an election that complies with section 7.2(a) or
(b), the entire balance credited to a Participants Memorandum Account shall be
paid in a single lump sum upon the occurrence, after December 31, 2008, of a
Change in Control Event.

Section
7.2 Scheduled Distributions to Participants.

(a)
Upon a Participants Termination of Service and in the event that such
Participant has not made an election for payment of deferred balances, an
amount equal to the balance credited to such Participants Memorandum Account
shall be paid to the Participant in a single payment on the first day of the
calendar year after the calendar year in which such Termination of Service
occurs; provided,
however, that if a Participant so elects in his initial election to
participate or in any subsequent deferral election, payment of balances
attributable to amounts deferred pursuant to such election may be made:

12

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) in a single payment as of some other date (not earlier than the first day
 of the calendar year following the calendar year that includes the third
 anniversary of the effective date of the election) specified by the
 Participant in his election; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (ii) in monthly, quarterly or annual installments over such number of years
 (not to exceed fifteen (15)) and payable beginning on such date (not earlier
 than the first day of the calendar year following the calendar year that
 includes the third anniversary of the effective date of the election)
 specified by the Participant in his election. In the event that payment is to
 be made in installments, each installment shall be equal to the balance
 credited to the Participants Memorandum Account (or, if applicable,
 Memorandum Subaccount) as of the last day of the quarter ending immediately
 prior to the date on which payment is to be made, divided by the number of
 installment payments remaining to be paid (including the payment then being
 computed). Any portion of the balance credited to the Participants
 Memorandum Account that has not been paid shall continue to be adjusted
 pursuant to Article V, in accordance with the Investment Benchmarks in which
 the Participants Memorandum Account is deemed to be invested, until a
 distribution with respect to such amount has been made.

(b)
Notwithstanding section 7.2(a), each Participant may, by written election given
in such form and manner as the Administrator may prescribe, elect to change the
time and manner of distribution of the balance credited to any Memorandum
Subaccount; provided,
however, that:

| |                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) any such election shall not take effect until twelve (12) months after it
 is received by the Administrator; and                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                         
| | (ii) in the case of an election to defer a payment to be made on account of
 an event other than the Participants death, Disability or Unforeseeable
 Emergency, the first payment made under such election shall not occur until
 at least five (5) years later than such payment would otherwise have been made;
 and
| |                                                                                                                                                                                                                                                                                                                         
| | (iii) in the case of an election to defer a payment to be made at a specified
 time or pursuant to a specified payment schedule, such election shall be made
 at least twelve (12) months prior to the date of the first payment scheduled
 to be made.                                                                 

Any such election shall conform to the requirements of section 409A of
the Code and the regulations thereunder.

(c)
Distributions shall be made on the date the Participant becomes entitled to
payment pursuant to this section 7.2. Distributions of balances deemed to be
invested in Phantom Shares shall, unless the Administrator determines
otherwise, be made in whole Shares (with cash paid in lieu of fractional
Shares); and all other distributions shall be made in cash unless the
Administrator, in its sole and absolute discretion, permits other forms of
distribution.

13

---



Section
7.3 Distributions to Beneficiaries.

(a)
A Participant may designate a Beneficiary or Beneficiaries by filing a written
notice with the Administrator prior to the Participants death, in such form
and manner as the Administrator may prescribe. A Participant who has designated
a Beneficiary or Beneficiaries may change or revoke such designation prior to the
Participants death by means of a similar written instrument.

(b)
In the event that a Participant dies before receiving payment of his entire
Memorandum Account, payment of the value of the deceased Participants
Memorandum Account shall be made in a lump sum to his Beneficiary or
Beneficiaries ninety (90) days after the Participants death. If no Beneficiary
shall have been designated or if any such designation shall be ineffective, or
in the event that no designated Beneficiary survives the Participant, payment
of the value of the Participants Memorandum Account shall be made to the
Participants personal representative, or if no personal representative is
appointed within ninety (90) days after the Participants death or such longer period
as the Administrator deems reasonable in its discretion exercised in a manner
that conforms to section 409A of the Code, to his surviving spouse, or if he
has no surviving spouse, to his then living descendants, per stirpes, in the
same manner and at the same time as the Participants Memorandum Account would
have been paid to a Beneficiary. If any Participant and any one or more of his
designated Beneficiary(ies) shall die in circumstances that leave substantial
doubt as to who shall have been the first to die, the Participant shall be
deemed to have survived the deceased Beneficiary(ies). The presence of
substantial doubt for such purposes shall be determined by the Administrator in
its sole and absolute discretion.

