HUDSON VALLEY HOLDING CORP - 10-K Annual Report

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 126-2 of the Act.) Yes x No o

The aggregate market value on June 30, 2004 of voting stock held by non-affiliates of the Registrant was approximately $168,756,000.

Portions of the registrant’s definitive Proxy Statement for the 2005 Annual Meeting of Stockholders is incorporated by reference in Part III of this report.

Hudson Valley Holding Corp. (the “Company”) is a New York corporation founded in 1982. The Company is registered as a bank holding company under the Bank Holding Company Act of 1956.

The Company provides financial services through its wholly-owned subsidiary, Hudson Valley Bank (the “Bank”), a New York chartered commercial bank established in 1972. The Bank is an independent bank headquartered in Westchester County, New York. The Bank has 15 branch offices in Westchester County, New York, 2 in Bronx County, New York and 2 in Manhattan, New York. In addition, the Bank has a loan production office located in Queens County, New York. The Bank opened its second Manhattan branch location at 233 Broadway, New York, New York on April 26, 2004. In March 2005, the Bank applied for regulatory approval to open a branch location at 320 Park Avenue, New York, New York. Once opened this will be the Bank’s third branch location in Manhattan. Effective January 1, 2005, the Bank closed its loan production office located at 300 Westage Business Center Drive, Fishkill , New York (Dutchess County) due to staff turnover and inadequate loan production. In February 2005, the Bank applied for regulatory approval to convert its loan production office in Queens to a full service branch location.

Effective October 1, 2004, the Bank acquired A.R. Schmeidler & Co., Inc., a money management firm with more than $500 million in assets under management, located at 555 Fifth Avenue in Manhattan, New York. The acquisition, which was made for cash, was accounted for as a purchase. The acquired company is not a significant subsidiary for accounting purposes. This acquisition is part of the Bank’s long-term strategic decision to diversify its revenue stream beyond the core business of taking deposits and making loans in its local communities by developing or acquiring closely related businesses or branches in the surrounding areas. The acquisition will enable the Bank to expand its investment management capabilities and provide a valuable service to its customers.

On December 23, 2004, the Company entered into an Agreement and Plan of Consolidation (the “Agreement”) with New York National Bank, a national banking association (“NYNB”), whereby the Company would acquire NYNB as a wholly-owned bank subsidiary. This agreement is subject to numerous conditions, including all required regulatory approvals for which the Company and NYNB have made application as well as approval of NYNB shareholders. Management believes the acquisition of NYNB will further expand its presence in the Bronx and Manhattan where NYNB currently operates 5 branch locations. The Company anticipates that the acquisition will close by June 30, 2005 subject to the receipt of regulatory approvals and the satisfaction of other conditions contained in the Agreement.

The Company and the Bank derive substantially all of their revenue and income from providing banking and related services to small and medium-sized businesses, professionals, municipalities, not-for-profit organizations and individuals within its market area. See “Our Market Area.”

Our principal executive offices are located at 21 Scarsdale Road, Yonkers, New York 10707.

The Bank’s principal customers are small and medium-sized businesses, professionals, municipalities, not-for-profit organizations and individuals. The Bank’s strategy is to operate as a community-oriented banking institution dedicated to providing personalized service to customers and focusing on products and services for selected segments of the market. The Bank believes that its ability to attract and retain customers is due primarily to its focused approach to its markets, its personalized and professional services, its product offerings, its experienced staff, its knowledge of its local markets and its ability to provide responsive solutions to customer needs. The Bank provides these products and services to a diverse range of customers and does not rely on a single large depositor for a significant percentage of deposits. The Bank anticipates that it will continue to expand in its current market and surrounding area by acquiring other banks and related businesses, adding staff and continuing to open new branch offices and loan production offices.

This Annual Report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or the banking industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. For a discussion of some factors that could adversely effect our future performance, see “Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements.”

In 1991, the Bank formed a wholly-owned subsidiary, Hudson Valley Investment Corp., a Delaware corporation, primarily for the purpose of acquiring and managing a portfolio of investment securities, some of which were previously owned by the Bank. The Bank previously disclosed that it intended to liquidate this subsidiary, transferring all assets and liabilities to the Bank. Management has subsequently determined that the subsidiary should continue in operation and, therefore, will not be liquidated.

In 1993, the Bank formed a wholly-owned subsidiary, Sprain Brook Realty Corp., primarily for the purpose of holding property obtained by the Bank through foreclosure in its normal course of business.

In 1997, the Bank formed a subsidiary (of which the Bank owns more than 99 percent of the voting stock), Grassy Sprain Real Estate Holdings, Inc., a real estate investment trust, primarily for the purpose of acquiring and managing a portfolio of mortgage-backed securities, loans collateralized by real estate and other investment securities previously owned by the Bank.

In 2001, the Bank began originating lease financing transactions through a wholly owned subsidiary, HVB Leasing Corp.

In 2002, the Bank formed two wholly-owned subsidiaries. HVB Realty Corp. owns and manages five branch locations in Yonkers, New York and HVB Employment Corp. leases certain branch staff to the Bank.

In 2004, the Bank acquired for cash A.R. Schmeidler & Co., Inc. as a wholly-owned subsidiary in a transaction accounted for as a purchase. This money management firm provides investment management services to its customers thereby generating fee income.

The Company has no separate operations or revenues apart from the Bank and its subsidiaries. The Bank and its subsidiaries are referred to collectively as the “Bank”.

At December 31, 2004, we employed 281 full-time employees and 28 part-time employees. We provide a variety of benefit plans, including group life, health, dental, disability, retirement and stock option plans. We consider our employee relations to be satisfactory.

Westchester County is a suburban county located in the northern sector of the New York metropolitan area. It has a large and varied economic base containing many corporate headquarters, research facilities, manufacturing firms as well as well-developed trade and service sectors. The median household income, based on 2002 census data, was $62,762. The County’s 2002 per capita income of $37,170 placed Westchester County among the highest of nation’s counties. In 2002, the County’s unemployment rate was 4.1 percent, as compared to New York State at 6.1 percent and the United States at 5.8 percent. The County has over 30,000

New York City, which borders Westchester County, is the nation’s financial capital and the home of more than 8 million individuals representing virtually every race and nationality. According to the 2002 census data, the median household income in the city was $41,603, while the per capita income was $25,472. This places New York City in the top ranks of cities across the United States. The city also has a vibrant and diverse business community with more than 590,000 businesses and professional service firms. New York City is comprised of five counties or boroughs: Bronx, Kings (Brooklyn), New York (Manhattan), Queens and Richmond (Staten Island).

The city has many attractive attributes and the Bank believes that there is an opportunity for a community bank to service the small business and professionals niches very effectively. The Bank expanded into the New York City market with the opening of its first branch in the Bronx in 1999 and subsequently opened a second branch in this borough in 2002. The Bank entered the Manhattan market with the opening of a full-service branch in the Lincoln Building in 2002 and, in April 2004, a second full-service branch in lower Manhattan in the Woolworth Building. Further expansion in the city continued in 2003 with the opening of a loan production office in Rego Park, Queens. During the first quarter of 2005, the Bank applied for regulatory approval to convert this loan production office to a full service branch and to open a third Manhattan branch at 320 Park Avenue, New York, New York. The Bank will continue to evaluate expansion opportunities in these three, as well as the other two boroughs of New York City.

The banking and financial services business in the Bank’s market area is highly competitive. There are approximately 19 commercial banks with branch banking offices in our Westchester County and New York City market area. In addition, a number of other depository institutions compete in our market area including savings banks, savings and loan associations, credit unions and brokerage houses. The branches of the Bank compete with local offices of large New York City commercial banks due to their proximity to and location within New York City. Other financial institutions, such as mutual funds, finance companies, factoring companies, mortgage bankers and insurance companies, also compete with the Bank for both loans and deposits. The Bank is smaller in size than most of its competitors. In addition, many non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks.

Competition for depositors’ funds and for credit-worthy loan customers is intense. A number of larger banks are increasing their efforts to serve smaller commercial borrowers. Competition among financial institutions is based upon interest rates and other credit and service charges, the quality of service provided, the convenience of banking facilities, the products offered and, in the case of larger commercial borrowers, relative lending limits.

Federal legislation permits adequately capitalized bank holding companies to expand across state lines to offer banking services. In light of this, it is possible for large organizations to enter many new markets, including our market area. Many of these competitors, by virtue of their size and resources, may enjoy efficiencies and competitive advantages over the Bank in pricing, delivery and marketing of their products and services. The passage of the Financial Services Modernization Act of 1999 (the “Gramm-Leach-Bliley Act”) may also increase the number of powerful competitors in our market by allowing other financial institutions to form or acquire banking subsidiaries.

In response to competition, we have focused our attention on customer service and on addressing the needs of small to medium-sized businesses, professionals and not-for-profit organizations located in the communities in which we operate. We emphasize community relations and relationship banking. We believe that, despite the continued growth of large institutions and the potential for large out-of-area banking and financial institutions to enter our market area, there will continue to be opportunities for efficiently-operated, service-oriented, well-capitalized, community-based banking organizations to grow by serving customers that are not served well by larger institutions or do not wish to bank with such large institutions.

The Company’s strategy is to increase earnings through growth within its existing market. The Bank’s primary market area, Westchester County and New York City, has a high concentration of the types of customers that the Bank desires to serve. The Bank expects to continue to expand by opening new full service banking facilities and loan production offices, by expanding deposit gathering and loan originations in its market area, by enhancing and expanding computerized and telephonic products, by diversifying its products and services, by acquiring other banks and related businesses and through strategic alliances and contractual relationships.

During the past five years, the Company has focused on maintaining existing customer relationships and adding new relationships by providing products and services that meet these customers’ needs. The focus of the Bank’s products and services continues to be small and medium size businesses, professionals, not-for-profit organizations and municipalities. The Bank has expanded its market from Westchester County to include sections of New York City. The Bank has opened eight new facilities during the past five years, one in White Plains, Westchester County, one in Yonkers, Westchester County, two in Manhattan, New York, one in Dutchess County, one in Queens County, and two in Bronx County, New York and anticipates opening at least one additional facility during 2005. The Bank closed its loan production office in Dutchess County effective January 1, 2005. The Bank expects to continue to open additional facilities in the future. The Bank has invested in technology based products and services to meet customer needs. In addition, the Bank has expanded products and services in its deposit gathering and lending programs, and its offering of investment management and trust services. As a result, the Bank has approximately doubled its total assets during this five year period.

The Bank engages in a variety of lending activities which are primarily categorized as real estate, commercial and industrial, individual and lease financing. At December 31, 2004, gross loans totaled $877.0 million. Gross loans were comprised of the following loan types:

At December 31, 2004, the Bank’s unsecured lending limit to one borrower under applicable regulations was approximately $24.2 million.


	(ii)	the establishment of individual lending authorities well below the Bank’s legal lending authority,

	(iii)	the involvement by senior management and the Board of Directors in the loan approval process for designated categories, types or amounts of loans,


	(iv) an awareness of concentration by industry or collateral, and

	(v) the monitoring of loans for timely payment and to seek to identify potential problem loans.

The Bank utilizes its credit department to assess acceptable and unacceptable credit risks based upon the Bank’s established underwriting criteria. The Bank utilizes its loan officers, branch managers and credit department to identify changes in a borrower’s financial condition that may affect the borrower’s ability to perform in accordance with loan terms. Lending policies and procedures place an emphasis on assessing a borrower’s income flow as well as collateral values. Further, the Bank utilizes systems and analysis which assist in monitoring loan delinquencies. The Bank utilizes its loan officers, loan collection department and legal counsel in collection efforts on past due loans. Additional collateral or guarantees may be requested where delinquencies remain unresolved.

An independent loan review department reviews loans in the Bank’s portfolio and assigns a risk grading to each reviewed loan. Loans are reviewed based upon the type of loan, the collateral for the loan, the amount of the loan and any other pertinent information. The loan review department reports directly to the Board of Directors.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Loan Portfolio” for further information related to the Company’s loan portfolio and lending activities.

The Bank offers deposit products ranging in maturity from demand-type accounts to certificates of deposit with maturities of up to 5 years. The Bank’s deposits are generally derived from customers within its primary marketplace. The Bank solicits only certain types of deposits from outside its market area, primarily from certain professionals and government agencies.

The Bank sets its deposit rates to remain generally competitive with other financial institutions in its market, although the Bank does not generally seek to match the highest rates paid by competing institutions. The Bank has established a process to review interest rates on all deposit products and, based upon this process, updates its deposit rates weekly. The Company’s Asset/ Liability Management Policy and its Liquidity Policy set guidelines to manage overall interest rate risk and liquidity. These guidelines can affect the rates paid on deposits. Deposit rates are reviewed under these policies periodically since deposits are the Bank’s primary source of liquidity.

The Bank offers deposit pick up services for certain business customers. The Bank has 11 automated teller machines, or ATMs, at various locations, which generate activity fees based on use by other banks’ customers.

For more information regarding the Bank’s deposits, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Deposits.”

The Bank provides investment management services to its customers and others through its subsidiary A. R. Schmeidler & Co., Inc., which it acquired in October 2004. The acquisition of this company by the Bank has allowed the Bank to expand its investment management services to its customers and to expand its revenue by offering such services. The Bank anticipates that it will continue to expand this line of business.

The Bank also provides a software application to a limited number of customers designed to meet the specific administrative needs of bankruptcy trustees through a marketing and licensing agreement with the application vendor. The Bank has no current plans to expand this line of business. In addition, the Bank has participated in loans originated by various other financial institutions within the normal course of business and within standard industry practices.

Banks and bank holding companies are extensively regulated under both federal and state law. We have set forth below brief summaries of various aspects of supervision and regulation which do not purport to be complete and which are qualified in their entirety by reference to applicable laws, rules and regulations.

As a bank holding company, the Company is regulated by and subject to the supervision of the Board of Governors of the Federal Reserve System (the “FRB”) and is required to file with the FRB an annual report and such other information as may be required. The FRB has the authority to conduct examinations of the Company as well.

The Bank Holding Company Act of 1956 (the “BHC Act”) limits the types of companies which we may acquire or organize and the activities in which they may engage. In general, a bank holding company and its subsidiaries are prohibited from engaging in or acquiring control of any company engaged in non-banking activities unless such activities are so closely related to banking or managing and controlling banks as to be a proper incident thereto. Activities determined by the FRB to be so closely related to banking within the

meaning of the BHC Act include operating a mortgage company, finance company, credit card company, factoring company, trust company or savings association; performing certain data processing operations; providing limited securities brokerage services; acting as an investment or financial advisor; acting as an insurance agent for certain types of credit-related insurance; leasing personal property on a full-payout, non-operating basis; providing tax planning and preparation service; operating a collection agency; and providing certain courier services. The FRB also has determined that certain other activities, including real estate brokerage and syndication, land development, property management and underwriting of life insurance unrelated to credit transactions, are not closely related to banking and therefore are not proper activities for a bank holding company.

The BHC Act requires every bank holding company to obtain the prior approval of the FRB before acquiring substantially all the assets of, or direct or indirect ownership or control of more than five percent of the voting shares of, any bank. Subject to certain limitations and restrictions, a bank holding company, with the prior approval of the FRB, may acquire an out-of-state bank.

In November 1999, Congress amended certain provisions of the BHC Act through passage of the Gramm-Leach-Bliley Act. Under this legislation, a bank holding company may elect to become a “financial holding company” and thereby engage in a broader range of activities than would be permissible for traditional bank holding companies. In order to qualify for the election, all of the depository institution subsidiaries of the bank holding company must be well capitalized and well managed, as defined under FRB regulations, and all such subsidiaries must have achieved a rating of “satisfactory” or better with respect to meeting community credit needs. Pursuant to the Gramm-Leach-Bliley Act, financial holding companies are permitted to engage in activities that are “financial in nature” or incidental or complementary thereto, as determined by the FRB. The Gramm-Leach-Bliley Act identifies several activities as “financial in nature”, including, among others, insurance underwriting and agency activities, investment advisory services, merchant banking and underwriting, and dealing in or making a market in securities.

The Company believes it would meet the regulatory criteria that would enable it to elect to become a financial holding company. The Company has not yet determined whether to make such an election.

The Gramm-Leach-Bliley Act also makes it possible for entities engaged in providing various other financial services to form financial holding companies and form or acquire banks. Accordingly, the Gramm-Leach-Bliley Act makes it possible for a variety of financial services firms to offer products and services comparable to the products and services offered by the Bank.

There are various statutory and regulatory limitations regarding the extent to which present and future banking subsidiaries of the Company can finance or otherwise transfer funds to the Company or its non-banking subsidiaries, whether in the form of loans, extensions of credit, investments or asset purchases, including regulatory limitation on the payment of dividends directly or indirectly to the Company from the Bank. Federal and state bank regulatory agencies also have the authority to limit further the Bank’s payment of dividends based on such factors as the maintenance of adequate capital for such subsidiary bank, which could reduce the amount of dividends otherwise payable. Under applicable banking statutes, at December 31, 2004, the Bank could have declared additional dividends of approximately $34.6 million to the Company without prior regulatory approval.

Under the policy of the FRB, the Company is expected to act as a source of financial strength to its banking subsidiaries and to commit resources to support its banking subsidiaries in circumstances where we might not do so absent such policy. In addition, any subordinated loans by the Company to its banking subsidiaries would also be subordinate in right of payment to depositors and obligations to general creditors of such subsidiary banks. The Company currently has no loans to the Bank.

The FRB has established capital adequacy guidelines for bank holding companies that are similar to the Federal Deposit Insurance Corporation (“FDIC”) capital requirements for the Bank described below. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources” and Note 10 to the Consolidated Financial Statements. As of December 31, 2004, our Tier 1 and Total risk-based capital ratios were 14.5 percent and 15.6 percent, respectively, and our leverage capital ratio

The Bank is organized under the Banking Law of the State of New York. Its operations are subject to federal and state laws applicable to commercial banks and to extensive regulation, supervision and examination by the New York Superintendent of Banks and the Banking Board of the State of New York, as well as by the FDIC, as its primary federal regulator and insurer of deposits. While the Bank is not a member of the Federal Reserve System, it is subject to certain regulations of the FRB. In addition to banking laws, regulations and regulatory agencies, the Bank is subject to various other laws, regulations and regulatory agencies, all of which directly or indirectly affect the Bank’s operations. The New York Superintendent of Banks and the FDIC examine the affairs of the Bank for the purpose of determining its financial condition and compliance with laws and regulations.

The New York Superintendent of Banks and the FDIC have significant discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such policies whether by the FDIC, Congress, the New York Superintendent of Banks or the New York Legislature could have a material adverse impact on the Bank.

Federal laws and regulations also limit, with certain exceptions, the ability of state banks to engage in activities or make equity investments that are not permissible for national banks. The Company does not expect such provisions to have a material adverse effect on the Company or the Bank.

The FDIC has adopted risk-based capital guidelines to which FDIC-insured, state-chartered banks that are not members of the Federal Reserve System, such as the Bank, are subject. The guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to the differences in risk profiles among banking organizations. Banks are required to maintain minimum levels of capital based upon their total assets and total “risk-weighted assets.” For purposes of these requirements, capital is comprised of both Tier 1 and Tier 2 capital. Tier 1 capital consists primarily of common stock and retained earnings. Tier 2 capital consists primarily of loan loss reserves, subordinated debt, and convertible securities. In determining total capital, the amount of Tier 2 capital may not exceed the amount of Tier 1 capital. A bank’s total “risk-based assets” are determined by assigning the bank’s assets and off-balance sheet items (e.g., letters of credit) to one of four risk categories based upon their relative credit risks. The greater the risk associated with an asset, the greater the amount of such asset that will be subject to capital requirements. Banks must satisfy the following three minimum capital standards:


	(1) Tier 1 capital in an amount equal to between 4 percent and 5 percent of total assets (the “leverage ratio”);

	(2) Tier 1 capital in an amount equal to 4 percent of risk-weighted assets; and

	(3) total Tier 1 and Tier 2 capital in an amount equal to 8 percent of risk-weighted assets.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), defines specific capital categories based upon an institution’s capital ratios. The capital categories, in declining order, are: (i) well capitalized; (ii) adequately capitalized; (iii) undercapitalized; (iv) significantly undercapitalized; and (v) critically undercapitalized. Under FDICIA and the FDIC’s prompt corrective action rules, the FDIC may take any one or more of the following actions against an undercapitalized bank: restrict dividends and management fees, restrict asset growth and prohibit new acquisitions, new branches or new lines of business without prior FDIC approval. If a bank is significantly undercapitalized, the FDIC may also require the bank to raise capital, restrict interest rates a bank may pay on deposits, require a reduction in assets, restrict any activities that might cause risk to the bank, require improved management, prohibit the acceptance of deposits from correspondent banks and restrict compensation to any senior executive officer. When a bank becomes critically undercapitalized, (i.e., the ratio of tangible equity to total assets is equal to or less than 2 percent), the FDIC must, within 90 days thereafter, appoint a receiver for the bank or take such action as the FDIC determines would better achieve the purposes of the law. Even where such other action is taken, the FDIC

To be considered “adequately capitalized,” an institution must generally have a leverage ratio of at least 4 percent, a Tier 1 capital to risk-weighted assets ratio of at least 4 percent and total Tier 1 and Tier 2 capital to risk-weighted assets ratio of at least 8 percent. To be categorized as “well capitalized,” the Bank must maintain a minimum total risk-based capital ratio of 10 percent, a Tier 1 risk-based capital ratio of at least 6 percent and a Tier 1 leverage ratio of at least 5 percent. As of December 31, 2004, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions that we believe have changed the Bank’s category.

Federal law requires each federal banking agency to prescribe for depository institutions under its jurisdiction standards relating to, among other things: internal controls; information systems and audit systems; loan documentation; credit underwriting; interest rate risk exposure; asset growth; compensation; fees and benefits; and such other operational and managerial standards as the agency deems appropriate. The federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness (the “Guidelines”) to implement these safety and soundness standards. The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The Guidelines address internal controls and information systems; internal audit system; credit underwriting; loan documentation; interest rate risk exposure; asset quality; earnings and compensation; fees and benefits. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the Guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard set by the Federal Deposit Insurance Act. The final regulations establish deadlines for submission and review of such safety and soundness compliance plans.

The federal banking agencies also have adopted final regulations for real estate lending prescribing uniform guidelines for real estate lending. The regulations require insured depository institutions to adopt written policies establishing standards, consistent with such guidelines, for extensions of credit secured by real estate. The policies must address loan portfolio management, underwriting standards and loan to value limits that do not exceed the supervisory limits prescribed by the regulations.

The FDIC has implemented a risk-based assessment system, under which an institution’s deposit insurance premium assessment is based on the probability that the deposit insurance fund will incur a loss with respect to the institution, the likely amount of any such loss, and the revenue needs of the deposit insurance fund.

