10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission File number 030525

HUDSON VALLEY HOLDING CORP.

(Exact name of registrant as specified in its charter)


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)

Registrant’s telephone number, including area code: (914) 961-6100

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:


		Name of
		each exchange
		on which
Title of each Class		registered

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes o No x

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 a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o No x


		Outstanding at
		March 2,
Class		2009

Common Stock ($0.20 par value)		10,600,201 Shares

The aggregate market value on June 30, 2008 of voting stock held by non-affiliates of the Registrant was approximately $335,822,000.

Documents incorporated by reference:

Portions of the registrant’s definitive Proxy Statement for the 2009 Annual Meeting of Stockholders is incorporated by reference in Part III of this report and will be filed no later than 120 days from December 31, 2008.

PART I

ITEM 1 — BUSINESS

General

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 subsidiaries, Hudson Valley Bank, N.A. (“HVB”), a national banking association headquartered in Westchester County, New York and New York National Bank (“NYNB”), a national banking association headquartered in Bronx County, New York (together with HVB, “the Banks”). HVB is the successor to Hudson Valley Bank, a New York State bank originally established in 1972. NYNB is a national banking association which the Company acquired effective January 1, 2006. For the period from January 1, 2006 to November 19, 2007, NYNB was operated as a New York State bank. HVB has 17 branch offices in Westchester County, New York, 4 in Manhattan, New York, 2 in Bronx County, New York, 1 in Rockland County, New York, 1 in Queens County, New York, 1 in Kings County, New York and 4 in Fairfield County, Connecticut. NYNB has 3 branch offices in Manhattan, New York and 2 in Bronx County, New York. HVB has received regulatory approval to open full service branches at 54 Broad Street, Milford, Connecticut (New Haven County) and 111 Brook Street, Scarsdale, New York. HVB has applied for regulatory approval to open a full service branch at 2505 Main Street, Stratford (Fairfield County), Connecticut. NYNB has notified the Office of the Comptroller of the Currency that it intends to close 2 full service branches in Manhattan in the second quarter of 2009.

The Company provides investment management services through a wholly-owned subsidiary of HVB, A.R. Schmeidler & Co., Inc. (“ARS”), a money management firm, thereby generating fee income. ARS has offices at 500 Fifth Avenue in Manhattan, New York.

We derive substantially all of our revenue and income from providing banking and related services to businesses, professionals, municipalities, not-for-profit organizations and individuals within our market area. See “Our Market Area.”

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

Our principal customers are businesses, professionals, municipalities, not-for-profit organizations and individuals. Our strategy is to operate community-oriented banking institutions dedicated to providing personalized service to customers and focusing on products and services for selected segments of the market. We believe that our ability to attract and retain customers is due primarily to our focused approach to our markets, our personalized and professional services, our product offerings, our experienced staff, our knowledge of our local markets and our ability to provide responsive solutions to customer needs. We provide these products and services to a diverse range of customers and do not rely on a single large depositor for a significant percentage of deposits. We anticipate that we will continue to expand in our 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.

Forward-Looking Statements

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 refer 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 “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements.”

Subsidiaries of the Banks

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

In 1997, HVB formed a subsidiary (of which it 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 HVB.

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

In 2002, HVB 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 HVB.

In 2004, HVB 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.

In 1997, NYNB formed a wholly-owned subsidiary, 369 East 149th Street Corp., primarily for the purpose of owning and operating certain commercial real estate property of which NYNB is a tenant.

In 2008, NYNB formed a wholly-owned subsidiary, 369 East Realty Corp., primarily for the purpose of holding property obtained by NYNB through foreclosure in its normal course of business.

The Company has no separate operations or revenues apart from the Banks and their subsidiaries.

Employees

At December 31, 2008, we employed 478 full-time employees and 55 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.

Our Market Area

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 2006 census data, was $75,472. The County’s 2006 per capita income of $43,780 placed Westchester County among the highest of the nation’s counties. In December 2008, the County’s unemployment rate was 5.7 percent, as compared to New York State at 6.8 percent and the United States at 7.1 percent. The County has over 100,000 businesses, which form a large portion of our current and potential customer base. We continue to evaluate expansion opportunities in Westchester County.

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 2006 census data, the median household income in the city was $46,480, while the per capita income was $27,420. This places New York City in the top ranks of cities across the United States. In December 2008, New York City’s unemployment rate was 7.2%. The city also has a vibrant and diverse business community with more than 106,000 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).

New York City has many attractive attributes and we believe that there is an opportunity for community banks to service our niche markets of businesses and professionals very effectively. We expanded into the New York City market with the opening of our first branch in the Bronx in 1999 and subsequently opened a second branch in this borough in 2002. We entered the Manhattan market with the opening of a full-service branch in the Lincoln Building in 2002 and followed in April 2004 with a second full-service branch in lower Manhattan in the Woolworth Building. In December 2005 a third full-service branch was opened in Manhattan at 350 Park Avenue. Further

expansion in New York City continued in 2003 with the opening of a loan production office in Rego Park, Queens which converted to a full-service branch in 2005. Our acquisition of New York National Bank in January 2006 has added three additional full-service branches in Manhattan and two additional full-service branches in the Bronx. We continue to evaluate expansion opportunities in these three, as well as the other two boroughs of New York City.

We expanded into Rockland County, New York, by opening a full service branch in New City, New York in February 2007. Rockland County, New York, a suburban county, borders Westchester County, New York to the west. The County’s 2005 per capita income was $43,751. In December 2008, the County’s unemployment rate was 5.5%. We believe the County offers attractive opportunities for us to develop new customers within our niche markets of businesses, professionals and not-for-profit organizations.

We expanded our branch network into Fairfield County, Connecticut by opening a full-service branch in, Stamford, Connecticut in December 2007 a full service branch in Wesport, Connecticut in September 2008, a full service branch in Greenwich, Connecticut in October 2008 and a full service branch in Fairfield, Connecticut in December 2008. Fairfield County, Connecticut, a suburban county, borders Westchester County, New York to the east. The County’s 2006 per capita income was $45,805. In December 2008, the County’s unemployment rate was 5.9% as compared to the state of Connecticut’s unemployment rate of 6.6%. Fairfield County has very similar attributes to Westchester County, New York, where we have had success in attracting and retaining customers. HVB has received regulatory approval to open a full service branch in Milford, Connecticut, in New Haven County. We expect to apply for regulatory approval to expand further into Fairfield County.

Competition

The banking and financial services business in our market area is highly competitive. There are approximately 150 banking institutions with 2,510 branch banking offices in our Westchester County, Rockland County, Fairfield County, Connecticut and New York City market area. These banking institutions had deposits of approximately $542 billion as of June 30, 2008 according to Federal Deposit Insurance Corporation (“FDIC”) data. Our branches 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 us for both loans and deposits. We are smaller in size than most of our 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 view 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 us in pricing, delivery and marketing of their products and services.

In response to competition, we have focused our attention on customer service and on addressing the needs of 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.

Our strategy is to increase earnings through growth within our existing market. Our primary market area, Westchester County, Rockland County, Fairfield County and New York City, has a high concentration of the types of customers that we desire to serve. We expect to continue to expand by opening new full-service banking facilities and loan production offices, by expanding deposit gathering and loan originations in our market area, by enhancing and expanding computerized and telephonic products, by diversifying our products and services, by acquiring other

banks and related businesses and through strategic alliances and contractual relationships. During 2006, we expanded our loan participation activity. We increased the number of banks with which we would enter into loan participation agreements (to purchase), particularly with banks in New Jersey and on Long Island, New York. We believe this will facilitate accomplishing our loan growth objectives while also expanding lending opportunities outside our primary market area.

During the past five years, we have focused on maintaining existing customer relationships and adding new relationships by providing products and services that meet these customers’ needs. The focus of our products and services continues to be businesses, professionals, not-for-profit organizations and municipalities. We have expanded our market from Westchester County to include sections of New York City, Rockland County and Fairfield County, Connecticut. We have opened eight new facilities during the past five years, one in White Plains, Westchester County, one in Mamaroneck, Westchester County, three in Manhattan, New York, one in Queens County, New York, one in Bronx County, New York and one in New City, Rockland County. We anticipate opening at least 2 additional facilities during 2009. We expect to continue to open additional facilities in the future. We have invested in technology based products and services to meet customer needs. In addition, we have expanded products and services in our deposit gathering and lending programs, and our offering of investment management and trust services. As a result, we have approximately doubled our total assets during this five year period.

Lending

We engage in a variety of lending activities which are primarily categorized as real estate, commercial and industrial, individual and lease financing. At December 31, 2008, gross loans totaled $1,705.3 million. Gross loans were comprised of the following loan types:


Real estate	76.7	%
Commercial and industrial	21.0
Individuals	1.3
Lease financing	1.0

Total	100.0	%

At December 31, 2008, HVB’s unsecured lending limit to one borrower under applicable regulations was approximately $29.3 million and NYNB’s unsecured lending limit to one borrower under applicable regulations was approximately $1.6 million.

In managing our loan portfolios, we focus on:

(i) the application of its established underwriting criteria,


	(ii)	the establishment of individual lending authorities well below the Banks’ 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.

We utilize our credit department to assess acceptable and unacceptable credit risks based upon established underwriting criteria. We utilize our 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, we utilize systems and analysis which assist in monitoring loan delinquencies. We utilize our 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 qualified loan review firm reviews loans in our portfolios 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 firm reports directly to the Board of Directors.

In addition, we have participated in loans originated by various other financial institutions within the normal course of business and within standard industry practices.

