EXHIBIT
10.5


EMPIRE
STATE BANK, N.A.


2004
STOCK OPTION PLAN




STOCK
OPTION AGREEMENT


(EMPLOYEE)




A.  Stock
options (“Options”) for a total of _____ 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 the 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 vest ratably in five (5) approximately equal
installments commencing on the first anniversary of the date of grant, or on
October 19, 2005, and continuing each anniversary thereafter through
October 19, 2009.




D.  If you
terminate employment with the Association for any reason other than Disability,
death, a 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 employment 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
employment.  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 not transferable and are exercisable
during the Participant’s lifetime only by the Participant to whom they have been
granted.




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
Options granted to the Participant shall be deemed to be Incentive Stock
Options, to the extent permitted under the Internal Revenue Code and
regulations.  Any Incentive Stock Option which is not exercised within
three (3) months of termination of employment for reasons other
than









Disability
or death shall become a Nonstatutory Stock Option. Any Incentive Stock Option
not exercised within one (1) year of termination of employment due to
Disability shall become a Nonstatutory Stock Option.  In order to
obtain Incentive Stock Option treatment for an Option exercised by the heirs or
devisees of an optionee, the death of the optionee must have occurred while the
optionee is employed by the Association or within three (3) months of the
optionee’s termination of employment.




I.  All
exercises of the Options must be made by executing and returning the Notice of
Exercise of 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 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]