Under this risk-based assessment system, banks are categorized into one of three capital categories (well capitalized, adequately capitalized, and undercapitalized) and one of three categories based on supervisory evaluations by its primary federal regulator (in the Bank’s case, the FDIC). The three supervisory categories are: financially sound with only a few minor weaknesses (Group A), demonstrates weaknesses that could result in significant deterioration (Group B), and poses a substantial probability of loss (Group C). The capital ratios used by the FDIC to define well-capitalized, adequately capitalized and undercapitalized are the same in the FDIC’s prompt corrective action regulations. The Bank is currently considered a “Well Capitalized Group A” institution and, therefore, is not subject to any quarterly FDIC Bank Insurance Fund (“BIF”) assessments. This could change in the future based on the capitalization of the BIF.

FDIC insurance of deposits may be terminated by the FDIC, after notice and hearing, upon a finding by the FDIC that the insured institution has engaged in unsafe or unsound practices, or is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule or order of, or conditions imposed by, the FDIC. Neither the Company nor the Bank is aware of any practice, condition or violation that might lead to termination of deposit insurance.

Under the Community Reinvestment Act (“CRA”), as implemented by FDIC regulations, the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not prescribe specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the FDIC, in connection with its examination of a savings institution, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution. The Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”) amended the CRA to require public disclosure of an institution’s CRA rating and require the FDIC to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. Institutions are evaluated and rated by the FDIC as “Outstanding”, “Satisfactory”, “Needs to Improve” or “Substantial Non Compliance.” Failure to receive at least a “Satisfactory” rating may inhibit an institution from undertaking certain activities, including acquisitions of other financial institutions, which require regulatory approval based, in part, on CRA Compliance considerations. As of its last CRA examination in December 2001, the Bank received a rating of “Satisfactory.”

The USA Patriot Act of 2001, signed into law on October 26, 2001, enhances the powers of domestic law enforcement organizations and makes numerous other changes aimed at countering the international terrorist threat to the security of the United States. Title III of the legislation most directly affects the financial services industry. It is intended to enhance the federal government’s ability to fight money laundering by monitoring currency transactions and suspicious financial activities. The USA Patriot Act has significant implications for depository institutions and other businesses involved in the transfer of money. Under the USA Patriot Act, a financial institution must establish due diligence policies, procedures and controls reasonably designed to detect and report money laundering through correspondent accounts and private banking accounts. Financial institutions must follow regulations adopted by the Treasury Department to encourage financial institutions, their regulatory authorities, and law enforcement authorities to share information about individuals, entities, and organizations engaged in or suspected of engaging in terrorist acts or money laundering activities. Financial institutions must follow regulations adopted by the Treasury Department setting forth minimum standards regarding customer identification. These regulations require financial institutions to implement reasonable procedures for verifying the identity of any person seeking to open an account, maintain records of the information used to verify the person’s identity, and consult lists of known or suspected terrorists and terrorist organizations provided to the financial institution by government agencies. Every financial institution must establish anti-money laundering programs, including the development of internal policies and procedures, designation of a compliance officer, employee training, and an independent audit function. The passage of the USA Patriot Act has increased the compliance activities of the Bank, but has not otherwise affected its operations.

The Company’s and Bank’s business and earnings depend in large part on differences in interest rates. One of the most significant factors affecting the Company’s and the Bank’s earnings is the difference between (1) the interest rates paid by the Bank on its deposits and its other borrowings (liabilities) and (2) the interest rates received by the Bank on loans made to its customers and securities held in its investment portfolio (assets). The value of and yield on its assets and the rates paid on its liabilities are sensitive to changes in prevailing market rates of interest. Therefore, the earnings and growth of the Company and the Bank will be influenced by general economic conditions, the monetary and fiscal policies of the federal government, including the Federal Reserve System, whose function is to regulate the national supply of bank credit in order to influence inflation and overall economic growth. Its policies are used in varying combinations to influence overall growth of bank loans, investments and deposits and may also affect interest rates charged on loans, earned on investments or paid for deposits.

In view of changing conditions in the national and local economies, no prediction can be made by the Company as to possible future changes in interest rates, deposit levels, loan demand, or availability of investment securities and the resulting effect on the business or earnings of the Company and the Bank.

In 2004, we acquired all of the stock of A. R. Schmeidler & Co., Inc., a money manager registered as an investment adviser under the federal Investment Advisers Act of 1940. A. R. Schmeidler and its representatives are also registered under the laws of various states regulating investment advisers and their representatives. Regulation under the Investment Advisers Act requires the filing and updating of a Form ADV, filed with the Securities and Exchange Commission. The Investment Advisers Act regulates, among other things, the fees that may be charged to advisory clients, the custody of client funds, relationships with brokers and the maintenance of books and records.

Our markets are intensely competitive, and our principal competitors are larger than us.

We face significant competition both in making loans and in attracting deposits. This competition is based on, among other things, interest rates and other credit and service charges, the quality of services rendered, the convenience of the banking facilities, the range and type of products offered and the relative lending limits in the case of loans to larger commercial borrowers. Westchester County and New York City have a very high density of financial institutions, many of which are branches of institutions which are significantly larger than us and have greater financial resources and higher lending limits. Many of these institutions offer services that we do not or cannot provide. Nearly all such institutions compete with us to varying degrees.

Our competition for loans comes principally from commercial banks, savings banks, savings and loan associations, credit unions, mortgage banking companies, insurance companies and other financial service companies. Our most direct competition for deposits has historically come from commercial banks, savings banks, savings and loan associations, and money market funds and other securities funds offered by brokerage firms and other similar financial institutions. We face additional competition for deposits from non-depository competitors such as the mutual fund industry, securities and brokerage firms, and insurance companies.

Competition may increase in the future as a result of regulatory change in the financial services industry. We expect to face increased competitive pressure from non-banking sources as a result of the Gramm-Leach-Bliley Act, which permits banks and bank holding companies to affiliate more easily with other financial service institutions, such as insurance companies and brokerage firms.

We operate in a highly regulated industry and could be adversely affected by governmental monetary policy or regulatory change.

The Company, as a bank holding company, and the Bank are subject to regulation by several government agencies, including the FRB, the FDIC, the New York Superintendent of Banks, and the Banking Board of the State of New York. Changes in governmental economic and monetary policy not only can affect the ability of the Bank to attract deposits and make loans, but can also affect the demand for business and personal lending and for real estate mortgages.

Government regulations affect virtually all areas of our operations, including our range of permissible activities, products and services, the geographic locations in which our services can be offered, the amount of capital required to be maintained to support operations, the right to pay dividends and the amount which the Bank can pay to obtain deposits. The passage of the Gramm-Leach-Bliley Act, which permits banks and bank holding companies to affiliate more easily with other financial service firms, could significantly change the nature of the financial services market over the next few years. There can be no assurance that we will be able to adapt successfully to changes initiated by this or other governmental or regulatory action.

Our efforts to expand within our market and provide additional services by acquiring smaller banks and related businesses may not prove to be successful, and may subject us to unexpected costs or liabilities.

We recently acquired a money management firm, A.R. Schmeidler & Co., Inc., and have agreed to acquire, subject to various conditions, a community-based national bank located in the Bronx. We could have difficulty integrating these new businesses within our organization, and the new businesses may not generate the revenues that we anticipate. In addition, we could be subject to new and unexpected liabilities as a result of making these acquisitions.

The Bank’s profitability, like that of most banking institutions, depends to a large extent upon its net interest income. Net interest income is the difference between interest income received on interest-earning assets, including loans and securities, and the interest paid on interest-bearing liabilities, including deposits and borrowings. Accordingly, the Bank’s results of operations and financial condition depend largely on movements in market interest rates and its ability to manage its assets and liabilities in response to such movements.

The Bank tries to manage its interest rate risk exposure by closely monitoring its assets and liabilities in an effort to reduce the effects of changes in interest rates primarily by altering the mix and maturity of the Bank’s loans, investments and funding sources.

Currently, the Bank’s income would be minimally changed in the twelve months following December 31, 2004 due to changes in the interest rate environment. However, a continuation of the current trend of rising short-term interest rates and a flattening of the yield curve could have an adverse effect on the Bank’s net interest income by decreasing the spread between the rates earned on assets and paid on liabilities. Changes in interest rates also affect the volume of loans originated by the Bank, as well as the value of its loans and other interest-earning assets, including investment securities.

In addition, changes in interest rates may result in an increase in higher cost deposit products within the Bank’s existing portfolio, as well as a flow of funds away from bank accounts into direct investments (such as U.S. Government and corporate securities, and other investment instruments such as mutual funds) to the extent that the Bank may not pay rates of interest competitive with these alternative investments. “See Quantitative and Qualitative Disclosures About Market Risk.”

We may incur liabilities under federal and state environmental laws with respect to foreclosed properties.

Approximately 87% of the loans held by the Bank as of December 31, 2004 were secured, either on a primary or secondary basis, by real estate. Approximately half of these loans were commercial real estate loans, with most of the remainder being for single or multi-family residences. The Bank currently does not own any property acquired on foreclosure. However, the Bank has in the past and may in the future acquire properties through foreclosure on loans in default. Under federal and state environmental laws, the Bank could face liability for some or all of the costs of removing hazardous substances, contaminants or pollutants from properties acquired by the Bank on foreclosure. While other persons might be primarily liable, such persons might not be financially solvent or able to bear the full cost of the clean up. It is also possible that a lender that has not foreclosed on property but has exercised unusual influence over the borrower’s activities may be required to bear a portion of the clean up costs under federal or state environmental laws.

A downturn in the economy in our market area would adversely affect our loan portfolio and our growth potential.

Our primary lending market area is concentrated in Westchester County, New York and New York City with a primary focus on small to medium-sized businesses, professionals and not-for-profit organizations located in this area. Accordingly, the asset quality of our loan portfolio is largely dependent upon the area’s economy and real estate markets. A downturn in the economy in our primary lending area would adversely affect our operations and limit our future growth potential.

The banking industry continues to undergo rapid technological changes, with frequent introductions of new technology-driven products and services. In addition to improving customer services, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, on our ability to address the needs of customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. There can be no assurance that we will be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to the public.

In addition, because of the demand for technology-driven products, banks are increasingly contracting with outside vendors to provide data processing and core banking functions. The use of technology-related products, services, delivery channels and processes exposes a bank to various risks, particularly transaction, strategic, reputation and compliance risks. There can be no assurance that we will be able to successfully manage the risks associated with our increased dependency on technology.

Our profitability depends on our customers’ ability to repay their loans and our ability to make sound judgments concerning credit risk.

There are risks inherent in making all loans, including risks with respect to the period of time over which loans may be repaid, risks resulting from changes in economic conditions, risks inherent in dealing with individual borrowers, and, in the case of a collateralized loan, risks resulting from uncertainties about the future value of the collateral. We maintain an allowance for loan losses based on, among other things, historical experience, an evaluation of economic conditions, and regular reviews of delinquencies and loan portfolio quality. Our judgment as to the adequacy of the allowance for loan losses is based upon a number of assumptions which we believe to be reasonable but which may or may not prove to be correct. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the allowance for loan losses will not be required. Additions to the allowance for loan losses would result in a decrease in net income and capital.

The Company’s website address is http://www.hudsonvalleybank.com. The Company makes available free of charge on its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. The Company provides electronic or paper copies of its filings free of charge upon request.

The principal executive offices of the Company and the Bank, including administrative and operating departments, are located at 21 Scarsdale Road, Yonkers, New York, in premises that are owned by the Bank. The Bank’s main branch is located at 35 East Grassy Sprain Road, Yonkers, New York, in premises that are leased by the Bank.

In addition to the main branch, the Bank operates 14 branches in Westchester County, New York. The following seven branches are owned by the Bank: 37 East Main Street, Elmsford, New York; 61 South Broadway, Yonkers, New York; 150 Lake Avenue, Yonkers, New York; 865 McLean Avenue, Yonkers, New York; 512 South Broadway, Yonkers, New York; 21 Scarsdale Road, Yonkers, New York; and 664 Main Street, Mount Kisco, New York. The following seven branches are leased by the Bank: 403 East Sandford Boulevard, Mount Vernon, New York; 1835 East Main Street, Peekskill, New York; 500 Westchester Avenue, Port Chester, New York; 233 Marble Avenue, Thornwood, New York; 328 Central Avenue, White Plains, New York, Five Huguenot Street, New Rochelle, New York and 40 Church Street, White Plains, New York.

In addition to the branches in Westchester County, the Bank operates two branches in Bronx, New York, one at 3130 East Tremont Avenue and one at 975 Allerton Avenue, both in premises leased by the Bank. The Bank also operates two branches in Manhattan, New York at 60 East 42nd Street, New York, New York and

Of the leased properties, 6 properties, located in Peekskill, Port Chester, New Rochelle, Manhattan, Rego Park and Fishkill, New York, have lease terms that expire within the next 2 years, with each lease subject to the Bank’s renewal option. The Bank currently expects to exercise its renewal option on the leases of each of these properties except for the premises lease in Fishkill, New York, which expires in September 2005.

The Bank’s subsidiary, A. R. Schmeidler & Co., Inc is located at 555 Fifth Avenue, New York, New York in premises leased by the subsidiary. This lease expires in December 2006. A. R. Schmeidler & Co., Inc currently expects to exercise its renewal option.

The Bank currently operates 10 ATM machines, 9 of which are located in the Bank’s facilities. One ATM is located at an off-site location — St. Joseph’s Hospital in Yonkers, New York.

In the opinion of management, the premises, fixtures and equipment used by the Company and the Bank are adequate and suitable for the conduct of their businesses. All facilities are well maintained and provide adequate parking.

Various claims and lawsuits are pending against the Company and its subsidiaries in the ordinary course of business. In the opinion of management, after consultation with legal counsel, resolution of each matter is not expected to have a material effect on the financial condition or results of operations of the Company and its subsidiaries.

No matters were submitted to a vote of shareholders of Hudson Valley Holding Corp. during the fourth quarter of 2004.

ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock was held of record as of March 1, 2005 by approximately 845 shareholders. The Company’s common stock trades on a limited and sporadic basis in the over-the-counter market under the symbol “HUVL”. The Company has historically purchased shares of common stock from shareholders at a price that the Company believes to be the fair market value at the time. Some of these purchases are made pursuant to Stock Restriction Agreements which give the Company a right of first refusal if the shareholder wishes to sell his or her shares. The majority of transactions in the Company’s common stock are sales to the Company or private transactions. There can be no assurance that the Company will purchase any additional stock in the future.

The table below sets forth the high and the low prices per share at which the Company purchased shares of its common stock from shareholders in 2004 and 2003. The price per share has been adjusted to reflect the 10 percent stock dividends to shareholders in December 2004 and 2003.

In 1998, the Board of Directors of the Company adopted a policy of paying quarterly cash dividends to holders of its common stock. Quarterly cash dividends were paid as follows: In 2004, $0.37 per share to shareholders of record on February 6; $0.40 to shareholders of record May 7, August 6 and November 4. In 2003, $0.31 per share to shareholders of record on February 3; $0.34 to shareholders of record May 12, August 8 and November 7. Dividends per share have been adjusted to reflect the 10 percent stock dividends to shareholders in December 2004 and 2003.

Stock dividends of 10 percent each (one share for every 10 outstanding shares) were declared by the Company for shareholders of record on December 10, 2004 and December 10, 2003.

Effective December 13, 2004, the Board of Directors of the Company adjusted the price at which the Company would repurchase shares to $36.50 per share, or $42.00 per share for a transaction of at least 2,000 shares, taking into consideration the 10 percent stock dividend to shareholders in December 2004. This offer was limited to 75,000 shares and expired February 22, 2005, at which time the Company offered to repurchase up to 75,000 shares at a price of $37.50 per share or $43.25 per share for a transaction of at least 2,000 shares. This offer expires May 31, 2005.

Any funds which the Company may require in the future to pay cash dividends, as well as various Company expenses, are expected to be obtained by the Company chiefly in the form of cash dividends from the Bank and secondarily from sales of common stock pursuant to the Company’s stock option plan. The ability of the Company to declare and pay dividends in the future will depend not only upon its future earnings and financial condition, but also upon the future earnings and financial condition of the Bank and its ability to transfer funds to the Company in the form of cash dividends and otherwise. The Company is a separate and distinct legal entity from the Bank. The Company’s right to participate in any distribution of the assets or earnings of the Bank is subordinate to prior claims of creditors of the Bank.

On October 28, 2004, the Company sold 100 shares of its common stock to a family member of an existing common shareholder for $4,500 and on November 5, 2004, the Company sold 2,000 shares of its common stock to an existing common shareholder for $90,000 in transactions that did not involve a public

The following table sets forth information with respect to purchases made by the Company of its common stock during the three months ended December 31, 2004.


(1)	In August 2004, the Company announced that the Board of Directors had approved a share repurchase program which authorized the repurchase of up to 75,000 of the Company’s shares at a price of $39.00 per share, or a price of $45.00 per share for transactions of at least 2,000 shares. This offer expired on December 10, 2004.

(2)	In December 2004, the Company announced that the Board of Directors had approved a share repurchase program which authorized the repurchase of up to 75,000 of the Company’s shares at a price of $36.50 per share, or a price of $42.00 per share for transactions of at least 2,000 shares taking into consideration the 10 percent stock dividend to shareholders on December 10, 2004. This offer expired on February 22, 2005.

There is currently no active market for the common stock and there can be no assurance that a market will develop.

Our common stock trades from time to time in the over-the-counter bulletin board market under the symbol “HUVL”. Trading in this market is sporadic. In the absence of an active market for our common stock, there can be no assurance that a shareholder will be able to find a buyer for his or her shares. Stock prices as a whole may also be lower than they would be if an active market were to develop, and may tend to fluctuate more dramatically.

We have determined not to apply, at this time, for the listing of our common stock on a securities exchange. If we do apply in the future for such listing, there can be no assurance that the common stock will be listed on any securities exchange. Even if we successfully list the common stock on a securities exchange, there can be no assurance that any organized public market for the securities will develop or that there will be any private demand for the common stock. We could also fail to meet the requirements for continued inclusion on such exchange, such as requirements relating to the minimum number of public shareholders or the aggregate market value of publicly held shares.

The liquidity of the common stock depends upon the presence in the marketplace of willing buyers and sellers. Liquidity also may be limited by other factors, including restrictions imposed on the common stock by shareholders.

The Company has historically created a secondary market for its stock by issuing offers to repurchase shares from any shareholder. However, the Company is not obligated to issue such offers to repurchase shares in the future and may discontinue or limit such offers at any time.

If the common stock is not listed on an exchange, it may not be accepted as collateral for loans, or if accepted, its value may be substantially discounted. As a result, investors should regard the common stock as a

The development of a market for the common stock could be limited by existing agreements with respect to resale.

A significant number of our shareholders are current or former directors and employees (or their family members) who purchased their shares subject to various Stock Restriction Agreements. Pursuant to these Stock Restriction Agreements, we enjoy a right of first refusal if the shareholder proposes to sell his or her shares to a third party. Historically, we have exercised our right of first refusal and have purchased a substantial portion of the shares offered to us pursuant to the Stock Restriction Agreements. Our repurchase of stock has effectively created a secondary market for the stock. We have no obligation to repurchase the common stock under the Stock Restriction Agreements or otherwise and there can be no assurance that we will purchase any additional shares in the future. If we continue to exercise our right to repurchase shares subject to the Stock Restriction Agreements, this will limit the availability of shares in public markets.

Dividends from the Bank are the only significant source of cash for the Company. However, there are various statutory and regulatory limitations regarding the extent to which the Bank can pay dividends or otherwise transfer funds to the Company. Federal and state bank regulatory agencies also have the authority to limit further the Bank’s payment of dividends based on such factors as the maintenance of adequate capital for the Bank, which could reduce the amount of dividends otherwise payable. The Company paid a cash dividend to our shareholders of $1.57 per share in 2004, and $1.33 per share in 2003 (adjusted for subsequent stock dividends). Under applicable banking statutes, at December 31, 2004, the Bank could have declared dividends of approximately $34.6 million to the Company without prior regulatory approval. No assurance can be given that the Bank will have the profitability necessary to permit the payment of dividends in the future; therefore, no assurance can be given that the Company would have any funds available to pay dividends to shareholders.

Federal and state agencies require the Company and the Bank to maintain adequate levels of capital. The failure to maintain adequate capital or to comply with applicable laws, regulations and supervisory agreements could subject the Company, the Bank or its subsidiaries to federal and state enforcement provisions, such as the termination of deposit insurance, the imposition of substantial fines and other civil penalties and, in the most severe cases, the appointment of a conservator or receiver for a depositary institution. Moreover, dividends can be restricted by any of the Bank’s regulatory authorities if the agency believes that the Bank’s financial condition warrants such a restriction.

In addition, the Company’s ability to declare and pay dividends is restricted under the New York Business Corporation Law, which provides that dividends may only be paid by a corporation out of its surplus.

In the event of a liquidation or reorganization of the Bank, the ability of holders of debt and equity securities of the Company to benefit from the distribution of assets from the Bank upon any such liquidation or reorganization would be subordinate to prior claims of creditors of the Bank (including depositors), except to the extent that the Company’s claim as a creditor may be recognized. The Company is not currently a creditor of the Bank.

The following table sets forth information regarding the Company’s Stock Option Plans. All equity compensation plans have been approved by the Company’s stockholders. The amounts presented are as of December 31, 2004, and do not include awards made subsequent to that date. Additional details related to the Company’s equity compensation plans are provided in Notes 1 and 8 to the consolidated financial statements.

The following table sets forth selected historical consolidated financial data for the years ended and as of the dates indicated. The selected historical consolidated financial data as of December 31, 2004 and 2003, and for the years ended December 31, 2004, 2003 and 2002, are derived from our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected historical consolidated financial data as of December 31, 2002, 2001 and 2000 and for the years ended December 31, 2001 and 2000 are derived from our consolidated financial statements that are not included in this Annual Report on Form 10-K. Share and per share data have been restated to reflect the effects of 10 percent stock dividends issued in 2004, 2003, 2002 and 2001. The information set forth below should be read in conjunction with the consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K.


(1)	Excludes unrealized gains in 2004, 2003, 2002, 2001 and 2000, net of tax, on securities available for sale

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents discussion and analysis of the Company’s consolidated financial condition at December 31, 2004 and 2003, and consolidated results of operations for each of the three years in the period ended December 31, 2004. The Company is consolidated with its wholly-owned subsidiary, Hudson Valley Bank, and the Bank’s subsidiaries, Hudson Valley Investment Corp., Grassy Sprain Real Estate Holdings, Inc., Sprain Brook Realty Corp., HVB Leasing Corp., HVB Employment Corp., HVB Realty Corp. and A.R. Schmeidler & Co., Inc. (collectively the “Bank”). This discussion and analysis should be read in conjunction with the financial statements and supplementary financial information contained elsewhere in this Annual Report on Form 10-K.

This overview is intended to highlight selected information included in this Annual Report on Form 10-K. It does not contain sufficient information for a complete understanding of the Company’s financial condition and operating results and, therefore, should be read in conjunction with this entire Annual Report on Form 10-K.

