AMENDMENT OF [A MENDED AND RESTATED ] C HANGE OF CONTROL EMPLOYMENT AGREEMENT

E XHIBIT (10) e) (vii)

A MENDMENT OF [A MENDED AND R ESTATED ] C HANGE OF C ONTROL E MPLOYMENT
A GREEMENT

                    This A MENDMENT OF [A MENDED AND R ESTATED ] C HANGE OF C ONTROL E MPLOYMENT A GREEMENT (“Amendment”) is made and entered into as of December, 2008 by and between S TATE B ANCORP , I NC . , a New York business corporation (the “Company”) and [N AME OF E XECUTIVE ] , an individual (the “Executive”).

W ITNESSETH

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

                    W HEREAS , 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

                    W HEREAS , 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

                    W HEREAS , 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

                    W HEREAS , 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

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

                    N OW , T HEREFORE , 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:

                    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: