STERLING BANCORP
EMPLOYMENT AGREEMENT FOR LOUIS J. CAPELLI
<DOCUMENT>
<TYPE>EX-10.I.A
<SEQUENCE>3
<FILENAME>y60548ex10-i_a.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT FOR LOUIS J. CAPELLI
<TEXT>
<PAGE>
                                                               Exhibit 10.(i)(a)

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


               AGREEMENT, made as of March 22, 2002, by and between Sterling
Bancorp, a New York corporation (the "Company"), and Louis J. Cappelli
("Executive").

                                 R E C I T A L S

               WHEREAS, Executive serves as the Chairman of the Board of
Directors (the "Board") and Chief Executive Officer ("CEO") of the Company,
pursuant to an employment letter, dated February 19, 1993, (as amended on
February 14, 1995, February 8, 1996, February 28, 1997, February 19, 1998, May
22, 1998, March 9, 1999, February 24, 2000 and February 26, 2001) (the
"Letter");

               WHEREAS, the Company and the Executive desire to further amend
the Letter and embody the terms of Executive's continuing employment in this
Amended and Restated Employment Agreement;

               NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:

         1. Term. Subject to earlier termination of Executive's employment
hereunder in accordance with the provisions of Section 4 hereof, the Company
will continue to employ Executive as its CEO and Chairman, through December 31,
2006 (the "Term"); provided that the Term will be automatically extended
thereafter for successive periods of one year, unless at least 60 days prior to
the expiration of the then current Term, either party will give written notice
to the other of the intention not to extend the Term.

         2. Duties, Responsibilities, Conditions of Employment. During the Term,
Executive

                  (a) will serve as a director and Chairman of the Board and CEO
of the Company, a director and Chairman of the Board of the Company's
subsidiary, Sterling National Bank (the "Bank") and may also be a director and
Chairman of the Board and chief executive officer of any or all of the Company's
other subsidiaries (the "Subsidiaries"); and will have all authority and
responsibility Executive now has or may hereafter be given consistent with these
positions.

                  (b) will be entitled to office, secretarial, transportation
and other facilities and vacations, medical, and other benefits and conditions
of employment consistent with Executive's position and on a basis at least as
favorable as heretofore provided to Executive.


                                       29
<PAGE>
                                                               Exhibit 10.(i)(a)


         3. Compensation and Benefits.

                  (a) During the Term, Executive's annual base salary (the "Base
Salary") will be $651,924 per year, payable in regular installments in
accordance with the Company's practice for its executives. The Base Salary will
be increased effective as of each January 1 during the Term by multiplying the
rate theretofore in effect by 1.05, or if less, but greater than 1.0, by a
fraction of which (x) the numerator is the Consumer Price Index for All Items
Urban Consumers - (CPI-U) New York-Northeastern New Jersey-Long Island,
NY-NJ-CT-PA (the "Index") prepared by the Bureau of Labor Statistics of the
United States Department of Labor (or if the Index is not then being published,
the most nearly comparable successor index) for the December immediately
preceding such date and (y) the denominator is the Index for the preceding
December.

         Furthermore, the Base Salary shall be subject to additional increases
as and when determined by the Board (or the Compensation Committee of the
Board), in its sole discretion.

                  (b) During the Term, Executive shall have the opportunity to
earn an annual bonus (the "Bonus") for each calendar year based upon such
performance measures and other criteria as may be set by the Company's Board of
Directors (or the Compensation Committee of the Board) in consultation with the
Executive prior to or shortly after the beginning of each such year.

                  (c) During the Term, Executive will be entitled to participate
in any stock option, stock ownership, stock incentive or other stock plan,
profit-sharing, retirement and substitute benefit plans, life, health insurance
plans and other benefit plans, which are made available to executives of the
Company, the Bank and the Subsidiaries generally.