The Company derives substantially all of its revenue from providing banking and related services to small and medium-sized businesses, professionals, municipalities, not-for profit organizations and individuals within its market area, primarily Westchester County and portions of New York City. The Company’s assets consist primarily of loans and investment securities, which are funded by deposits, borrowings and capital. The primary source of revenue is net interest income, the difference between interest income on loans and investments, and interest expense on deposits and borrowed funds. The Company’s basic strategy is to grow net interest income and noninterest income by the retention of its existing customer base and the expansion of its core businesses and branch offices within its current market and surrounding areas. The Company’s primary market risk exposure is interest rate risk. Interest rate risk is the exposure of net interest income to changes in interest rates.

Net income for 2004 was $27.5 million or $3.69 per diluted share, an increase of $3.3 million or 13.8 percent compared to $24.2 million or $3.29 per diluted share in 2003. Net income for 2004 and 2003 included approximately $0.7 million and $3.4 million, respectively, of after-tax net realized gains on sales of securities available for sale. These sales were conducted as part of the Company’s ongoing asset/liability management process, which reflected management’s efforts to effectively reposition its portfolio during periods of changing economic conditions and interest rates. Excluding the aforementioned realized gains, net income for 2004 increased $6.0 million or 29.1 percent compared to the prior year. The Company achieved substantial growth during 2004 in both of its core businesses, loans and deposits. In addition, during 2004, the Company increased its long-term borrowings by $75.0 million in an effort to continue to effectively utilize its capital. The proceeds from these borrowings were invested in mortgage-backed securities and obligations of state and political subdivisions. Overall asset quality continued to be good as a result of the Company’s conservative underwriting and investment standards. In addition, during 2004, the Company took steps to expand its services to customers and to increase its fee based revenue through the acquisition of A.R. Schmeidler & Co., Inc., a registered investment advisory firm located in Manhattan, New York, with more than $400 million in assets under management.

The declining interest rate environment which began in 2001 and continued through the first half of 2003 began to stabilize during the remainder of 2003 and into the first half of 2004. Short-term interest rates began to rise gradually throughout the second half of 2004 and have continued to rise into the first quarter of 2005. The immediate effect of this rise in interest rates was positive to the Company, due to more assets than liabilities repricing in the near term. The rise in short-term rates, however, has not been accompanied with similar increases in longer term interest rates. A continuing flattening of the yield curve would put downward pressure on the Company’s future net interest income as liabilities continue to reprice at higher rates and maturing longer term assets reprice at similar or only slightly higher rates.

As rates stabilized in late 2003 and the first half of 2004, the Company was able to redeploy short-term investments and maturing funds into longer term opportunities. The recent rise in short-term interest rates, the above mentioned asset redeployment, growth in the Company’s core businesses of loans and deposits, increases in non-interest income and additional leveraging have resulted in tax equivalent basis net interest income increasing by $10.8 million or 16.5 percent to $76.3 million in 2004, compared to $65.5 million in 2003. The effect of the adjustment to a tax equivalent basis was $4.7 million and $4.4 million for 2004 and 2003, respectively.

Non interest income, excluding securities net gains, was $5.4 million, an increase of $2.2 million or 67.0 percent compared to $3.2 million in 2003. The increase reflects growth in deposit activity and other service fees, increases in scheduled fees as well as the addition of investment advisory fees resulting from the acquisition of A.R. Schmeidler & Co., Inc.

Non interest expense for 2004 was $36.7 million, an increase of $3.4 million or 10.2 percent compared to $33.3 million in 2003. The increase reflects the Company’s continued investment in its branch offices, technology and personnel to accommodate growth in both loans and deposits and the expansion of services and products available to new and existing customers, as well as expenses associated with the Sarbanes-Oxley Act and other regulatory requirements.

The Company uses a simulation analysis to estimate the effect that specific movements in interest rates would have on net interest income. Excluding the effects of planned growth and anticipated new business, the simulation analysis at December 31, 2004 reflects minimal near term interest rate risk with the Company’s net interest income declining slightly if rates rise or fall.

The Company has established specific policies and operating procedures governing its liquidity levels to address future liquidity needs, including contingent sources of liquidity. The Company believes that its present liquidity and borrowing capacity are sufficient for its current business needs.

The Company and the Bank are subject to various regulatory capital guidelines. To be considered “well capitalized,” an institution must generally have a leverage ratio of at least 5 percent, a Tier 1 ratio of 6 percent and a Total capital ratio of 10 percent. Both the Company and the Bank exceeded all current regulatory capital requirements and were in the “well-capitalized” category at December 31, 2004. Management plans to conduct the affairs of the Company and the Bank so as to maintain a strong capital position in the future.

Application of Critical Accounting Policies — The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The Company’s significant accounting policies are more fully described in Note 1 to the Consolidated Financial Statements. Certain accounting policies require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. On an on-going basis, management evaluates its estimates and assumptions, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. The accounting policies described below are those that most frequently require management to make estimates and judgements, and therefore, are critical to understanding the Company’s results of operations. Senior management has discussed the development and selection of these accounting estimates and the related disclosures with the Audit Committee of the Company’s Board of Directors.

Allowance for Loan Losses — The Bank maintains an allowance for loan losses to absorb losses inherent in the loan portfolio based on ongoing quarterly assessments of the estimated losses. The Bank’s methodology for assessing the appropriateness of the allowance consists of several key components, which include a specific component for identified problem loans, a formula component, and an unallocated component. The specific component incorporates the results of measuring impaired loans as provided in SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures.” These accounting standards prescribe the measurement meth-

ods, income recognition and disclosures related to impaired loans. A loan is recognized as impaired when it is probable that principal and/or interest are not collectible in accordance with the loan’s contractual terms. A loan is not deemed to be impaired if there is a short delay in receipt of payment or if, during a longer period of delay, the Company expects to collect all amounts due including interest accrued at the contractual rate during the period of delay. Measurement of impairment can be based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral, if the loan is collateral dependent. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change. If the fair value of the impaired loan is less than the related recorded amount, a specific valuation component is established within the allowance for loan losses or a writedown is charged against the allowance for loan losses if the impairment is considered to be permanent. Measurement of impairment does not apply to large groups of smaller balance homogenous loans that are collectively evaluated for impairment such as the Company’s portfolios of home equity loans, real estate mortgages, installment and other loans.

The formula component is calculated by applying loss factors to outstanding loans by type. Loss factors are based on historical loss experience. The introduction of new loan types, for which there has been no historical loss experience, as explained further below, is one of the considerations in determining the appropriateness of the unallocated component.

The appropriateness of the unallocated component is reviewed by management based upon its evaluation of then-existing economic and business conditions affecting the key lending areas of the Bank and other conditions, such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectibility of the loan portfolio. Senior management reviews these conditions quarterly. Management’s evaluation of the loss related to these conditions is reflected in the unallocated component. Due to the inherent uncertainty in the process, management does not attempt to quantify separate amounts for each of the conditions considered in estimating the unallocated component of the allowance. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific credits or portfolio segments.

Management believes the allowance for loan losses is the best estimate of probable losses which have been incurred as of December 31, 2004 and 2003. There is no assurance that the Company will not be required to make future adjustments to the allowance in response to changing economic conditions, particularly in the Bank’s service area, since the majority of the Bank’s loans are collateralized by real estate. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments at the time of their examination.

Income Recognition on Loans — Interest on loans is accrued monthly. Net loan origination and commitment fees are deferred and recognized as an adjustment of yield over the lives of the related loans. Loans, including impaired loans, are placed on a non-accrual status when management believes that interest or principal on such loans may not be collected in the normal course of business. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against interest income. Interest received on non-accrual loans generally is either applied against principal or reported as interest income, in accordance with management’s judgment as to the collectability of principal. Loans can be returned to accruing status when they become current as to principal and interest, demonstrate a period of performance under the contractual terms, and when, in management’s opinion, they are estimated to be fully collectible.

gains and losses (net of tax) excluded from operations and reported in other comprehensive income. Securities held to maturity are stated at amortized cost (specific identification). There were no securities held to maturity at December 31, 2003. The amortization of premiums and accretion of discounts is determined by using the level yield method to the earlier of the call or maturity date. Securities are not acquired for purposes of engaging in trading activities. Realized gains and losses from sales of securities are determined using the specific identification method.

Goodwill and Other Intangible Assets — In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill and identified intangible assets with indefinite useful lives are not subject to amortization. Identified intangible assets that have finite useful lives are amortized over those lives by a method which reflects the pattern in which the economic benefits of the intangible asset are used up. All goodwill and identified intangible assets are subject to impairment testing on an annual basis, or more often if events or circumstances indicate that impairment may exist. If such testing indicates impairment in the values and/or remaining amortization periods of the intangible assets, adjustments are made to reflect such impairment. The Company’s impairment evaluations as of December 31, 2004 did not indicate impairment of its goodwill or identified intangible assets.

Results of Operations for Each of the Three Years in the Period Ended December 31, 2004

The Company reported net income of $27.5 million for the year ended December 31, 2004, a 13.8 percent increase over 2003. Net income was $24.2 million for the year ended December 31, 2003, a 12.2 percent increase over 2002 net income of $21.6 million. The increase in 2004 net income, compared to 2003, reflects higher net interest income and higher non interest income partially offset by higher non interest expense, lower net gains on securities transactions, a slightly higher provision for loan losses and a higher effective tax rate. The increase in 2003 net income, compared to 2002, reflects higher net gains on securities transactions and a lower provision for loan losses partially offset by slightly lower net interest income, lower non interest income, higher non interest expense and a higher effective tax rate.

Diluted earnings per share of $3.69 in 2004 increased 12.2 percent over the $3.29 recorded in 2003, which increased 10.8 percent over the $2.97 recorded in 2002, reflecting the higher net income. Prior period per share amounts have been adjusted to reflect the 10% stock dividend distributed on December 10, 2004. Return on average equity, excluding securities available for sale net unrealized gains, was 18.55 percent in 2004, compared to 18.51 percent in 2003 and 18.72 percent in 2002. Return on average assets, excluding securities available for sale net unrealized gains, was 1.56 percent in 2004, compared to 1.54 percent in 2003 and 1.50 percent in 2002.

Net interest income for 2004 was $71.6 million, an increase of 17.3 percent from the $61.1 million recorded in 2003, which decreased 1.1 percent from the $61.8 million recorded in 2002. The 2004 increase over 2003 was primarily due to a $185.0 million growth in the average balance of interest earning assets which was in excess of the $107.9 million growth in the average balance of interest bearing liabilities and an increase in the tax equivalent basis net interest margin to 4.53% from 4.37%. The 2003 decrease, compared to 2002, was primarily due to a decrease in the tax equivalent basis net interest margin to 4.37% from 4.82%, partially offset by a $128.9 million growth in the average balance of interest earning assets which was in excess of the $51.0 million growth in the average balance of interest bearing liabilities.

The 2004 increase in the tax equivalent basis net interest margin resulted primarily from the effects of the redeployment of short-term and maturing funds into longer term assets as interest rates began to stabilize in the second half of 2003 and into the first half of 2004, growth in loans, the Company’s highest yielding asset, as a percentage of interest earning assets, and the positive effect of increases in short term interest rates on net interest earning assets toward the end of 2004. The 2004 increase in the average balance of interest earning assets reflected growth in loans and investments partially offset by the aforementioned decrease in short term funds. The increase in loans and investments were funded by deposit growth and by a $75 million increase in the Company’s long term borrowings. The 2003 decrease in the tax equivalent basis net interest margin was primarily due to the impact of the current trend of margin compression resulting from a protracted period of

low interest rates. The Company had taken steps to reposition its portfolios and had exercised caution in redeploying maturing assets in reaction to these conditions, in an effort to minimize the effects. The 2003 increase in the average balance of interest earning assets was due to growth in loans, the Company’s highest yielding asset, together with an increase in securities, partially offset by a decrease in Federal funds sold as the Company began to redeploy short term funds into longer term assets as interest rates began to stabilize in the latter part of the year.

Non interest income, excluding securities gains and losses, increased $2.2 million to $5.4 million in 2004 from $3.2 million in 2003, which decreased slightly by $0.1 million from $3.3 million in 2002. Non interest income included a gain on sale of other real estate owned of $0.9 million in 2003, and increases in the value of interest rate floor contracts of $25,000 and $1.1 million in years 2003 and 2002, respectively. The remaining increase in 2004 was primarily due to growth in deposit activity and other service charges, increases in scheduled fees, as well as the addition of investment advisory fees resulting from the acquisition of A.R. Schmeidler & Co., Inc. The remaining increase in 2003, compared to the prior year period, was primarily due to increased service charges. Sales of investment securities resulted in net gains of $1.1 million, $5.4 million and $54,000 in 2004, 2003 and 2002, respectively. The sales were conducted as part of the Company’s ongoing asset/ liability management process.

Non interest expenses increased $3.4 million to $36.7 million in 2004 from $33.3 million in 2003, which increased $2.8 million from $30.5 million in 2002, reflecting increases in such expenses as employee salaries and benefits, occupancy and equipment expense and other expenses resulting from the Company’s continuing growth and investments in people, technology, products and branch facilities. The 2004 increase also resulted from increases in professional and other expenses associated with the Sarbanes-Oxley Act and other regulatory requirements. The effective tax rate in 2004 increased slightly to 32.8 percent, compared to 32.7 percent in 2003, primarily due to a decrease in tax exempt income as a percentage of total interest income. The effective tax rate in 2003, compared to 2002, increased primarily as a result of an increase in income subject to Federal, New York State, and New York City taxes, partially offset by a reduction in the New York State corporate tax rate.

The Company’s total capital ratio under the risk-based capital guidelines exceeds regulatory guidelines of 8.0 percent, as the total ratio equaled 15.6 percent and 16.9 percent at December 31, 2004 and 2003, respectively. The Company’s leverage capital ratio was 8.2 percent and 8.4 percent at December 31, 2004 and 2003, respectively.

The following table sets forth the average balances of interest earning assets and interest bearing liabilities for each of the last three years as well as total interest and corresponding yields and rates. The data contained in the table has been adjusted to a tax equivalent basis, based on the federal statutory rate of 35 percent in 2004, 2003 and 2002.

The following table sets forth the dollar amount of changes in interest income, interest expense and net interest income between the years ended December 31, 2004 and 2003, and the years ended December 31, 2003 and 2002, on a tax equivalent basis.

Net interest income, the difference between interest income and interest expense, is the most significant component of the Company’s consolidated earnings. The impact of an extended period of declining interest rates which began in 2001 and continued through the first half of 2003, began to stabilize during the remainder of 2003 and into the first half of 2004. Short-term interest rates began to rise gradually throughout the second half of 2004 and have continued to rise into the first quarter of 2005. As rates stabilized in late 2003 and early 2004, the Company was able to redeploy short-term investments and maturing funds into longer term opportunities, alleviating the downward pressure on net interest income experienced in 2002 and the first half of 2003. The initial impact of the gradual rise in short-term interest rates on the Company’s net interest income during the second half of 2004 was also positive. This was due to more assets than liabilities repricing in the near term.

The Company has made efforts throughout this period of fluctuating interest rates to minimize the impact on its net interest income by appropriately repositioning its securities portfolio and funding sources while maintaining prudence in its asset and interest rate risk profiles. The initial stages of this program resulted

in a systematic reduction of the average life of the securities portfolio throughout 2002 by investing maturing funds and deposit growth into shorter term securities and the prepayment of $21 million of the Company’s long term borrowings. In addition, during the first half of 2003, the Company sold the remainder of its rapidly prepaying fixed rate mortgage backed securities portfolio and callable U.S. agency securities which management believed would be called within the ensuing twelve months. Proceeds from these sales, which included the recognition of pretax gains of $5.4 million, were reinvested primarily in variable rate mortgage backed securities and collateralized mortgage obligations (“CMO’s”). As rates began to stabilize after the second quarter of 2003 and through the first half of 2004, the Company redeployed the maturing short term securities into fixed rate mortgage backed securities and U.S. agency securities with expected average lives of less than four years. In addition, during 2004, the Company increased its long-term borrowings by $75.0 million in an effort to continue to effectively utilize its capital. The proceeds from these borrowings were invested in fixed rate mortgage-backed securities and obligations of state and political subdivisions. The result of these efforts, together with continued growth in the core businesses of loans and deposits, enabled the Company to minimize the decline in net interest income in 2003 and to grow net interest income in 2004. The Company believes that the aforementioned asset liability management efforts have effectively repositioned its portfolios from both asset and interest rate risk perspectives. The rise in short-term interest rates, which began in the second half of 2004 and has continued into the first quarter of 2005, has not been accompanied by corresponding increases in longer-term interest rates, resulting in a flattening of the yield curve. Continuation of such a condition would put downward pressure on the Company’s future net interest income as liabilities continue to reprice at higher rates and maturing longer term assets reprice at similar or only slightly higher rates.

Net interest income, on a tax equivalent basis, increased $10.8 million or 16.5 percent to $76.3 million in 2004, compared to $65.5 million in 2003, which decreased slightly by $0.4 million or 0.6 percent from the $65.9 million in 2002. The increase in 2004, compared to 2003, primarily resulted from an increase of $77.1 million or 14.8 percent in the excess of interest earning assets over interest bearing liabilities to $597.3 million in 2004 from $520.2 million in 2003 and an increase in the tax equivalent basis net interest margin to 4.53 percent in 2004 from 4.37 percent in 2003. The decrease in 2003, compared to 2002, resulted primarily from a decrease in tax equivalent basis net interest margin to 4.37 percent in 2003 from 4.82 percent in 2002 partially offset by an increase of $77.9 million or 17.6 percent in the excess of average interest earning assets over average interest bearing liabilities to $520.2 million in 2003 from $442.3 million in 2002. The tax equivalent basis net interest margin for 2002 included the effects of a $2.6 million interest penalty from prepayment of $21 million of the Company’s long-term borrowings incurred as part of ongoing asset liability management. The effect of the adjustment to tax equivalent basis net interest income was $4.7 million, $4.4 million and $4.2 million for 2004, 2003 and 2002, respectively.

Interest income is determined by the volume of and related rates earned on interest earning assets. Volume increases in loans and securities and higher average rates on securities partially offset by a volume decrease in Federal funds sold and lower average rates on loans resulted in higher interest income in 2004, compared to 2003. Lower interest rates and a volume decrease in Federal funds sold partially offset by volume increases in loans and securities resulted in lower interest income in 2003, compared to 2002.

Average interest earning assets in 2004 increased $185.0 million or 12.3 percent to $1,683.4 million from $1,498.4 million in 2003, which increased $128.9 million or 9.4 percent from $1,369.5 million in 2002. The Company’s ability to make changes in its asset mix allows management to capitalize on more desirable yields, as available, on various interest earning assets.

Securities are the largest component of interest earning assets. Average total securities, including Federal Home Loan Bank of New York (“FHLB”) stock and excluding net unrealized gains, increased $102.5 million or 13.1 percent to $884.0 million in 2004 from $781.5 million in 2003, which increased $115.0 million or 17.3 percent from $666.5 million in 2002. Total securities, including FHLB stock and excluding net unrealized gains, increased $19.2 million or 2.2 percent to $887.0 million at December 31, 2004 from $867.8 million at December 31, 2003, which increased $135.4 million or 18.5 percent from $732.4 million at December 31, 2002. The increase in average total securities in 2004 compared to 2003 reflects volume increases in U.S. agency securities, mortgage-backed securities including CMO’s, obligations of state and political

subdivisions, FHLB stock and other securities partially offset by volume decreases in short-term U.S. Treasury obligations. During 2004, as interest rates continued to stabilize, the Company completed the redeployment of short-term securities into longer term opportunities, principally fixed mortgage-backed securities. In addition, during 2004, the Company increased its long-term borrowings by $75.0 million and invested the proceeds into fixed rate mortgage backed securities and obligations of state and political subdivisions. As a result, tax equivalent basis interest income on securities increased in 2004, compared to 2003, due to higher volume and higher interest rates. The increase in average total securities in 2003 compared to 2002 reflects volume increases in short term U.S. Treasury securities, mortgage backed securities including CMOs, obligations of states and political subdivisions, and other securities, partially offset by a volume decrease in U.S. agency securities. The increase in average short term U.S. Treasury securities reflects managements caution in redeploying maturing funds during the continued decline in interest rates in the first half of 2003. Increases in average mortgage backed securities, obligations of state and political subdivisions and other investments reflect investment of deposit growth and the redeployment of maturing funds from callable U.S. agency securities. During 2003, the majority of short term U.S. Treasury securities had been redeployed primarily into mortgage backed securities, and the fixed rate mortgage backed securities held at the beginning of the year had been sold and redeployed into shorter average life and lower yielding mortgage backed securities. The FHLB suspended its quarterly dividend to shareholders in the fourth quarter of 2003. The FHLB prior quarterly dividend paid to the Company was approximately $120,000. Quarterly dividends were reinstated in the first quarter of 2004 at a substantially reduced rate. As a result of the aforementioned factors, tax equivalent basis interest income from securities decreased in 2003, compared to 2002, due to lower average rates partially offset by higher volume.

Average net loans increased $117.5 million or 17.7 percent to $780.3 million in 2004 from $662.8 million in 2003, which increased $43.7 million or 7.1 percent from $619.1 million in 2002. Net loans increased $155.4 million or 21.2 percent to $862.5 million at December 31, 2004 from $707.1 million at December 31, 2003, which increased $64.7 million or 10.1 percent from $642.4 million at December 31, 2002. The increases in average net loans in 2004 and 2003 were primarily due to the Company’s emphasis on making new loans through more effective market penetration in its primary market. Average interest rates were lower in 2004 than in 2003 and significantly lower in 2003 than in 2002. As a result, interest income on loans in 2004 was higher than in 2003 due to higher volume partially offset by lower interest rates, and interest income on loans in 2003 was slightly lower than in 2002 due to lower interest rates partially offset by higher volume.

