Exhibit 10(b)
           AMENDED AND RESTATED DEFERRAL AGREEMENT


     Amended and Restated Deferral Agreement (this "Deferral
Agreement") made this 31st day of December, 1993 by and between
Republic New York Corporation, a corporation organized under the
laws of Maryland, (the "Company"), with its principal office at
452 Fifth Avenue, New York, New York 10018, and Walter H. Weiner
(the "Employee"), residing at 876 Park Avenue, New York, New York
10021.

     The Employee is presently employed by the Company as an
executive officer.  The Employee and the Company desire to make
certain changes to the investment, accounting and distribution
provisions of the Deferral Agreement dated December   , 1991 (the
"Prior Deferral Agreement"), pursuant to which the Employee is
permitted to defer the payment of certain compensation in
connection with his employment.

     In consideration of the premises and the mutual
covenants hereinafter contained, the Prior Deferral Agreement is
hereby amended and restated to read in its entirety as follows:


                Article I.  Deferred Compensation

     1. The Company agrees to defer the payment of certain
compensation earned by the Employee during each calendar year,
and such deferred compensation shall be paid to the Employee as
hereinafter provided.  The amount of compensation to be deferred
in respect of any year shall be that portion or all of the
Employee's annual salary and/or cash bonus earned for such year
as the Employee elects to defer by written notice given to the
Company prior to the first day of such year.

     2. The Company shall create and credit to a special
account on its books (hereinafter referred to as an "Account")
the amount of deferred compensation specified in paragraph l of
this Article I.  The Company shall keep separate Accounts for
deferred compensation in respect of particular years to the
extent necessary to account for differing elections and
designations hereunder regarding investments, benefit
distributions and beneficiaries for such years.  If a portion or
all of the Employee's annual salary for a year is deferred under
paragraph 1, one-twelfth of such deferred amount shall be
credited to the appropriate Account on the last day of each month
during such year.  If a portion or all of the Employee's bonus
for a year is deferred under paragraph 1, such deferred amount
shall be credited to the appropriate Account on the last day of
the month in which the Employee would have received the bonus in
cash had he not elected the deferral under paragraph 1.

     3. The balance in each Account shall be deemed for
purposes of this Agreement to be invested and reinvested in U.S.
Treasury Bills, Notes and Bonds, in deposit accounts and
certificates of deposit in U.S. and non-U.S. banking institutions
(whether denominated in U.S. or foreign currency), in such
publicly traded stocks, bonds, debt obligations, mutual funds and
other investment securities, and in such commodities, including
precious metals, as are generally available through New York City
brokerage firms, and in such bonds and other debt obligations
(whether denominated in U.S. or foreign currency) issued by
governments other than the U.S. or corporations located outside
of the U.S. as are generally available to the public, in each
case as the Employee, in his sole discretion, shall direct from
time to time, not more frequently than monthly, by written notice
given to the Company at least five business days prior to the
first day of any month.  With the consent of the Company, the
Employee may, by giving written notice to the Company, authorize
an investment manager to make the directions specified in the
preceding sentence.  Any investment or change of investment shall
be deemed made on the first business day of the month following
the Company's receipt of the Employee's or the investment
manager's, as the case may be, written notice of investment
direction or on such other day mutually agreed to by the Employee
and the Company.  Any such investment direction shall remain in
effect until affirmatively changed by a subsequent investment
direction given in the same manner, provided that the proceeds of
any investment which matures during any month shall be deemed to
be reinvested in a Republic National Bank of New York money
market account for the balance of the month or such other money
market account as the Company may determine and thereafter until
a new investment direction is made with respect to such proceeds.
Notwithstanding the foregoing, the balance in any Account for any
year may not be allocated to more than five separate investments
and no such deemed investment shall, in the Company's reasonable
judgment, impose upon the Company administrative burdens or
financial costs which are inappropriate in view of all of the
circumstances.  If no applicable investment direction is given on
or before the date on which an amount is credited to an Account,
such amount shall be initially invested in a Republic National
Bank of New York money market account or such other money market
account as the Company may reasonably determine.  The Company,
in its discretion and on such terms as it decides, may waive,
increase the maximum permitted frequency of or reduce the period
of any notice required under this paragraph, and may waive the
limitation on the number of separate investments which the
Employee or investment manager may direct with respect to any
Account.