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

Deposits

We offer deposit products ranging in maturity from demand-type accounts to certificates of deposit with maturities of up to 5 years. Deposits are generally derived from customers within our primary marketplace. We solicit only certain types of deposits from outside our market area, primarily from certain professionals and government agencies. We also utilize brokered certificates of deposits as a source of funding and to manage interest rate risk.

We set deposit rates to remain generally competitive with other financial institutions in our market, although we do not generally seek to match the highest rates paid by competing institutions. We have established a process to review interest rates on all deposit products and, based upon this process, update our deposit rates weekly. This process also established a procedure to set deposit interest rates on a relationship basis and to periodically review these deposit rates. Our Asset/Liability Management Policy and our 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 our primary source of liquidity.

We offer deposit pick up services for certain business customers. We have 26 automated teller machines, or ATMs, at various locations, which generate activity fees based on use by other banks’ customers.

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

Portfolio Management Services

We provide investment management services to our customers and others through a subsidiary, A. R. Schmeidler & Co., Inc. The acquisition of this firm has allowed us to expand our investment management services to customers and to expand revenue by offering such services. We anticipate that we will continue to expand this line of business.

Other Services

We also provide 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. We have no current plans to expand this line of business.

Segments

We maintain only one business segment which is discussed in more detail in Note 1 to the financial statements in Item 15 which is incorporated by reference herein.

Supervision and Regulation

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 the supervision and regulation of the Banks. These summaries do not purport to be complete and are qualified in their entirety by reference to applicable laws, rules and regulations.

As a bank holding company, we are regulated by and subject to the supervision of the Board of Governors of the Federal Reserve System (the “FRB”) and are 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 owns a financial subsidiary, A.R. Schmeidler & Co., Inc.

We believe we meet the regulatory criteria that would enable us to elect to become a financial holding company. At this time, we have determined not to make such an election, although we may do so in the future.

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 we offer.

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 HVB or NYNB. Federal bank regulatory agencies also have the authority to limit further HVB’s or NYNB’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, 2008, HVB could have declared additional dividends of approximately $15.9 million to the Company without prior regulatory approval. Under applicable banking statutes, NYNB could not have declared dividends to the Company at December 31, 2008.

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 Banks.

The FRB has established capital adequacy guidelines for bank holding companies that are similar to the FDIC capital requirements for the Banks 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.

The Company, HVB and NYNB 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. The Company, HVB, and NYNB each exceeded all current regulatory capital requirements to be considered in the “well capitalized” category at December 31, 2008. Management intends to conduct the affairs of the Company and its subsidiary banks so as to maintain a strong capital position in the future.

Emergency Economic Stabilization Act of 2008

In response to the financial crisis affecting the banking system and financial markets, on October 3, 2008, the Emergency Economic Stabilization Act of 2008 (“EESA”) was signed into law and established the Troubled Asset Relief Program (“TARP”). As part of TARP, the Treasury established the Capital Purchase Program (“CPP”) to provide up to $700 billion of funding to eligible financial institutions through the purchase of capital stock and other financial instruments for the purpose of stabilizing and providing liquidity to the U.S. financial markets. In connection with EESA, there have been numerous actions by the Federal Reserve Board, Congress, the Treasury, the FDIC, the SEC and others to further the economic and banking industry stabilization efforts under EESA. The Corporation elected not to participate in the CPP.

Temporary Liquidity Guarantee Program

On November 21, 2008, the Board of Directors of the FDIC adopted a final rule relating to the Temporary Liquidity Guarantee Program (“TLG Program”), also a part of EESA. The TLG Program was announced by the FDIC on October 14, 2008, preceded by the determination of systemic risk by the Secretary of the Department of Treasury (after consultation with the President), as an initiative to counter the system-wide crisis in the nation’s financial sector. Under the TLG Program the FDIC will (i) guarantee, through the earlier of maturity or June 30, 2012, certain newly issued senior unsecured debt issued by participating institutions on or after October 14, 2008, and before June 30, 2009 and (ii) provide full FDIC deposit insurance coverage for non-interest bearing transaction deposit accounts, Negotiable Order of Withdrawal (“NOW”) accounts paying less than 0.5% interest per annum and Interest on Lawyers Trust Accounts accounts held at participating FDIC- insured institutions through December 31, 2009. Coverage under the TLG Program was available for the first 30 days without charge. The fee assessment for coverage of senior unsecured debt ranges from 50 basis points to 100 basis points per annum, depending on the initial maturity of the debt. The fee assessment for deposit insurance coverage is 10 basis points per quarter on amounts in covered accounts exceeding $250,000. The Corporation has elected to participate in both guarantee programs.

American Recovery and Reinvestment Act of 2009

The American Recovery and Reinvestment Act of 2009, (the “Stimulus Act”), was signed into law on February 17, 2009. The Stimulus Act includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, the Stimulus Act imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients, until the institution has repaid the Treasury.

Future Legislation

Various legislation affecting financial institutions and the financial industry is from time to time introduced in Congress. Such legislation may change banking statutes and the operating environment of the Corporation and its subsidiaries in substantial and unpredictable ways, and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations, would have on the financial condition or results of operations of the Corporation or any of its subsidiaries. With the recent enactments of EESA and the Stimulus Act, the nature and extent of future legislative and regulatory changes affecting financial institutions is very unpredictable at this time.

Regulation of Bank Subsidiaries

The Banks are both subject to the supervision of, and to regular examination by, the Office of the Comptroller of the Currency (“OCC”). Various laws and the regulations thereunder applicable to the Company and the Banks impose restrictions and requirements in many areas, including capital requirements, the maintenance of reserves, establishment of new offices, the making of loans and investments, consumer protection, employment practices, bank acquisitions and entry into new types of business. There are various legal limitations, including Sections 23A and 23B of the Federal Reserve Act, which govern the extent to which a bank subsidiary may finance or otherwise supply funds to its holding company or its holding company’s non-bank subsidiaries. Under federal law, no bank subsidiary may, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, its parent or the non-bank subsidiaries of its parent (other than direct subsidiaries of such bank which are not financial subsidiaries) or take their securities as collateral for loans to any borrower. Each bank subsidiary is also subject to collateral security requirements for any loans or extensions of credit permitted by such exceptions.

Dividend Limitations

The Company is a legal entity separate and distinct from its subsidiaries. The Company’s revenues (on a parent company only basis) result in substantial part from dividends paid by the Banks. The Banks’ dividend payments, without prior regulatory approval, are subject to regulatory limitations. Under the National Bank Act, dividends may be declared only if, after payment thereof, capital would be unimpaired and remaining surplus would equal 100 percent of capital. Moreover, a national bank may declare, in any one year, dividends only in an amount aggregating not more than the sum of its net profits for such year and its retained net profits for the preceding two years. In addition, the bank regulatory agencies have the authority to prohibit the Banks from paying dividends or otherwise supplying funds to the Company if the supervising agency determines that such payment would constitute an unsafe or unsound banking practice. Under applicable banking statutes, at December 31, 2008, HVB could have declared additional dividends of approximately $15.9 million to the Company without prior regulatory approval. Under applicable banking statutes, NYNB could not have declared dividends to the Company at December 31, 2008.

Capital Standards

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 generally must appoint a receiver for a bank if the bank remains critically undercapitalized during the calendar quarter beginning 270 days after the date on which the bank became critically undercapitalized.

The OCC’s regulations implementing these provisions of FDICIA provide that an institution will be classified as “well capitalized” if it (i) has a total risk-based capital ratio of at least 10.0 percent, (ii) has a Tier 1 risk-based capital ratio of at least 6.0 percent, (iii) has a Tier 1 leverage ratio of at least 5.0 percent, and (iv) meets certain other requirements. An institution will be classified as “adequately capitalized” if it (i) has a total risk-based capital ratio of at least 8.0 percent, (ii) has a Tier 1 risk-based capital ratio of at least 4.0 percent, (iii) has a Tier 1 leverage ratio of (a) at least 4.0 percent or (b) at least 3.0 percent if the institution was rated 1 in its most recent examination, and (iv) does not meet the definition of “well capitalized.” An institution will be classified as “undercapitalized” if it (i) has a total risk-based capital ratio of less than 8.0 percent, (ii) has a Tier 1 risk-based capital ratio of less than 4.0 percent, or (iii) has a Tier 1 leverage ratio of (a) less than 4.0 percent or (b) less than 3.0 percent if the institution

was rated 1 in its most recent examination. An institution will be classified as “significantly undercapitalized” if it (i) has a total risk-based capital ratio of less than 6.0 percent, (ii) has a Tier 1 risk-based capital ratio of less than 3.0 percent, or (iii) has a Tier 1 leverage ratio of less than 3.0 percent. An institution will be classified as “critically undercapitalized” if it has a tangible equity to total assets ratio that is equal to or less than 2.0 percent. An insured depository institution may be deemed to be in a lower capitalization category if it receives an unsatisfactory examination rating. Similar categories apply to bank holding companies.

In addition, significant provisions of FDICIA required federal banking regulators to impose standards in a number of other important areas to assure bank safety and soundness, including internal controls, information systems and internal audit systems, credit underwriting, asset growth, compensation, loan documentation and interest rate exposure.

See Note 10 to the Consolidated Financial Statements.

Loans to Related Parties

The Banks’ authority to extend credit to its directors, executive officers and 10 percent stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of the National Bank Act, Sarbanes-Oxley Act and Regulation O of the FRB thereunder. Among other things, these provisions require that extensions of credit to insiders (i) be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with other persons not related to the lender and that do not involve more than the normal risk of repayment or present other unfavorable features and (ii) not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Banks’ capital. In addition, extensions of credit in excess of certain limits must be approved by the Banks’ Board of Directors. Under the Sarbanes-Oxley Act, the Company and its subsidiaries, other than the Banks, may not extend or arrange for any personal loans to its directors and executive officers.