Interest expense is a function of the volume of, and rates paid for, interest bearing liabilities, comprised of deposits and borrowings. Interest expense increased $1.4 million or 8.8 percent to $16.8 million in 2004 from $15.4 million in 2003, which decreased $7.5 million or 32.8 percent from $23.0 million in 2002. Average balances of interest bearing liabilities increased $107.9 million or 11.0 percent to $1,086.1 million in 2004 from $978.2 million in 2003, which increased $51.0 million or 5.5 percent from $927.2 million in 2002. The increase in average interest bearing liabilities in 2004, compared to 2003, was due to increases in interest bearing demand deposits, short-term borrowings and other borrowings, partially offset by a decrease in time deposits. The increase in interest bearing demand deposits in 2004, compared to 2003, resulted from growth in existing customers, new customers and continuing growth resulting from the opening of new branches. The increase in other borrowings in 2004, compared to 2003, resulted from the addition of $75.0 million in long-term borrowings reflecting management’s efforts to effectively utilize its available capital. The decrease in time deposits in 2004, compared to 2003, resulted primarily from decreases in short-term jumbo certificates of deposit from municipal customers which are acquired on a bid basis. Overall increases in funding in 2004 were invested in loans and securities. The increase in average interest bearing liabilities in 2003, compared to 2002, was due to increases in interest bearing demand deposits and short term borrowings partially offset by decreases in time deposits and other borrowings. Deposits increased from existing customers, new customers and the continued growth resulting from the opening of new branches. Overall increases in funding in 2003 were invested in loans and securities. The decrease in average time deposits in 2003, compared to 2002, resulted primarily from a decrease in short term jumbo certificates of deposit from municipal customers which are acquired on a bid basis. The decrease in average other borrowings in 2003, compared to 2002, resulted from the prepayment in December 2002 of $21 million of higher cost borrowings conducted as part of the Company’s ongoing asset liability management efforts. A prepayment penalty of $2.6 million was incurred as a

result of the transaction which is included in 2002 interest expense on other borrowings. This increased the 2002 average cost of other borrowings to 6.1%. Excluding this transaction, the 2002 average cost of other borrowings would have been 4.9%. Average interest rates paid on interest bearing liabilities were slightly lower in 2004 compared to 2003 and were substantially lower in 2003 than in 2002. As a result of these factors, interest expense on average interest bearing liabilities was higher in 2004 compared to 2003 due to higher volume partially offset by slightly lower rates, and was lower in 2003 compared to 2002 due to lower interest rates partially offset by higher volume.

Average non interest bearing demand deposits increased $66.2 million or 14.7 percent to $517.5 million in 2004 from $451.3 million in 2003, which increased $71.3 million or 18.8 percent from $380.0 million in 2002. Non interest bearing demand deposits are an important component of the Company’s ongoing asset liability management, and also have a direct impact on the determination of net interest income.

The interest rate spread on a tax equivalent basis for each of the three years in the period ended December 31, 2004 is as follows:

In 2004 the interest rate spread increased as rates stabilized and short-term rates began to rise. This increase was due primarily to earning assets repricing at a faster rate than interest bearing liabilities and the redeployment of maturing short-term investments into longer term opportunities. In 2003, the interest rate spread decreased as the declining interest environment reduced the yield on interest earning assets at a faster rate than the cost of interest bearing liabilities. Increases in loans and non interest bearing demand deposits contributed to the increase in the interest rate spread in 2004 and helped to minimize the decrease in the interest rate spread in 2003. The leveraging of capital generally tends to decrease the interest rate spread, however, it adds net interest income without adding significant operating costs. Management cannot predict what impact market conditions will have on its interest rate spread and future compression in net interest rate spread may occur.

The Company recorded non interest income of $6.5 million, $8.7 million and $3.4 million in 2004, 2003 and 2002, respectively. Non interest income includes service charge income, investment advisory fees, gains and losses on securities transactions and other income.

Service charges increased $2.0 million or 138.4 percent to $3.4 million in 2004 from $1.4 million in 2003, which increased $0.1 million or 5.7 percent from $1.4 million in 2002. The increase in 2004, compared to 2003, was primarily due to growth in deposit activity and other service charges and increases in scheduled fees. The increase in 2003 compared to 2002 was primarily due to increased service charges.

Investment advisory fees increased $1.1 million or 351.3 percent to $1.4 million in 2004 from $0.3 million in 2003, which increased $40,000 or 15.4 percent from $260,000 in 2002. The increase in 2004 was primarily due to the Bank’s acquisition of A.R. Schmeidler & Co., Inc., a money management firm. The increase in 2003 was due to increases in assets under management.

Sales of investment securities resulted in net gains of $1.1 million, $5.4 million and $54,000 in 2004, 2003 and 2002, respectively. Sales are generally conducted as part of the Company’s overall asset/liability management efforts designed to restructure the portfolio, manage cash flow and enhance portfolio yield, and efforts to manage the Company’s overall interest rate risk in response to changes in interest rates or changes in the composition of the balance sheet.

Other income decreased $0.8 million or 54.5 percent to $0.7 million in 2004 from $1.5 million in 2003, which decreased $0.2 million or 12.2 percent from $1.7 million in 2002. Other income includes a gain on sale

Non interest expense increased $3.4 million or 10.2 percent to $36.7 million in 2004, from $33.3 million in 2003, which increased $2.8 million or 9.2 percent from $30.5 million in 2002. The 2004 increase was partially the result of additional professional and other expenses related to the Sarbanes-Oxley Act and other regulatory requirements. The remainders of the 2004 and 2003 increases reflects the overall growth of the Company. The Company’s efficiency ratio (a lower ratio indicates greater efficiency) which compares non interest expense to total adjusted revenue (taxable equivalent net interest income, plus non interest income, excluding gain or loss on security transactions) was 44.9 percent in 2004, compared to 48.5 percent in 2003 and 44.0 percent in 2002.

Salaries and employee benefits, the largest component of non interest expense, increased $2.1 million or 10.9 percent in 2004 to $21.1 million, from $19.0 million in 2003, which increased $1.9 million or 11.0 percent from $17.1 million in 2002. The Company opened one new branch and acquired A.R. Schmeidler & Co., Inc., a registered investment advisory firm, in 2004, one new branch and two loan production offices in 2003 and three new branches in 2002, resulting in increased staff. The increases in both 2004 and 2003 also reflected the cost of additional personnel necessary for the Company to accommodate the growth in deposits and loans, the expansion of services and products available to customers, increases in the number of customer relationships, and annual merit increases. Increases in salaries and employee benefits in both 2004 and 2003 were also attributable to incentive compensation programs and other benefit plans necessary to be competitive in attracting and retaining high quality and experienced personnel, as well as higher costs associated with related payroll taxes.

Occupancy expense increased 8.3 percent to $3.1 million in 2004 from $2.8 million in 2003 which was a 15.1 percent increase from $2.5 million in 2002. The increases in both 2004 and 2003 was due to the opening of new branch offices as well as rising costs on leased facilities, real estate taxes, utility costs, maintenance costs and other costs to operate the company’s facilities

Professional services increased 7.3 percent to $3.5 million in 2004 from $3.3 million in 2003, which was a 10.9 percent increase from $2.9 million for 2002. The increases in 2004 were due to higher audit costs related to Sarbanes-Oxley, higher legal costs and professionals engaged to assist in the acquisition of A.R. Schmeidler and Co., Inc. The increases in 2003 were due to higher audit costs, higher legal costs and professionals engaged to assist in the expansion of the Company’s management information services.

Equipment expense increased 16.9 percent to $2.1 million in 2004 from $1.8 million in 2003, which was a decrease of 9.1 percent from $1.9 million in 2002. The increase in 2004 reflected increases costs to maintain

Business development expense increased 4.4 percent to $1.5 million in 2004 from $1.4 million in 2003, which was a 4.6 percent decrease over $1.5 million in 2002. The increases reflected costs associated with increased general promotion of products and services, expanded business development efforts and promotion of new branch and loan production offices which opened in 2003.

FDIC assessment decreased to $173,000 for 2004 compared to $177,000 for 2003 and $164,000 for 2002. The slight decrease in 2004 resulted from decreases in the Bank’s deposits subject to FDIC assessment. The slight increase in 2002 primarily resulted from increases in the Bank’s deposits subject to FDIC assessment as well as a general increase in the overall assessment rate.

Other operating expenses, as reflected in the following table increased 10.2 percent in 2004 and increased 10.6 percent in 2003.

The 2004 increases reflect higher outside service fees, higher customer service related expenses including communications and courier expenses, higher insurance costs, higher stationery and printing costs, all related to growth in customer and business activities. The 2004 decreases reflect lower other loan expenses and decreases in dues and seminar expense due to reduced participation in such events.

The 2003 increases reflect higher outside services fees, higher customer service related expenses including communications and courier expenses, higher loan expenses relating to loan collection, an increase in dues and seminar expense due to expanded participation in such events and increase in the estimates in net costs of certain life insurance programs, all related to the opening of one new branch and two loan production offices, growth in customers and growth in business activities. The 2003 decreases reflect lower stationery and printing expense and slightly lower other expense.

To monitor and control the amount of non interest expenses, as well as non interest income, the Company continually monitors the system of internal budgeting, including analysis and follow up of budget variances.

Income taxes of $13.4 million, $11.8 million and $9.2 million were recorded in 2004, 2003 and 2002, respectively. The Company is currently subject to a statutory Federal tax rate of 35 percent, a New York State tax rate of 7.5 percent plus a 17 percent surcharge, and a New York City tax rate of 9 percent. The Company’s overall effective tax rate was 32.8 percent, 32.7 percent and 29.8 percent in 2004, 2003 and 2002, respectively. The increase in the overall effective tax rates for 2004 and 2003, compared to the prior year periods, resulted from increases in income subject to Federal, New York State, and New York City taxes partially offset in 2003 by a reduction in the New York State corporate tax rate from 8 percent to 7.5 percent.

In the normal course of business, the Company’s Federal, New York State and New York City corporation tax returns are subject to audit. The New York State Department of Taxation and Finance has completed an audit of the Company’s New York State corporation tax returns for the years 1996 through 1998, and is in the process of completing an audit of tax years 1999 through 2004. In January 2005, the Company reached a tentative agreement with New York State on all open issues for tax years 1996 through 2004. The Company does not believe the resolution of this matter will have a significant impact on its financial position or results of operations. Other pertinent tax information is set forth in the Notes to Consolidated Financial Statements included elsewhere herein.

Securities are selected to provide safety of principal, liquidity, pledging capabilities (to collateralize certain deposits and borrowings), income and to leverage capital. The Company’s investment strategy focuses on maximizing income while providing for safety of principal, maintaining appropriate utilization of capital, providing adequate liquidity to meet loan demand or deposit outflows and to manage overall interest rate risk. The Company selects individual securities whose credit, cash flow, maturity and interest rate characteristics, in the aggregate, affect the stated strategies.

The securities portfolio consists of various debt and equity securities totaling $875.1 million, $861.4 million and $743.9 million and FHLB stock totaling $14.2 million, $11.2 million and $10.5 million at December 31, 2004, 2003 and 2002, respectively.

In accordance with SFAS No. 115, the Bank’s investment policies include a determination of the appropriate classification of securities at the time of purchase. If management has the intent and ability to hold securities until maturity, they are classified as held-to-maturity and carried at amortized cost. Securities held for indefinite periods of time and not intended to be held-to-maturity include the securities management intends to use as part of its asset/ liability strategy and liquidity management and the securities that may be sold in response to changes in interest rates, resultant prepayment risks, liquidity demands and other factors. Such securities are classified as available for sale and are carried at fair value. As of December 31, 2004, $70.9 million of securities were classified as held to maturity. All other securities were classified as available for sale at December 31, 2004, 2003 and 2002.

Average aggregate securities and FHLB stock represented 52.5 percent, 52.2 percent and 48.7 percent of average interest earning assets in 2004, 2003 and 2002, respectively. Emphasis on the securities portfolio will continue to be an important part of the Company’s investment strategy. The size of the securities portfolio will depend on loan and deposit growth, the level of capital and the Company’s ability to take advantage of leveraging opportunities.

The following table sets forth the amortized cost, gross unrealized gains and losses and the estimated fair value of securities classified as available for sale and held to maturity at December 31:

The following table presents the amortized cost of securities at December 31, 2004, distributed based on contractual maturity or earlier call date for securities expected to be called, and weighted average yields computed on a tax equivalent basis. Mortgage-backed securities which may have principal prepayments are distributed to a maturity category based on estimated average lives. Actual maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Obligations of U.S. Treasury and government agencies principally include U.S. Treasury securities and debentures and notes issued by the FHLB, Fannie Mae, Freddie Mac and the Federal Farm Credit Banks Funding Corporation (“FFCB”). The total balances held of such securities classified as available for sale decreased $21.1 million to $166.0 million as of December 31, 2004, from $187.1 million as of December 31, 2003, which decreased $37.6 million from $224.7 million at December 31, 2002. The 2004 decrease resulted from maturities and calls of $54.6 million and other decreases of $2.8 million partially offset by purchases of $36.3 million. The 2003 decrease resulted from maturities and calls of $1,131.9 million, sales of $13.2 million and other decreases of $1.3 million partially offset by purchases of $1,108.8 million. In 2003, purchases and maturities included $964.0 million and $1,105.0 million, respectively, of short-term U.S. Treasury and government agency obligations with remaining maturities of less than 60 days at the time of purchase which had acquired as part of the Company’s ongoing asset/liability management strategy during the protracted period of declining interest rates which began in 2001 and continued through the first half of 2003. By the end of 2003, the Company had redeployed the majority of its short term U.S. Treasury investments into longer term securities as interest rates began to stabilize and more attractive medium term yields were available.

The Company invests in mortgage-backed securities, including CMO’s that are primarily issued by the Government National Mortgage Association (“GNMA”), Fannie Mae, Freddie Mac and, to a lesser extent from time to time, such securities issued by others. GNMA securities are backed by the full faith and credit of the U.S. Treasury, assuring investors of receiving all of the principal and interest due from the mortgages backing the securities. Fannie Mae and Freddie Mac guarantee the payment of interest at the applicable certificate rate and the full collection of the mortgages backing the securities; however, such securities are not backed by the full faith and credit of the U.S. Treasury. At December 31, 2003, the Company held $3.3 million of mortgage-backed securities issued by private issuers who have “AAA” ratings issued by Standard and Poor’s, a nationally recognized credit rating organization.

Mortgage-backed securities, including CMO’s, classified as available for sale decreased $42.8 million to $391.4 million as of December 31, 2004 from $434.2 million as of December 31, 2003, which increased $100.2 million from $334.0 million at December 31, 2002. The 2004 decrease was due to principal paydowns of $117.6 million, sales of $22.5 million and other decreases of $2.1 million partially offset by purchases of $99.4 million. The 2003 increase was due to purchases of $436.6 million partially offset by principal paydowns of $207.2 million, sales of $111.1 million and other decreases of $18.1 million. The purchases were fixed and variable rate mortgage-backed securities and CMO’s with average lives of less than five years at the time of purchase. The sales were conducted as a result of management’s efforts to reposition the portfolio during the periods of changing economic conditions and interest rates. Mortgage-backed securities, including CMO’s, classified as held to maturity totaled $65.7 million as of December 31, 2004. There were no mortgage-backed securities classified as held to maturity in 2003 or 2002. The increase in 2004 was due to purchases of $71.3 million partially offset by principal paydowns of $5.6 million. The purchases were fixed rate mortgage-backed securities and CMO’s with average lives of less than five years at the time of purchase.

During 2004, purchases of fixed rate mortgage-backed securities classified as available for sale of $94.4 million were partially offset by principal paydowns of $59.2 million, sales of $22.5 million and other reductions of $0.7 million, and purchases of adjustable rate mortgage-backed securities classified as available for sale of $5.0 million were offset by principal paydowns of $58.4 million and other reductions of $1.4 million. In addition, during 2004, purchases of fixed rate mortgage-backed securities classified as held to maturity of $71.3 million were partially offset by principal paydowns of $5.6 million. There were no adjustable rate mortgage-backed securities classified as held to maturity during 2004. During 2003, purchases of fixed rate mortgage-backed securities classified as available for sale of $285.8 million were partially offset by sales of $110.7 million, paydowns of $144.7 million and other changes of $14.0 million, and purchases of adjustable rate mortgage-backed securities classified as available for sale of $150.8 million were partially offset by sales of $0.4 million, paydowns of $62.5 million and other changes of $4.1 million. There were no mortgage-backed securities classified as held to maturity during 2003 or 2002.

Obligations of states and political subdivisions classified as available for sale increased $5.5 million to $196.2 million at December 31, 2004, from $190.7 million at December 31, 2003, which increased $13.9 million from $176.8 million at December 31, 2003. The 2004 increase resulted from purchases of

$36.9 million partially offset by maturities and redemptions of $23.0 million, sales of $6.6 million and other changes of $1.8 million. The 2003 increase resulted from purchases of $34.2 million, partially offset by maturities and redemptions of $18.5 million and other decreases of $1.8 million. Obligations of states and political subdivisions classified as held to maturity totaled $5.1 million at December 31, 2004. There were no such securities classified as held to maturity during 2003 or 2002. The 2004 increase resulted from purchases of $5.1 million. The obligations at year end 2004 were comprised of approximately 67 percent for New York State political subdivisions and 33 percent for a variety of other states and their subdivisions all with diversified final maturities. The Company considers such securities to have favorable tax equivalent yields and further utilizes such securities for their favorable income tax treatment.

Other debt securities classified as available for sale increased $1.2 million to $29.2 million at December 31, 2004 from $28.0 million at December 31, 2003, which increased $21.0 million from $7.0 million at December 31, 2002. The 2004 increase was due to purchases of $2.2 million offset by maturities and calls of $1.0 million. The 2003 increase was due to purchases of $21.6 offset by maturities and calls of $0.3 million and other changes of $0.3 million. The purchases consisted of fixed rate corporate bonds and variable rate trust preferred securities acquired as part of the Company’s redeployment of the proceeds from maturing short term investments. There were no other debt securities classified as held to maturity during 2004. 2003 or 2002,

Mutual funds and other equities classified as available for sale totaled $21.5 million at December 31, 2004, essentially unchanged from December 31, 2003, which increased $20.1 million from $1.4 million at December 31, 2002. The 2003 increase was due to purchases of $20.0 million and other increases of $0.1 million. The purchases were shares of a mutual fund which invests primarily in variable rate mortgage-backed securities with characteristics consistent with the Company’s investment strategy. There were no mutual funds or other equities classified as held to maturity during 2004, 2003 or 2002.

The Company invests in FHLB stock and other securities which are rated with an investment grade by nationally recognized credit rating organizations. As a matter of policy, the Company invests in non-rated securities, on a limited basis, when the Company is able to satisfy itself as to the underlying credit. These non-rated securities outstanding at December 31, 2004 totaled approximately $8.9 million comprised primarily of obligations of municipalities located within the Company’s market area. The Bank, as a member of the FHLB, invests in stock of the FHLB as a prerequisite to obtaining funding under various advance programs offered by the FHLB. The Bank must purchase additional shares of FHLB stock to obtain increases in such borrowings.

The Company continues to exercise a conservative approach to investing by purchasing high credit quality investments with various maturities and cash flows to provide for liquidity needs and prudent asset liability management. The Company’s securities portfolio provides for a significant source of income, liquidity and is utilized in managing Company-wide interest rate risk. These securities are used to collateralize borrowings and deposits to the extent required or permitted by law. Therefore, the securities portfolio is an integral part of the Company’s funding strategy.

Except for securities of the U.S. Treasury and government agencies, there were no obligations of any single issuer which exceeded ten percent of stockholders’ equity at December 31, 2004.

Real Estate Loans: Real estate loans are comprised primarily of loans collateralized by interim and permanent commercial mortgages, construction mortgages and residential mortgages including home equity loans. The Bank originates these loans primarily for its portfolio, although a significant portion of its residential real estate loans, in addition to meeting the Bank’s underwriting criteria, comply with nationally recognized underwriting criteria (“conforming loans”) and can be sold in the secondary market.

Commercial real estate loans are offered by the Bank generally on a fixed or variable rate basis with 5 year terms and, exceptionally, up to 10 year terms. Amortizations generally range up to 25 years.

In underwriting commercial real estate loans, the Bank evaluates both the prospective borrower’s ability to make timely payments on the loan and the value of the property securing the loan. The Bank generally utilizes licensed or certified appraisers, previously approved by the Bank, to determine the estimated value of

Where the owner occupies the property, the Bank also evaluates the business’s ability to repay the loan on a timely basis. In addition, the Bank may require personal guarantees, lease assignments or the guarantee of the operating company when the property is owner occupied. These types of loans are often for larger amounts than other types of loans made by the Bank and may involve greater risks than other types of lending. Because payments on such loans are often dependent upon the successful operation of the business involved, repayment of such loans may be negatively impacted by adverse changes in economic conditions.

Construction loans are short-term loans (generally up to 18 months) secured by land for both residential and commercial development. The loans are generally made for acquisition and improvements. Funds are disbursed as phases of construction are completed. The majority of these loans are made with variable rates of interest, although some fixed rate financing is provided. The loan amount is generally limited to 65% to 75% of completed value, depending on the type of property. Most non-residential construction loans require pre-approved permanent financing or pre-leasing with the Bank providing the permanent financing. The Bank does not generally fund construction loans for single family subdivisions or condominiums built by investors until the builder has a firm sales contract for the unit to be constructed, although in certain projects, model homes may be financed within the overall site improvement financing. The Bank funds construction of single family homes and commercial real estate, when no contract of sale exists, based upon the experience of the builder, the type and location of the property and other factors. Repayment of such loans may be negatively impacted by the builders’ inability to complete construction, by a downturn in the new construction market, by a significant increase in interest rates or by a decline in general economic conditions.

Residential real estate loans are offered by the Bank with terms of up to 30 years and loan to value ratios of up to 80%. The Bank offers fixed and adjustable rate loans. Adjustable rate loans generally have a fixed rate for the first 3, 5 or 7 years and then convert to an annual adjustable rate, generally based upon the applicable constant maturity U.S. Treasury securities index plus 2.5% to 3.0%. These adjustable rate loans generally provide for a maximum annual change in the rate of 2% with an interest rate ceiling over the life of the loan. Fixed rate loans are generally underwritten to Fannie Mae and Freddie Mac guidelines that allow for the sale of such loans in the secondary market. Repayment of such loans may be negatively impacted should the borrower default, should there be a significant decline in the value of the property securing the loan or should there be a decline in general economic conditions.

The Bank offers a variety of home equity line of credit products. These products include credit lines on primary residences, vacation homes and 1-6 unit residential investment properties. Low cost and no income verification options are available to qualified borrowers who intend to actively utilize the lines. Depending on the product, loan amounts of $50,000 to $2,000,000 are available for terms ranging from 5 years to 30 years with various repayment terms. Required combined maximum loan to value ratios range from 65% to 80%, and the lines generally have interest rates ranging from the prime rate (as published in the Wall Street Journal) to prime plus 2%.

Commercial and Industrial Loans: The Bank’s commercial and industrial loan portfolio consists primarily of commercial business loans and lines of credit to small and medium sized businesses and professionals. These loans are usually made to finance the purchase of inventory, new or used equipment or other short or long-term working capital purposes. These loans are generally secured, often with real estate as secondary collateral, but are also offered on an unsecured basis. These loans generally have variable rates of interest. Commercial loans, for the purpose of purchasing equipment and/or inventory, are usually written for terms of 1 to 5 years with, exceptionally, longer terms. In granting this type of loan, the Bank primarily looks to the borrower’s cash flow as the source of repayment with collateral and personal guarantees, where obtained, as a secondary source. The Bank generally requires a debt service coverage ratio of at least 125%. The Bank is an approved Small Business Administration (“SBA”) lender and offers a variety of SBA products. Commercial loans are often larger and may involve greater risks than other types of loans offered by

the Bank. Payments on such loans are often dependent upon the successful operation of the underlying business involved and, therefore, repayment of such loans may be negatively impacted by adverse changes in economic conditions, management’s inability to effectively manage the business, claims of others against the borrower’s assets which may take priority over the Bank’s claims against assets, death or disability of the borrower or loss of market for the borrower’s products or services.

