February 10, 2004 **Corporate Decision #2004-6**

# March 2004

Mr. Anthony Costa

Empire State Bank, N.A. (In Organization)

2044 Route 32, Suite 6

Modena, New York 12548

Re: Application by Empire State Bank, N.A. (In Organization), Newburgh,
New York,

to establish a branch at 275 Main Street, New Paltz, Ulster County, New
York

Application Control Number: 2003-NE-05-0105

Dear Mr. Costa:

This is to inform you that on February 10, 2004, the Office of the
Comptroller of the Currency ("OCC") approved your application to
establish a branch at 275 Main Street, New Paltz, Ulster County, New
York.

The branch will be established in an existing building, known as the
Lent House, which is eligible for listing in the National Register of
Historic Places. The New York State Historic Preservation Office and the
OCC agree that the bank's plans for establishing the branch would have
an adverse effect on the property. Accordingly, a Memorandum of
Agreement ("MOA") was developed to mitigate the adverse effects of the
proposal. A signed original copy of the MOA is attached.

This approval is granted based on a thorough review of all information
available, including the representations and commitments made in the
application and by the bank's representatives. This approval is subject
to the following pre-opening requirement:

> In establishing a branch at 275 Main Street, New Paltz, Ulster County,
> New York, Empire State Bank, N.A. shall carry out the measures listed
> under the Stipulations section of the MOA entered into by the bank,
> the New York State Historic Preservation Office, and the OCC. The
> measures stipulated in the MOA must be implemented before the OCC will
> authorize the branch to open.

The bank must advise the OCC's Northeastern District Licensing unit in
advance of the branch opening date so that the OCC may issue the
necessary authorization letter. Your letter should

Mr. Anthony Costa

Application Control Number: 2003-NE-05-0105

Page 2

include the exact street address and the popular name by which the
branch will be known.

Also, please be advised that if the branch is not opened within 18
months from the approval date, the approval will automatically terminate
unless the OCC grants an extension.

If at sometime in the future the bank decides to close this branch, it
must file a 90-day advance notice of proposed branch closing with the
Northeastern District Licensing unit pursuant to 12 U.S.C. 1831r-1.
Following the closing of the branch office, a final closing notice
should be submitted to that office.

This approval and the activities and communications by OCC employees in
connection with the filing do not constitute a contract, express or
implied, or any other obligation binding upon the OCC, the United
States, any agency or entity of the United States, or any officer or
employee of the United States, and do not affect the ability of the OCC
to exercise its supervisory, regulatory and examination authorities
under applicable laws and regulations. The foregoing may not be waived
or modified by any employee or agent of the OCC or the United States.

A separate letter is enclosed requesting your opinion on how we handled
your application. We would appreciate your response so we may improve
our service.

Please be advised that the OCC is now accepting branch and relocation
applications in an electronic format via National BankNet. The new
service is called e-Corp. E-Corp allows you to log on to National
BankNet, pull up a branch/relocation application form, and fill out the
application, with easy-to-follow instructions and guidance through
drop-down menus. Enclosed is a brochure describing our new service,
including instructions on how to sign up for National BankNet if you are
not already a member (no charge for enrollment in the program). If you
are already enrolled, you know the many benefits of this rich
information source. And now you can submit your branch/relocation
applications electronically - easy, convenient and a real time-saver.

If you have any questions regarding this letter, please contact Kerry
Rice, Licensing Analyst, in our Northeastern District Office at (212)
790-4055 or me at (202) 874-5060. In any correspondence regarding this
application, please reference the application control number.

Sincerely,

/s/ Robert A. Sihler

Robert A. Sihler

Senior Licensing Analyst

Attachment: Memorandum of Agreement

Enclosure: Survey