                  (d) Executive will be entitled to reimbursement for
Executive's ordinary and necessary business expenses, membership and use of
clubs (as a source of business origination for the Company), and travel and
entertainment incurred in the performance of services hereunder. Executive will
provide the Company with documentation of such expenses in accordance with its
normal practices. The Company will provide Executive with the use of a luxury
automobile (new every two years) and a driver for business use (including
insurance, maintenance, gasoline and incidental expenses) pursuant to terms and
conditions no less favorable to Executive than those in effect on the date
hereof.

         4. Termination of Employment.

                  (a) Termination in Case of Disability or Death.

                      (i) In case of Executive's "Disability," which for this
         purpose will mean that, as a result of illness or injury, Executive is
         unable substantially to perform his duties hereunder for a period of
         six consecutive months, the Company (by authority of a resolution
         adopted by a majority of the


                                       30
<PAGE>
                                                               Exhibit 10.(i)(a)


         directors in office) may terminate Executive's employment hereunder by
         giving Executive at least 10 days' written notice of termination.

                      (ii) In the event of Executive's death during the Term
         hereof, Executive's employment hereunder will terminate.

                  (b) Termination Following a Change of Control.

             In the event of a "Change of Control" (as defined in Schedule A
hereto) Executive may for any reason or for no reason terminate Executive's
employment within 13 months following the Change of Control. Such termination
may be effected by Executive giving to the Company a Notice of Termination which
complies with Section 6 hereof at any time within such 13 month period, and any
such termination shall be deemed to be a termination by Executive for Good
Reason.

                  (c) Termination for Good Reason. Upon the occurrence of an
event of "Good Reason" (as defined in Schedule B hereto), Executive may
terminate Executive's employment because of such occurrence, by giving to the
Company a Notice of Termination which complies with Section 6 hereof setting
forth in such Notice the specific event of Good Reason that is the basis of such
termination.

                  (d) Termination without Good Reason. Executive may terminate
Executive's employment without Good Reason by giving the Company 30 days advance
written Notice of Termination which complies with Section 6 hereof.

                  (e) Termination by the Company for Cause.

                           (i) The Company may terminate Executive's employment
         for Cause (as defined below) upon compliance with the provisions of
         this Section 4(d).

                           (ii) "Cause" will mean

                                    (A) Executive's deliberate and continued
         failure to perform substantially Executive's duties with the Company,
         other than as a result of Executive's incapacity due to illness or
         injury as set forth in a written opinion by Executive's personal
         physician, after a demand for substantial performance is delivered to
         Executive; or

                                    (B) the deliberate engaging by Executive in
         illegal or gross misconduct which is demonstrably and materially
         injurious to the Company, monetarily or otherwise.

               No act, or failure to act, on Executive's part shall be
considered "deliberate" unless done, or omitted to be done, by Executive not in
good faith and without reasonable belief that such action or omission was in the
best interests of the Company.


                                       31
<PAGE>
                                                               Exhibit 10.(i)(a)


                           (iii) Termination for Cause will be effected only if
                  (i) the Company has delivered to Executive a copy of a Notice
                  of Termination which complies with Section 6 hereof and which
                  gives Executive, on at least five business days' prior notice,
                  the opportunity, together with Executive's counsel, to be
                  heard before the Board and (ii) the Board (after such notice
                  and opportunity to be heard), adopts a resolution concurred in
                  by three-quarters of all of the directors of the Company then
                  in office, including at least two-thirds of all of the
                  directors who are not officers of the Company, that in the
                  good faith opinion of the Board Executive were guilty of
                  conduct set forth above in Section 4(d)(ii)(A) or Section
                  4(d)(ii)(B), and specifying the particulars thereof in detail.

                  (f) Termination without Cause. The Company may terminate
Executive's employment without Cause by giving Executive 30 days advance written
Notice of Termination which complies with Section 6 hereof.

         5. Payments to Executive Upon Termination of Employment.

             (a) General. Upon any termination of Executive's employment, the
Company shall pay or provide to Executive (or Executive's beneficiary or estate,
if and as applicable) all compensation or benefits due or accrued for the period
prior to the "Date of Termination," as defined in Section 6 ("Accrued Amounts").