Loans to Individuals and Leasing: The Bank offers installment loans and reserve lines of credit to individuals. Installment loans are limited to $50,000 and lines of credit are limited to $5,000. These loans have 5 year terms with fixed or variable rates of interest. The rate of interest is dependent on the term of the loan and the type of collateral. The Bank does not place an emphasis on originating these types of loans.

The Bank also originates lease financing transactions. These transactions are primarily conducted with businesses, professionals and not-for-profit organizations and provide financing principally for office equipment, telephone systems, computer systems and other special use equipment. The terms vary depending on the equipment being leased, but are generally 3 to 5 years. The interest rate is dependent on the term of the lease, the type of collateral, and the overall credit of the customer.


	•	A decrease of $8.1 million and an increase of $10.2 million in 2004 and 2003, respectively, in commercial real estate mortgages, due primarily to increased activity and greater market penetration, partially offset by accelerated prepayment experience, particularly in 2003, due to the low interest rate environment,

	•	Increases in construction loans of $55.1 million and $4.2 million, respectively, resulting from a greater emphasis on this product including an expanded offering and focused marketing,

	•	Increase in residential real estate mortgages of $43.9 million and $14.2 million, respectively, primarily as a result of increased activity primarily in multi-family loans,

	•	Increases in commercial and industrial loans of $58.9 million and $38.8 million, respectively, primarily due to increased activity and a greater emphasis on this product with resulting increased market penetration,

	•	An increase of $0.3 million and a decrease of $3.2 million, respectively, in lease financings. The 2003 decrease resulted primarily from remaining lease maturities related to an automobile leasing program begun in late 1998 and discontinued in March 2000, and

	•	Increases in loans to individuals of $6.5 million and $0.8 million, respectively.

Major classifications of loans, including loans held for sale, at December 31 are as follows:

The Company’s primary lending emphasis is for loans to businesses and developers, primarily in the form of commercial and multi-family residential real estate mortgages, construction loans, and commercial and industrial loans, including lines of credit. The Company will continue to emphasize these types of loans, which have increased significantly during both 2004 and 2003, and which enable the Company to meet the borrowing needs of businesses in the communities it serves. These loans are made at both fixed rates of interest and variable or floating rates of interest, generally based upon the prime rate as published in the Wall Street Journal. At December 31, 2004, the Company had total gross loans with fixed rates of interest of $419.9 million, or 47.9 percent, and total gross loans with variable or floating rates of interest of $457.1 million, or 52.1 percent, as compared to $395.6 million or 54.9 percent of fixed rate loans and $324.8 million or 45.1 percent of variable or floating rate loans at December 31, 2003.

At December 31, 2004 and 2003, the Company had approximately $228.9 million and $197.6 million, respectively, of committed but unissued lines of credit, commercial mortgages, construction loans and commercial and industrial loans.

The following table presents the maturities of loans outstanding at December 31, 2004 excluding loans to individuals, real estate mortgages (other than construction loans) and lease financings, and the amount of such loans by maturity date that have pre-determined interest rates and the amounts that have floating or adjustable rates.

It is the Company’s policy to discontinue the accrual of interest on loans when, in the opinion of management, a reasonable doubt exists as to the timely collectibility of the amounts due. Regulatory requirements generally prohibit the accrual of interest on certain loans when principal or interest is due and remains unpaid for 90 days or more, unless the loan is both well secured and in the process of collection.

The following table summarizes the Company’s non-accrual loans, loans past due 90 days or more and still accruing, restructured loans, OREO and related interest income not recorded on non-accrual loans as of and for the year ended December 31:

At December 31, 2004, the Company had no commitments to lend additional funds to customers with non-accrual or restructured loan balances. Non-accrual loans decreased $0.9 million to $2.3 million at December 31, 2004 from $2.9 million at December 31, 2003, which decreased $1.9 million from $4.8 million at December 31, 2002. Net income is adversely impacted by the level of non-performing assets caused by the deterioration of the borrowers’ ability to meet scheduled interest and principal payments. In addition to forgone revenue, the Company must increase the level of provision for loan losses, incur higher collection costs and other costs associated with the management and disposition of foreclosed properties.

At December 31, 2004, loans that aggregated approximately $16.2 million, which are not on non-accrual status, were potential problem loans that may result in their being placed on non-accrual status in the future. There were no restructured loans considered to be impaired at December 31, 2004, 2003 and 2002.

In accordance with SFAS No. 114, which establishes the accounting treatment of impaired loans, loans that are within the scope of SFAS No. 114 totaling $2.3 million, $2.9 million and $4.7 million at December 31, 2004, 2003 and 2002, respectively, have been measured based on the estimated fair value of the collateral since these loans are all collateral dependent. At December 31, 2004, the Company had two borrowers with accruing loans totaling $4.9 million which were not deemed to be impaired within the scope of SFAS No. 114, but to which specific reserves were considered appropriate. The total allowance for loan losses specifically allocated to impaired and other identified problem loans was $1.6 million, $1.5 million and $1.3 million at December 31, 2004, 2003 and 2002, respectively. The average recorded investment in impaired loans for the years ended December 31, 2004, 2003 and 2002 was approximately $2.7 million, $5.1 million and $3.5 million, respectively.

The Bank maintains an allowance for loan losses to absorb losses inherent in the loan portfolio based on ongoing quarterly assessments of the estimated losses. The Bank’s methodology for assessing the appropriateness of the allowance consists of several key components, which include a specific component for identified problem loans, a formula component, and an unallocated component. The specific component incorporates the results of measuring impaired loans as provided in SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosures.” These accounting standards prescribe the measurement methods, income recognition and disclosures related to impaired loans.

The formula component is calculated by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. Loss factors are based on historical loss experience.

The appropriateness of the unallocated component is reviewed by management based upon its evaluation of then-existing economic and business conditions affecting the key lending areas of the Bank and other conditions, such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectibility of the loan portfolio. Senior management reviews these conditions quarterly. Management’s evaluation of the loss related to these conditions is reflected in the unallocated component. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits or portfolio segments.

A summary of the components of the allowance for loan losses, changes in the components and the impact of charge-offs/recoveries on the resulting provision/credit for loan losses for the dates indicated is as follows:

The changes in the specific component of the allowance for loan losses are the result of our analysis of impaired loans and other identified problem loans and our determination of the amount required to reduce the carrying amount of such loans to estimated fair value.

The changes in the formula component of the allowance for loan losses are the result of the application of historical loss experience to outstanding loans by type. Loss experience for each year is based upon average charge-off experience for the prior three year period by loan type.

The changes in the unallocated component of the allowance for loan losses are the result of management’s consideration of other relevant factors affecting loan collectibility. Due to the inherent uncertainty in the process, management does not attempt to quantify separate amounts for each of the conditions considered in estimating the unallocated component of the allowance. Management periodically adjusted the unallocated component to an amount that, when considered with the specific and formula components, represented its best


	•	Economic and business conditions — Continuation of the improvements in the overall economy which began during the second half of 2003, as evidenced by reduced unemployment and improvements in productivity and corporate profits, became less certain during the second half of 2004. Signs of increased inflation, such as the recent pronounced rise in energy costs, increases in the cost of raw materials used in construction and significant increases in real estate taxes within the Bank’s market area, as well as a rise in short-term interest rates, which began in the third quarter of 2004 and has continued into the first quarter of 2005, could have negative effects on the demand for or value of real estate, the primary collateral for the Bank’s loans, and the ability of borrowers to repay their loans. Consideration of such events that trigger economic uncertainty is part of the determination of the unallocated component of the allowance.

	•	Concentration — Concentration in construction loans increased to 13.2 percent of total loans at December 31, 2004 from 8.5 percent at December 31, 2003. These loans generally have a higher degree of risk than other types of loans which the Bank makes, since repayment of the loans is generally dependent on the borrowers’ ability to successfully construct and sell or lease completed properties. In addition, concentration in commercial and industrial loans increased to 31.6 percent of total loans at December 31, 2004 from 30.3 percent at December 31, 2003. These loans also generally have a higher degree of risk than other types of loans which the Bank makes since repayment of these loans is largely based on the borrowers’ ability to successfully operate their businesses. Increases in such concentrations, and the associated increase in risk, is not reflected in the formula component of the allowance due to the lag caused by using three years historical losses in determining the loss factors. Therefore consideration of changes in concentrations is a part of the determination of the unallocated component of the allowance.

	•	Credit quality — Nonperforming loans decreased during the year ended December 31, 2004, although the Bank experienced an increase in delinquencies. As a result of the Bank’s regular periodic loan review process, management noted overall improvement in credit quality which is believed to have been mainly attributable to the continued rise in real estate values in the Bank’s primary market area. However, continuation of recent trends of rising construction, energy and interest costs may negatively impact the borrowers’ ability to meet their loan obligations. Certain loans were downgraded due to potential deterioration of collateral values, the borrowers’ cash flows or other specific factors that negatively impact the borrowers’ ability to meet their loan obligations. Certain of these loans are also considered in connection with the analysis of impaired loans performed to determine the specific component of the allowance. However, due to the uncertainty of that determination, such loans are also considered in the process of determining the unallocated component of the allowance.

	•	New loan products — The Bank has introduced several low cost home equity products since the fourth quarter of 2002. As of December 31, 2004, home equity loans represent approximately 7.2% of total loans. Any probable losses with respect to these products are not reflected in the formula component of the allowance for loan losses since there is no loss history.

As a result of our detailed review process and consideration of the identified relevant factors, management determined that a $200,000 increase in the unallocated component of the allowance to $8.8 million reflects our best estimate of probable losses which have been incurred as of December 31, 2004.


	•	Economic and business conditions — The general softness in the economy experienced during the first half of 2003 has shown signs of improvement during the second half of the year, as evidenced by reduced unemployment and improvements in productivity and corporate profits. Management believes that this condition has had positive impacts on economic and business activity within the Company’s


		primary market area, has strengthened the demand for commercial real estate, which is the primary collateral for the Bank’s loans, and has generally improved the ability of borrowers to repay their loans. Consideration of such economic and business conditions is part of the determination of the unallocated component of the allowance.

	•	Concentration — Concentration in commercial and industrial loans increased to 30.3 percent of the portfolio from 27.4 percent at the prior year end, an increase of $38.8 million. These types of loans generally have a higher degree of risk than other types of loans which the Bank makes since repayment of the loans is largely dependent on the borrowers’ ability to successfully operate their businesses. An increase in such concentration, and the associated increase in risk, is not reflected in the formula component of the allowance due to the lag caused by using three year historical losses in determining the loss factors. Therefore, consideration of changes in concentration is a part of the determination of the unallocated component of the allowance.

	•	Credit quality — Non-accrual loans and loans past due 90 days or more and still accruing decreased at December 31, 2003 by $2.0 million or 31.6 percent to $4.4 million from $6.4 million at December 31, 2002. Although improvement occurred in delinquencies and nonperforming loans in the aggregate, certain loans were downgraded as a result of the Company’s regular periodic loan review process. These downgrades resulted from potential deterioration of collateral values, the borrowers’ cash flows or other specific factors that negatively impact the borrowers’ ability to meet their loan obligations. Certain of these loans are also considered in connection with the analysis of impaired loans performed to determine the specific component of the allowance. However, due to the uncertainty of that determination, such loans are also considered in the process of determining the unallocated component of the allowance.

	•	New loan products — The Bank introduced a no cost home equity product during the fourth quarter of 2002 and began financing business equipment leases during the fourth quarter of 2000. Any probable losses with respect to these products are not reflected in the formula component of the allowance for loan losses since there is no loss history.

As a result of our detailed review process and consideration of the identified relevant factors, management determined that a decrease in the unallocated component of the allowance of $300,000 reflects our best estimate of probable losses which have been incurred as of December 31, 2003.


	•	Economic and business conditions — The decline in the economy during the year ended December 31, 2002 as evidenced by increased unemployment and increased bankruptcy filings throughout the country and in the Company’s market area has, in management’s judgement, caused a slowdown in economic and business activity within the Company’s primary market, caused a softening in demand for certain commercial real estate, which has negatively impacted valuations of the Company’s primary collateral for loans, and has created greater uncertainty regarding the ability of borrowers to repay their loans. Therefore, consideration of events that trigger economic uncertainty is a part of the determination of the unallocated component of the allowance.

	•	Concentration — Concentration in commercial and industrial loans increased to 27.4 percent of the portfolio from 23.1 percent at the prior year end, an increase of $38.7 million. These types of loans generally have a higher degree of risk than other types of loans which the Bank makes since repayment of the loans is largely dependent on the borrowers’ ability to successfully operate their businesses. An increase in such concentration, and the associated increase in risk, is not reflected in the formula component of the allowance due to the lag caused by using three year historical losses in determining the loss factors. Therefore, consideration of increases in concentration is a part of the determination of the unallocated component of the allowance.

	•	Credit quality — Non-accrual loans and loans past due 90 days or more and still accruing increased at December 31, 2002 by $2.7 million, or 73.6 percent to $6.4 million from $3.7 million at December 31,


		2001. Further, as the result of the Bank’s regular periodic loan review process, certain loans were downgraded due to potential deterioration of collateral values, the borrower’s cash flows or other specific factors that negatively impact the borrower’s ability to meet their loan obligations. Certain of these loans are also considered in connection with the analysis of impaired loans performed to determine the specific component of the allowance. However, due to the uncertainty of that determination, such loans are also considered in the process of determining the unallocated component of the allowance.

	•	New loan products — The Bank began financing business equipment leases during the fourth quarter of 2000. Any probable losses with respect to business equipment leases are not reflected in the formula component of the allowance for loan losses since there is no loss history.

As a result of our detailed review process and consideration of the identified relevant factors, management determined that an increase in the unallocated component of the allowance of $2.2 million reflects our best estimate of probable losses which have been incurred as of December 31, 2002.


	•	Economic and business conditions — The decline in the economy during the year ended December 31, 2001 as evidenced by increased unemployment and increased bankruptcy filings throughout the country and in the Company’s market area and the sudden and unprecedented destruction of the World Trade Center on September 11, 2001 has, in management’s judgement, caused a slowdown in economic and business activity within the Company’s primary market, caused a softening in demand for commercial real estate, which has negatively impacted valuations of the Company’s primary collateral for loans, and has created greater uncertainty regarding the ability of borrowers to repay their loans. Therefore, consideration of events that trigger economic uncertainty is a part of the determination of the unallocated component of the allowance.

	•	Concentration — Net loans increased by $94.3 million to $600.4 million during the year ended December 31, 2001 from $506.1 million as of December 31, 2000. This represented 43.7 percent of total assets as of December 31, 2001, up from 39.2 percent as of the prior year-end. Although the concentration in commercial real estate decreased to 34.6 percent of total loans as of December 31, 2001 from 35.5 percent as of the prior year-end, commercial loans increased $29.1 million. Concentration in construction loans increased to 8.6 percent of total loans as of December 31, 2001 from 6.4 percent as of the prior year-end, an increase of $19.6 million. These increases have created greater exposure to volatility in real estate values in a limited geographic area. Increases in such concentrations are not reflected in the formula component of the allowance due to the lag caused by using three-year historical losses in determining the loss factors. Therefore, consideration of increases in concentrations is a part of the determination of the unallocated component of the allowance.

	•	Credit Quality — Non accrual loans and loans past due 90 days or more were $3.7 million after net loan charge-offs for the year of $1.2 million. Certain other loans are also considered in connection with the analysis of impaired loans performed to determine the specific component of the allowance. However, due to the uncertainty of that determination, such loans are also considered in the process of determining the unallocated component of the allowance. The increase in charge-off experience will result in future increases of the formula component of the allowance.

	•	New loan products — The Bank began financing business equipment leases during the last quarter of 2000. Any probable losses with respect to business equipment leases are not reflected in the formula component of the allowance for loan losses since there is no loss history.

As a result of our detailed review process and consideration of the identified relevant factors, management determined that an increase in the unallocated component of the allowance of $2.4 million reflects our best estimate of probable losses which have been incurred as of December 31, 2001.


	•	Concentration — Concentration in commercial and industrial loans increased to 21.6 percent of the portfolio from 18.5 percent at the prior year end, an increase of $33.3 million. These types of loans generally have a higher degree of risk than other types of loans which the Bank makes since the repayment of the loans is largely dependent on the borrowers’ ability to successfully operate their businesses. An increase in such concentration, and the associated increase in risk, is not reflected in the formula component of the allowance due to the lag caused by using three year historical losses in determining the loss factors. Therefore, consideration of increases in concentration is a part of the determination of the unallocated component of the allowance.

	•	Credit quality — Non-accrual loans and loans past due 90 days or more increased by $0.9 million. Certain of the loans are also considered in connection with the analysis of impaired loans performed to determine the specific component of the allowance. However, due to the uncertainty of that determination, such loans are also considered in the process of determining the unallocated component of the allowance.

	•	Change in underwriting criteria — The Bank increased its loan to value ratio guidelines on all loans secured by real estate (except for loans secured by 1-4 family residential real estate) to remain competitive for such loans.

	•	New loan products — The Bank began financing business equipment leases during the period. Any probable losses with respect to business equipment leases are not reflected in the formula component of the allowance for loan losses since there is no loss history.

	•	Economic and business conditions — Increasing interest rates negatively affected the general ability of borrowers to repay their loans.

As a result of our detailed review process and consideration of the identified relevant factors, management determined that an increase in the unallocated component of the allowance of $1.2 million reflects our best estimate of probable losses which have been incurred as of December 31, 2000.

A summary of the allowance for loan losses for the years ended December 31, is as follows:

The distribution of our allowance for loan losses at the dates indicated is summarized as follows:

Actual losses can vary significantly from the estimated amounts. The Bank’s methodology permits adjustments to the allowance in the event that, in management’s judgment, significant factors which affect the collectibility of the loan portfolio as of the evaluation date have changed. By assessing the estimated losses inherent in the loan portfolio on a quarterly basis, the Bank is able to adjust specific and inherent loss estimates based upon any more recent information that has become available.

Management believes the allowance for loan losses is the best estimate of probable losses which have been incurred as of December 31, 2004. There is no assurance that the Company will not be required to make future adjustments to the allowance in response to changing economic conditions or regulatory examinations. During 2004, the FDIC, and during 2002, the New York State Banking Department, completed examinations of the Bank. In 1999, the Federal Reserve completed an off-site examination of the Company. The regulatory agencies concluded that the process of internal asset review and the allowance for loan losses were adequate.

The Bank recorded a provision for loan losses of $0.5 million during 2004, compared to $0.4 million during 2003 and $3.9 million during 2002. The provision for loan losses is charged to income to bring the Bank’s allowance for loan losses to a level deemed appropriate by management based on the factors previously discussed under “Allowance for Loan Losses.”

The Company’s fundamental source of funds supporting interest earning assets is deposits, consisting of non interest bearing demand deposits, checking with interest, money market, savings and various forms of time deposits. The maintenance of a strong deposit base is key to the development of lending opportunities and creates long term customer relationships, which enhance the ability to cross sell services. Depositors include various sized businesses, professionals, not-for-profit organizations, municipalities and individuals. To meet the requirements of a diverse customer base, a full range of deposit instruments are offered, which has allowed the Company to maintain and expand its deposit base despite intense competition from other banking institutions and non-bank financial service providers.

At December 31, 2004 and 2003, certificates of deposits and other time deposits of $100,000 or more totaled $106.7 million and $88.4 million, respectively. At December 31, 2004, such deposits classified by time remaining to maturity were as follows:

Total deposits at December 31, 2004 increased $110.4 million or 9.8 percent to $1,235.3 million, from $1,124.9 million at December 31, 2003, which increased $97.7 million or 9.5 percent from $1,027.2 million at December 31, 2002. Average deposits outstanding increased $106.5 million or 9.8 percent to $1,190.8 million in 2004 from $1,084.3 million in 2003, which increased $134.5 million or 14.2 percent from $949.8 million in 2003. Excluding municipal CD’s, which are acquired on a bid basis, total deposits increased 9.9 percent and 9.6 percent, and average deposits increased 10.1 percent and 16.7 percent in 2004 and 2003, respectively.

Average non interest bearing deposits increased $66.3 million or 14.7 percent to $517.5 million in 2004 from $451.3 in 2003 which increased $71.3 million or 18.8 percent from $380.0 million in 2002. These increases reflect the Company’s continuing emphasis on developing this funding source. Average interest bearing deposits increased $40.2 million or 6.3 percent to $673.2 million in 2004 reflecting increases in checking with interest accounts, money market accounts, and savings accounts partially offset by decreases in time deposits. Average interest bearing deposits in 2003 increased $63.3 million or 11.1 percent reflecting increases in checking with interest accounts, money market accounts, savings accounts and consumer time deposits offset by decreases in time deposits.

Average money market deposits increased $26.5 million or 8.8 percent in 2004 and $49.9 million or 19.9 percent in 2003, due in part to new customer accounts, increased activity and the addition of new branches.

Average checking with interest deposits increased $11.7 million or 11.8 percent in 2004 and $22.1 million or 28.8 percent in 2003 primarily as a result of new customer accounts and increased activity in existing accounts.

Average time deposits decreased $4.1 million or 2.4 percent in 2004 and $15.3 million or 8.3 percent in 2003. These decreases resulted primarily from decreases in average municipal CD’s, of $2.6 million in 2004 and $19.9 million in 2003. The decreases in average municipal CD’s, which are generally short term and are acquired on a bid basis, were principally the result of reduced emphasis on obtaining this type of deposit, due

Average savings deposit balances reflect moderate growth, increasing $6.1 million and $6.6 million in 2004 and 2003, respectively.

On average, deposit rates decreased in both 2004 and 2003 due to the remaining effects of the steadily declining interest rate environment which continued through the first half of 2003. By the second half of 2004, short term rates began to rise gradually resulting in higher deposit costs towards the end of 2004.

Time deposits of over $100,000, including municipal CD’s, increased $18.3 million at December 31, 2004 and decreased $4.2 million at December 31, 2003, respectively, compared to the prior year end balances. Municipal CD’s are used to expand or maintain lower cost municipal deposits, fund securities purchases and for capital leveraging. These CD’s are primarily short term and are acquired on a bid basis. Non municipal time deposits over $100,000 increased in 2004 by $18.7 million compared to 2003 and decreased $3.5 million in 2003 compared to 2002. Time deposits of over $100,000 generally have maturities of 7 to 180 days.

The Company also utilizes wholesale borrowings, brokered deposits and other sources of funds interchangeably with time deposits in excess of $100,000 depending upon availability and rates paid for such funds at any point in time. Due to the generally short maturity of these funding sources, the Company can experience higher volatility of interest margins during periods of both rising and declining interest rates. The Company does not generally acquire brokered deposits.