FIRREA

Under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”), a depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution in danger of default. These provisions have commonly been referred to as FIRREA’s “cross guarantee” provisions. Further, under FIRREA, the failure to meet capital guidelines could subject a bank to a variety of enforcement remedies available to federal regulatory authorities.

FIRREA also imposes certain independent appraisal requirements upon a bank’s real estate lending activities and further imposes certain loan-to-value restrictions on a bank’s real estate lending activities. The bank regulators have promulgated regulations in these areas.

Community Reinvestment Act and Fair Lending Developments

Under the Community Reinvestment Act (“CRA”), as implemented by FDIC regulations, the Banks have a continuing and affirmative obligation consistent with their safe and sound operation to help meet the credit needs of their 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 bank, 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. 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 May 2007, HVB received a rating of “Satisfactory.” As of its latest CRA examination in November 2006, NYNB received a rating of “Satisfactory.”

USA Patriot Act

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 our compliance activities, but has not otherwise affected our operations.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) added new legal requirements for public companies affecting corporate governance, accounting and corporate reporting.

The Sarbanes-Oxley Act provides for, among other things:


	•	a prohibition on personal loans made or arranged by the issuer to its directors and executive officers (except for loans made by a bank subject to Regulation O);

	•	independence requirements for audit committee members;

	•	independence requirements for company auditors;

	•	certification of financial statements within the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q by the chief executive officer and the chief financial officer;

	•	the forfeiture by the chief executive officer and the chief financial officer of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by such officers in the twelve month period following initial publication of any financial statements that later require restatement due to corporate misconduct;

	•	disclosure of off-balance sheet transactions;

	•	two-business day filing requirements for insiders filing on Form 4;

	•	disclosure of a code of ethics for financial officers and filing a Current Report on Form 8-K for a change in or waiver of such code;

	•	the reporting of securities violations “up the ladder” by both in-house and outside attorneys;

	•	restrictions on the use of non-GAAP financial measures in press releases and SEC filings;

	•	the formation of a public accounting oversight board;


	•	various increased criminal penalties for violations of securities laws; and

	•	an assertion by management with respect to the effectiveness of internal control over financial reporting.

Governmental Monetary Policy

Our business and earnings depend in large part on differences in interest rates. One of the most significant factors affecting our earnings is the difference between (1) the interest rates paid by us on our deposits and other borrowings (liabilities) and (2) the interest rates received by us on loans made to our customers and securities held in our investment portfolios (assets). The value of and yield on our assets and the rates paid on our liabilities are sensitive to changes in prevailing market rates of interest. Therefore, our earnings and growth 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, we cannot predict possible future changes in interest rates, deposit levels, loan demand, or availability of investment securities and the resulting effect our business or earnings.

Investment Advisers Act of 1940

A. R. Schmeidler & Co., Inc., is a money manager registered as an investment adviser under the federal Investment Advisers Act of 1940. ARS 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.

Available Information

We make available free of charge on our website (http://www.hudsonvalleybank.com) our 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. We provide electronic or paper copies of filings free of charge upon request.

ITEM 1A — RISK FACTORS

Risks Related to Our Business

Recent negative developments in the financial services industry and U.S. and global credit markets may adversely impact our operations and results.

Negative developments since the latter half of 2007 in the credit and capital markets have created significant volatility in the financial markets and are forecasted to result in higher unemployment and deterioration of the U.S. and global economies in 2009 and perhaps beyond. Commercial and consumer asset quality has deteriorated at many institutions and the competition for deposits and quality loans has increased significantly. In addition, the values of real estate collateral supporting many commercial loans and home mortgages have declined and may continue to decline. Stock prices of financial institutions and their holding companies have declined substantially, increasing the cost of raising capital and borrowing in the debt markets compared to recent years. As a result, there is a potential for new federal or state laws and regulations regarding lending and funding practices and liquidity standards, and financial institution regulatory agencies are expected to be very aggressive in responding to concerns and trends identified in examinations, including the more frequent issuance of formal enforcement orders. Negative developments in the financial services industry and the impact of new legislation in response to those developments could negatively impact our operations by restricting our business operations, including our ability to originate or sell loans, and adversely impact our financial performance.

Declines in value may adversely impact the carrying amount of our investment portfolio and result in other-than-temporary impairment charges.

As of December 31, 2008, we had trust preferred debt obligations with an aggregate book value of $19.2 million and an unrealized loss of approximately $8.4 million. As a result of recent adverse economic banking conditions, we incurred pretax other-than-temporary impairment charges in our securities portfolio of approximately $1.1 million during the third quarter of 2008. We may be required to record additional impairment charges on other of our investment securities if they suffer a decline in value that is considered other-than-temporary. Numerous factors, including lack of liquidity for resales of certain investment securities, absence of reliable pricing information for investment securities, adverse changes in business climate or adverse actions by regulators could have a negative effect on our investment portfolio in future periods. If an impairment charge is significant enough it could affect the ability of Hudson Valley Bank, N.A. to upstream dividends to us, which could have a material adverse effect on our liquidity and our ability to pay dividends to shareholders and could also negatively impact our regulatory capital ratios and result in us not being classified as “well-capitalized” for regulatory purposes.

Increases to the allowance for credit losses may cause our earnings to decrease.

Our customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. This may result in significant loan losses, which could have a material adverse effect on our operating results. We make various assumptions and judgments about the future performance of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the amount of the allowance for credit losses, we rely on loan quality reviews, past experience, and an evaluation of economic conditions, among other factors. If our assumptions prove to be incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to the allowance. In addition, bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our results of operations and/or financial condition.

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 and to an increasing extent, Rockland County and Fairfield County, Connecticut, with a primary focus on 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 asset quality, operations and limit our future growth potential. The Company’s primary lending market area and asset quality have been adversely affected by the current economic downturn. Continuation or worsening of these conditions could have a additional negative effects on our business in the future.

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.

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. Our market area has a very high density of financial institutions, many of which are branches of institutions which are significantly larger than we are 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 operate in a highly regulated industry and could be adversely affected by governmental monetary policy or regulatory change.

We are subject to regulation by several government agencies, including the FRB, the FDIC, and the OCC. Changes in governmental economic and monetary policy not only can affect our ability 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 we 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.

The opening of new branches could reduce our profitability.

We have recently adopted a strategy of broader expansion of our branch network through de novo branches. The opening of a new branch requires us to incur a number of up-front expenses associated with the leasing and build-out of the space to be occupied by the branch, the staffing of the branch and similar matters. These expenses are typically greater than the income generated by the branch until it builds up its customer base. In opening branches in a new locality we may also encounter unanticipated problems in adjusting to local market conditions.

Our income is sensitive to changes in interest rates.

Our profitability, like that of most banking institutions, depends to a large extent upon our 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, our results of operations and financial condition depend largely on movements in market interest rates and our ability to manage our assets and liabilities in response to such movements.

We try to manage our interest rate risk exposure by closely monitoring our assets and liabilities in an effort to reduce the effects of changes in interest rates primarily by altering the mix and maturity of our loans, investments and funding sources.

Currently, we believe that our income would be minimally changed in the twelve months following December 31, 2008 due to changes in the interest rate environment. However, conditions such as a flat or inverted yield curve could have an adverse effect on our 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 we originate, as well as the value of our 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 our existing portfolios, 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 we 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 85% of the loans held by the Banks as of December 31, 2008 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. We currently own three properties acquired in foreclosure, totaling $5.4 million. Under federal and state environmental laws, we could face liability for some or all of the costs of removing hazardous substances, contaminants or pollutants from properties we acquire 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 real estate market could negatively affect our business.

A downturn in the real estate market could negatively affect our business because a significant portion (approximately 85% as of December 31, 2008) of our loans are secured, either on a primary or secondary basis, by real estate. Our ability to recover on defaulted loans by selling the real estate collateral would then be diminished and we would be more likely to suffer losses on defaulted loans. The Company’s loans have already been adversely affected by the current decline in the real estate market. Continuation or worsening of such conditions could have additional negative effects on our business in the future.

A downturn in the real estate market could also result in lower customer demand for real estate loans. This could in turn result in decreased profits, as our alternative investments, such as securities, generally yield less than real estate loans.

Technological change may affect our ability to compete.

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.

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.

We have historically created a secondary market for our stock by issuing offers to repurchase shares from any shareholder. However, we are not obligated to issue such offers to repurchase shares in the future and may discontinue or limit such offers at any time.

If our 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 long-term investment and should be prepared to bear the economic risk of an investment in the common stock for an indefinite period. Investors who may need or wish to dispose of all or a part of their investments in the common stock may not be able to do so except by private, direct negotiations with third parties.

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. 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.

Government regulation restricts our ability to pay cash dividends.

Dividends from HVB are the only current significant source of cash for the Company. There are various statutory and regulatory limitations regarding the extent to which HVB and NYNB can pay dividends or otherwise transfer funds to the Company. Federal bank regulatory agencies also have the authority to limit further the Banks’ payment of dividends based on such factors as the maintenance of adequate capital for each Bank, which could reduce the amount of dividends otherwise payable. We paid a cash dividend to our shareholders of $1.85 per share in 2008, and $1.64 per share in 2007 (adjusted for subsequent stock dividends). Under applicable banking statutes, at December 31, 2008, HVB could have declared dividends of approximately $15.9 million to the Company without prior regulatory approval. Under applicable banking statutes, NYNB could not have declared dividends to the Company at December 31, 2008. No assurance can be given that the Banks 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 us to maintain adequate levels of capital. The failure to maintain adequate capital or to comply with applicable laws, regulations and supervisory agreements could subject us 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 our regulatory authorities if the agency believes that our financial condition warrants such a restriction.