     4. Notwithstanding the foregoing, the Company is not
required to actually make the investments pursuant to paragraph 3
of this Article I.  If the Company makes any of such investments
(including the transfer of funds to a selected investment manager
for discretionary investment and reinvestment by such investment
manager), title to and beneficial ownership of such investments
shall at all times remain with the Company, and the Employee and
his designated beneficiary or beneficiaries shall not have any
property interest whatsoever in such investments.

     5. At the end of every month, each Account shall be
increased or decreased by (a) in the case of each investment
actually made by the Company with respect to such Account, the
net amount of all income, gain or loss earned or sustained,
whether realized or unrealized, with respect to such investment,
and (b) in the case of each deemed investment with respect to
such Account, the net amount of all income, gain or loss which
would have been earned or sustained, whether realized or
unrealized, had the balance in the Account in fact been invested
and reinvested in such investment.  Each Account shall also be
charged with all payments or other distributions with respect to
such Account and with all fees and expenses (including brokerage
fees) with respect to such Account, in the case of investments
actually made, at the rates actually paid and, in the case of
investments deemed to have been made, at the rates which would
have been paid had the investments actually been made.


                Article II.  Distributions

     l. Except as otherwise provided in paragraph 4 of this
Article II, the balance in each Account shall be paid to the
Employee in one of the two following methods at the election of
the Employee:  (a) a lump-sum payment to be paid at such time as
is designated by the Employee or (b) annual installment payments
over such period of years as may be designated by the Employee.
The Employee's election and designation referred to in the
previous sentence with respect to an Account shall be made by a
written notice to the Company at the time of his deferral
election for the year or years to which the Account relates.  The
Employee may make different elections and designations with
respect to the deferred compensation of each year, with any such
different elections and designations accounted for through the
creation of separate Accounts as contemplated by paragraph 2 of
Article I.

     2. All payments to be made pursuant to paragraph 1 of
this Article II with respect to each Account shall be made in
cash, and in furtherance thereof, all investments actually made
with respect to such Account shall be sold by the Company at such
time or times as the Company may determine to effect such
payment; provided, that (a) in the case of an installment
payment, unless the Employee provides the Company with written
notice to the contrary at least 15 days prior to the date any
such payment is due, the Company may select the investments to be
sold or deemed sold to provide the cash necessary for such
payment, and (b) to the extent investments have actually been
made by the Company with respect to such Account, the Employee
may elect to receive payment in kind in lieu of cash by providing
written notice of such election to the Company at least 15 days
prior to the date of such payment.

     3. For purposes of determining the amount of a payment
referred to in paragraph 1 of this Article II with respect to an
Account, (a) the balance in such Account shall be adjusted by the
Company in the manner provided in paragraph 5 of Article I not
more than five trading days preceding such payment, (b) the
amount of such payment shall be reduced by the amount of any
expenses actually incurred or deemed to have been incurred in
connection with the sale or deemed sale of investments required
to make such payment ("selling expenses"), and (c) if the
installment method is elected with respect to any year, the
amount of each installment shall be equal to the balance in the
appropriate Account as of the date of payment (as adjusted
pursuant to clause (a) of this sentence), divided by the number
of annual installments remaining, including the installment then
being paid, and then reduced by the amount of any applicable
selling expenses.

     4. Notwithstanding any other provision in this
Deferral Agreement to the contrary, if the Company reasonably
determines that its deduction for federal income tax purposes
with respect to any payment (or portion thereof) to be made
pursuant to paragraph 1 of this Article II may be disallowed
pursuant to section 162(m) of the Internal Revenue Code of 1986,
as amended to date, the Company may, by giving written notice to
the Employee, defer such payment (or portion thereof) until the
Company's first taxable year with respect to which the Company
reasonably determines that the deductibility of such payment (or
portion thereof) would not be disallowed by such section 162(m).
Such notice shall briefly state the basis for the Company's
determination that the payment (or portion thereof) may not be
deductible.  If, in the case of any year for which the Company
determines to defer any payment pursuant to this paragraph 4, the
Employee would otherwise have received payments from more than
one Account, the Company shall disclose the same in such notice
and shall grant the Employee the option to select from the
Account or Accounts from which payments will be so deferred;
provided, that, if the Company does not receive written
instruction from the Employee regarding the selection of Accounts
within 30 days after the Company gives such notice to the
Employee, the Company shall have the right, in its sole
discretion to make such selection.