Section
7.4 Mandatory Cashout of Small Balances.

Notwithstanding
anything in the Plan to the contrary, except as provided in section 7.5, if, as
of December 31 of any calendar year following a Participants termination of
service with all Participating Companies, the balance credited to his
Memorandum Account is $10,000 or less, the entire balance credited to his
Memorandum Account shall be distributed in a single lump sum payment as soon as
practicable during the immediately following calendar year.

Section
7.5 Restrictions on Payments to Specified Employees.

Notwithstanding anything in the Plan to the contrary, to the extent
required under section 409A of the Code: (a) no payment to be made to a
specified employee (within the meaning of section 409A of the Code) on account
of his Termination of Service shall be made sooner than, and shall be deferred
to, six (6) months after such Termination of Service; and (b) no such payment
shall be accelerated to a date that is sooner than six (6) months after Termination
of Service on account of Disability, Unforeseeable Emergency or a Change in
Control Event that occurs after Termination of Service; provided, however, that this
section 7.5 shall only be effective if at the time of such Termination of
Service the Company is a corporation any stock in which is publicly traded on
an established securities market or otherwise (within the meaning of section
409A(a)(2)(B)(i) of the Code).

Section
7.6One-Time
Election During 2007 and 2008

14

---



(a)
Notwithstanding anything in the Plan to the contrary, a Participant may, at any
time prior to January 1, 2008, elect a new time and form of payment for the
balance credited to his Memorandum Account as of December 31, 2007; provided,
however, that the payment (or the first payment in a series of
payments) (a) shall be made no earlier than January 1, 2008 and (b) shall be
made in a single lump sum or by monthly, quarterly or annual installments for a
period not to exceed fifteen (15) years. Such an election shall be made in the
form and manner to be determined by the Administrator.

(b)
Notwithstanding anything in the Plan to the contrary, a Participant may, at any
time prior to January 1, 2009, elect a new time and form of payment for the
balance credited to his Memorandum Account as of December 31, 2008; provided,
however, that the payment (or the first payment in a series of
payments) (a) shall be made no earlier than January 1, 2009 and (b) shall be
made in a single lump sum or by monthly, quarterly or annual installments for a
period not to exceed fifteen (15) years. Such an election shall be made in the
form and manner to be determined by the Administrator.

|              
|--------------
|Article VIII  
|              
|Administration

Section 8.1 Administrator.

The
Administrator shall, subject to the responsibilities of the Committee and the
Board, have the responsibility for the day-to-day control, management,
operation and administration of the Plan. The Administrator shall have the
following responsibilities:

| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) to
 maintain records necessary or appropriate for the administration of the Plan;                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) to
 give and receive such instructions, notices, information, materials, reports
 and certifications as may be necessary or appropriate in the administration
 of the Plan;                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) to
 prescribe forms and make rules and regulations consistent with the terms of
 the Plan and with the interpretations and other actions of the Committee;                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) to require
 such proof or evidence of any matter from any person as may be necessary or
 appropriate in the administration of the Plan;                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e) to determine any question arising in
 connection with the Plan, including any question of Plan interpretation, and
 the Administrators decision or action in respect thereof shall be final and
 conclusive and binding upon all persons having an interest under the Plan;
 provided however, that any question relating to inconsistency or omission in
 the Plan, or interpretation of the