Our 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.

The Board of Governors of the Federal Reserve System issued a supervisory letter dated February 24, 2009 to bank holding companies that contains guidance on when the board of directors of a bank holding company should eliminate, defer or severely limit dividends including, for example, when net income available for shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends. The letter also contains guidance on the redemption of stock by bank holding companies which urges bank holding companies to advise the Federal Reserve of any such redemption or repurchase of common stock for cash or other value which results in the net reduction of a bank holding company’s capital during the quarter.

In the event of a liquidation or reorganization of the Banks, the ability of holders of debt and equity securities of the Company to benefit from the distribution of assets from the Banks upon any such liquidation or reorganization would be subordinate to prior claims of creditors of the Banks (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 Banks.

ITEM 1B — UNRESOLVED STAFF COMMENTS

None.

ITEM 2 — PROPERTIES

Our principal executive offices, including administrative and operating departments, are located at 21 Scarsdale Road, Yonkers, New York, in premises we own. HVB’s main branch is located at 1055 Summer Street, Stamford, Connecticut, in premises we lease. NYNB’s main branch is located at 369 East 149^th Street, Bronx, New York in premises that we own.

HVB operates 30 branches. HVB owns the following branch locations :


Address	City	County	State

37 East Main Street	Elmsford	Westchester	New York
61 South Broadway	Yonkers	Westchester	New York
150 Lake Avenue	Yonkers	Westchester	New York
865 McLean Avenue	Yonkers	Westchester	New York
512 South Broadway	Yonkers	Westchester	New York
21 Scarsdale Road	Yonkers	Westchester	New York
664 Main Street	Mount Kisco	Westchester	New York

HVB leases the following branch locations:


Address	City	County	State

35 East Grassy Sprain Road	Yonkers	Westchester	New York
403 East Sandford Boulevard	Mount Vernon	Westchester	New York
1835 East Main Street	Peekskill	Westchester	New York
500 Westchester Avenue	Port Chester	Westchester	New York
233 Marble Avenue	Thornwood	Westchester	New York
328 Central Avenue	White Plains	Westchester	New York
5 Huguenot Street	New Rochelle	Westchester	New York
40 Church Street	White Plains	Westchester	New York
875 Mamaroneck Avenue	Mamaroneck	Westchester	New York
399 Knollwood Road	White Plains	Westchester	New York
3130 East Tremont Avenue	Bronx	Bronx	New York
975 Allerton Avenue	Bronx	Bronx	New York
16 Court Street	Brooklyn	Kings	New York
60 East 42nd Street	Manhattan	New York	New York
233 Broadway	Manhattan	New York	New York
350 Park Avenue	Manhattan	New York	New York
112 West 34th Street	Manhattan	New York	New York
New York, NY 10120	Flushing	Queens	New York
254 South Main Street	New City	Rockland	New York
1055 Summer Street	Stamford	Fairfield	Connecticut
420 Post Road West	Westport	Fairfield	Connecticut
500 West Putnam Avenue	Greenwich	Fairfield	Connecticut
200 Post Road	Fairfield	Fairfield	Connecticut

NYNB operates 5 branches. NYNB owns the following branch locations:


Address	City	County	State

369 East 149th Street	Bronx	Bronx	New York
2256 Second Avenue	Manhattan	New York	New York

NYNB leases the following branch locations:


Address	City	County	State

1042 Westchester Avenue	Bronx	Bronx	New York
4211 Broadway	Manhattan	New York	New York
619 Main Street	Roosevelt Island	New York	New York

NYNB has notified the OCC that it intends to close the leased branches located at 4211 Broadway, Manhattan, New York and 619 Main Street, Roosevelt Island, New York. Of the remaining leased properties, 2 HVB properties located in Port Chester and Peekskill, New York, have lease terms that expire within the next 2 years, with each lease subject to our renewal option. We currently expect to exercise our renewal option on the leases of each of these properties.

A. R. Schmeidler & Co., Inc is located at 500 Fifth Avenue, New York, New York in leased premises.

We currently operate 26 ATM machines, 23 of which are located in the Banks’ facilities. Three ATMs are located at off-site locations: St. Joseph’s Hospital, Yonkers, College of Mount Saint Vincent, Riverdale, New York, and Concordia College, Bronxville, New York.

In our opinion, the premises, fixtures and equipment are adequate and suitable for the conduct of our business. All facilities are well maintained and provide adequate parking.

ITEM 3 — LEGAL PROCEEDINGS

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.

ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of shareholders of Hudson Valley Holding Corp. during the fourth quarter of 2008.

PART II

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

Our common stock was held of record as of March 2, 2009 by approximately 1,075 shareholders. Our common stock trades on a limited and sporadic basis in the over-the-counter market under the symbol “HUVL”. We have historically purchased shares of common stock from shareholders at a price we believe to be the fair market value at the time. Some of these purchases are made pursuant to Stock Restriction Agreements which give us a right of first refusal if the shareholder wishes to sell his or her shares. The majority of transactions in our common stock are sales to the Company or private transactions. There can be no assurance that we will purchase any additional stock in the future.

The table below sets forth the high and the low prices per share at which we purchased shares of our common stock from shareholders in 2008 and 2007. The price per share has been adjusted to reflect the 10 percent stock dividends to shareholders in December 2008 and 2007.


	2008				2007
	High		Low		High		Low

First Quarter	$	51.82	$	47.27	$	48.90	$	35.33
Second Quarter		59.09		47.95		46.28		36.15
Third Quarter		47.95		47.95		46.90		46.28
Fourth Quarter		48.00		47.95		47.27		46.69

The foregoing prices were not subject to retail markup, markdown or commission.

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 2008, $0.44 per share to shareholders of record on February 8; $0.46 per share to shareholders of record May 16, August 15 and November 14. In 2007, $0.41 per share to shareholders of record on February 9, May 4, August 10 and November 9. Dividends per share have been adjusted to reflect the 10 percent stock dividends to shareholders in December 2008 and 2007.

Stock dividends of 10 percent each (one share for every 10 outstanding shares) were declared by the Company for shareholders of record on December 12, 2008 and December 9, 2007.

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 HVB 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 Banks and their 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 Banks. The Company’s right to participate in any distribution of the assets or earnings of the Banks is subordinate to prior claims of creditors of the Banks.

On December 5, 2008, the Company sold 1,829 shares of its common stock to HVB for $96,480 in cash in transactions that did not involve a public offering. These shares were acquired by HVB for subsequent distribution to the former owners of ARS as part of a performance based payment made in accordance with the terms of the ARS acquisition agreement. On December 11, 2008, the Company sold 2,778 shares of its common stock to existing common shareholders for $146,539 in cash in transactions that did not involve a public offering. These shares were sold to certain directors of the Company under a program where directors may elect to receive a portion of their director’s fees in common stock in lieu of cash. In conducting each of the sales, the Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933. The proceeds from the sales were used for general corporate purposes.

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, 2008.

Total Number

Maximum Number

of Shares

Purchased as

That May

Part of

Yet Be

Total Number

Average Price

Publicly

Purchased

of Shares

Paid Per

Announced

Under the

Period

Purchased

Share

Programs

Programs(2)

October 1-October 31, 2008(1)

3,877

52.75

3,877

November 1-November 30, 2008(1)

15,405

52.75

15,405

December 1 - December 31, 2008(1)(2)

120,022

48.80

120,022

280,315

Total

139,304

49.52

139,304

280,315


(1)	On February 26, 2008, the Company announced that the Board of Directors had approved a share repurchase program, effective February 22, 2008, which authorized the repurchase of up to 250,000 of the Company’s shares at a price of $52.75 per share. This offer expired on May 27, 2008, when it was extended to September 3, 2008, when it was further extended through December 12, 2008 at the same price per share.

(2)	On December 2, 2008, the Company announced that the Board of Directors had approved a share repurchase program, effective December 15, 2008, which authorized the repurchase of up to 300,000 of the Company’s shares at a price of $48.00 per share. This offer was subsequently increased to 375,000 shares. The full amount of authorized shares were repurchased prior to the March 3, 2009 expiration of the program.

ITEM 6 — SELECTED FINANCIAL DATA

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, 2008 and 2007, and for the years ended December 31, 2008, 2007 and 2006, 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, 2006, 2005 and 2004 and for the years ended December 31, 2005 and 2004 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 2008, 2007, 2006 and 2005. 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.