             (b) For Cause; Without Good Reason. Upon termination of Executive's
employment by the Company for Cause or by the Executive without Good Reason, the
Company will have no further obligations to Executive hereunder, except for the
Accrued Amounts.

             (c) Disability. In the event of the termination of Executive's
employment due to Executive's Disability, the Company will pay Executive monthly
for each of the six successive months following such termination a disability
benefit of an amount equal to 50% of Executive's monthly base salary. The term
"monthly base salary" as used in this Section 5 shall mean a monthly pro-ration
of the Base Salary.

             (d) Death. In the event of the termination of Executive's
employment due to Executive's death, the Company will pay Executive's monthly
base salary to Executive's estate until the expiration of a period of six
successive months immediately following such termination.

             (e) Change in Control; Good Reason; without Cause. In the event of
the termination Executive's employment hereunder by the Executive in connection
with a Change in Control pursuant to Section 4(b) hereof or for Good Reason, or
by the Company other than for Cause or due to Executive's Disability (any of the
foregoing being hereinafter referred to as a "Covered Termination"), then:

                          (i) the Company shall continue to pay the Executive's
             Base Salary during the "Post-Termination Period" (as defined in
             Section 5(i)); provided that following a Change in Control the Base
             Salary that would be


                                       32
<PAGE>
                                                               Exhibit 10.(i)(a)

             payable in respect of the Post-Termination Period shall be payable
             in a lump sum upon Executive's termination.

                          (ii) the Company shall pay Executive a lump sum upon
             Executive's termination in an amount equal to Executive's "Pro Rata
             Bonus" (as defined in Section 5(i)) for the Post-Termination
             Period.

                          (iii) Executive will be entitled to the full amount
             which would have been due Executive under any profit-sharing plan,
             or similar arrangement or other benefit plan, in which Executive
             was participating prior to the Date of Termination, for the full
             fiscal year (or other applicable period) during which the
             termination occurred, without any proration or reduction because of
             Executive's not being employed during the full year (or other
             period);

                          (iv) the Company will maintain in full force and
             effect, for Executive's continued sole benefit throughout the
             Post-Termination Period, all life and health insurance plans in
             which Executive was entitled to participate immediately prior to
             the Date of Termination, provided that Executive's continued
             participation is possible under the general terms and provisions of
             such plans. If Executive's participation in any such plan is barred
             for any reason whatsoever, the Company will arrange to provide
             Executive with benefits substantially similar to those which
             Executive is entitled to receive under such plan on the same
             after-tax basis as if such continued participation had been
             permitted; and

                          (v) the Company will maintain in full force and
             effect, for Executive's continued sole benefit throughout the
             Post-Termination Period, the club membership and automobile
             perquisites described in Section 3(d) hereof, excluding any
             requirement that either such perquisite must be used as a source of
             business origination or for business purposes.

                  (f) Additional Payments Following a Change in Control. In
addition to the foregoing payments and benefits, if a Covered Termination occurs
following a Change in Control, Executive shall receive a lump sum payment in an
amount equal to the sum of:

                          (i) Three times the Bonus Amount;

                          (ii) The excess, if any, of (A) the present value of
             the benefits to which Executive would be entitled under Company's
             pension and retirement plans (qualified and nonqualified), if
             Executive had continued in the employ of the Company for the
             Post-Termination Period, earning during such period the rate of
             base salary and bonus in effect as of his Date of Termination, over
             (B) the present value of the benefit to which Executive is actually
             entitled under such pension and retirement plans as of his Date of
             Termination;

                          (iii) The present value of the Company contributions
             (including any allocations of securities of the Company) that would
             have been


                                       33
<PAGE>
                                                               Exhibit 10.(i)(a)

             made under all Company savings programs (qualified and
             nonqualified), if Executive had continued in the employ of the
             Company during the Post-Termination Period, earning during such
             period the rate of base salary and bonus in effect as of his Date
             of Termination, assuming that the Company would have made the
             maximum contributions permitted under such savings programs, and
             assuming, for purposes of determining the amount of any Company
             matching contributions, that Executive would have contributed the
             amount necessary to receive the maximum matching contributions
             available under such savings programs; and