15

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | provisions of the Plan, shall be referred to the Committee by the
 Administrator and the decision of the Committee in respect thereof shall be
 final;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f) to
 review and dispose of claims under the Plan filed pursuant to section 8.3 and
 appeals of claims decisions pursuant to section 8.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g) if
 the Administrator shall determine that by reason of illness, senility,
 insanity, or for any other reason, it is undesirable to make any payment to
 the person entitled thereto, to direct the application of any amount so
 payable to the use or benefit of such person in any manner that the
 Administrator may deem advisable or to direct in the Administrators
 discretion, exercised in a manner that conforms to section 409A of the Code,
 the withholding of any payment under the Plan due to any person under legal
 disability until a representative competent to receive such payment in his
 behalf shall be appointed pursuant to law;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) to
 discharge such other responsibilities or follow such directions as may be
 assigned or given by Committee or the Board; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) to
 perform any duty or take any action which is allocated to the Administrator
 under the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

The Administrator shall have the power and authority necessary or
appropriate to carry out his responsibilities. The Administrator may resign
only be giving at least thirty (30) days prior written notice of resignation to
the Committee, and such resignation shall be effective on the date specified in
such notice.

Section
8.2 Committee Responsibilities.

The
Committee shall, subject to the responsibilities of the Board, have the
following responsibilities:

| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) to
 review the performance of the Administrator;                                                                                                        
| |                                                                                                                                                             
| | (b) to
 hear and decide appeals, pursuant to the claims procedure contained in
 section 8.4 of the Plan, taken from the decisions of the Administrator;     
| |                                                                                                                                                             
| | (c) to
 hear and decide questions, including interpretation of the Plan, as may be
 referred to the Committee by the Administrator;                         
| |                                                                                                                                                             
| | (d) to
 report and make recommendations to the Board regarding changes in the Plan,
 including changes in the operation and management of the Plan;         
| |                                                                                                                                                             
| | (e) to
 designate an alternate Administrator to serve in the event that the
 Administrator is absent or otherwise unable to discharge his
 responsibilities;

16

---



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | (f) to
 remove and replace the Administrator or alternate, or both of them, and to
 fill a vacancy in either office;  
| |                                                                                                                       
| | (g) to
 discharge such other responsibilities or follow such directions as may be
 assigned or given by the Board; and
| |                                                                                                                       
| | (h) to
 perform any duty or to take any action which is allocated to the Committee
 under the Plan.                   

The Committee shall have the power and authority necessary or
appropriate to carry out its responsibilities. The Committee may take action
under the Plan by vote of a majority of the members present at any meeting of the
Committee at which a quorum is present or by unanimous written consent in lieu
of meeting. No member of the Committee shall participate in any action or
decision in which he has a personal interest unless all members of the
Committee voting on such matter are similarly interested. The Committee may
delegate to one of its members, to the Administrator or to any Officer of the
Company or any other Participating Company the power and responsibility, to the
extent not expressly allocated under the Plan to the Administrator, to sign
instruments and other communications in its behalf and to take appropriate
action to implement the Committees decisions.

Section
8.3 Claims Procedure.

Any
claim relating to benefits under the Plan shall be filed with the Administrator
on a form prescribed by it. If a claim is denied in whole or in part, the
Administrator shall give the claimant written notice of such denial, which
notice shall specifically set forth:

| |                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the
 reasons for the denial;                                                                                                                                  
| |                                                                                                                                                                   
| | (b) the
 pertinent Plan provisions on which the denial was based;                                                                                                 
| |                                                                                                                                                                   
| | (c) any
 additional material or information necessary for the claimant to perfect his
 claim and an explanation of why such material or information is needed; and
| |                                                                                                                                                                   
| | (d) an
 explanation of the Plans procedure for review of the denial of the claim.                                                                                

In the event that the claim is not granted and notice of denial of a claim is
not furnished by the 30th day after such claim was filed, the claim shall be
deemed to have been denied on that day for the purpose of permitting the
claimant to request review of the claim.

Section 8.4 Claims Review Procedure.