	Year Ended December 31,
	2008		2007		2006		2005		2004
	(000’s except share data)

Operating Results:
Total interest income	$	140,112	$	150,367	$	141,157	$	110,364	$	88,432
Total interest expense		30,083		46,299		41,600		25,306		16,795

Net interest income		110,029		104,068		99,557		85,058		71,637
Provision for loan losses		11,025		1,470		2,130		2,059		473
Income before income taxes		46,523		52,742		52,094		46,983		40,970
Net income		30,877		34,483		34,059		30,945		27,540
Basic earnings per common share		2.84		3.20		3.14		2.86		2.57
Diluted earning per common share		2.74		3.08		3.05		2.77		2.52
Weighted average shares outstanding		10,881,761		10,767,920		10,832,709		9,822,647		9,732,197
Diluted weighted average share outstanding		11,250,087		11,199,663		11,180,736		10,170,674		9,927,759
Cash dividends per common share		1.85		1.64		1.46		1.26		1.07


	December 31,
	2008		2007		2006		2005		2004

Financial position:
Securities	$	671,355	$	780,251	$	917,660	$	883,992	$	875,120
Loans, net		1,677,611		1,289,641		1,205,243		1,009,819		862,496
Total assets		2,540,890		2,330,748		2,291,734		2,032,721		1,840,874
Deposits		1,839,326		1,812,542		1,626,441		1,407,996		1,235,341
Borrowings		466,398		286,941		456,559		435,212		427,593
Stockholders’ equity		207,501		203,687		185,566		169,789		159,662

Financial Ratios

Significant ratios of the Company for the periods indicated are as follows:


	December 31,
	2008			2007			2006			2005			2004

Earnings Ratios
Net income as a percentage of:
Average earning assets		1.39	%		1.59	%		1.64	%		1.67	%		1.63	%
Average total assets		1.30			1.49			1.54			1.58			1.55
Average total stockholders’ equity		14.76			18.03			19.40			18.77			18.33
Adjusted average total stockholders equity(1)		14.55			17.61			18.57			18.54			18.55
Capital Ratios
Average total stockholders’ equity to average total assets		8.79	%		8.27	%		7.95	%		8.44	%		8.48	%
Average net loans as a multiple of average total stockholders’ equity		7.09			6.45			6.44			5.63			5.20
Leverage capital		7.53			8.31			7.74			8.30			8.17
Tier 1 capital (to risk weighted assets)		10.11			12.61			12.32			13.82			14.46
Total risk-based capital (to risk weighted assets)		11.33			13.77			13.49			14.94			15.59
Other
Allowance for loan losses as a percentage of year-end loans		1.33	%		1.33	%		1.37	%		1.32	%		1.35	%
Loans (net) as a percentage of year-end total assets		66.02			55.33			52.59			49.68			46.85
Loans (net) as a percentage of year-end total deposits		91.21			71.15			74.10			71.72			69.82
Securities as a percentage of year-end total assets		26.43			32.03			40.04			41.02			47.54
Average interest earning assets as a percentage of average interest bearing liabilities		146.90			146.83			148.34			153.96			155.28
Dividends per share as a percentage of diluted earnings per share		67.35			53.40			47.79			45.40			42.62

(1)

Adjusted average stockholders’ equity excludes unrealized losses, net of tax, of $2,955, $4,521, $7,846 and $2,108 in 2008, 2007, 2006 and 2005, respectively, and unrealized gains, net of tax, of $1,706 in 2004, respectively, on securities available for sale. Management believes this alternate presentation more closely reflects actual performance, as it is more consistent with the Company’s stated asset/liability management strategies, which have not resulted in significant realization of temporary market gains or losses on securities available for sale which were primarily related to changes in interest rates. As noted in the Company’s Proxy Statement, which is incorporated herein by reference, net income as a percentage of adjusted average stockholders’ equity is one of several factors utilized by management to determine total compensation.

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, 2008 and 2007, and consolidated results of operations for each of the three years in the period ended December 31, 2008. The Company is consolidated with its wholly-owned subsidiaries, Hudson Valley Bank, N.A. and its subsidiaries, 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 “HVB”) and New York National Bank and it’s subsidiaries, 369 East 149th Street Corp. and 369 East Realty Corp. (collectively “NYNB”). As further discussed in Note 18 to the Consolidated Financial Statements included elsewhere herein, a previously issued Consolidated Statement of Cash Flows for the year ended December 31, 2006 contained errors resulting primarily from the misclassification of changes in bank owned life insurance, goodwill and intangible assets as operating cash flows rather than investing activities. This discussion and analysis has been revised for the effects of the restatement. 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.

Overview of Management’s Discussion and Analysis

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 businesses, professionals, municipalities, not-for profit organizations and individuals within its market area, primarily Westchester County and Rockland County, New York, portions of New York City and Fairfield County, Connecticut. 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 non interest 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. Considering current economic conditions, the Company’s primary market risk exposures are interest rate risk, the risk of deterioration of market values of collateral supporting the Company’s loan portfolio, particularly commercial and residential real estate and potential risks associated with the impact of regulatory changes that may take place in reaction to the current crisis in the financial system. Interest rate risk is the exposure of net interest income to changes in interest rates. Commercial and residential real estate are the primary collateral for the majority of company’s loans.

The year 2008 marked the beginning of an extremely difficult period for the overall economy in general and for the financial services industry in particular. This wide ranging economic downturn has had extremely negative effects on all financial sectors both domestic and foreign. During 2008 we have witnessed the financial collapse of several financial institutions including the country’s largest savings bank and two large Wall Street investment banking firms. In addition, the U.S. Congress has enacted unprecedented financial assistance legislation in an attempt to shore up the financial markets and provide needed credit to a faltering economy. Perhaps the most severe impact of this downturn has been felt by the real estate industry, which is a major source of both the deposit and loan businesses of the Company. The Company experienced a general decline in average deposit balances of customers in all sectors of the real estate industry as activity has been severely curtailed as a result of the current economic downturn. In addition, the Company has experienced sharp declines in the value of real estate collateral supporting the majority of it’s loans, and the lack of a liquid market for a small part of it’s investment portfolio. Despite these conditions, the Company was able to effectively offset the general decline in average deposit balances of existing customers with new deposit activity while continuing to provide significant lending availability to it’s customers throughout the year. Management expects that the Company will experience continued pressure from these adverse conditions in 2009.

Net income for 2008 was $30.9 million or $2.74 per diluted share, a decrease of $3.6 million or 10.4 percent compared to $34.5 million or $3.08 per diluted share in 2007. The decline in net income resulted primarily from a

significantly higher provision for loan losses in 2008, higher noninterest expense and a higher adjustment for other-than-temporary impairment of investments, partially offset by higher net interest income, higher noninterest income and lower income taxes.

Total deposits, excluding the effects of a $97 million temporary deposit in a money market account from late December 2007 through early February 2008 and $75 million of brokered certificates of deposit added in September 2008, were essentially unchanged at December 31, 2008 as compared to the prior year end date. The Company did experience growth in new customers both in existing branches and new branches added during 2008, however this growth was offset by some declines in balances of existing customers, primarily those customers directly involved in or supported by the real estate industry.

Total loans grew significantly in 2008 as the company continued to provide lending availability to new and existing customers. This growth, however, was accompanied by a slowdown in payments of certain loans, such as construction loans, whose repayment is often dependent on sales of completed real estate projects which have been adversely impacted by the severe economic conditions currently affecting the real estate markets.

The Company increased its noninterest income in 2008, primarily as a result of increases in investment advisory fees of its subsidiary A.R. Schmeidler & Co., Inc., a registered investment advisory firm located in Manhattan, New York. Fee income from this source, however, began to decline in the fourth quarter of 2008 and is expected to continue to decline, at least in the near term, as a result of the effects of significant declines in both domestic and international markets. At December 31, 2008, A.R. Schmeidler & Co., Inc. had approximately $1.0 billion of assets under management compared to approximately $1.3 billion at December 31, 2007.

Nonperforming assets and charge-offs increased dramatically during 2008 and overall asset quality has been adversely affected by the current state of the economy. During the year the Company has experienced slowdowns in repayments and declines in the loan-to-value ratios on existing loans. However, as a result of the Company’s conservative underwriting and investment standards both before and during the current economic crisis, the Company’s overall asset quality continues to be satisfactory. The Company does not originate loans similar to payment option loans or loans that allow for negative interest amortization. The Company does not engage in sub-prime lending nor does it offer loans with low “teaser” rates or high loan-to-value ratios to sub-prime borrowers. At December 31, 2008, the Company had no sub-prime loans in its portfolio. In addition, the Company has not invested in mortgage-backed securities secured by sub-prime loans. These conservative practices somewhat protected the Company from the immediate effects of the early stages of the current financial crisis. However, the severity of the economic downturn has since extended well beyond the sub-prime lending issue, and has resulted in declines in the demand for and values of virtually all commercial and residential real estate properties. These declines, together with the fact that available residential mortgage financing had all but disappeared by the end of 2008, have put downward pressure on the overall asset quality of virtually all financial institutions, including the Company. Continuation or worsening of such conditions could have additional significant adverse effects on asset quality in the future.

The flat yield curve put downward pressure on the Company’s net interest income as liabilities repriced at higher rates and maturing longer term assets repriced at similar or only slightly higher rates. The 500 basis point reduction of short-term interest rates from September 2007 through December 2008 has resulted in some improvement in yield curve, however with interest rates at such historically low levels, availability of long-term financing at reasonable rates has been limited. This has resulted in financial institutions replacing maturing long-term borrowings with short-term debt. While replacing long-term borrowings with lower cost short-term debt may have a positive impact on net interest income in the near term, this condition presents additional challenges in the ongoing management of interest rate risk to the extent that these borrowings are utilized to fund longer term assets at fixed rates.

As a result of the effects of interest rates, growth in the Company’s loans portfolio and other asset/liability management activities, tax equivalent basis net interest income increased by $5.7 million or 5.2 percent to $114.7 million in 2008, compared to $109.0 million in 2007. The effect of the adjustment to a tax equivalent basis was $4.6 million in 2008 and $4.9 million in 2007.

Non interest income, excluding securities net gains and losses, was $20.0 million for 2008, an increase of $4.6 million or 29.9 percent compared to $15.4 million in 2007. The increase was primarily due to growth in the investment advisory fees of A.R. Schmeidler & Co., Inc., increased income from bank owned life insurance and higher deposit activity and other service fees. Investment advisory fee income is expected to decline at least in the near term, due to the current difficulties in the global financial markets. The net realized loss on securities for the year ended December 31, 2008, included a $1.1 million pretax loss for other than temporary impairment taken in September 2008 related to the Company’s investment in a pooled trust preferred security and a $0.5 million pretax adjustment for other than temporary impairment taken in March 2008 related to the Company’s investment in a mutual fund. The mutual fund investment, which had a previous pretax other than temporary impairment adjustment of $0.6 million in December 2007, was sold in April 2008 due to its inability to meet the Company’s performance expectations. The Company has decided to hold it’s investments in trust preferred securities as these investments continue to perform and the Company does not believe that the current market quotes for these investments are indicative of their value.