                          (iv) If contributions to the Company's employee stock
             ownership plan (the "ESOP") will continue after the Date of
             Termination, the value of the allocations that would have been made
             to Executive under the ESOP, if Executive had continued in the
             employ of the Company during the Post-Termination Period,
             determined by multiplying (A) the number of full and partial years
             in the Post-Termination Period by the number of shares of stock of
             the Company (or, if applicable, the surviving or successor entity
             resulting from the Change the Control) allocated to the Executive's
             account under the ESOP for the last full calendar year prior to the
             Date of Termination by (B) the fair market value of one share of
             such stock on the Date of Termination.

For purposes of the preceding sentence, "present value" shall be determined as
of the Date of Termination and shall be calculated based upon a discount rate
equal to the base rate of Sterling National Bank (or any successor) as in effect
from time to time without reduction for mortality.

             (g) Anticipatory Termination. Notwithstanding any provision of this
Agreement to the contrary, if Executive's employment is terminated prior to a
Change in Control and Executive reasonably demonstrates (or the Company agrees)
that such termination was effected in connection with, or in contemplation of,
the Change in Control, and such Change in Control is consummated, then (i) for
purposes of this Agreement, the date immediately prior to such termination of
employment or event constituting Good Reason shall be treated as a Change in
Control and (ii) for purposes of determining the timing and amount of payments
and benefits due to Executive under this Section 5 the date of the actual Change
in Control shall be treated as the Date of Termination.

             (h) No Mitigation or Offset. Executive will not be required to
mitigate the amount of any payment provided for in this Section 5, by seeking
other employment or otherwise, nor will the amount of any payment provided for
in this Section 5 be reduced by any compensation earned by Executive in any
manner after the Date of Termination.

             (i) Definitions. For purposes of this Agreement, the following
definitions will apply:


                                       34
<PAGE>
                                                               Exhibit 10.(i)(a)


                          (i) "Bonus Amount" means the highest annual bonus
             earned by the Executive from the Company (and its affiliates)
             during the last three completed fiscal years immediately preceding
             the Executive's Date of Termination;

                          (ii) "Post-Termination Period" means (A) the period
             from the Date of Termination until the date on which the then
             current term of this Agreement would otherwise (but for the Notice
             of Termination) have ended by expiration or, (B) following a Change
             in Control and if longer, the thirty-six month period following the
             Date of Termination; and

                          (iii) "Pro Rata Bonus" means an amount equal to the
             product of (i) the Bonus Amount, and (ii) a fraction, the numerator
             of which is the number of days elapsed in the calendar year in
             which the Date of Termination occurs and the denominator of which
             is 365.

                  (j) Gross Up.

                      (i) Anything in this Agreement to the contrary
             notwithstanding, in the event it shall be determined that any
             payment, award, benefit or distribution (or any acceleration of any
             payment, award, benefit or distribution) by the Company (or any of
             its affiliated entities) or any entity which effectuates a Change
             in Control (or any of its affiliated entities) to Executive or for
             Executive's benefit (whether pursuant to the terms of this
             Agreement or otherwise determined without regard to any additional
             payments required under this Section) (the "Payments") would be
             subject to the excise tax imposed by Section 4999 of the Internal
             Revenue Code of 1986, as amended (the "Code"), or any interest or
             penalties are incurred by Executive with respect to such excise tax
             (such excise tax, together with any such interest and penalties,
             are hereinafter collectively referred to as the "Excise Tax"), then
             the Company shall pay to Executive an additional payment (a
             "Gross-Up Payment") in an amount such that after payment by
             Executive of all taxes (including any Excise Tax) imposed upon the
             Gross-Up Payment, Executive shall retain an amount of the Gross-Up
             Payment equal to the sum of (x) the Excise Tax imposed upon the
             Payments and (y) the product of any deductions disallowed because
             of the inclusion of the Gross-up Payment in Executive's adjusted
             gross income and the highest applicable marginal rate of federal
             income taxation for the calendar year in which the Gross-up Payment
             is to be made. For purposes of determining the amount of the
             Gross-up Payment, Executive shall be deemed to (i) pay federal
             income taxes at the highest marginal rates of federal income
             taxation for the calendar year in which the Gross-up Payment is to
             be made, (ii) pay applicable state and local income taxes at the
             highest marginal rate of taxation for the calendar year in which
             the Gross-up Payment is to be made, net of the maximum reduction in
             federal income taxes which could be obtained from deduction of such
             state and local taxes and (iii) have otherwise allowable deductions
             for federal income tax purposes at least equal to those which could
             be disallowed because of the inclusion of the Gross-up payment in
             Executive's adjusted gross income.