The following table summarizes the average amounts and rates of various classifications of deposits for the periods indicated:

Borrowings with original maturities of one year or less totaled $164.5 million and $198.3 million at December 31, 2004 and 2003, respectively. Such short-term borrowings consisted of securities sold under agreements to repurchase and borrowings from the FHLB and other correspondent banks. Other borrowings totaled $263.1 million and $188.1 million at December 31, 2004 and 2003, respectively, consisting of borrowings from the FHLB with initial stated maturities of 5 or 10 years and 1 to 4 year call options.

Interest expense on all borrowings totaled $12.6 million, $10.8 million and $15.1 million in 2004, 2003 and 2002, respectively. The following table summarizes the average balances, weighted average interest rates and the maximum month-end outstanding amounts of securities sold under agreements to repurchase and FHLB borrowings for each of the years:

During 2004, the Company increased its long-term borrowings by $75 million reflecting management’s efforts to effectively leverage its capital and to manage interest rate risk. The additional borrowings had 5 year terms with 1 year call provisions and a weighted average interest rate of 3.25 percent.

In December 2002, the Company prepaid $21 million of its long term borrowings as part of its ongoing asset liability management. A prepayment penalty of $2.6 million was incurred as a result of the transaction and is included in interest expense on other borrowings. This increased the average cost of other borrowings for 2002 to 6.1 percent. Excluding this transaction, the average cost of other borrowings in 2002 was 4.9 percent.

At December 31, 2004, the Bank had available unused lines of credit of $109 million from the FHLB, $75 million from correspondent banks and $110 million in available borrowings under Retail CD Agreements with two major investment banking firms, all of which are subject to various terms and conditions.

Stockholders’ equity increased $17.3 million or 12.2 percent to $159.7 million at December 31, 2004 from $142.4 million at December 31, 2003, which increased $5.6 million or 4.1 percent from $136.8 million at December 31, 2002. The 2004 increase resulted from net income of $27.5 million, net proceeds from stock options exercised of $4.1 million, and proceeds from sales of treasury stock of $0.5 million, partially offset by cash dividends paid of $11.5 million, purchases of treasury stock of $1.9 million and a reduction of accumulated other comprehensive income of $1.4 million. The 2003 increase resulted from net income of $24.2 million, net proceeds from stock options exercised of $4.8 million, and proceeds from sales of treasury stock of $0.8 million, partially offset by cash dividends paid of $9.5 million, purchases of treasury stock of $3.8 million and a reduction of accumulated other comprehensive income of $10.9 million.

The Company paid its first cash dividend in 1996, and the Board of Directors authorized a quarterly cash dividend policy in the first quarter of 1998. The Bank’s payment of dividends to the Company, the Company’s primary source of funds, is subject to limitation by federal and state regulators based on such factors as the maintenance of adequate capital, which could reduce the amount of dividends otherwise payable. See “Business — Supervision and Regulation.”

The various components and changes in stockholders’ equity are reflected in the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002 included elsewhere herein.

Management believes that future retained earnings will provide the necessary capital for current operations and the planned growth in total assets.

All banks and bank holding companies are subject to risk-based capital guidelines. These guidelines define capital as Tier 1 and Total capital. Tier 1 capital consists of common stockholders’ equity and qualifying preferred stock, less intangibles; and Total capital consists of Tier 1 capital plus the allowance for loan losses up to certain limits, preferred stock and certain subordinated and term-debt securities. The guidelines require a minimum total risk-based capital ratio of 8.0 percent, and a minimum Tier 1 risk-based capital ratio of 4.0 percent.

Banks and bank holding companies must also maintain a minimum leverage ratio of 4 percent, which consists of Tier 1 capital based on risk-based capital guidelines, divided by average tangible assets (excluding intangible assets that were deducted to arrive at Tier 1 capital).

To be considered “well-capitalized” under FDICIA, an institution must generally have a leverage ratio of at least 5 percent, Tier 1 ratio of 6 percent and a Total capital ratio of 10 percent. The Bank exceeds all current regulatory capital requirements and was in the “well capitalized” category at December 31, 2004. Management plans to conduct the affairs of the Bank so as to maintain a strong capital position in the future.

The Asset/ Liability Strategic Committee (“ALSC”) of the Board of Directors of the Bank establishes specific policies and operating procedures governing the Company’s liquidity levels and develops plans to address future liquidity needs, including contingent sources of liquidity. The primary functions of asset liability management are to provide safety of depositor and investor funds, assure adequate liquidity and maintain an appropriate balance between interest earning assets and interest bearing liabilities. Liquidity management involves the ability to meet the cash flow requirement of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Interest rate sensitivity management seeks to manage fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates.

The Bank’s liquid assets, at December 31, 2004, include cash and due from banks of $32.4 million and Federal funds sold of $5.7 million. Federal funds sold represents the Bank’s excess liquid funds that are invested with other financial institutions in need of funds and which mature daily.

Other sources of liquidity include maturities and principal and interest payments on loans and securities. The loan and securities portfolios are of high credit quality and of mixed maturity, providing a constant stream of maturing and reinvestable assets, which can be converted into cash should the need arise. The ability to redeploy these funds is an important source of medium to long term liquidity. The amortized cost of securities having contractual maturities, expected call dates or average lives of one year or less amounted to $186.5 million at December 31, 2004. This represented 21.4 percent of the amortized cost of the securities portfolio. Excluding installment loans to individuals, real estate loans other than construction loans and lease financing, $153.4 million, or 17.5 percent of loans at December 31, 2004, mature in one year or less. The Bank

Non interest bearing demand deposits and interest bearing deposits from businesses, professionals, not-for-profit organizations and individuals are a relatively stable, low-cost source of funds. The deposits of the Bank generally have shown a steady growth trend as well as a generally consistent deposit mix. However, there can be no assurance that deposit growth will continue or that the deposit mix will not shift to higher rate products.

The Bank is a member of the FHLB. The Bank has a borrowing capacity of up to $120 million under two lines of credit at December 31, 2004, at various terms secured by FHLB stock owned and to be purchased and certain other assets of the Bank. The Bank had $11.0 million in advances outstanding under these lines from the FHLB at December 31, 2004. The Bank’s short-term borrowings included $152.7 million under securities sold under agreements to repurchase at December 31, 2004, and had securities totaling $347.6 million at December 31, 2004 that could be sold under agreements to repurchase, thereby increasing liquidity. In addition, the Bank has agreements with two investment firms to borrow up to $110 million under Retail CD Brokerage Agreements and has agreements with correspondent banks for purchasing Federal funds up to $75 million. Additional liquidity is provided by the ability to borrow from the Federal Reserve Bank’s discount window, which borrowings must be collateralized by U.S. Treasury and government agency securities.

The Bank also has outstanding, at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to the Bank’s obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. The Bank is also obligated under leases or license agreements for certain of its branches and equipment.

A summary of significant long-term contractual obligations and credit commitments at December 31, 2004 follows:

FHLB borrowings are presented in the above table by contractual maturity date. The FHLB has rights, under certain conditions, to call $242.8 million of those borrowings as of various dates during 2005 and quarterly thereafter.

The Bank pledges certain of its assets as collateral for deposits of municipalities and other deposits allowed or required by law, FHLB borrowings and repurchase agreements. By utilizing collateralized funding sources, the Bank is able to access a variety of cost effective sources of funds. The assets pledged consist of certain loans secured by real estate, U.S. Treasury and government agency securities, mortgage-backed securities, certain obligations of state and political subdivisions and other securities. Management monitors its liquidity requirements by assessing assets pledged, the level of assets available for sale, additional borrowing capacity and other factors. Management does not anticipate any negative impact to its liquidity from its pledging activities.

Another source of funding for the Company is capital market funds, which includes common stock, preferred stock, convertible debentures, retained earnings and long-term debt qualifying as regulatory capital.

Each of the Company’s sources of liquidity is vulnerable to various uncertainties beyond the control of the Company. Scheduled loan and security payments are a relatively stable source of funds, while loan and security prepayments and calls, and deposit flows vary widely in reaction to market conditions, primarily prevailing interest rates. Asset sales are influenced by general market interest rates and other unforeseen market conditions. The Company’s ability to borrow at attractive rates is affected by its financial condition and other market conditions.

Management considers the Company’s sources of liquidity to be adequate to meet any expected funding needs and also to be responsive to changing interest rate markets.

The Company has made, and may continue to make, various forward-looking statements with respect to earnings, credit quality and other financial and business matters for periods subsequent to December 31, 2004. The Company cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, and that statements relating to subsequent periods increasingly are subject to greater uncertainty because of the increased likelihood of changes in underlying factors and assumptions. Actual results could differ materially from forward-looking statements.

In addition to those factors previously disclosed by the Company and those factors identified elsewhere herein, the following factors could cause actual results to differ materially from such forward-looking statements:


	•	competitive pressure on loan and deposit product pricing;

	•	other actions of competitors;

	•	changes in economic conditions;

	•	the extent and timing of actions of the Federal Reserve Board;

	•	a loss of customer deposits;

	•	changes in customer’s acceptance of the Banks’ products and services;

	•	increases in federal and state income taxes and/or the Company’s effective income tax rate;

	•	the extent and timing of legislative and regulatory actions and reform; and

	•	inability to integrate acquired companies.

Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in market indices such as interest rates, foreign currency exchange rates and commodity prices. Since all Company transactions are denominated in U.S. dollars with no direct foreign exchange or changes in commodity price exposures, the Company’s primary market risk exposure is interest rate risk.

Interest rate risk is the exposure of net interest income to changes in interest rates. Interest rate sensitivity is the relationship between market interest rates and net interest income due to the repricing characteristics of assets and liabilities. If more liabilities than assets reprice in a given period (a liability-sensitive position or “negative gap”), market interest rate changes will be reflected more quickly in liability rates. If interest rates decline, such positions will generally benefit net interest income. Alternatively, where assets reprice more quickly than liabilities in a given period (an asset-sensitive position or “positive gap”), a decline in market rates could have an adverse effect on net interest income. Excessive levels of interest rate risk can result in a material adverse effect on the Company’s future financial condition and results of operations. Accordingly, effective risk management techniques that maintain interest rate risk at prudent levels is essential to the Company’s safety and soundness.

The Company has no financial instruments entered into for trading purposes. Federal funds, both purchases and sales, on which rates change daily, and loans and deposits tied to certain indices, such as the prime rate and federal discount rate, are the most market sensitive and have the most stable fair values. The least sensitive instruments include long-term fixed rate loans and securities and fixed rate savings deposits, which have the least stable fair value. On those types falling between these extremes, the management of maturity distributions is as important as the balances maintained. Management of maturity distributions involve the matching of interest rate maturities, as well as principal maturities, and is a key determinant of net interest income. In periods of rapidly changing interest rates, an imbalance (“gap”) between the rate sensitive assets and liabilities can cause major fluctuations in net interest income and in earnings. Establishing patterns of sensitivity which will enhance future growth regardless of frequent shifts in the market conditions is one of the objectives of the Company’s asset/liability management strategy.

Evaluating the Company’s exposure to changes in interest rates is the responsibility of ALSC and includes assessing both the adequacy of the management process used to control interest rate risk and the quantitative level of exposure. When assessing the interest rate risk management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest rate risk at appropriate levels. Evaluating the quantitative level of interest rate risk exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity and asset quality.

The Company uses the simulation analysis to estimate the effect that specific movements in interest rates would have on net interest income. This analysis incorporates management assumptions about the levels of future balance sheet trends, different patterns of interest rate movements, and changing relationships between interest rates (i.e. basis risk). These assumptions have been developed through a combination of historical analysis and future expected pricing behavior. For a given level of market interest rate changes, the simulation can consider the impact of the varying behavior of cash flows from principal prepayments on the loan portfolio and mortgage-backed securities, call activities on investment securities, balance changes on non contractual maturity deposit products (demand deposits, checking with interest, money market and savings accounts), and embedded option risk by taking into account the effects of interest rate caps and floors. The impact of planned growth and anticipated new business activities is not integrated into the simulation analysis. The Company can assess the results of the simulation and, if necessary, implement suitable strategies to adjust the structure of its assets and liabilities to reduce potential unacceptable risks to net interest income. The simulation analysis at December 31, 2004 shows the Company’s net interest income declining slightly if rates rise or fall.

The Company’s policy limit on interest rate risk is that if interest rates were to gradually increase or decrease 200 basis points from current rates, the percentage change in estimated net interest income for the subsequent 12 month measurement period should not decline by more than 5.0 percent. Net interest income is forecasted using various interest rate scenarios that management believes are reasonably likely to impact the Company’s financial condition. A base case scenario, in which current interest rates remain stable, is used for comparison to other scenario simulations. The table below illustrates the estimated exposures under a rising rate scenario and a declining rate scenario calculated as a percentage change in estimated net interest income from the base case scenario, assuming a gradual shift in interest rates for the next 12 month measurement period, beginning December 31, 2004 and 2003. For 2004 and 2003, a 100 basis point downward change in

The percentage change in estimated net interest income for the subsequent 12 month measurement period from December 31, 2004 in the +200 basis points and — 100 basis points scenarios of (0.1)% and (1.9)%, respectively, are within the Company’s policy limit of (5.0)%.

As with any method of measuring interest rate risk, there are certain limitations inherent in the method of analysis presented. Actual results may differ significantly from simulated results should market conditions and management strategies, among other factors, vary from the assumptions used in the analysis. The model assumes that certain assets and liabilities of similar maturity or period to repricing will react the same to changes in interest rates, but, in reality, they may react in different degrees to changes in market interest rates. Specific types of financial instruments may fluctuate in advance of changes in market interest rates, while other types of financial instruments may lag behind changes in market interest rates. Additionally, other assets, such as adjustable-rate loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Furthermore, in the event of a change in interest rates, expected rates of prepayments on loans and securities and early withdrawals from time deposits could deviate significantly from those assumed in the simulation.

One way to minimize interest rate risk is to maintain a balanced or matched interest rate sensitivity position. However, profits are not always maximized by matched funding. To increase net interest earnings, the Company selectively mis-matches asset and liability repricing to take advantage of short-term interest rate movements and the shape of the U.S. Treasury yield curve. The magnitude of the mismatch depends on a careful assessment of the risks presented by forecasted interest rate movements. The risk inherent in such a mismatch, or gap, is that interest rates may not move as anticipated.

Interest rate risk exposure is reviewed in quarterly meetings in which guidelines are established for the following quarter and the longer term exposure. The structural interest rate mismatch is reviewed periodically by ALSC and management.

Risk is mitigated by matching maturities or repricing more closely, and by reducing interest rate risk by the use of interest rate contracts. The Company does not use derivative financial instruments extensively. However, as circumstances warrant, the Company purchases derivatives such as interest rate contracts to manage its interest rate exposure. Any derivative financial instruments are carefully evaluated to determine the impact on the Company’s interest rate risk in rising and declining interest rate environments as well as the fair value of the derivative instruments. Use of derivative financial instruments is included in the Bank’s Asset/ Liability policy, which has been approved by the Board of Directors. Additional information on derivative financial instruments is presented in Note 1 to the Consolidated Financial Statements.

The Company also prepares a static gap analysis. The “Static Gap” as of December 31, 2004 and 2003 is presented in the tables below. Balance sheet items are appropriately categorized by contractual maturity, expected average lives for mortgage-backed securities, or repricing dates, with prime rate indexed loans and certificates of deposit. Checking with interest accounts, savings accounts, money market accounts and other borrowings constitute the bulk of the floating rate category. The determination of the interest rate sensitivity of non contractual items is arrived at in a subjective fashion. Savings accounts are viewed as a relatively stable source of funds and are therefore classified as intermediate funds.

At December 31, 2004, the “Static Gap” showed a negative cumulative gap of $11.9 million in the one day to one year repricing period, as compared to a negative cumulative gap of $29.7 million at December 31, 2003. The change in the cumulative static gap between December 31, 2004 and December 31, 2003 reflects

The tables below set forth the interest rate sensitivity analysis by repricing date at year end 2004 and 2003.

The management of Hudson Valley Holding Corp. and its subsidiary, Hudson Valley Bank, (collectively the “Company”), is responsible for the preparation, integrity, and fair presentation of its published consolidated financial statements and all other information presented in this Annual Report. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, as such, include amounts based on informed judgments and estimates made by management.

The consolidated financial statements have been audited by an independent registered public accounting firm, which was given unrestricted access to all financial records and related data, including minutes of all meetings of the stockholders, the Board of Directors and committees of the Board of Directors. Management believes all representations made to the independent auditors during their audit were valid and appropriate.

Management is responsible for establishing and maintaining effective internal control over financial reporting, including safeguarding of assets, for financial presentations in conformity with accounting principles generally accepted in the United States of America and, for Hudson Valley Bank, in conformity with the Federal Financial Institutions Examination Council Instructions for Consolidated Reports of Condition and Income (“Call Report Instructions”). The internal control contains monitoring mechanisms, and actions are taken to correct deficiencies identified.

There are inherent limitations in the effectiveness of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Management assessed the Company’s internal control over financial reporting, including safeguarding of assets, for financial presentations in conformity with accounting principles generally accepted in the United States of America and, for Hudson Valley Bank, in conformity with the Call Report Instructions as of December 31, 2004. This assessment was based on criteria for effective internal control over financial reporting, including safeguarding of assets, described in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that the Company maintained effective internal control over financial reporting, including safeguarding of assets, presented in conformity with accounting principles generally accepted in the United States of America and, for Hudson Valley Bank, in conformity with the Call Report Instructions, as of December 31, 2004.

The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of the Company’s management. The Audit Committee is responsible for recommending to the Board of Directors the selection of independent auditors. The Audit Committee meets periodically with management, the independent auditors, and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting and auditing procedures of the Company in addition to reviewing the Company’s consolidated financial reports. The independent auditors and the internal auditors have full and free access to the Audit Committee, with or without the presence of management, to discuss the adequacy of internal control over financial reporting and any other matters which they believe should be brought to the attention of the Audit Committee.

The Company’s assessment of the effectiveness of internal control over financial reporting and the Company’s consolidated financial statements have been audited by Deloitte & Touche LLP, Independent Registered Accounting Firm.

Management is also responsible for ensuring compliance with the federal laws and regulations concerning loans to insiders and the federal and state laws and regulations concerning dividend restrictions, both of which are designated by the Federal Deposit Insurance Corporation (FDIC) as safety and soundness laws and regulations.

Management assessed Hudson Valley Bank’s compliance with the designated safety and soundness laws and regulations and has maintained records of its determinations and assessments as required by the FDIC. Based on this assessment, management believes that Hudson Valley Bank has complied, in all material respects, with the designated safety and soundness laws and regulations for the year ended December 31, 2004.

We have audited management’s assessment, included in the accompanying “Management’s Report to the Stockholders,” that Hudson Valley Holding Corp. and its subsidiary, Hudson Valley Bank (collectively the “Company”) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because management’s assessment and our audit were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management’s assessment and our audit of the Company’s internal control over financial reporting included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the Federal Financial Institutions Examination Council Instructions for Consolidated Reports of Condition and Income (“Call Report Instructions”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing, and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in

We have not examined and, accordingly, we do not express an opinion or any other form of assurance on management’s statement referring to compliance with laws and regulations.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004 of the Company and our report dated March 8, 2005 expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Hudson Valley Holding Corp. and its subsidiary, Hudson Valley Bank, (collectively the “Company”), as of December 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Hudson Valley Holding Corp. and its subsidiary at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2005 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Description of Operations and Basis of Presentation — The consolidated financial statements include the accounts of Hudson Valley Holding Corp. and its wholly-owned subsidiary, Hudson Valley Bank (the “Bank”), (collectively the “Company”). The Bank offers a broad range of lending and depository products to businesses, individuals and government units through 15 branches in Westchester County, New York, two branches in Bronx County, New York, two branches in Manhattan, New York, and a loan production office in Queens County, New York. The Bank also provides investment management services to its customers through its wholly-owned subsidiary A.R. Schmeidler & Co., Inc, a money management firm acquired on October 1, 2004. The acquisition, which was made for cash, was accounted for as a purchase. The acquired company is not a significant subsidiary for accounting purposes. All inter-company accounts are eliminated. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and income and expenses for the period. Actual results could differ significantly from those estimates. An estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses. In connection with the determination of the allowance for loan losses, management utilizes the work of professional appraisers for significant properties.

Securities — Securities are classified as either available for sale, representing securities the Bank may sell in the ordinary course of business, or as held to maturity, representing securities the Bank has the ability and positive intent to hold until maturity. Securities available for sale are reported at fair value with unrealized gains and losses (net of tax) excluded from operations and reported in other comprehensive income. Securities held to maturity are stated at amortized cost. There were no securities held to maturity at December 31, 2003. The amortization of premiums and accretion of discounts is determined by using the level yield method to the earlier of the call or maturity date. Securities are not acquired for purposes of engaging in trading activities. Realized gains and losses from sales of securities are determined using the specific identification method.

Loans — Loans are reported at their outstanding principal balance, net of charge-offs, and deferred loan origination fees and costs. Loan origination fees and certain direct loan origination costs are deferred and recognized over the life of the related loan or commitment as an adjustment to yield, or taken directly into income when the related loan is sold or commitment expires.

Interest Rate Contracts — The Company, from time to time, uses various interest rate contracts such as forward rate agreements, interest rate swaps, caps and floors, primarily as hedges against specific assets and liabilities. Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of SFAS Statement No. 133” and as amended by SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” requires that all derivative instruments, including interest rate contracts, be recorded on the balance sheet at their fair value. Changes in the fair value of derivative instruments are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. There were no interest rate contracts outstanding as of December 31, 2004 or 2003. The Company had two interest rate floor contracts which expired on June 1, 2003, one with a notional value of $25 million with a 4.5% strike rate and one with a notional value of $25 million and a 4.0% strike rate, which did not qualify for hedge accounting under SFAS No. 133. Accordingly, the contracts were accounted for at fair value with the resulting net gains of $25 and $1,105 included in other income during 2003 and 2002, respectively.

component for identified problem loans, a formula component, and an unallocated component. The specific component incorporates the results of measuring impaired loans as provided in SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures.” These accounting standards prescribe the measurement methods, income recognition and disclosures related to impaired loans. A loan is recognized as impaired when it is probable that principal and/or interest are not collectible in accordance with the loan’s contractual terms. A loan is not deemed to be impaired if there is a short delay in receipt of payment or if, during a longer period of delay, the Company expects to collect all amounts due including interest accrued at the contractual rate during the period of delay. Measurement of impairment can be based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral, if the loan is collateral dependent. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change. If the fair value of the impaired loan is less than the related recorded amount, a specific valuation allowance is established within the allowance for loan losses or a writedown is charged against the allowance for loan losses if the impairment is considered to be permanent. Measurement of impairment does not apply to large groups of smaller balance homogenous loans that are collectively evaluated for impairment such as the Company’s portfolios of home equity loans, real estate mortgages, installment and other loans.

