Employment Agreement




	







EMPLOYMENT AGREEMENT 



        
        THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 25th day of
January, 2000, and sets forth the terms and conditions of employment between James C.
Lawrence (“Executive”) and MERCHANTS NEW YORK BANCORP, a Delaware corporation
(“Bancorp”; collectively with its subsidiary The Merchants Bank of New York
(“Bank” referred to in this Agreement as “Employer”), for whom
Executive shall render services hereunder. 



        
        WHEREAS,
Employer desires to employ Executive on the terms and conditions set faith in this
Agreement, and Executive is willing to render services to Employer and to commit to the
performance of certain obligations, all on the terms and conditions set forth herein; 



        
        NOW,
THEREFORE, the parties agree as follows: 




        1.       
Capacity; Salary; Benefits. 



        
        1.1.       
Term of Employment. Employer hereby employs Executive, and Executive accepts such
employment, on the terms and conditions herein, for the period beginning on the date of
the parties’ execution of this Agreement and ending on March 1, 2008 (such period, or
lesser portion thereof in the event of earlier termination pursuant to paragraph 1.7,
being called the “Employment Period”). Thereafter, the continuation of
Executive’s employment with Employer shall be at the will of Employer and Executive
on terms and conditions agreed to by Employer and Executive, and there shall be no
obligation on the part of Employer or Executive to continue such employment 



        
        1.2.       Position
aid Responsibilities. During the Employment Period, Executive           shall save as
President and Chief Executive Officer of Bancorp and Bank, subject           to the
provisions of this Agreement and Employer’s general policies and           practices
governing employment in force from time to time. Executive will report           to Mr.
Spencer B. Witty or such other person as is serving as the Chairman of           Bancorp’s
Board of Directors. Executive’s duties in that capacity           shall be those set
forth in Bancorp’s and Bank’s By-laws. Executive           agrees to perform
such other duties as are normally incident to Executive’s           position as
provided in Bancorp By-laws or policy manuals, and such other           functions as may
be assigned to Executive by Employer, which other functions           shall be consistent
with Executive’s position. During the Employment           Period, Executive shall
devote substantial time, and his best effort and advice,           to the business and
affairs of Employer.  



        
        1.3.       Board
Membership. Executive will serve as a member of Bancorp’s and           Bank’s
Boards of Directors during the Employment Period.  



        
        1.4.       Salary
and Benefits. Executive shall be compensated at the same level in           effect on
the date of’ execution of this Agreement; provided that the Board           of
Directors] of Bancorp will review Executive’s compensation at annual
          intervals and may in its sole discretion determine to grant Executive one or
          more increases in compensation. All payments to Executive under this Agreement
          are subject to applicable withholding for federal, state, social security and
          similar taxes. Executive will be entitled to vacations (at such time as shall
          not interfere with Employer’s business needs), sick ‘Leaves and
leaves           of absence in accordance with Employers general policies and practices
governing           the saint in force from time to tine, and will be eligible to
participate S such           plaits for the benefit of’ officers or employees
generally that Employer           now has or institutes in the figure during the
Employment Period.  















	





        
        1.5.       Consideration.
Executive acknowledges the consideration for this           Agreement consists of
Executive’s becoming employed by Employer wider the           terms of, with the
responsibilities and benefits provided in, this Agreement.  



        
        1.6.                 Succession.
Executive acknowledges that, under resolutions adopted by the           unanimous vote of
Employer’s Board of Directors, the election of successors           to key executive
offices of Employer is accomplished by the Succession Committee           of the Board.
Executive agrees to support all decisions of the Succession           Committee in
respect of such matters, and to work at all ties in cooperation           with all
successors elected by the Succession Committee to advance the best           interests of
Employer.  



        
        1.7.       Early
Termination of Employment Period. The Employment Period may be           terminated
(s)by Employer, for cause as defined in paragraph Ii, without notice           except as
required in that paragraph (b) by the Executive’s death, without           action by
Employer (c) for incapacity, immediately upon written notice from           Employer, if
an independent physician selected by Employer shall have determined           that
Executive has been unable due to illness, disability or incapacity, to           perform
substantially all of the services required hereunder for a continuous           period of
60 days, or for a period aggregating 180 days in any 12 month period.  