                                       35
<PAGE>
                                                               Exhibit 10.(i)(a)


                          (ii) Subject to the provisions of the immediately
             preceding subsection (i), all determinations required to be made
             concerning the Gross-Up Payment including whether and when a
             Gross-Up Payment is required, the amount of such Gross-Up Payment
             and the assumptions to be utilized in arriving at such
             determinations, shall be made by the public accounting firm that is
             retained by the Company as of the date immediately prior to the
             Change in Control (the "Accounting Firm") which shall provide
             detailed supporting calculations both to Executive and to the
             Company within fifteen (15) business days of the receipt of notice
             from Executive or the Company that there has been a Payment, or
             such earlier time as is requested by the Company (collectively, the
             "Determination"). In the event that the Accounting Firm is serving
             as accountant or auditor for the individual, entity or group
             effecting the Change in Control, Executive may appoint another
             nationally recognized public accounting firm to make the
             determinations required hereunder (which accounting firm shall then
             be referred to as the Accounting Firm hereunder). All fees and
             expenses of the Accounting Firm shall be borne solely by the
             Company and the Company shall enter into any agreement requested by
             the Accounting Firm in connection with the performance of the
             services hereunder. The Gross-up Payment with respect to any
             Payments shall be made no later than thirty (30) days following
             such Payment. If the Accounting Firm determines that no Excise Tax
             is payable by Executive, it shall furnish Executive with a written
             opinion to such effect, and to the effect that failure to report
             the Excise Tax, if any, on Executive's applicable federal income
             tax return will not result in the imposition of a negligence or
             similar penalty. The Determination by the Accounting Firm shall be
             binding upon Executive and the Company. As a result of the
             uncertainty in the application of Section 4999 of the Code at the
             time of the Determination, it is possible that Gross-Up Payments
             which will not have been made by the Company should have been made
             ("Underpayment") or Gross-up Payments will be made by the Company
             which should not have been made ("Overpayment"), consistent with
             the calculations required to be made hereunder. In the event that
             Executive thereafter is required to make payment of any Excise Tax
             or additional Excise Tax, the Accounting Firm shall determine the
             amount of the Underpayment that has occurred and any such
             Underpayment (together with interest at the rate provided in
             Section 1274(b)(2)(B) of the Code) shall be promptly paid by the
             Company to or for Executive's benefit. In the event the amount of
             the Gross-up Payment exceeds the amount necessary to reimburse
             Executive for Executive's Excise Tax, the Accounting Firm shall
             determine the amount of the Overpayment that has been made and any
             such Overpayment (together with interest at the rate provided in
             Section 1274(b)(2) of the Code) shall be promptly paid by
             Executive(to the extent Executive have received a refund if the
             applicable Excise Tax has been paid to the Internal Revenue
             Service) to or for the benefit of the Company. Executive shall
             cooperate, to the extent Executive's expenses are reimbursed by the
             Company, with any reasonable requests by the Company in connection
             with any contests or disputes with the Internal Revenue Service in
             connection with the Excise Tax.