Any
person whose claim filed pursuant to section 8.3 has been denied in whole or in
part by the Administrator may request review of the claim by the Committee,
upon a form prescribed by the Administrator. The claimant shall file such form
(including a statement of his position) with the Committee no later than sixty
(60) days after the mailing or delivery of the written notice of denial
provided for in section 8.3, or, if such notice is not provided, within sixty

17

---



(60) days after such claim is
deemed denied pursuant to section 8.3. The claimant shall be permitted to
review pertinent documents. A decision shall be rendered by the Committee and
communicated to the claimant not later than thirty (30) days after receipt of
the claimants written request for review. However, if the Committee finds it
necessary, due to special circumstances (for example, the need to hold a
hearing), to extend this period and so notifies the claimant in writing, the
decision shall be rendered as soon as practicable, but in no event later than
one hundred twenty (120) days after the claimants request for review. The
Committees decision shall be in writing and shall specifically set forth:

(a)
the reasons for the decision; and

(b)
the pertinent Plan provisions on which the decision is based.

Any such decision of the Committee shall be binding upon the claimant
and the Participating Company, and the Administrator shall take appropriate
action to carry out such decision.

Section
8.5 Other Administrative Provisions.

(a)
Any person whose claim has been denied in whole or in part must exhaust the
administrative review procedures provided in section 8.4 prior to initiating
any claim for judicial review.

(b)
neither the members of the Committee, the Administrator, nor any Officer or
employee of a Participating Company to whom responsibilities are assigned under
the Plan shall be liable for any act of omission or commission by himself or by
another person, except for his own individual willful and intentional
malfeasance.

(c)
The Administrator or the Committee may, shorten, extend or waive the time (but
not beyond sixty (60) days) required by the Plan for filing any notice or other
form with the Administrator or Committee, or taking any other action under the
Plan; provided,
however, that no such shortening, extension or waiver shall be done
that would cause any Participant to be in constructive receipt of the balance
credited his Memorandum Account prior to the date on which such balance is
scheduled to be paid or otherwise violate section 409A of the Code.

(d)
Any person, group of persons, committee, corporation or organization may serve
in more than one fiduciary capacity with respect to the Plan.

(e)
Any action taken or omitted by the Administrator or the Committee or any
delegate of the Committee with respect to the Plan, including any decision,
interpretation, claim denial or review on appeal, shall be conclusive and
binding on and all interested parties and shall be subject to judicial
modification or reversal only to the extent it is determined by a court of
competent jurisdiction that such action or omission was arbitrary and
capricious and contrary to the terms of the Plan.

|                         
|-------------------------
|Article IX               
|                         
|Amendment And Termination

18

---



Section
9.1 Amendment by the Company.

The
Company reserves the right, in its sole and absolute discretion, at any time
and from time to time, by action of the Board, to amend the Plan in whole or in
part. In no event, however, shall any such amendment adversely affect the right
of any Participant, former Participant or Beneficiary to receive any benefits under
the Plan in respect of participation for any period ending on or before the
later of the date on which such amendment is adopted or the date on which it is
made effective.

Section
9.2 Termination.

(a)
The Company reserves the right, in its sole and absolute discretion, by action
of the Board, to terminate the Plan, but only in the following circumstances:

|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                   | (i)
 within thirty (30) days before or twelve (12) months after any Change in
 Control Event; provided, however, that in such event, all agreements,
 methods, programs, and other arrangements sponsored by the Company
 immediately after the time of the Change in Control Event with respect to
 which deferrals of compensation are treated as having been deferred under a
 single plan (under section 409A of the Code and the regulations thereunder)
 are terminated and liquidated with respect to each Participant that
 experienced the Change in Control Event, so that under the terms of the
 termination and liquidation all such Participants are required to receive all
 amounts of compensation deferred under the terminated agreements, methods,
 programs, and other arrangements within twelve (12) months of the date the
 Company irrevocably takes all necessary action to terminate and liquidate the
 agreements, methods, programs, and other arrangements.
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                   | (ii)
 at such other time and in such other circumstances as may be permitted under
 section 409A of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b)
 The Company reserves the right, in its sole and absolute discretion, by
 action of the Board, to suspend the operation of the Plan, but only in the
 following circumstances:
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                   | (i)
 With respect to Compensation to be earned and paid in calendar years beginning
 after the date of adoption of the resolution suspending the operation of the
 Plan; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                   | (ii)
 At such other time and in such other circumstances as may be permitted under
 section 409A of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

In such event, no further Compensation shall be deferred following the
effective date of the suspension and Memorandum Accounts in existence prior to
such date shall continue to be maintained, and payments shall continue to be
made, in accordance with the provisions of the Plan.