Non interest expense for 2008 was $71.1 million, an increase of $6.4 million or 9.9 percent compared to $64.7 million in 2007. The increase reflects the Company’s continued investment in its branch offices, technology and personnel to accommodate growth in loans and deposits, the expansion of services and products available to new and existing customers and the upgrading of certain internal processes.

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, 2008 reflects moderate near term interest rate risk with the Company’s net interest income decreasing slightly if rates fall and decreasing moderately if rates rise.

The Company has established specific policies and operating procedures governing its liquidity levels to address future liquidity needs, including contingent sources of liquidity. While the current adverse economic situation has put pressure on the availability of liquidity in the marketplace, the Company believes that its present liquidity and borrowing capacity are sufficient for its current business needs. In addition, the Company, HVB and NYNB 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. The Company, HVB and NYNB each exceeded all current regulatory capital requirements to be considered in the “well-capitalized” category at December 31, 2008. Management plans to conduct the affairs of the Company and its subsidiary banks so as to maintain a strong capital position in the future.

In response to the current financial crisis affecting the banking system and financial markets, the Emergency Economic Stabilization Act of 2008 (“EESA”) was signed into law on October 3, 2008. This law established the Troubled Asset Relief Program (“TARP”). As part of TARP, the Treasury established the Capital Purchase Program (“CPP”) to provide up to $700 billion of funding to eligible financial institutions through the purchase of capital Stock and other financial instruments for the purpose of stabilizing and providing liquidity to the U.S. financial markets. After carefully reviewing and analyzing the terms and conditions of the CPP, the Board of Directors and management of the Company believed that, given it’s present financial condition, participation in the CPP was unnecessary and not in the best interests of the Company, it’s customers or shareholders.

On November 21, 2008 the FDIC adopted the final rule relating to the Temporary Liquidity Guarantee Program (“TLG Program”) which is also a part of EESA. Under the TLG program the FDIC will (1) guarantee certain newly issued senior unsecured debt and (2) provide full FDIC deposit insurance coverage for non-interest bearing transaction accounts, NOW accounts paying less than 0.5 percent interest per annum and Interest on Lawyers Trust Accounts held at participating FDIC insured institutions through December 31, 2009. The Company has elected to participate in both guarantee programs. For additional discussion of recently enacted government assistance legislation, see “Supervision and Regulation” in Item 1 herein.

Critical Accounting Policies

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 Company maintains an allowance for loan losses to absorb probable losses incurred in the loan portfolio based on ongoing quarterly assessments of the estimated losses. The Company’s methodology for assessing the appropriateness of the allowance consists of a specific component for identified problem loans, and a formula component which addresses historical loan loss experience together with other relevant risk factors affecting the portfolio.

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 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 first applying historical loss experience factors to outstanding loans by type. This component is then adjusted to reflect additional risk factors not addressed by historical loss experience. These factors include the evaluation of then-existing economic and business conditions affecting the key lending areas of the Company 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 each of these conditions is quantified by loan type and reflected in the formula component. The evaluations of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty due to the subjective nature of such evaluations and because they are not identified with specific problem credits.

Management believes the allowance for loan losses is the best estimate of probable losses which have been incurred as of December 31, 2008. 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 Company’s service area, since the majority of the Company’s loans are collateralized by real estate. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments at the time of their examinations. See “Loan Portfolio” elsewhere in this Item 7 for further discussion of the allowance for loan losses.

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.

Securities — Securities are classified as either available for sale, representing securities the Company may sell in the ordinary course of business, or as held to maturity, representing securities the Company 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. Interest income includes amortization of purchase premium and accretion of purchase discount. The amortization of premiums and accretion of discounts is determined by using the level yield method. 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. The Company regularly reviews declines in the fair value of securities below their costs for purposes of determining whether such declines are other-than-temporary in nature. In estimating other-than-temporary losses, management considers adverse changes in expected cash flows, the length of time and extent that fair value has been less than cost, the financial condition and near term prospects of the issuer, and the Company’s ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value. If the Company determines that a decline in the fair value of a security below cost is other-than-temporary, the carrying amount of the security is reduced to its fair value and the related impairment is charged to earnings.

Other Real Estate Owned (“OREO”) — Real estate properties acquired through loan foreclosure are recorded at estimated fair value, net of estimated selling costs, at time of foreclosure establishing a new cost basis. 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.

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, 2008 did not indicate impairment of its goodwill or identified intangible assets.

Bank Owned Life Insurance — The Company has purchased life insurance policies on certain key executives. In accordance with Emerging Issues Task Force finalized Issue No. 06-5, Accounting for Purchases of Life Insurance — Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 (Accounting for Purchases of Life Insurance) (“EITF No. 06-5”), bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Prior to adoption of EITF No. 06-5, the Company recorded bank owned life insurance at its cash surrender value.

Retirement Plans — Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Supplemental retirement plan expense allocates the benefits over years of service.

Results of Operations for Each of the Three Years in the Period Ended December 31, 2008

Summary of Results

The Company reported net income of $30.9 million in 2008, a decrease of $3.6 million or 10.4 percent compared to $34.5 million in 2007, which increased $0.4 million or 1.2 percent compared to $34.1 million in 2006. The decrease in 2008 net income, compared to 2007, reflected a significantly higher provision for loan losses, higher noninterest expense and higher net losses on securities available for sale, partially offset by higher net interest income, higher non interest income and a lower effective tax rate. The slight increase in 2007 net income, compared to 2006, reflects higher net interest income, higher non interest income and a lower provision for loan losses, partially offset by higher non interest expense, higher realized net losses on securities available for sale and a slightly higher effective tax rate. Realized losses on securities transactions for 2008 and 2007 include $1.5 million and $0.6 million, respectively, of pretax adjustment for other than temporary impairment related to certain securities in the Company’s investment portfolio.

Diluted earnings per share were $2.74 in 2008, a decrease of $0.34 or 11.0 percent compared to $3.08 in 2007, which increased $0.03 or 1.0 percent compared to $3.05 in 2006. These changes are a direct result of the changes in net income in the respective years compared to the prior year period. Prior period per share amounts have been adjusted to reflect the 10 percent stock dividend distributed in December 2008. Returns on average stockholders’ equity and average assets were 14.8 percent and 1.3 percent for 2008, compared to 18.0 percent and 1.5 percent in 2007 and 19.4 percent and 1.5 percent in 2006. Returns on adjusted average stockholders’ equity were 14.6 percent, 17.6 percent, 18.6 percent in 2008, 2007 and 2006, respectively. Adjusted average stockholders’ equity excludes the effects of net unrealized losses, net of tax, on securities available for sale of $2,955, $4,521, and $7,846 in 2008, 2007 and 2006, respectively. The annualized return on adjusted average stockholders’ equity is, under SEC regulations, a non-GAAP financial measure. Management believes that this non-GAAP financial measures more closely reflects actual performance, as it is more consistent with the Company’s stated asset/liability management strategies, which have not resulted in significant realization of temporary market gains or losses on securities available for sale which were primarily related to changes in interest rates.

Net interest income for 2008 was $110.0 million, an increase of $5.9 million or 5.7 percent compared to $104.1 million in 2007, which increased $4.5 million or 4.5 percent compared to $99.6 million in 2006. The 2008 increase over 2007 was primarily due to $47.7 million growth in the average balance of interest earning assets which was slightly in excess of the $33.6 million growth in the average balance of interest bearing liabilities and an increase in the tax equivalent basis net interest margin to 5.14% from 4.99%. The 2007 increase over 2006 was primarily due to $86.7 million growth in the average balance of interest earning assets which was slightly in excess of the $77.3 million growth in the average balance of interest bearing liabilities. The tax equivalent basis net interest margin was approximately 4.99% in both 2007 and 2006. The 2008 increase in the tax equivalent basis net interest margin, compared to the prior year, resulted primarily from the effects of the growth in loans, the Company’s highest yielding asset, as a percentage of interest earning assets, and the overall positive effect of sharp decreases in short-term interest rates on average net interest earning assets. The 2008 increase in the average balance of interest earning assets reflected strong growth in loans, partially offset by decreases in investments and short-term funds. The 2008 increase in loans were funded by planned reductions in the investment portfolio and short term funds and increases in short term borrowings in the latter half of the year. The 2007 tax equivalent basis net interest margin remained unchanged, compared to the prior year, primarily as a result of a slight increase in the excess of interest earning assets over interest bearing liabilities offset by a slight reduction in the incremental spread between interest earning assets and interest bearing liabilities. The 2007 increase in the average balance of interest earning assets reflected growth in loans and short-term funds, partially offset by a planned reduction in investments. The 2007 increase in interest bearing liabilities reflected growth in deposits, partially offset by a planned reduction in short-term and other borrowed funds conducted as part of the Company’s ongoing asset/liability management efforts.

Company’s loan portfolio has experienced reductions in the values of loan collateral, increased charge offs and delinquency, and a general slowdown in the disposition of completed construction projects. While the overall asset quality of the Company’s loans remains satisfactory, continuation or worsening of current economic conditions could result in additional significant provisions for loan losses in the future.