                                       36
<PAGE>
                                                               Exhibit 10.(i)(a)


         6. Notices.

            (a) General. For the purposes of this Agreement, notices and
all other communications provided for in this Agreement will be in writing and
will be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement (except that
all notices to the Company will be directed to the attention of the senior
officer of the Company other than Executive, with a copy to the Secretary of the
Company), or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
will be effective only upon receipt.

            (b) Notice of Termination. Any purported termination of Executive's
employment will be communicated by written Notice of Termination from one party
to the other party hereto. For purposes of this Agreement, a "Notice of
Termination" will mean a notice which will indicate the specific termination
provision in this Agreement relied upon and will set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated. The Notice of
Termination also will set forth the effective date on which Executive's
employment by the Company terminates (the "Date of Termination"; provided that
if Executive's employment with the Company terminates by reason of death, the
date of death is the Date of Termination). No purported termination by the
Company of Executive's employment will be effective if it is not effected
pursuant to a Notice of Termination satisfying the requirements of this
Section 6.

         7. Successors; Binding Agreement.

            (a) The Company will require any purchaser of all or substantially
all of the business or assets of the Company, by agreement in form and substance
satisfactory to Executive, to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform
it if no such purchase had taken place. As used in this Agreement, "Company"
will mean the Company as hereinbefore defined and any successor to its business
or assets which executes and delivers the agreement provided for in this Section
7(a) or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.

            (b) This Agreement will inure to the benefit of and be enforceable
by Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive should die
while any amount would still be payable to Executive hereunder if Executive had
continued to live, all such amounts, unless otherwise provided herein, will be
paid in accordance with the terms of this Agreement to Executive's devisee,
legatee or other designee or, if there be no such designee, to Executive's
estate.

         8. Dispute Resolution. Any dispute arising under this Agreement shall
be resolved by the Federal or state courts located in New York City, New York.


                                       37
<PAGE>
                                                               Exhibit 10.(i)(a)

         9. Legal Fees. If any contest or dispute shall arise under this
Agreement involving termination of Executive's employment with the Company or
involving the failure or refusal of the Company to perform fully in accordance
with the terms hereof, the Company shall reimburse Executive, on a current
basis, for all reasonable legal fees and expenses, if any, incurred by Executive
in connection with such contest or dispute (regardless of the result thereof),
together with interest in an amount equal to the base rate of Sterling National
Bank (or any successor) from time to time in effect, but in no event higher than
the maximum legal rate permissible under applicable law, such interest to accrue
from the date the Company receives Executive's statement for such fees and
expenses through the date of payment thereof by the Company, regardless of
whether or not Executive's claim is upheld by a court of competent jurisdiction;
provided, however, Executive shall be required to repay any such amounts to the
Company to the extent that a court issues a final and non-appealable order
setting forth the determination that the position taken by Executive was
frivolous or advanced by Executive in bad faith.

         10. Governing Law; Change or Termination. This Agreement will be
governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed in New York, and may not be
changed or terminated orally.

         11. Validity. The invalidity or unenforceability of any provision of
this Agreement in any respect will not affect the validity or enforceability of
such provision in any other respect or of any other provision of this Agreement,
all of which will remain in full force and effect.

         12. Waiver. The failure of a party to insist on strict adherence to any
term of this Agreement on any occasion will not be considered a waiver or
deprive that party of the right thereafter to insist on strict adherence to that
term or any other term of this Agreement. Any waiver must be in writing.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                            STERLING BANCORP

                                            By /s/  JERROLD GILBERT
                                               --------------------
                                               EVP




/s/  LOUIS J. CAPPELLI
----------------------
Louis J. Cappelli


                                       38
<PAGE>
                                                                      SCHEDULE A



                         Definition of Change in Control

         For purposes of this Agreement, a "Change in Control" will mean:

                  (A) The acquisition by any individual, entity or group (within
         the meaning of section 13(d)(3) or 14(d)(1) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of voting securities which together with the
         beneficial ownership of voting securities theretofore held comprises
         20% or more of either (i) the then outstanding common shares of the
         Company (the "Outstanding Company Common Shares") or (ii) the combined
         voting power of the then outstanding voting securities of the Company
         entitled to vote generally in the election of directors (the
         "Outstanding Company Voting Securities"); provided, however, that the
         following acquisitions will not constitute a Change in Control: (i) any
         acquisition directly from the Company (other than acquisition by virtue
         of the exercise of a conversion privilege), (ii) any acquisition by the
         Company, (iii) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by the Company or any corporation
         controlled by the Company or (iv) any acquisition by any corporation
         pursuant to a reorganization, merger or consolidation, if, following
         such reorganization, merger or consolidation, the conditions described
         in clauses (i), (ii) and (iii) of subsection (C) of this definition are
         satisfied; or

                  (B) Individuals who, as of the date hereof, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least two-thirds of the Board; provided, however, that any individual
         becoming a director subsequent to the date hereof whose election, or
         nomination for election by the shareholders of the Company, was
         approved by a vote of at least two-thirds of the Directors then
         comprising the Incumbent Board will be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of either an actual or threatened election contest
         (as such terms are used in Rule 14a-11 of Regulations 14A promulgated
         under the Exchange Act) or other actual or threatened solicitation of
         proxies or consents by or on behalf of a Person other than the Board;
         or

                  (C) Consummation of a reorganization, merger or consolidation
         of the Company or the Bank, in each case, unless, following such
         reorganization, merger or consolidation, (i) more than 60% of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such reorganization, merger or consolidation
         and the combined voting power of the then outstanding voting securities
         of such corporation entitled to vote generally in


                                       39
<PAGE>
                                                               Exhibit 10.(i)(a)


         the election of Directors is then beneficially owned, directly or
         indirectly, by all or substantially all of the individuals and entities
         who were the beneficial owners, respectively, of the outstanding
         Company Common Shares and Outstanding Company Voting Securities
         immediately prior to such reorganization, merger or consolidation, in
         substantially the same proportions as their ownership, immediately
         prior to such reorganization, merger or consolidation, of the
         Outstanding Company Common Shares and Outstanding Company Voting
         Securities, as the case may be, (ii) no Person (excluding the Company,
         any employee benefit plan (or related trust) of the Company or such
         corporation resulting from such reorganization, merger or
         consolidation) beneficially owns, directly or indirectly, 20% or more
         of, respectively, the then outstanding shares of common stock of the
         corporation resulting from such reorganization, merger or consolidation
         or the combined voting power of the then outstanding voting securities
         of such corporation, entitled to vote generally in the election of
         directors and (iii) at least two-thirds of the members of the board of
         directors of the corporation resulting from such reorganization, merger
         or consolidation were members of the Incumbent Board at the time of the
         execution of the initial agreement providing for such reorganization,
         merger or consolidation; or

                  (D) Approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company; or

                  (E) Consummation of the sale or other disposition of all or
         substantially all of the assets of the Company or the Bank, other than
         to a corporation, with respect to which following such sale or other
         disposition, (A) more than 60% of, respectively, the then outstanding
         shares of common stock of such corporation and the combined voting
         power of the then outstanding voting securities of such corporation
         entitled to vote generally in the election of directors is then
         beneficially owned, directly or indirectly, by all or substantially all
         of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Shares and Outstanding
         Company Voting Securities immediately prior to such sale or other
         disposition in substantially the same proportion as their ownership,
         immediately prior to such sale or other disposition, of the Outstanding
         Company Common Stock and Outstanding Company Voting Securities, as the
         case may be, (B) no person (excluding the Company and any employee
         benefit plan (or related trust) of the Company or such corporation)
         beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then outstanding shares of common stock of such
         corporation and the combined voting power of the then outstanding
         voting securities of such corporation entitled to vote generally in the
         election of directors and (C) at least two-thirds of the members of the
         board of directors of such corporation were members of the Incumbent
         Board at the time of the execution of the initial agreement or action
         of the Board providing for such sale or other disposition of assets of
         the Company; or

                  (F) There shall be a finding or determination by any
         regulatory agency having supervisory authority over the Company or the


                                       40
<PAGE>
                                                               Exhibit 10.(i)(a)


        Bank or a court of competent jurisdiction that a change in control (as
        defined in the Change in Bank Control Act) of the Company or the Bank
        has occurred or such an agency shall approve such a change in control or
        such a change in control shall have taken place.