Section
9.3 Amendment or Termination by Other Companies.

19

---



In
the event that a corporation or trade or business other than the Company shall
adopt this Plan, such corporation or trade or business shall, by adopting the
Plan, empower the Company to amend or terminate the Plan, insofar as it shall
cover employees of such corporation or trade or business, upon the terms and
conditions set forth in sections 9.1 and 9.2; provided, however, that any
such corporation or trade or business may, by action of its board of directors
or other governing body, amend or terminate the Plan, insofar as it shall cover
employees of such corporation or trade or business, at different times and in a
different manner. In the event of any such amendment or termination by action
of the board of directors or other governing body of such a corporation or
trade or business, a separate plan shall be deemed to have been established for
the employees of such corporation or trade or business, and any amounts set aside
to provide for the satisfaction of benefit liabilities with respect to
employees of such corporation or trade or business shall be segregated from the
assets set aside for the purposes of this Plan at the earliest practicable date
and shall be dealt with in accordance with the documents governing such
separate plan.

|                        
|------------------------
|Article X               
|Miscellaneous Provisions

Section
10.1 Notice and Election.

The Administrator shall provide a copy of this Plan and the resolutions
of adoption to each Officer who becomes eligible to participate, together with
a form on which the Officer may notify the Administrator of his election
whether to become a Participant, which form, if he so elects, he may complete,
sign and return to the Administrator.

Section
10.2 Construction and Language.

Wherever appropriate in the Plan, words used in the singular may be
read in the plural, words used in the plural may be read in the singular, and
the masculine gender may be read as referring equally to the feminine gender or
the neuter.

Section
10.3 Headings.

The
headings of Articles and sections are included solely for convenience of
reference. If there is any conflict between such headings and the text of the
Plan, the text shall control.

Section
10.4 Non-Alienation of Benefits.

Except
as may otherwise be required by law, no distribution or payment under the Plan
to any Participant, former Participant or Beneficiary shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, whether voluntary or involuntary, and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void; nor shall any such distribution or payment be in any way
liable for or subject to the debts, contracts, liabilities, engagements or
torts of any person

20

---



entitled to such distribution or payment. If any Participant, former
Participant or Beneficiary is adjudicated bankrupt or purports to anticipate,
alienate, sell, transfer, assign, pledge encumber or charge any such
distribution or payment, voluntarily or involuntarily, the Committee, in its
sole discretion, may cancel such distribution or payment or may hold or cause
to be held or applied such distribution or payment, or any part thereof, to or
for the benefit of such Participant, former Participant or Beneficiary, in such
manner as the Committee shall direct; provided, however, that no such action by
the Committee shall cause the acceleration or deferral of any benefit payments
from the date on which such payments are scheduled to be made.

Section
10.5 Severability.

A
determination that any provision of the Plan is invalid or unenforceable shall
not affect the validity or enforceability of any other provision hereof.

Section
10.6 Waiver.

Failure
to insist upon strict compliance with any of the terms, covenants or conditions
of the Plan shall not be deemed a waiver of such term, covenant or condition. A
waiver of any provision of the Plan must be made in writing, designated as a
waiver, and signed by the party against whom its enforcement is sought. Any
waiver or relinquishment of any right or power hereunder at any one or more times
shall not be deemed a waiver or relinquishment of such right or power at any
other time or times.

Section
10.7 Governing Law.

The
Plan shall be construed, administered and enforced according to the laws of the
State of New York without giving effect to the conflict of laws principles
thereof, except to the extent that such laws are preempted by federal law. The
federal and state courts having jurisdiction in New York County, New York shall
have exclusive jurisdiction over any claim, action, complaint or lawsuit
brought under the terms of the Plan or in any way relating to the rights or
obligations of any person under, or the acts or omissions of the Company, the
Board, the Administrator, the Committee on any duly authorized person acting in
their behalf in relation to, the Plan. By electing to participate in this Plan,
the Participant, for himself and any other person claiming any rights under the
Plan through him, agrees to submit himself, and any such legal action described
herein that he shall bring, to the sole jurisdiction of such courts for the
adjudication and resolution of such disputes. Any payments made pursuant to
this Plan are subject to and conditioned upon their compliance with 12 U.S.C. §
1828(k) and any regulations promulgated thereunder.