                      Article III.  Hardship

     The Company may, in its sole discretion, distribute all
or a portion of the balances in the Accounts to the Employee upon
a demonstration by the Employee of an immediate and heavy
financial need.  The amount of any distribution made pursuant to
this Article III shall be limited to the amount necessary to
satisfy such financial need.


                      Article IV.   Death

     In the event of the Employee's death prior to the
payment of all of the balances in the Accounts, unless the
Employee otherwise elects with the consent of the Company, the
Company shall pay all remaining balances in the Accounts at such
time, not later than 60 days following the Employee's death, in
one lump-sum to such beneficiary or beneficiaries designated by
the Employee in a writing filed by the Employee with the Company,
or in the absence of such a beneficiary designation, to the
Employee's estate.


             Article V.  Prior Deferral Arrangements


     With respect to any deferred compensation to which the
Employee is entitled from the Company under a bonus or incentive
plan (other than a qualified retirement plan pursuant to Section
401(a) of the Internal Revenue Code), agreement or grant in
existence on the date on which the prior Deferral Agreement was
executed (collectively, the "Previous Deferral Arrangements"),
the Employee may elect, subject to the consent of the Company, to
credit all or a portion of such deferred compensation (subject to
any term of such Previous Deferral Arrangements relating to
retroactive decreases or adjustments) to a separate Account (the
"Previous Deferral Arrangements Account") subject to the
provisions of this Deferral Agreement.  Commencing with the
effective date of any such election, all income, gain or loss
earned or sustained with respect to any deferred compensation so
credited shall be determined in accordance with the term of this
Deferral Agreement and not the Previous Deferral Arrangement from
which such deferred compensation has been credited.  The Cash
Portion defined in the Restricted Stock Election Plan of Republic
New York Corporation and Subsidiaries shall be considered
deferred compensation to which the Employee is entitled from the
Company under a Previous Deferral Arrangement.  There shall be
only one Previous Deferral Arrangements Account.  Unless the
Employee otherwise elects with the consent of the Company, the
balance in the Previous Deferral Arrangements Account shall be
paid to the Employee in the manner provided for under the
previous Deferral Arrangements.  The Company shall keep such
bookkeeping subaccounts of the Previous Deferral Arrangements
Account as is necessary to comply with the continuing applicable
provisions of Previous Deferral Arrangements.


                    Article VI.  Miscellaneous

     l. Benefits provided in this Deferral Agreement will
not be subject to garnishment, attachment, or assignment, or any
other legal process by creditors of the Employee or any person or
persons designated as beneficiaries of this Deferral Agreement or
any other payee of the benefits provided herein, except as
specifically provided herein.

     2. This Deferral Agreement creates no rights in the
Employee to continue in the employment of the Company for any
length of time, nor does it create any rights in the Employee or
his beneficiaries nor any obligations on the part of the Company,
other than those specifically provided herein.

     3. This Deferral Agreement shall be binding upon and
inure to the benefit of the Company, its successors and assigns,
and the Employee, his heirs, executors, administrators and legal
representatives.

     4. The waiver by any party of any term of this
Deferral Agreement on any occasion shall not be deemed to be a
further or continuing waiver of any such term.

     5. Written notices which the Employee must provide to
the Company under this Deferral Agreement (including, but not
limited to, deferral elections, investment directions, benefit
distribution elections and beneficiary designations) shall be
addressed to the Company at: Republic New York Corporation, 452
Fifth Avenue, New York, New York 10018, Attention:______________. 

     6. This Deferral Agreement shall be governed by,
construed and enforced in accordance with the laws of the State
of New York without giving effect to principles governing choice
of law.

     7. This Deferral Agreement may be terminated or
amended only by a writing signed by both of the parties hereto.


     IN WITNESS WHEREOF, this Deferral Agreement has been
duly executed by the Company and by the Employee on the day and
year first above written.


Witness:                      REPUBLIC NEW YORK CORPORATION

/s/ Maria L. Cherichella      By: /s/ Hillel Davis
________________________         __________________________


Witness:

/s/ Oswaldo S. Costa              /s/ Walter H. Weiner
________________________      _____________________________