EXHIBIT
10.6





EMPIRE
STATE BANK, N.A.


2004
STOCK OPTION PLAN




NON-STATUTORY
STOCK OPTION AGREEMENT


(OUTSIDE
DIRECTOR)




A.  Stock
options (“Options”) for a total of 5,000 shares of Common Stock, par value $5.00
per share, of Empire State Bank, N.A. (the “Association”) are hereby granted to
________________ (the “Participant”).  The grant and terms of the
Options shall be subject in all respects to the Empire State Bank, N.A. 2004
Stock Option Plan (the “Stock Option Plan”).




B.  The
Option exercise price of Common Stock is $10.50 per share, the Fair Market Value
(as defined in the Stock Option Plan) of the Common Stock on October 19,
2004, the date of grant.




C.  The
Options granted hereunder shall be fully vested on the date of
grant.




D.  If you
terminate service with the Association for any reason other than Disability,
death, Change in Control or termination for Cause, Options will be exercisable
only as to those Options in which you are vested at the time of such termination
for a period of up to three (3) months following such termination.  If
you terminate service with the Association due to Disability, death, or a Change
in Control, your Options, whether or not exercisable at such time, will become
exercisable by you (or your legal representative or beneficiary) for five (5)
years following your cessation of service.  In no event will the
period of exercise extend beyond the expiration of the Option
term.  If you are terminated for Cause, all rights under this
Agreement shall expire upon your termination.




E.  Options
may not be exercised if the issuance of shares of Common Stock of the
Association upon such exercise would constitute a violation of any applicable
federal or state securities or other law or regulation.  The
Participant, as a condition to exercise of the Options, shall represent to the
Association that the shares of Common Stock of the Association that he acquires
pursuant to such exercise are being acquired by such Participant for investment
and not with a present view to distribution or resale, unless counsel for the
Association is then of the opinion that such a representation is not required
under the Securities Act of 1933 or any other applicable law, regulation, or
rule of any governmental agency.




F.  Options
granted under the Stock Option Plan are generally not transferable other than to
a designated class or classes of person in the sole discretion of the
Board.




G.  A copy of
the Stock Option Plan is enclosed and your attention is invited to all the
provisions of the plan.  You will observe that you are not required to
exercise the Options as to any particular number or shares at one time, but the
Options must be exercised, if at all, and to the extent exercised, by no later
than ten years from the Date of Grant.  The Options may be exercised
during such term only in accordance with the terms of the plan.  In
the event of any inconsistency between this Agreement and the Stock Option Plan,
the terms of the Stock Option Plan will control.







H.  All
exercises of the Options must be made by executing and returning the Notice of
Exercise of Non-Statutory Stock Options attached hereto as Exhibit A, and
upon receipt of any shares of Common Stock upon the exercise of any Options, the
recipient shall complete and return to the Association the Acknowledgment of
Receipt of Non-Statutory Stock Option Shares attached hereto as Exhibit
B.








Dated:







ATTEST:
                
                
                EMPIRE
      STATE BANK, N.A.By:
                
                
                By:Anthony
      P. CostaChief
      Executive Officer














































The
Participant acknowledges receipt of a copy of the Empire State Bank, N.A. 2004
Stock Option Plan and represents that he is familiar with the terms and
provisions thereof.  The Participant hereby accepts the Options
subject to all the terms and provisions of such Stock Option
Plan.  The Participant hereby agrees to accept as binding, conclusive,
and final all decisions and interpretations of the committee established to
administer such Stock Option Plan upon any questions arising under such
plan.






Dated:




Participant’s
      Signature
 [Name]