EXHIBIT (10) e) (vii)


AMENDMENT OF [AMENDED AND RESTATED]
CHANGE OF CONTROL
EMPLOYMENT 
 AGREEMENT


                    This
AMENDMENT OF [AMENDED AND RESTATED] CHANGE
 OF CONTROL EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of
December, 2008 by and between STATE BANCORP, INC., a New
York business corporation (the “Company”) and [NAME OF EXECUTIVE],
an individual (the “Executive”).


WITNESSETH


                    WHEREAS, the
parties hereto made and entered
into a[n Amended and Restated] Change of Control Employment Agreement as of
________ ___, ____ (the “Agreement”); and 


                    WHEREAS, the
Company is considering
participation in the Capital Purchase Program (“CPP”) of the U.S. Treasury
(“UST”) authorized under the Emergency Economic Stimulus Act of 2008 (“EESA”)
under which program it would enter, among other documents, into a Securities
Purchase Agreement (“Purchase Agreement”) with UST; and


                    WHEREAS,
 pursuant to section 111(b) of EESA and the standard terms of the Purchase
Agreement, the Company would be required to meet standards promulgated under
section 111(b) of EESA in 31 C.F.R. Part 30 for executive
compensation to its senior executive officers as defined under 31 C.F.R. Part
30; and


                    WHEREAS, executive
compensation of senior
executive officers, which may include compensation of the Executive as
described in the Agreement, would be required to meet the standards of section
111(b) of EESA and 31 C.F.R. Part 30 thereunder by the closing date of the
Purchase Agreement; and


                    WHEREAS,
 the parties hereto desire to amend the Agreement for compliance with section
111(b) of EESA and 31 C.F.R. Part 30 thereunder; and


                    WHEREAS,
 pursuant to section 12(a) of the Agreement, the parties may modify the
agreement by means of a signed writing;


                    NOW,
 THEREFORE, in consideration of the benefits each party
hereto shall receive as a result of any investment of the UST in the Company,
and in consideration of the premises and the mutual covenants and obligations
hereinafter set forth, the parties hereto hereby agree as follows:




	
 

	
 


	
1.

	
Section 6(a)(ii) of the Agreement is amended to replace the word
 “three” where it appears therein with the word used immediately after the
 first word, “for,” in that section 6(a)(ii).












	
 

	
 


	
2.

	
The Agreement is amended to add a section 13 to the end of the
 Agreement, to read in its entirety as follows:








	
 

	
 

	
 


	
 

	
13.

	
Compliance with
 the Emergency Economic Stabilization Act of 2008.





                    In
the event the Company issues any debt or equity to the United States Treasury
(“UST”) pursuant to the Capital Purchase Program (the “CPP”) implemented under
the Emergency Economic Stabilization Act of 2008 (“EESA”), the following
provisions shall take precedence over any contrary provisions of this Agreement
or any other compensation or benefit plan, program, agreement or arrangement in
which the Executive participates:


	
 

	
 

	
 


	
 

	
                    (a)
 The Executive shall repay to the Company any bonus or incentive compensation
 paid to the Executive while (i) the Executive is a senior executive officer
 (within the meaning of 31 C.F.R. Part 30) (“Senior Executive Officer”) and
 (ii) the UST holds any debt or equity interest in the Company acquired under
 the CPP (such period, the “CPP Compliance Period”), if and to the extent that
 such bonus or incentive compensation was paid on the basis of a statement of
 earnings, gains, or other criteria (each, a “Performance Criterion,” and in
 the aggregate, “Performance Criteria”) that are later proven to be materially
 inaccurate. A Performance Criterion shall be proven to be materially
 inaccurate if so determined by a court of competent jurisdiction or in the
 written opinion of the Accounting Firm or, if the Accounting Firm is unable
 to provide the determination, an independent attorney or firm of certified
 public accountants selected by the Company and approved by the Executive
 (which approval shall not be unreasonably withheld or delayed), which
 determination shall both state the accurate Performance Criterion and that
 the difference between the accurate Performance Criterion and the Performance
 Criterion on which the payment was based is material (a “Determination”).
 Upon receipt of a Determination, the Company may supply to the Executive a
 copy of the Determination, a computation of the bonus or other incentive
 compensation that would have been payable on the basis of the accurate
 Performance Criterion set forth in the Determination (the “Determination
 Amount”) and a written demand for repayment of the amount (if any) by which
 the bonus or incentive compensation actually paid exceeded the Determination
 Amount.