The formula component is calculated by applying loss factors to outstanding loans by type. Loss factors are based on historical loss experience. New loan types, for which there has been no historical loss experience, as explained further below, is one of the considerations in determining the appropriateness of the unallocated component.

Management believes the allowance for loan losses is the best estimate of probable losses which have been incurred as of December 31, 2004 and 2003. There is no assurance that the Company will not be required to make future adjustments to the allowance in response to changing economic conditions, particularly in the Bank’s service area, since the majority of the Bank’s loans are collateralized by real estate. In addition, various regulatory agencies, as an integral part of the examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments at the time of their examination.

Loan Restructurings — Loan restructurings are renegotiated loans for which concessions have been granted to the borrower that the Company would not have otherwise granted. Restructured loans are returned to accrual status when said loans have demonstrated performance, generally evidenced by six months of payment performance in accordance with the restructured terms, or by the presence of other significant factors.

Income Recognition on Loans — Interest on loans is accrued monthly. Net loan origination and commitment fees are deferred and recognized as an adjustment of yield over the lives of the related loans. Loans, including impaired loans, are placed on a non-accrual status when management believes that interest or principal on such loans may not be collected in the normal course of business. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against interest income. Interest received on non-accrual loans generally is either applied against principal or reported as interest income, in accordance with management’s judgment as to the collectibility of principal. Loans can be returned to accruing status when they become current as to principal and interest, demonstrate a period of performance under the contractual terms, and when, in management’s opinion, they are estimated to be fully collectible.

Premises and Equipment — Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally 3 to 5 years for furniture, fixtures and equipment and 31.5 years for buildings. Leasehold improvements are amortized over the lesser of the term of the lease or the estimated useful life of the asset.

Other Real Estate Owned — Real estate properties acquired through loan foreclosure are recorded at the lower of cost or estimated fair value, net of estimated selling costs, at time of foreclosure. Credit losses arising at the time of foreclosure are charged against the allowance for loan losses. Subsequent valuations are periodically performed by management and the carrying value is adjusted by a charge to expense to reflect any subsequent declines in the estimated fair value. Routine holding costs are charged to expense as incurred. Any gains on dispositions of such properties reduce OREO expense.

Goodwill and Other Intangible Assets — In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill and identified intangible assets with indefinite useful lives are not subject to amortization. Identified intangible assets that have finite useful lives are amortized over those lives by a method which reflects the pattern in which the economic benefits of the intangible asset are used up. All goodwill and identified intangible assets are subject to impairment testing on an annual basis, or more often if events or circumstances indicate that impairment may exist. If such testing indicates impairment in the values and/or remaining amortization periods of the intangible assets, adjustments are made to reflect such impairment. The Company’s impairment evaluations as of December 31, 2004 did not indicate impairment of its goodwill or identified intangible assets.

Income Taxes — Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the change is enacted.

Stock-Based Compensation — The Company has stock option plans that provide for the granting of options to directors, certain officers and to all eligible employees. Effective January 1, 2002, the Company adopted prospectively the fair value recognition provisions for stock-based compensation in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123 (“SFAS No. 148”).” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation. Prior to 2002, the Company accounted for stock-based employee compensation plans under the recognition and measurement provisions of Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, no stock-based employee compensation cost was recorded prior to 2002 as all employee options granted during those years had an exercise price equal to the market value of the underlying common stock on the dates of grant. Certain stock options under the Company’s plans vest over a five year

period commencing one year from date of grant. Therefore, the cost related to stock-based employee compensation included in the determination of 2003 and 2002 net income is less than that which would have been recognized if the fair value method had been applied to all stock options granted since the original effective date of SFAS No. 123. Non-employee stock options are expensed as of the date of grant. The effects on 2004, 2003, and 2002 net income and earnings per share if the fair value method had been applied to all outstanding and unvested awards were not significant.

The fair value (present value of the estimated future benefit to the option holder) of each years’ option grants is estimated on the date of grant using the Black-Scholes option pricing model. The following weighted average assumptions were used for grants in 2004, 2003 and 2002, respectively: dividend yields of 4.5 percent, 4.1 percent and 3.8 percent; average expected volatility of 6.9 percent, 8.0 percent, and 9.1 percent, average risk-free interest rates of 3.2 percent, 2.7 percent and 4.1 percent and expected average lives of 4.9 years, 5.1 years and 5.0 years. All option grants expire within 10 years of the date of grant. The weighted average fair value of options granted during 2004, 2003 and 2002, including the effects of 10% stock dividends declared in each year, was $1.03, $1.16 and $1.98, respectively.

Earnings per Common Share — SFAS No. 128, “Earnings per Share,” establishes standards for computing and presenting earnings per share. The statement requires disclosure of basic earnings per common share (i.e. common stock equivalents are not considered) and diluted earnings per common share (i.e. common stock equivalents are considered using the treasury stock method) on the face of the statement of operations, along with a reconciliation of the numerator and denominator of basic and diluted earnings per share. Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per common share is similar to the computation of basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares, consisting solely of stock options, had been issued.

Weighted average common shares outstanding used to calculate basic and diluted earnings per share were as follows:

In December 2004, 2003 and 2002, the Board of Directors of the Company declared 10 percent stock dividends. Share amounts have been retroactively restated to reflect the issuance of the additional shares.

Disclosures About Segments of an Enterprise and Related Information — SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information,” establishes standards for the way business enterprises report information about operating segments and establishes standards for related disclosure about products and services, geographic areas, and major customers. The statement requires that a business enterprise report financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company has one operating segment, “Community Banking.”

Share-Based Payment — In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” that will require companies to expense the value of employee stock options and similar awards. Under SFAS No. 123R, which will become effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005, the fair value of share based payment awards is required to be included as compensation expense in the income statement beginning on the date that the Company grants awards to employees. As discussed in Note 1 herein, as of January 1, 2002, the Company adopted the fair value recognition provisions for stock-based compensation in accordance with SFAS No. 123 as amended by SFAS No. 148. Since the Company already accounts for employee share-based payments using the fair value method, management does not believe that the adoption of SFAS No. 123R will have a significant impact on its financial position or results of operations.

Other-Than-Temporary Impairment of Investments — In October 2004, the FASB issued a proposed staff position EITF Issue No. 03-1-a “Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1, ‘The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.”’ The proposed staff position is expected to provide implementation guidance with respect to debt securities that are impaired solely because of interest rate and/or sector spread increases and that are analyzed for impairment under paragraph 16 of EITF Issue No. 03-1. As a result of this proposed guidance, the FASB has indefinitely delayed the effective date of measurement and recognition guidance contained in paragraphs 10 through 20 of EITF Issue No. 03-1. Management will evaluate the impact of adoption of this guidance upon its issuance.

Other — Certain 2003 and 2002 amounts have been reclassified to conform to the 2004 presentation.

At December 31, 2004, securities having a stated value of approximately $467,686 were pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law.

Gross gains of $1,100, $5,408 and $54 were recorded as a result of securities available for sale sold or redeemed in 2004, 2003 and 2002 respectively. Applicable income taxes relating to such transactions were $396, $1,992 and $22 in 2004, 2003 and 2002, respectively.

The following table reflects the Company’s investment’s fair value and gross unrealized loss, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, as of December 31, 2004 and 2003 (in thousands):

The Company has the ability and intent to hold its debt securities to forecasted recovery. There have been no downgrades in credit ratings of securities in the Company’s portfolio, and all of the Company’s securities continue to be readily marketable. Based on these and other factors, the Company has concluded that the impairment in the market value of the above securities is primarily the result of changes in interest rates since the securities were acquired and is considered to be temporary in nature. The total number of securities in the Company’s portfolio that were in an unrealized loss position was 249 and 200 at December 31, 2004 and 2003, respectively.

The contractual maturity of all debt securities held at December 31, 2004 is shown below. Actual maturities may differ from contractual maturities because some issuers have the right to call or prepay obligations with or without call or prepayment penalties.

The Bank has outstanding, at any time, a significant number of commitments to extend credit and also provide financial guarantees to third parties. Those arrangements are subject to strict credit control assessments. Guarantees specify limits to the Bank’s obligations. The amounts of those loan commitments and

guarantees are set out in the following table. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows.

The majority of loan commitments have terms up to one year, with either a floating interest rate or contracted fixed interest rates, generally ranging from 4.25% to 8.25%. Guarantees written generally have terms up to one year.

Loan commitments and guarantees written have off-balance-sheet credit risk because only origination fees and accruals for probable losses are recognized in the balance sheet until the commitments are fulfilled or the guarantees expire. Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. The credit risk amounts are equal to the contractual amounts, assuming that the amounts are fully advanced and that, in accordance with the requirements of SFAS No. 105, “Disclosure of Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk,” collateral or other security would have no value.

The Bank’s policy is to require customers to provide collateral prior to the disbursement of approved loans. For loans and financial guarantees, the Bank usually retains a security interest in the property or products financed or other collateral which provides repossession rights in the event of default by the customer.

Concentrations of credit risk (whether on or off-balance-sheet) arising from financial instruments exist in relation to certain groups of customers. A group concentration arises when a number of counterparties have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The Bank does not have a significant exposure to any individual customer or counterparty. A geographic concentration arises because the Bank operates principally in Westchester County and Bronx County, New York. Loans and credit commitments collateralized by real estate including all loans where real estate is either primary or secondary collateral are as follows:

The credit risk amounts represent the maximum accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted and any collateral or security proved to have no value. The Bank has experienced little difficulty in accessing collateral when required.

The Bank has established credit policies applicable to each type of lending activity in which it engages. The Bank evaluates the credit worthiness of each customer and extends credit based on credit history, ability to repay and market value of collateral. The customers’ credit worthiness is monitored on an ongoing basis. Additional collateral is obtained when warranted. Real estate is the primary form of collateral. Other important forms of collateral are bank deposits and marketable securities. While collateral provides assurance as a secondary source of repayment, the Bank ordinarily requires the primary source of payment to be based on the borrower’s ability to generate continuing cash flows.

The recorded investment in impaired loans at December 31, 2004 was $2,301 for which an allowance of $1,309 has been established. The recorded investment in impaired loans at December 31, 2003 was $2,913, for which an allowance of $1,010 had been established. Generally, the fair value of these loans was determined using the fair value of the underlying collateral of the loan.

The average investment in impaired loans during 2004, 2003 and 2002 was $2,664, $5,077 and $3,519, respectively. During the years reported, no income was recorded on impaired loans during the portion of the year that they were impaired.

Non-accrual and restructured loans at December 31, 2004, 2003 and 2002 and related interest income are summarized as follows:

Non-accrual loans at December 31, 2004 and 2003 include $2,301 and $2,913, respectively, of loans considered to be impaired under SFAS No. 114.

Loans made directly or indirectly to employees, directors or principal shareholders were approximately $17,234 and $18,476 at December 31, 2004 and 2003, respectively. During 2004, new loans granted to these individuals and the effects of changes in board member composition totaled $3,150 and payments totaled $4,392.

During 2004, in connection with the acquisition of A.R. Schmeidler & Co., Inc., the Company recorded customer relationship intangible assets of $2,470 and non-compete provision intangible assets of $516, which have amortization periods of 13 years and 7 years, respectively. Also in connection with the acquisition, the Company recorded $4,335 of goodwill. In accordance with the terms of the acquisition agreement, the Company may make additional performance-based payments over the five years subsequent to the acquisition. These additional payments would be accounted for as additional purchase price and, as a result, would increase goodwill related to the acquisition.

The following table sets forth the gross carrying amount and accumulated amortization for each of the Company’s intangible assets subject to amortization as of December 31, 2004. There were no intangible assets subject to amortization as of December 31, 2003.

Goodwill totaled $4,302 at December 31, 2004. There was no goodwill at December 31, 2003. Goodwill and other intangible assets are included in “Other assets” in the December 31, 2004 Consolidated Balance Sheet. Intangible assets amortization expense for 2004 was $65. There was no intangible assets amortization expense in 2003 or 2002. The annual intangible assets amortization expense is estimated to be approximately $264 in each of the five years subsequent to December 31, 2004. Intangible assets related to prior service costs in the Company’s benefit plans are presented in Note 11.

At December 31, 2004 and 2003, certificates of deposit and other time deposits of $100,000 or more totaled $106.7 million and $88.4 million, respectively. At December 31, such deposits classified by time remaining to maturity were as follows:

Borrowings with original maturities of one year or less totaled $164,472 and $198,256 at December 31, 2004 and 2003, respectively. Such short-term borrowings consisted of securities sold under agreements to repurchase of $152,722 and $138,204 and note options on Treasury, tax and loan of $750 at both December 31,

2004 and 2003, respectively, and overnight borrowings of $11,000 and $35,000 at December 31, 2004 and 2003, respectively. Other borrowings totaled $263,121 and $188,144 at December 31, 2004 and 2003, respectively, consisting of borrowings from FHLB with initial stated maturities of ten years and 1 to 4 year call options.

Interest expense on all borrowings totaled $12,611, $10,773 and $15,097 in 2004, 2003 and 2002, respectively. In December 2002, the Company prepaid $21 million of it’s FHLB borrowings resulting in a pretax penalty of $2.6 million. This penalty is included in interest expense on other borrowings in the consolidated statement of income. The following table summarizes the average balances, weighted average interest rates and the maximum month-end outstanding amounts of securities sold under agreements to repurchase and FHLB borrowings for each of the years:

As of December 31, 2004 and 2003, these borrowings were collateralized by loans and securities with an estimated fair value of $474,040 and $480,498, respectively.

A reconciliation of the income tax provision and the amount computed using the federal statutory rate is as follows:

The tax effect of temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows:

In the normal course of business, the Company’s Federal, New York State and New York City Corporation tax returns are subject to audit. The New York State Department of Taxation and Finance has completed an audit of the Company’s New York State corporation tax returns for the years 1996 through 1998, and is in the process of completing an audit of tax years 1999 through 2004. In January 2005, the Company reached a tentative agreement with New York State on all open issues for tax years 1996 through 2004. The Company does not believe the resolution of this matter will have a significant impact on its financial position or results of operations.

The Company and the Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct material effect on their financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as

defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined).

Management believes, as of December 31, 2004, that both the Company and the Bank meet all capital adequacy requirements to which they are subject.

The following summarizes the capital requirements and capital position at December 31, 2004 and 2003:

As of December 31, 2004, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk based, Tier 1 risk based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s category.

In December 2004 and 2003 the Board of Directors of the Company declared 10 percent stock dividends. Share and per share amounts have been retroactively restated to reflect the issuance of the additional shares.

The Company has stock option plans that provide for the granting of options to directors, certain officers, and to all eligible employees. Options to purchase 671,465 shares of common stock were outstanding at December 31, 2004 under all plans. The stock options are exercisable at prices that approximate the market value of the Company’s stock at dates of grant. Certain options become exercisable in up to five annual installments, commencing one year from date of grant. Other options become exercisable in their entirety, upon completion of 5 years of service. Options have a maximum duration of 10 years.

The following table summarizes the range of exercise prices of the Company’s stock options outstanding and exercisable at December 31, 2004:

The Hudson Valley Bank Employees’ Defined Contribution Pension Plan covers substantially all employees. Pension costs accrued and charged to current operations include 5 percent of each participant’s earnings during the year. Pension costs charged to other operating expenses (including pension costs for directors) totaled approximately $803, $1,012 and $756 in 2004, 2003 and 2002, respectively.

The Hudson Valley Bank Employees’ Savings Plan covers substantially all employees. The Bank matches 25 percent of employee contributions annually, up to 4 percent of base salary. Savings Plan costs charged to expense totaled approximately $100, $85 and $74 in 2004, 2003 and 2002, respectively.

The Company does not offer its own stock as an investment to participants of the Employees’ Savings Plan. The Company’s matching contribution under the Employees’ Savings Plan as well as its contribution to the Defined Contribution Pension Plan is in the form of cash. Neither plan holds any shares of the Company’s Stock.

Additional retirement benefits are provided to certain officers and directors pursuant to supplemental plans. Costs for the supplemental pension plans totaled $1,019, $1,067 and $931 in 2004, 2003 and 2002, respectively. The Bank records an additional minimum pension liability to the extent that its accumulated pension benefit obligation exceeds the fair value of pension plan assets and accrued pension liabilities. This

additional minimum pension liability is offset by an intangible asset, not to exceed prior service costs of the pension plan. Amounts in excess of prior service costs are reflected as a reduction in other comprehensive income net of related tax benefits. The estimated contribution expected to be paid to these plans in 2005 is $513.

The following tables set forth the status of the Bank’s plans as of December 31:

Set forth below is a summary of the amounts reflected in the Bank’s balance sheets as of December 31:

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

The Company is obligated under leases for certain of its branches and equipment. Minimum rental commitments for bank premises and equipment under noncancelable operating leases are as follows:

Rent expense for premises and equipment was approximately $1,207, $987 and $993 in 2004, 2003 and 2002, respectively.

In the normal course of business, there are various outstanding commitments and contingent liabilities which are not reflected in the consolidated balance sheets. No losses are anticipated as a result of these transactions.

In the ordinary course of business, the Company is party to various legal proceedings, none of which, in the opinion of management, will have a material effect on the Company’s consolidated financial position or results of operations.

The Bank is required to maintain average reserve balances under the Federal Reserve Act and Regulation D issued thereunder. Such reserves totaled approximately $2,106 at December 31, 2004 and $2,209 at December 31, 2003.

There are various restrictions which limit the ability of a bank subsidiary to transfer funds in the form of cash dividends, loans or advances to the parent company. Under federal law, the approval of the primary regulator is required if dividends declared by the Bank in any year exceed the net profits of that year, as defined, combined with the retained net profits for the two preceding years.

The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, commercial lending is dependent upon the ability of the Bank to fund itself with retail deposits and other borrowings and to manage interest rate and credit risk. This situation is also

similar for consumer and residential mortgage lending. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.

General information required by SFAS No. 131 is disclosed in the Consolidated Financial Statements and accompanying notes. The Company operates only in the U.S. domestic market, primarily the counties of Westchester and Bronx, New York. For the years ended December 31, 2004, 2003 and 2002, there is no customer that accounted for more than 10% of the Company’s revenue.

SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” requires the disclosure of the estimated fair value of certain financial instruments. These estimated fair values as of December 31, 2004 and 2003 have been determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company could realize in a current market exchange. The use of alternative market assumptions and estimation methodologies could have had a material effect on these estimates of fair value.


	Financial assets for which carrying value approximates fair value — The estimated fair value approximates carrying amount because of the immediate availability of these funds or based on the short maturities and current rates for similar deposits. Cash and due from banks as well as Federal funds sold are reported in this line item.

	Securities, FHLB stock and accrued interest — The fair value was estimated based on quoted market prices or dealer quotations. FHLB stock and accrued interest are stated at their carrying amounts which approximates fair value.

	Loans and accrued interest — The fair value of loans was estimated by discounting projected cash flows at the reporting date using current rates for similar loans, reduced by specific and general loan loss allowances. Additionally, under SFAS No. 114, all loans considered impaired are reported at either the fair value of collateral or present value of expected future cash flows. Accrued interest is stated at its carrying amount which approximates fair value.

	Deposits with no stated maturity and accrued interest — The estimated fair value of deposits with no stated maturity and accrued interest, as applicable, are considered to be equal to their carrying amounts.


	Time deposits and accrued interest — The fair value of time deposits has been estimated by discounting projected cash flows at the reporting date using current rates for similar deposits. Accrued interest is stated at its carrying amount which approximates fair value.

	Securities sold under repurchase agreements and other short-term borrowings and accrued interest — The estimated fair value of these instruments approximate carrying amount because of their short maturities and variable rates. Accrued interest is stated at its carrying amount which approximates fair value.

	Other borrowings and accrued interest — The fair value of callable FHLB advances was estimated by discounting projected cash flows at the reporting date using the rate applicable to the projected call date option. Accrued interest is stated at its carrying amount which approximates fair value.

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our disclosure controls and procedures are designed to ensure that information the Company must disclose in its reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported on a timely basis. Any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2004. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2004, the Company’s disclosure controls and procedures were effective in bringing to their attention on a timely basis information required to be disclosed by the Company in reports that the Company files or submits under the Exchange Act. Also, during the year ended December 31, 2004, there has not been any change that has effected, or is reasonably likely to materially effect, the Company’s internal control over financial reporting.

The following financial statements of the Company are included in this document in Item 8 — Financial Statements and Supplementary Data:


	•	Report of Independent Registered Public Accounting Firm

	•	Consolidated Statements of Income for the Years Ended December 31, 2004, 2003 and 2002

	•	Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2004, 2003 and 2002

	•	Consolidated Balance Sheets at December 31, 2004 and 2003

	•	Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2004, 2003 and 2002

	•	Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002

	•	Notes to Consolidated Financial Statements

Financial Statement Schedules have been omitted because they are not applicable or the required information is shown elsewhere in the document in the Financial Statements or Notes thereto, or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


(1)	Incorporated herein by reference in this document to the Registration Statement on Form 10 initially filed on May 1, 2000

(2)	Incorporated herein by reference in this document to Appendix A and Exhibit A to Appendix A to the Registrant’s Proxy Statement for the 2002 Annual Meeting of Stockholders

(3)	Incorporated herein by reference in this document to the Form 10-Q filed on May 10, 2004

(4)	Incorporated herein by reference in this document to the Form 8-K filed on June 30, 2004

(5)	Incorporated herein by reference in this document to the Form 8-K filed on December 27, 2004

(6)	Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 11, 2005


	By:	/s/ JAMES J. LANDY


	James J. Landy
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 11, 2005 by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



New York (State or other jurisdiction of incorporation or organization)		13-3148745 (I.R.S. Employer Identification No.)

21 Scarsdale Road, Yonkers, New York (Address of principal executive offices)		10707 (Zip Code)


Title of each Class	Name of each exchange on which registered

Common Stock, ($0.20 par value per share)		None


Class		Outstanding at March 1, 2005

Common Stock ($0.20 par value)		7,369,731 Shares


			Page No.