Non interest income increased $3.8 million or 25.7 percent to $18.6 million in 2008 compared to $14.8 million in 2007, which increased $1.7 million or 13.0 percent compared to $13.1 million in 2006. The increases in 2008 and 2007, compared to their respective prior year periods, were primarily due to increases in investment advisory fees of A.R. Schmeidler & Co., Inc. and also reflect growth in deposit activity and other service fees, increases in scheduled fees and increases in income from bank owned life insurance partially offset by increases in net realized losses on securities available for sale and, in 2007, a slight decrease in other income. Investment advisory fee income is expected to decline at least in the near term, due to the current difficulties in the global financial markets. The Company recorded pre-tax other than temporary loss adjustments of $1.5 million and $0.6 million in 2008 and 2007, respectively. Approximately $0.5 million of the 2008 adjustment and all of the 2007 adjustment related to the Company’s investment in a mutual fund. This investment was sold in April 2008 due to its inability to meet the Company’s performance expectations. The remainder of the 2008 adjustment related to the Company’s investment in a pooled trust preferred security. The Company has decided to hold its investments in trust preferred securities as these investments continue to perform and the Company does not believe that the current available market quotes for these investments are indicative of their value. Other dispositions of securities available for sale resulted in net realized gains of $0.2 million and $0.1 million in 2008 and 2007, respectively, and losses of $0.2 million in 2006. The sales were conducted as part of the Company’s ongoing asset/liability management process.

Non interest expenses increased $6.4 million or 9.9 percent to $71.1 million in 2008 compared to $64.7 million in 2007, which increased $6.3 million or 10.8 percent compared to $58.4 million in 2006. These increases reflect the overall growth of the Company and resulted from higher amounts in 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 new and existing branch facilities. The effective tax rate in 2008 decreased slightly to 33.6 percent, compared to 34.6 percent in both 2007 and 2006. The 2008 decrease, compared to the prior year period, was primarily as a result of decreases in the percentage of the Company’s income subject to New York State income taxes, partially offset by increases in income subject to New York City income taxes, reflecting the Company’s continued growth in the New York City markets.

The Company’s total capital ratio under the risk-based capital guidelines exceeds regulatory guidelines of 8.0 percent, as the total ratio equaled 11.3 percent and 13.8 percent at December 31, 2008 and 2007, respectively. The Company’s leverage capital ratio was 7.5 percent and 8.3 percent at December 31, 2008 and 2007, respectively. The decrease in the 2008 ratios, compared to the prior year, resulted from increases in balances of the Company’s total assets and risk weighted assets, primarily due to loan growth and a planned reduction in the Company’s investment portfolio, which were in excess of the relative increase in regulatory capital. The relative growth of regulatory capital was lower primarily due to a higher percentage of net income distributed to shareholders in 2008 and decreases due to treasury stock acquisitions and an additional investment in goodwill, partially offset by increases related to the exercise of stock options. Management plans to conduct the affairs of the Company and its subsidiary banks so as to maintain a strong capital position in the future.

Average Balances and Interest Rates

The following table sets forth the daily 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 this table has been adjusted to a tax equivalent basis, based on the federal statutory rate of 35 percent in 2008, 2007 and 2006.


	(000’s except percentages)
	Year ended December 31,
	2008							2007							2006
	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	$	5,362	$	152		2.83	%	$	10,537	$	527		5.00	%	$	4,749	$	205		4.32	%
Federal funds sold		24,899		827		3.32			58,603		2,938		5.01			12,669		600		4.74
Securities:(1)
Taxable		507,943		24,873		4.90			665,761		32,868		4.94			733,062		34,591		4.72
Exempt from federal income taxes		208,730		13,274		6.36			214,093		14,022		6.55			213,885		14,206		6.64
Loans, net(2)		1,483,196		105,632		7.12			1,233,360		104,920		8.51			1,131,300		96,527		8.53

Total interest earning assets		2,230,130		144,758		6.49			2,182,354		155,275		7.12			2,095,665		146,129		6.97

Non interest earning assets:
Cash and due from banks		49,786							51,887							46,836
Other assets		105,478							85,390							78,093

Total non interest earning assets		155,264							137,277							124,929

Total assets	$	2,385,394						$	2,319,631						$	2,220,594

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest bearing liabilities:
Deposits:
Money market	$	642,784	$	10,498		1.63	%	$	560,325	$	15,052		2.69	%	$	431,628	$	8,950		2.07	%
Savings		95,296		708		0.74			93,223		775		0.83			97,567		675		0.69
Time		263,506		6,757		2.56			276,908		10,787		3.90			246,538		8,181		3.32
Checking with interest		149,793		1,072		0.72			153,446		1,545		1.01			134,874		1,053		0.78
Securities sold under repurchase agreements and other short-term borrowings		161,749		2,187		1.35			167,255		7,809		4.67			234,959		11,149		4.75
Other borrowings		201,687		8,861		4.39			230,014		10,331		4.49			258,308		11,592		4.49

Total interest bearing liabilities		1,514,815		30,083		1.99			1,481,171		46,299		3.13			1,403,874		41,600		2.96

Non interest bearing liabilities:
Demand deposits		625,630							612,346							601,983
Other liabilities		32,797							30,292							31,347

Total non interest bearing liabilities		658,427							642,638							633,330

Stockholders’ equity(1)		212,152							195,822							183,390

Total liabilities and stockholders’ equity(1)	$	2,385,394						$	2,319,631						$	2,220,594

Net interest earnings			$	114,675						$	108,976						$	104,529

Net yield on interest earning assets						5.14	%						4.99	%						4.99	%


(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 $4,646, $4,908 and $4,972 for the years ended December 31, 2008, 2007 and 2006, respectively.

Interest Differential

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, 2008 and 2007, and the years ended December 31, 2007 and 2006, on a tax equivalent basis.


	(000’s)
	2008 Compared to 2007									2007 Compared to 2006
	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	$	(259	)	$	(116	)	$	(375	)	$	250		$	72		$	322
Federal funds sold		(1,690	)		(421	)		(2,111	)		2,175			163			2,338
Securities:
Taxable		(7,791	)		(204	)		(7,995	)		(3,176	)		1,453			(1,723	)
Exempt from federal income taxes		(351	)		(397	)		(748	)		14			(198	)		(184	)
Loans, net		21,253			(20,541	)		712			8,708			(315	)		8,393

Total interest income		11,162			(21,679	)		(10,517	)		7,971			1,175			9,146

Interest expense:
Deposits:
Money market		2,215			(6,769	)		(4,554	)		2,669			3,433			6,102
Savings		17			(84	)		(67	)		(30	)		130			100
Time		(522	)		(3,508	)		(4,030	)		1,008			1,598			2,606
Checking with interest		(37	)		(436	)		(473	)		145			347			492
Securities sold under repurchase agreements and other short-term borrowings		(257	)		(5,365	)		(5,622	)		(3,213	)		(127	)		(3,340	)
Other borrowings		(1,272	)		(198	)		(1,470	)		(1,270	)		9			(1,261	)

Total interest expense		144			(16,360	)		(16,216	)		(691	)		5,390			4,699

Increase in interest differential	$	11,018		$	(5,319	)	$	5,699		$	8,662		$	(4,215	)	$	4,447


(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.

Net Interest Income

Net interest income, the difference between interest income and interest expense, is the most significant component of the Company’s consolidated earnings. After an extended period of stable interest rates and a flat or slightly inverted yield curve which lasted from the second half of 2006 through the third quarter of 2007, the Federal Reserve began to lower key short-term rates in late September 2007. The combined 5.00% reduction of short-term rates from September 2007 through December 2008 has resulted in some improvement in the yield curve, however, with interest rates at such historically low levels and the current financial crisis continuing to deepen, availability of long-term borrowings at reasonable rates has been limited. Replacing maturing long-term borrowings with lower cost short-term borrowings has had a positive impact on net interest income, particularly in the latter part of 2008. This positive impact was somewhat offset by the negative effect of the combination of the declining short-term interest rate environment and the Company’s high level of noninterest sensitive deposits. The Company expects some continued downward pressure on net interest income for the near future.

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 and awareness of the potential consequences that the current economic crisis could have on its asset quality and interest rate risk profiles. During 2008, the Company increased the number of loans originated with interest rate floors and, as part of the continuation of a planned reduction of the Company’s investment portfolio, utilized cash flow from maturing investment securities to fund loan growth. These actions were conducted partially in reaction to severely declining interest rates. During 2007, the Company utilized cash flow from maturing investment securities, primarily mortgage backed securities, to reduce higher cost maturing short-term and other borrowed funds. This planned reduction of leverage was conducted in reaction to the inverted rate yield curve and resultant unattractive yields on acceptable-risk reinvestment opportunities in the investment portfolio which persisted throughout the year. 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. The result of these efforts, together with continued growth in the core businesses of loans and deposits has enabled the Company to grow net interest income in 2008 and 2007 and, given the difficulties being encountered in the current economic crisis, to maximize the effective repositioning of its portfolios from both asset and interest rate risk perspectives.

Net interest income, on a tax equivalent basis, increased $5.7 million or 5.2 percent to $114.7 million in 2008, compared to $109.0 million in 2007, which increased $4.5 million or 4.3 percent from $104.5 million in 2006. The increase in 2008, compared to 2007, primarily resulted from an increase of $14.1 million or 2.0 percent in the excess of average interest earning assets over average interest bearing liabilities to $715.3 million in 2008 from $701.2 million in 2007 and an increase in the tax equivalent basis net interest margin to 5.14 percent in 2008 from 4.99 percent in 2007. The increase in 2007, compared to 2006, primarily resulted from an increase of $9.4 million or 1.4 percent in the excess of interest earning assets over interest bearing liabilities to $701.2 million in 2007 from $691.8 million in 2006. The effect of the adjustment to tax equivalent basis net interest income was $4.6 million, $4.9 million and $5.0 million for 2008, 2007 and 2006, respectively.