        
        1.8.       Definition
of Termination for Cause. Termination by Employer for           “cause” shall
mean termination (1) by action of the Chairman of           Employer’s Board of
Directors or its Chief Executive Officer (if other than           Executive), or (ii) by
election of a successor to Executive by the Baird of           Directors or the
Succession Committee, in either can by reason of(a)           Executive’s material
breach of this Agreement or material failure to           perform his obligations under
this Agreement (not as a consequence of any           illness, accident or other
disability), (b) Executive’s unjustified           continued, willful failure to
carry out any reasonable lawful order of Employer           (using the same criteria as
would be applied to other executives o(like level of           Employer), (c) diverting
or usurping a corporate opportunity of Employer, (d)           Executive’s actions
which are disloyal or inimical to Employer, (e) gross           negligence or
recklessness by Executive in the performance of his duties           hereunder (using the
same criteria as would be applied to other executives of           like level of
Employer), (1) other serious willful misconduct by Executive which           causes
material injury to Employer or its reputation (using the same criteria as           would
be applied to other executives of like level of Employer), including but           not
limited to willful or gross misconduct toward any of Employer’s           employees,
agents, clients or customers. in either case causing material harm to           Employer,
and (g) the commission by Executive of a felony or a crime involving           moral
turpitude.  




        2.       
Miscellaneous. 



        
        2.1.       Integration;
Assignment. This Agreement expresses the entire agreement           between Executive
and Employer with respect to its subject matter. This           Agreement shall bind and
inure to the benefit of each of the parties hereto and           shall also bind and
inure to the benefit of any successor or successors of           Bancorp by
reorganization, merger or consolidation and any assignee of all or
          substantially all of its business and properties, provided, however, that
except           as to any such successor or assignee of Bancorp, neither this Agreement
nor any           rights or benefits hereunder may be assigned by Bancorp or by
Executive.  



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        2.2.       Notices.
All notices, elections and other communications given or made           pursuant to this
Agreement shall be in writing and shall be delivered           personally, sent by
commercial courier or registered mail (postage prepaid,           return receipt
requested) or transmitted by facsimile with confirming copy           transmitted by
first class prepaid mail, to the parties at the following           addresses and numbers
or such other addresses or numbers as a party shall           designate by notice in
writing to the others in accordance herewith, and shall           be deemed to be given
or made when so delivered personally or by commercial           courier or when
transmitted and received by facsimile, or if mailed, five           business days after
the date of mailing; except that notice of a change of           address shall be deemed
given only when actually received by the other party:  










		
	To Executive at:	To Company at:
	James G. Lawrence	Merchants New York Bancorp
	c/o Merchants New York Bancorp	275 Madison Avenue
	295 Fifth Avenue	New York, New York 10016
	New York, New York 10016	Tel.; (212) 973-6000
	Tel.: (212) 973-4261	Fax,: (212) 973-6663
	Fax.: (212) 213-4870
		Att.: Chairman of the Board of Directors






	




        
        2.3.       Governing
Law. All questions concerning the construction, validity and           interpretation
of this Agreement shall be governed by the internal laws (as           opposed to the
conflict of law provisions) of the Stare of New York.  



        
        2.4.       Severability.
Whenever possible, each provision of this Agreement shall           be interpreted in
such manner as to be effective and valid under applicable law,           but if any
provision of this Agreement shall be held to be prohibited by or           invalid under
applicable law, such provision shall be ineffective only to the           extent of such
prohibitions or invalidity without invalidating the remainder of           such provision
or the remaining provisions of this Agreement.  



        
        2.5.       Interpretation.
To effect the intent of the Agreement, where appropriate           the singular shall be
read as the plural and the conjunctive as the disjunctive,           end in either case,
vice versa.  



        
        2.6.       
Headings. The headings of the sections hereof are inserted for convenience only and
shall not be deemed to constitute a part hereof nor to affect the meaning thereof. 



        
        2.7.       Modification,
Amendment, Waiver. No modification, amendment or waiver of           any provisions
of this Agreement shall be effective unless approved in writing           by the parties.
The failure at any time to enforce any provision of this           Agreement shall in no
way be construed as a waiver of such provision and shall           not affect the right
of either patty thereafter to enforce each and every           provision hereof in
accordance with ii terms.  



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        2.8.       
No Strict Construction. The language used in this Agreement shall be deemed to be
the language chosen by the patties hereto to express their mutual intent and no rule of
strict construction shall be applied against any person. 



        
        IN
WITNESS WHEREOF, this Key Employment Agreement has been duly executed and delivered by or
on behalf of the parties hereto as of the first darn above written. 












	MERCHANTS NEW YORK BANCORP



By:    /s/ Spencer B. Witty
——————————————

Name:     SPENCER B. WITTY
Title:       Chairman of the Board		EXECUTIVE



By:    /s/ James G. Lawrence
——————————————

Name:    James G. Lawrence










	




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