	
 


	
 

	
 

	
 


	
 

	
                    (b)
 (i) If the Executive’s employment terminates in an “applicable severance from
 employment” (within the meaning of 31 C.F.R. Part 30) during the CPP
 Compliance Period, then payments to the Executive that are contingent on such
 applicable severance from employment and designated to be paid during the CPP
 Compliance Period shall be limited, if necessary, to the maximum amount which
 may be paid without causing any amount paid to be an “excess parachute
 payment” within the meaning of section 280G(b)(1) of the Code, as modified by
 section 280G(e) of the Code, referred to as a “golden parachute payment”
 under 31 C.F.R. Part 30 (the “Maximum Payment Amount”). Any reduction in
 payments required to achieve such limit shall be applied to all payments
 otherwise due hereunder in the reverse chronological order of their payment
 dates, and where multiple payments are due on the same date, the

	
 












	
 

	
 

	
 


	
 

	
reduction shall be apportioned ratably among the affected payments.
 The required reduction (if any) shall be determined in writing by the
 Computation Advisor or, if the Computation Advisor is unable to provide the
 determination, by an independent attorney or firm of certified public
 accountants selected by the Company and approved by the Executive (which
 approval shall not be unreasonably withheld or delayed).

	
 


	
 

	
 

	
 


	
 

	
                    (ii)
 The aggregate amount by which payments designated to be paid during the CPP
 Compliance Period are reduced pursuant to section 13(b)(i) (the “Unpaid
 Amount”) shall be delayed to and shall be paid on the first business day
 following the last day of the CPP Compliance Period. Pending payment, the
 Unpaid Amount shall be deposited in a Rabbi Trust. Payment of the Unpaid
 Amount shall include any investment earnings on the assets of the Rabbi Trust
 attributable to the Unpaid Amount.

	
 





This section 13 shall apply during the CPP Compliance Period whether or
not a Change in Control has occurred or any other provision of this Agreement
has taken effect. This section 13 shall be operated, administered and construed
to comply with section 111(b) of EESA as implemented by guidance or regulation
thereunder that has been issued and is in effect as of the closing date of the
agreement, if any, by and between the UST and the Company, under which the UST
acquires equity or debt securities of the Company under the CPP (such date, if
any, the “Closing Date,” and such implementation, the “Relevant
Implementation”). If after such Closing Date the clawback requirement of
section 13(a) shall not be required by the Relevant Implementation of section
111(b) of EESA, such requirement shall have no further effect. If after such
Closing Date the limitation on golden parachute payments under section 13(b)(i)
shall not be required by the Relevant Implementation of section 111(b) of EESA,
such limitation shall have no further effect and any Unpaid Amount delayed
under section 13(b)(ii) shall be paid on the earliest date on which the Company
reasonably anticipates that such amount may be paid without violating such
limitation.


IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed and the Executive has hereunto set his hand, all as of this day and
year above written.


	
 

	
 

	
 


	
 

	



	
 

	
[Name of Executive]


	
 

	
 

	
 


	
 

	
STATE
 BANCORP, INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name: 

	
 


	
 

	
Title:

	
 





[NOTE: AS OF 3/13/09, THOMAS M. O'BRIEN, BRIAN K. FINNERAN, FREDERICK C. BRAUN, III, AND PATRICIA M. SCHAUBECK HAVE EACH ENTERED INTO THIS AMENDMENT OF [AMENDED AND RESTATED] CHANGE OF CONTROL EMPLOYMENT AGREEMENT WITH THE COMPANY.]