PART I
	ITEM 1	BUSINESS		1
	ITEM 2	PROPERTIES		12
	ITEM 3	LEGAL PROCEEDINGS		13
	ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		13
PART II
	ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		14
	ITEM 6	SELECTED FINANCIAL DATA		18
	ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		19
	ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		51
	ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		56
	ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		87
	ITEM 9A	CONTROLS AND PROCEDURES		87
	ITEM 9B	OTHER INFORMATION		87
PART III
	ITEMS 10 THROUGH 14. (INCORPORATED BY REFERENCE TO THE DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 WHICH WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION NOT LATER THAN 120 DAYS AFTER THE END OF THAT FISCAL YEAR)
PART IV
	ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		87
SIGNATURES				89
EX-10.6 SPECIMEN INCENTIVE STOCK OPTION AGREEMENT
EX-11 COMPUTATION OF PER SHARE EARNINGS
EX-21 SUBSIDIARIES OF THE COMPANY
EX-23 CONSENTS OF EXPERTS AND COUNSEL
EX-31.1 CERTIFICATION
EX-31.2 CERTIFICATION
EX-31.1 CERTIFICATION
EX-32.2 CERTIFICATION



	2004				2003

	High		Low		High		Low

First Quarter	$	39.09	$	32.95	$	34.09	$	30.16
Second Quarter		54.55		33.86		36.57		30.99
Third Quarter		40.91		34.77		37.19		31.82
Fourth Quarter		35.45		33.18		42.15		29.95


Real estate	65.2	%
Commercial and industrial	31.6
Individuals	2.5
Lease financing	0.7

Total	100.0	%


	(i) the application of its established underwriting criteria,


							Maximum
					Total Number		Number of
					of Shares		Shares That
					Purchased as		May Yet Be
	Total Number		Average		Part of Publicly		Purchased
	of Shares		Price Paid		Announced		Under the
Period	Purchased		Per Share		Programs		Programs(2)

October 2004(1)		540	$	39.00		540		—
November 2004(1)		766	$	39.00		766		—
December 1-10, 2004(1)		289	$	39.00		289		—
December 11-31, 2004(2)		1,105	$	36.50		1,105		73,895
Total December 2004		1,394	$	37.02		1,394
Total		2,700	$	37.98		2,700



	Year ended December 31,

	2004		2003		2002		2001		2000


	(000’s except share data)
Operating Results:
Total interest income	$	88,432	$	76,520	$	84,743	$	89,878	$	87,266
Total interest expense		16,795		15,444		22,982		32,517		40,785

Net interest income		71,637		61,076		61,761		57,361		46,481
Provision for loan losses		473		437		3,902		4,380		1,144
Income before income taxes		40,970		35,962		30,744		28,376		21,983
Net income		27,540		24,207		21,584		18,881		16,158
Basic earnings per common share		3.77		3.37		3.05		2.72		2.36
Diluted earning per common share		3.69		3.29		2.97		2.64		2.29
Weighted average shares outstanding		7,311,944		7,185,888		7,075,934		6,952,481		6,859,314
Adjusted weighted average shares outstanding		7,458,872		7,350,460		7,270,197		7,139,785		7,057,532
Cash dividends per common share	$	1.57	$	1.32	$	1.09	$	0.91	$	0.76



	December 31,

	2004		2003		2002		2001		2000

Financial Position:
Securities	$	875,120	$	861,410	$	743,884	$	624,209	$	655,029
Loans, net		862,496		707,104		642,438		600,377		506,101
Total assets		1,840,874		1,669,513		1,506,883		1,372,453		1,289,970
Deposits		1,235,341		1,124,900		1,027,176		888,377		879,575
Borrowings		427,593		386,400		327,383		352,720		285,831
Stockholders’ equity		159,662		142,361		136,807		113,342		93,345



		(000’s except percentages)
		Year ended December 31,


		2004							2003							2002

		Average				Yield/			Average				Yield/			Average				Yield/
		Balance		Interest(3)		Rate			Balance		Interest(3)		Rate			Balance		Interest(3)		Rate

ASSETS
Interest earning assets:
Deposits in banks		$	4,566	$	46		1.01	%	$	2,492	$	14		0.56	%	$	3,201	$	38		1.19	%
Federal funds sold			14,540		209		1.44			51,658		555		1.07			80,747		1,364		1.69
Securities:(1)
	Taxable		692,026		25,307		3.66			608,965		19,707		3.24			505,152		27,098		5.36
	Exempt from federal income taxes		191,991		13,437		7.00			172,503		12,532		7.26			161,321		11,960		7.41
Loans, net(2)			780,331		54,136		6.94			662,800		48,098		7.26			619,098		48,469		7.83

Total interest earning assets			1,683,454		93,135		5.53			1,498,418		80,906		5.40			1,369,519		88,929		6.49

Non interest earning assets:
	Cash and due from banks		40,604							38,634							35,012
	Other assets		44,166							36,513							31,949

Total non interest earning assets			84,770							75,147							66,961

Total assets		$	1,768,224						$	1,573,565						$	1,436,480

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest bearing liabilities:
Deposits:
	Money market	$	327,055	$	1,823		0.56	%	$	300,566	$	2,050		0.68	%	$	250,634	$	3,439		1.37	%
	Savings		70,321		160		0.28			64,184		149		0.23			57,629		347		0.60
	Time		165,349		1,963		1.19			169,435		2,213		1.31			184,723		3,571		1.93
	Checking with interest		110,499		238		0.22			98,852		259		0.26			76,759		528		0.69
Securities sold under repurchase agreements and other short-term borrowings			181,870		2,140		1.18			156,989		1,730		1.10			148,555		2,317		1.56
Other borrowings			231,014		10,471		4.53			188,159		9,043		4.81			208,886		12,780		6.12

Total interest bearing liabilities			1,086,108		16,795		1.55			978,185		15,444		1.58			927,186		22,982		2.48

Non interest bearing liabilities:
	Demand deposits		517,532							451,282							380,015
	Other liabilities		16,083							13,291							14,007

Total non interest bearing liabilities			533,615							464,573							394,022

Stockholders’ equity(1)			148,501							130,807							115,272

Total liabilities and stockholders’ equity(1)		$	1,768,224						$	1,573,565						$	1,436,480

Net interest earnings				$	76,340						$	65,462						$	65,947

Net yield on interest earning assets							4.53	%						4.37	%						4.82	%


(1)	Excludes unrealized gains and losses on securities available for sale.

(2)	Includes loans classified as non-accrual.

(3)	Effect of adjustment to a tax equivalent basis was $4,703, $4,386 and $4,186 for the years ended December 31, 2004, 2003 and 2002, respectively.



		(000’s)


		2004 Compared to 2003									2003 Compared to 2002
		Increase (Decrease)									Increase (Decrease)
		Due to Change in									Due to Change in

		Volume			Rate			Total(1)			Volume			Rate			Total(1)

Interest income:
Deposits in banks		$	12		$	20		$	32		$	(8	)	$	(16	)	$	(24	)
Federal funds sold			(399	)		53			(346	)		(491	)		(318	)		(809	)
Securities:
	Taxable		2,688			2,912			5,600			5,569			(12,960	)		(7,391	)
	Exempt from federal income taxes		1,416			(511	)		905			829			(257	)		572
Loans, net			8,529			(2,491	)		6,038			3,421			(3,792	)		(371	)

Total interest income			12,246			(17	)		12,229			9,320			(17,343	)		(8,023	)

Interest expense:
Deposits:
	Money market		181			(408	)		(227	)		685			(2,074	)		(1,389	)
	Savings		14			(3	)		11			39			(237	)		(198	)
	Time		(53	)		(197	)		(250	)		(296	)		(1,062	)		(1,358	)
	Checking with interest		31			(52	)		(21	)		152			(421	)		(269	)
Securities sold under repurchase agreements and other short-term borrowings			274			136			410			132			(719	)		(587	)
Other borrowings			2,060			(632	)		1,428			(1,268	)		(2,469	)		(3,737	)

Total interest expense			2,507			(1,156	)		1,351			(556	)		(6,982	)		(7,538	)

Increase (decrease) in interest differential		$	9,739		$	1,139		$	10,878		$	9,876		$	(10,361	)	$	(485	)


(1)	Changes attributable to both rate and volume are allocated between the rate and volume variances based upon their absolute relative weights to the total change.



	(000’s except percentages)
Salaries and Employee Benefits
Salaries	$	15,413		$	13,665		$	12,448
Payroll Taxes		1,217			1,103			993
Medical Plans		1,204			1,048			802
Incentive Compensation Plans		1,648			1,497			1,415
Employee Retirement Plans		1,278			1,252			1,133
Other		312			441			327

Total	$	21,072		$	19,006		$	17,118

Percentage of total non interest expense		57.4	%		57.0	%		56.1	%


	2004			2003			2002


	(000’s except percentages)
Other Operating Expenses
Other insurance	$	40		$	(55	)	$	(128	)
Stationery and printing		731			541			605
Communications expense		1,123			911			850
Courier expense		750			617			520
Other loan expense		181			267			194
Outside services		1,256			1,053			864
Dues, meetings and seminars		204			461			353
Other		1,038			1,042			1,115

Total	$	5,323		$	4,837		$	4,373

Percentages of total non interest expense		14.5	%		14.5	%		14.3	%



			Gross
			Unrealized
	Amortized						Estimated
Classified as Available for Sale	Cost		Gains		Losses		Fair Value

U.S. Treasury and government agencies	$	167,756	$	19	$	1,810	$	165,965
Mortgage-backed securities		393,447		1,216		3,309		391,354
Obligations of states and political subdivisions		190,411		6,471		635		196,247
Other debt securities		29,245		272		304		29,213

Total debt securities		780,859		7,978		6,058		782,779
Mutual funds and other equity securities		21,056		639		221		21,474

Total	$	801,915	$	8,617	$	6,279	$	804,253



			Gross
			Unrealized
	Amortized						Estimated
Classified as Held To Maturity	Cost		Gains		Losses		Fair Value

Mortgage-backed securities		$65,739		$906		$31		$66,614
Obligations of states and political subdivisions		5,128		74		6		5,196

Total		$70,867		$980		$37		$71,810


	Amortized						Estimated
Classified as Available for Sale	Cost		Gross Unrealized				Fair Value

			Gains		Losses

U.S. Treasury and government agencies	$	187,388	$	420	$	742	$	187,066
Mortgage-backed securities		437,200		1,935		4,983		434,152
Obligations of states and political subdivisions		183,057		8,188		544		190,701
Other debt securities		28,030		365		379		28,016

Total debt securities		835,675		10,908		6,648		839,935
Mutual funds and other equity securities		20,976		581		82		21,475

Total	$	856,651	$	11,489	$	6,730	$	861,410



						After 1 but within					After 5 but within
	Within 1 Year					5 Years					10 Years					After 10 Years					Total

	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield


	(000’s except percentages)
U.S. Treasury and government agencies	$	21,777		3.68	%	$	132,981		3.11	%	$	12,999		5.04	%		—		—		$	167,757		3.34	%
Mortgage-backed securities		130,232		4.35			245,210		4.21			75,369		4.43		$	8,374		4.38	%		459,185		4.29
Obligations of states and political subdivisions		24,862		7.28			79,038		7.37			90,688		6.13			951		6.13			195,539		6.78
Other debt securities		9,595		3.75			18,035		4.29			1,487		5.99			128		5.50			29,245		4.20

Total	$	186,466		4.63	%	$	475,264		4.43	%	$	180,543		5.34	%	$	9,453		4.57	%	$	851,726		4.67	%

Estimated fair value	$	186,630				$	475,559				$	182,940				$	9,460				$	854,589



	(000’s except percentages)

				After 1
	Within 1			But within			After 5
	Year			5 years			Years			Total			Percent

Loans:
Real estate — construction	$	87,559		$	25,548		$	2,957		$	116,064			29.5	%
Commercial and industrial		65,855			117,729			93,429			277,013			70.5

Total	$	153,414		$	143,277		$	96,386		$	393,077			100.0	%

Rate Sensitivity:
Fixed or predetermined interest rates	$	5,705		$	73,514		$	80,138		$	159,357			40.5	%
Floating or adjustable interest rates		147,709			69,763			16,248			233,720			59.5

Total	$	153,414		$	143,277		$	96,386		$	393,077			100.0	%

Percent		39.0	%		36.5	%		24.5	%		100.0	%



	(000’s)

	December 31,		Change			December 31,		Change			December 31,
	2004		During 2004			2003		During 2003			2002

Components:
Specific	$	1,615	$	83		$	1,532	$	250		$	1,282
Formula		1,386		77			1,309		(19	)		1,328
Unallocated		8,800		200			8,600		(300	)		8,900

Total allowance	$	11,801				$	11,441				$	11,510

Net change				360					(69	)
Net recoveries/(charge-offs)				(113	)				(506	)

Provision for loan losses			$	473				$	437


	(000’s)

3 months or less	$	80,757
Over 3 through 6 months		11,768
Over 6 through 12 months		14,212
Over 12 months		—

Total	$	106,737


				After 1 Year		After 3 Years
		Within		but Within		but Within		After
		1 Year		3 Years		5 Years		5 Years		Total

Contractual Obligations:
	Time Deposits	$	152,668	$	11,428	$	5,092	$	329	$	169,517
	FHLB Borrowings		24		53		120,560		142,484		263,121
	Operating lease and license obligations		1,744		2,197		1,383		3,881		9,205

Total		$	154,436	$	13,678	$	127,035	$	146,694	$	441,843

Credit Commitments:
	Available lines of credit	$	107,833	$	55,476	$	3,102	$	34,317	$	200,728
	Other loan commitments		28,216		—		—		—		28,216
	Letters of credit		6,062		414		27		—		6,503

Total		$	142,111	$	55,890	$	3,129	$	34,317	$	235,447



	(000’s except per share data)


	2004 Quarters								2003 Quarters

	Fourth		Third		Second		First		Fourth		Third		Second		First

Interest income	$	23,152	$	23,009	$	21,503	$	20,768	$	20,596	$	18,099	$	18,633	$	19,192
Net interest income		18,451		18,539		17,613		17,034		16,906		14,364		14,607		15,199
Provision for loan losses		—		—		214		259		43		—		27		367
Income before income taxes		11,194		11,641		9,532		8,603		9,008		7,198		8,387		11,369
Net income		7,320		7,847		6,411		5,962		6,036		4,953		5,580		7,638
Basic earnings per common share		1.00		1.07		0.88		0.82		0.83		0.69		0.78		1.07
Diluted earnings per common share		0.97		1.05		0.86		0.81		0.81		0.67		0.76		1.05


	Percentage Change in			Percentage Change in
	Estimated Net Interest			Estimated Net Interest
	Income from			Income from
Gradual Change in Interest Rates	December 31, 2004			December 31, 2003

+200 basis points		(0.1	)%		(0.2	)%
-100 basis points		(1.9	)%		(1.4	)%



	(000’s except percentages)

				Over One
				Day to			Over Three			Over One						Non-
				Three			Months to			Year to			Over Five			Interest
	One Day			Months			One Year			Five Years			Years			Bearing			Total

Assets:
Loans, net		—		$	436,902		$	55,952		$	289,004		$	75,661		$	4,977		$	862,496
Mortgage-backed securities		—			35,522			120,520			238,178			62,872			—			457,092
Other securities		—			37,354			33,086			230,054			131,740			—			432,234
Other earning assets	$	5,700			—			—			—			5,785			—			11,485
Other assets		—			—			—			—			—			77,567			77,567

Total assets		5,700			509,778			209,558			757,236			276,058			82,544			1,840,874

Liabilities and stockholders’ equity:
Interest bearing deposits		—		$	473,137		$	44,309		$	16,520		$	188,585			—		$	722,551
Other borrowed funds	$	65,029			99,449			55,016			85,601			122,498			—			427,593
Demand deposits		—			—			—			—			—		$	512,790			512,790
Other liabilities		—			—			—			—			—			18,278			18,278
Stockholders’ equity		—			—			—			—			—			159,662			159,662

Total liabilities and stockholders’ equity		65,029			572,586			99,325			102,121			311,083			690,730			1,840,874

Net interest rate sensitivity gap	$	(59,329	)	$	(62,808	)	$	110,223		$	655,115		$	(35,025	)	$	(608,186	)		—

Cumulative gap	$	(59,329	)	$	(122,137	)	$	(11,904	)	$	643,211		$	608,186			—			—

Cumulative gap to interest-earning assets		(3.36	)%		(6.93	)%		(0.68	)%		36.48	%		34.49	%


MANAGEMENT’S REPORT TO THE STOCKHOLDERS		57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING		59
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		61
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004 AND 2003 AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2004:
	Consolidated Statements of Income	62
	Consolidated Statements of Comprehensive Income	63
	Consolidated Balance Sheets	64
	Consolidated Statements of Changes in Stockholders’ Equity	65
	Consolidated Statements of Cash Flows	66
	Notes to Consolidated Financial Statements	67


James J. Landy President & Chief Executive Officer		Stephen R. Brown Senior Executive Vice President, Chief Financial Officer & Treasurer


														Accumulated
	Number of								Additional					Other
	Shares			Common		Treasury			Paid-In		Retained			Comprehensive
	Outstanding			Stock		Stock			Capital		Earnings			Income (Loss)			Total

Balance at January 1, 2002		5,260,158		$	1,232	$	(22,791	)	$	125,057	$	4,829		$	5,015		$	113,342
Net income												21,584						21,584
Exercise of stock options, net of tax		132,706			27					3,565								3,592
Purchase of treasury stock		(48,672	)				(1,949	)										(1,949	)
Sale of treasury stock		8,001					206			96								302
Stock dividend		535,407			107					17,675		(17,782	)					—
Cash dividends												(7,737	)					(7,737	)
Minimum pension liability adjustment															(137	)		(137	)
Net unrealized loss on securities available for sale															7,810			7,810

Balance at December 31, 2002		5,887,600			1,366		(24,534	)		146,393		894			12,688			136,807
Net income												24,207						24,207
Exercise of stock options, net of tax		168,998			33					4,724								4,757
Purchase of treasury stock		(89,416	)				(3,833	)										(3,833	)
Sale of treasury stock		20,371					543			301								844
Stock dividend		599,263			120					14,144		(14,264	)					—
Cash dividends												(9,533	)					(9,533	)
Minimum pension liability adjustment															(105	)		(105	)
Net unrealized gain on securities available for sale															(10,783	)		(10,783	)

Balance at December 31, 2003		6,586,816			1,519		(27,824	)		165,562		1,304			1,800			142,361
Net income												27,540						27,540
Exercise of stock options, net of tax		134,337			27					4,025								4,052
Purchase of treasury stock		(43,496	)				(1,854	)										(1,854	)
Sale of treasury stock		12,824					365			165								530
Stock dividend		668,679			134					15,686		(15,820	)					—
Cash dividends												(11,532	)					(11,532	)
Minimum pension liability adjustment															4			4
Net unrealized gain on securities available for sale															(1,439	)		(1,439	)

Balance at December 31, 2004		7,359,160		$	1,680	$	(29,313	)	$	185,438	$	1,492		$	365		$	159,662



	December 31


	2004								2003


			Gross Unrealized								Gross Unrealized
	Amortized						Fair		Amortized						Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value

Classified as Available for Sale
U.S. Treasury and government agencies	$	167,756	$	19	$	1,810	$	165,965	$	187,388	$	420	$	742	$	187,066
Mortgage-backed securities		393,447		1,216		3,309		391,354		437,200		1,935		4,983		434,152
Obligations of states and political subdivisions		190,411		6,471		635		196,247		183,057		8,188		544		190,701
Other debt securities		29,245		272		304		29,213		28,030		365		379		28,016

Total debt securities		780,859		7,978		6,058		782,779		835,675		10,908		6,648		839,935
Mutual funds and other equity securities		21,056		639		221		21,474		20,976		581		82		21,475

Total	$	801,915	$	8,617	$	6,279	$	804,253	$	856,651	$	11,489	$	6,730	$	861,410



	2004


	Duration of Unrealized Loss


	Less than 12 months				Greater than 12 Months				Total

			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Loss		Fair Value		Loss		Fair Value		Loss

Classified as Available for Sale
U.S. Treasury and government agencies	$	154,516	$	1,714	$	2,904	$	96	$	157,420	$	1,810
Mortgage-backed securities		174,071		1,729		68,877		1,580		242,948		3,309
Obligations of states and political subdivisions		30,751		633		68		2		30,819		635
Other debt securities		5,464		36		18,824		268		24,288		304

Total debt securities		364,802		4,112		90,673		1,946		455,475		6,058
Mutual funds and other equity securities		—		—		19,778		221		19,778		221

Total temporarily impaired securities	$	364,802	$	4,112	$	110,451	$	2,167	$	475,253	$	6,279


Total debt securities		491,319		6,648		—		—		491,319		6,648
Mutual funds and other equity securities		19,919		80		13		2		19,932		82

Total temporarily impaired securities	$	511,238	$	6,728	$	13	$	2	$	511,251	$	6,730



	Available for Sale

	Amortized		Fair
	Cost		Value

Contractual Maturity
Within 1 year	$	23,286	$	23,296
After 1 but within 5 years		169,001		169,136
After 5 but within 10 years		83,973		86,534
After 10 years		116,281		117,656
Mortgage-backed Securities		459,185		457,967

Total	$	851,726	$	854,589


	2004		2003
	Contract		Contract
	Amount		Amount

Credit commitments	$	228,944	$	197,640
Guarantees written	$	6,503	$	2,494


	Residential		Commercial
	Property		Property		Total

2004
Loans	$	332,554	$	431,872	$	764,426
Credit commitments		55,874		107,033		162,907

	$	388,428	$	538,905	$	927,333

2003
Loans	$	156,334	$	431,504	$	587,838
Credit commitments		34,532		76,523		111,055

	$	190,866	$	508,027	$	698,893



	Years Ended December 31


	2004					2003					2002


Income tax at statutory rate	$	14,339		35.0	%	$	12,587		35.0	%	$	10,761		35.0	%
State income tax, net of Federal benefit		2,068		5.1			1,923		5.4			1,038		3.4
Tax-exempt interest income		(2,944	)	(7.2	)		(2,730	)	(7.6	)		(2,592	)	(8.4	)
Non-deductible expenses and other		(33	)	(0.1	)		(25	)	(0.1	)		(47	)	(0.2	)

Provision for income taxes	$	13,430		32.8	%	$	11,755		32.7	%	$	9,160		29.8	%



	December 31, 2004				December 31, 2003

	Asset		Liability		Asset		Liability

Allowance for loan losses	$	4,744			$	4,625
Supplemental pension benefit		1,929				1,725
Minimum pension liability		645				648
Deferred compensation		693				692
Securities available for sale			$	1,016			$	1,997
Interest on non-accrual loans		194				285
SFAS 123 compensation cost		91				110
Depreciation				188				72
Other		8		284				256

	$	8,304	$	1,488	$	8,085	$	2,325



											Minimum
											To Be Well
						Minimum For					Capitalized Under
						Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provision

Bank Only	Amount		Ratio			Amount		Ratio			Amount		Ratio

As of December 31, 2004:
Total Capital (To Risk Weighted Assets)	$	161,397		15.5	%	$	83,214		8.0	%	$	104,017		10.0	%
Tier 1 Capital (To Risk Weighted Assets)		149,596		14.4			41,607		4.0			62,410		6.0
Tier 1 Capital (To Average Assets)		149,596		8.1			73,578		4.0			91,972		5.0
As of December 31, 2003:
Total Capital (To Risk Weighted Assets)	$	149,842		16.9	%	$	71,123		8.0	%	$	88,903		10.0	%
Tier 1 Capital (To Risk Weighted Assets)		138,719		15.6			35,561		4.0			53,342		6.0
Tier 1 Capital (To Average Assets)		138,719		8.4			65,967		4.0			82,459		5.0