                                       41
<PAGE>
                                                                      SCHEDULE B



                            Definition of Good Reason

         "Good Reason" will mean, without Executive's express written consent:

                  (A) Executive's being removed, or not being re-elected, as a
         director, or as Chairman of the Board and CEO of the Company, or as a
         director or as Chairman of the Board of the Bank, except in connection
         with termination of Executive's employment by the Company for Cause or
         Disability or by Executive without Good Reason;

                  (B) Any change in the duties or responsibilities (including
         reporting responsibilities) of Executive that is inconsistent in any
         material and adverse respect with Executive's positions(s), duties,
         responsibilities or status with the Company (including any material and
         adverse diminution of such duties or responsibilities) or (ii) a
         material and adverse change in Executive's titles or offices
         (including, if applicable, membership on the Board) with the Company or
         its affiliates;

                  (C) A reduction by the Company in Executive's Base Salary,
         Bonus or Bonus opportunity (including any material and adverse change
         in the formula for such Bonus or Bonus opportunity) as in effect
         immediately prior to a Change in Control or as the same may be
         increased from time to time;

                  (D) Assignment to Executive of any duties or withdrawal from
         Executive of any authority or change in Executive's condition of
         employment or benefits inconsistent with Sections 2 or 3 hereof, or any
         other failure by the Company to comply with any material obligation of
         the Company under Sections 2 or 3 hereof;

                  (E) The failure of the Company to (i) continue in effect any
         employee benefit plan, compensation plan, welfare benefit plan or
         material fringe benefit plan in which Executive is participating
         immediately prior to a Change in Control or the taking of any action by
         the Company which would adversely affect Executive's participation in
         or reduce Executive's benefits under any such plan, unless Executive is
         permitted to participate in other plans providing Executive with
         substantially equivalent benefits (at substantially equivalent cost
         with respect to welfare benefit plans), or (ii) provide Executive with
         paid vacation in accordance with the most favorable vacation policies
         of the Company and its affiliated companies as in effect for Executive
         immediately prior to a Change in Control, including the crediting of
         all service for which Executive had been credited under such vacation
         policies prior to a Change in Control;


                                       42
<PAGE>
                                                               Exhibit 10.(i)(a)

                  (F) The Company's requiring Executive to maintain Executive's
         principal office or conduct Executive's principal activities anywhere
         other than at the Company's principal executive offices in New York
         City;

                  (G) Any refusal by the Company to continue to permit Executive
         to engage in activities not directly related to the business of the
         Company which Executive was permitted to engage in prior to a Change in
         Control;

                  (H) Any purported termination of Executive's employment which
         is not effectuated pursuant to Section 6 (and which will not constitute
         a termination hereunder);

                  (I) The Company requiring Executive to travel on Company
         business to an extent substantially greater than the travel obligations
         of Executive immediately prior to a Change in Control;

                  (J) Failure by the Company to obtain the assumption and
         agreement to perform this Agreement by any successor as contemplated in
         Section 7(a) hereof; or

                  (K) Delivery of a Notice of Termination by the Company
         pursuant to Section 4(d)(iii) (except that the delivery of such Notice
         will be retroactively deemed not to constitute Good Reason if within 60
         days thereafter the Board will make the determination described in
         Section 4(c)(iii) (after the opportunity to be heard provided for
         therein) and such determination will not thereafter be reversed by a
         final judgment of a court of competent jurisdiction).


                                       43


</TEXT>
</DOCUMENT>