Section
10.8 Withholding.

Payments from this Plan shall be subject to all applicable federal, state and
local income withholding taxes. The Company, State Bank of Long Island, and any
other Participating Company or the Committee shall have the right to require
any person entitled to receive a distribution in Shares under this Plan to pay
the amount of any tax which is required to

21

---



be withheld with respect to such Shares, or, in lieu thereof, to cancel
without notice, a sufficient number of Phantom Shares to cover the amount
required to be withheld.

Section
10.9 No Deposit Account.

Nothing in this Plan shall be held or construed to establish any deposit
account for any Participant or any deposit liability on the part of the Company
or any Participating Company. Participants rights hereunder shall be
equivalent to those of a general unsecured creditor of each Participating
Company.

Section
10.10 Rights of Participants.

No
Participant shall have any right or claim to any benefit under the Plan except
in accordance with the provisions of the Plan. The establishment of the Plan
shall not be construed as conferring upon any Participant or other person any
legal right to a continuation of service or to any terms or conditions of
service, nor as limiting or qualifying the right of a Participating Company,
its board of directors or its stockholders to remove any Officer or to fail to
re-elect him or her or decline to nominate him or her for re-election.

Section
10.11 Status of Plan Under ERISA.

The
Plan is intended to be a non-qualified deferred compensation plan
maintained exclusively for employees. The Plan is not intended to comply with
the requirements of section 401(a) of the Code or to be subject to Parts 2, 3
and 4 of Title I of ERISA. The Plan shall be administered and construed so as
to effectuate this intent.

Section
10.12 Successors and Assigns.

The
provisions of the Plan will inure to the benefit of and be binding upon the
Participants and their respective legal representatives and testate or
intestate distributes, and each Participating Company and their respective
successors and assigns, including any successor by merger or consolidation or a
statutory receiver or any other person or firm or corporation to which all or
substantially all of the assets and business of any Participating Company may
be sold or otherwise transferred.

Section
10.13 Non-dilution Provisions.

In the event of any merger, consolidation, or other business reorganization
involving the Company, and in the event of any stock split, stock dividend or
other event generally affecting the number of Shares held by each person who is
then a holder of record of Shares, and in the event of any other occurrence
which, in the judgment of the Committee warrants an adjustment to avoid
unintended enhancement or dilution of the rights of one or more Participants
under the Plan, the number of Phantom Units credited to each Participants
Memorandum Account, and the unit value thereof, shall be adjusted to account
for such event. Such adjustment shall be effected in such manner as the
Committee shall determine to be appropriate in order to prevent the enlargement
or diminution of any Participants rights under the Plan.

22

---



Section
10.14 Compliance with Section 409A of the Code.

The
Plan is intended to be a non-qualified deferred compensation plan described in
section 409A of the Code. The Plan shall be operated, administered and
construed to give effect to such intent. In addition, notwithstanding section
9.1, the Plan shall be subject to amendment, with or without advance notice to
Participants and other interested parties, and on a prospective or retroactive
basis, including but not limited to amendment in a manner that adversely
affects the rights of participants and other interested parties, to the extent
necessary to effect such compliance.

Section
10.15 Effect on Existing deferred Compensation Arrangements.

The
terms and conditions of this Plan shall, effective as of December 31, 2007,
amend, restate and supersede in their entirety the terms, conditions and provisions
of any pre-existing deferred compensation arrangement between State Bancorp.,
Inc. or State Bank of Long Island and any Officer who consents thereto prior to
December 31, 2007. Such consent shall constitute authorization to transfer
accumulated balances under such pre-existing arrangements to the books and
records of this Plan.

23

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SCHEDULE A

|     |  |                                  |  |                                                 
|---- |  | -------------------------------- |  | ------------------------------------------------
|NAME |  | EFFECTIVE DATE OF
 PARTICIPATION |  | EFFECTIVE DATE OF
 TERMINATION OF
 PARTICIPATION
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 
|     |  |                                  |  |                                                 

24

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