Interest income is determined by the volume of and related rates earned on interest earning assets. Volume increases in loans, partially offset by volume decreases in interest earning deposits, investments and Federal funds sold and a lower average yield on interest earning assets resulted in higher interest income in 2008, compared to 2007. Volume increases in loans, Federal funds sold and interest earning deposits and a higher average yield on interest earning assets, partially offset by a volume decrease in investments resulted in higher interest income in 2007, compared to 2006. Average interest earning assets in 2008 increased $47.7 million or 2.2 percent to $2,230.1 million from $2,182.4 million in 2007, which increased $86.7 million or 4.1 percent from $2,095.7 million in 2006.

Loans are the largest component of interest earning assets. Net loans increased $388.0 million or 30.1 percent to $1,677.6 million at December 31, 2008 from $1,289.6 million at December 31, 2007, which increased $84.4 million or 7.0 percent from $1,205.2 million at December 31, 2006. Average net loans increased $249.8 million or 20.3 percent to $1,483.2 million in 2008 from $1,233.4 million in 2007, which increased $102.1 million or 9.0 percent from $1,131.3 million in 2006. The increases in average net loans reflect the Company’s continuing emphasis on making new loans, expansion of loan production capabilities and more effective market penetration. The average yield on loans was 7.12 percent in 2008, compared to 8.51 percent in 2007 and 8.53 percent in 2006. As a result, interest income on loans increased in 2008 and 2007, compared to their respective prior year periods, due to higher volume, partially offset by lower interest rates.

Total securities, including Federal Home Loan Bank (“FHLB”) stock and excluding net unrealized losses, decreased $98.0 million or 12.3 percent to $696.8 million at December 31, 2008 from $794.8 million at December 31, 2007, which decreased $145.3 million or 15.5 percent from $940.1 million at December 31, 2006. Average total securities, including FHLB stock and excluding net unrealized losses, decreased $163.2 million or 18.5 percent to $716.7 million in 2008 from $879.9 million in 2007, which decreased $67.0 million or 7.1 percent from $946.9 million in 2006. The decrease in average total securities in 2008, compared to 2007, resulted primarily from a planned reduction in the portfolio conducted by the Company as part of its ongoing asset/liability management efforts. During 2008, management utilized cash flow from maturing investments to fund loan growth. The decrease in average total securities in 2008 compared to 2007 reflects volume decreases in U.S. Treasury and Agency securities, mortgage-backed securities including collateralized mortgage obligations, obligations of state and political subdivisions and other securities, partially offset by a volume increase in FHLB stock. The average tax equivalent basis yield on securities was 5.32 percent for 2008 compared to 5.33 percent in 2007. As a result, tax

equivalent basis interest income on securities decreased in 2008, compared to 2007, due to lower volume and lower interest rates. The decrease in average total securities in 2007, compared to 2006, resulted primarily from a planned reduction in leverage conducted by the Company as part of its ongoing asset/liability management efforts. During 2007, management utilized cash flow from maturing investments to reduce higher cost short-term and other borrowings rather than reinvest these funds at the unattractive yields available in the current interest rate environment. The decrease in average total securities in 2007 compared to 2006 reflects volume decreases in U.S. Treasury and Agency securities, mortgage-backed securities including collateralized mortgage obligations, obligations of state and political subdivisions, FHLB stock and other securities. The average tax equivalent basis yield on securities was 5.33 percent for 2007 compared to 5.15 percent in 2006. As a result, tax equivalent basis interest income on securities decreased in 2007, compared to 2006, due to lower volume, partially offset by higher interest rates. Increases and decreases in average FHLB stock results from purchases or redemptions of stock in order to maintain required levels to support FHLB borrowings.

Interest expense is a function of the volume of, and rates paid for, interest bearing liabilities, comprised of deposits and borrowings. Interest expense decreased $16.2 million or 35.0 percent to $30.1 million in 2008 from $46.3 million in 2007, which increased $4.7 million or 11.3 percent from $41.6 million in 2006. Average interest bearing liabilities increased $33.6 million or 2.3 percent to $1,514.8 million in 2008 from $1,481.2 million in 2007, which increased $77.3 million or 5.5 percent from $1,403.9 million in 2006.

The increase in average interest bearing liabilities in 2008, compared to 2007, was due to volume increases in money market deposits and savings deposits, partially offset by volume decreases in checking with interest , time deposits, short-term borrowings and other borrowed funds. Overall deposits increased from new customers, existing customers and continued growth resulting from the opening of new branches, partially offset by reductions in average balances of certain customers involved in the real estate industry due to the effects of the current severe economic downturn. The average interest rate paid on interest bearing liabilities was 1.99 percent in 2008, compared to 3.13 percent in 2007. As a result of these factors, interest expense was lower in 2008, compared to 2007, due to lower interest rates, partially offset by slightly higher volume.

The increase in average interest bearing liabilities in 2007, compared to 2006, was due to increases in interest bearing demand deposits and time deposits, partially offset by decreases in securities sold under repurchase agreements, short-term borrowings and other borrowings. The increases in average interest bearing demand deposits and average time deposits in 2007, compared to 2006, resulted from growth in existing customers, new customers and continuing growth resulting from the opening of new branches. The decreases in average short-term and other borrowings in 2007, compared to 2006, resulted from management’s utilization of cash flow from maturing investment securities to reduce borrowings in a planned leverage reduction program conducted as part of the Company’s ongoing asset/liability management efforts. The average interest rate paid on interest bearing liabilities was 3.13 percent in 2007, compared to 2.96 percent in 2006. As a result of these factors, interest expense on average interest bearing liabilities was higher in 2007, compared to their respective prior year periods due to higher volume and higher interest rates.

Average non interest bearing demand deposits increased $13.3 million or 2.2 percent to $625.6 million in 2008 from $612.3 million in 2007, which increased $10.3 million or 1.7 percent from $602.0 million in 2006. 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, 2008 is as follows:


	2008			2007			2006

Average interest rate on:
Total average interest earning assets		6.49	%		7.12	%		6.97	%
Total average interest bearing liabilities		1.99			3.13			2.96
Total interest rate spread		4.50			3.99			4.01

In 2007 and 2006, the interest rate spreads decreased reflecting greater increases in interest rates on interest bearing liabilities compared to interest rates on interest earning assets. Management cannot predict what impact market conditions will have on its interest rate spread and future compression in net interest rate spread may occur.

Provision for Loan Losses

The provision for loan losses for 2008 was $11.0 million compared to $1.5 million in 2007 and $2.1 million in 2006. The significant increase in 2008, compared to the prior year periods resulted partially from required increases in the allowance for loan losses due to loan growth. The majority of the increase, however, is directly related to negative effects on the loan portfolio of conditions resulting from the current crisis in the financial markets. As a result of the severe economic downturn, which heightened dramatically in the fourth quarter of 2008, the Company’s loan portfolio has experienced reductions in the values of loan collateral, increased charge offs and delinquency, and a general slowdown in the disposition of completed construction projects. While the overall asset quality of the Company’s loans remains satisfactory, continuation or worsening of current economic conditions could result in additional significant provisions for loan losses in the future.

Non Interest Income

Service charges increased $1.2 million or 25.5 percent to $5.9 million in 2008 from $4.7 million in 2007, which increased $0.2 million or 4.4 percent from $4.5 million in 2006. The increases were primarily due to growth in deposit activity and other service charges and increases in scheduled fees.

Investment advisory fees increased $2.2 million or 24.4 percent to $11.2 million in 2008 from $9.0 million in 2007, which increased $2.0 million or 28.6 percent from $7.0 million in 2006. The increases were due to increase in assets under management, resulting from net increase in assets from existing customers, addition of new customers and net increases in asset value. Investment advisory fee income is expected to decline at least in the near term, due to a net decrease in asset values resulting from the current difficulties in the global financial markets.

The Company realized a net loss on securities available for sale of $1.4 million, $0.6 million and $0.2 million for the years ended December 31, 2008, 2007 and 2006 respectively. In 2008, net realized losses on securities available for sales included a $0.5 million pretax loss for other than temporary impairment related to the Company’s investment in a mutual fund and a $1.1 million pretax loss for other than temporary impairment related to the Company’s investment in a pooled trust preferred security. In 2007, net realized losses on securities included a $0.6 million adjustment for other than temporary impairment related to the Company’s investment in a mutual fund.

Other income increased $1.3 million or 81.3 percent to $2.9 million in 2008 from $1.6 million in 2007, which decreased $0.1 million or 5.9 percent from $1.7 million in 2006. The increase in 2008 resulted from increases in income on bank owned life insurance, miscellaneous customer fees, rental income, and debit card income. The decrease in 2007 resulted from decreases in safe deposit income and a decrease in miscellaneous service fees.

Non Interest Expense

Non interest expense increased $6.4 million or 9.0 percent to $71.1 million in 2008, from $64.7 million in 2007, which increased $6.3 million or 10.8 percent from $58.4 million in 2006. Both the 2008 and 2007 increases reflect the overall growth of the Company, including the opening of new branch facilities and the upgrading of certain internal processes. 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 securities transactions) was 52.8 percent in 2008, compared to 52.0 percent in 2007 and 49.6 percent in 2006.

Salaries and employee benefits, the largest component of non interest expense, increased $4.3 million or 11.4 percent in 2008 to $41.9 million, from $37.6 million in 2007 which increased $4.8 million or 14.6 percent from

$32.8 million in 2006. These increases were due to additional staff requirements resulting from the opening of new branches and increases in 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 2008 and 2007 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.


	2008		2007		2006
Employees at December 31,
Full Time Employees		478		431		395
Part Time Employees		55		40		45


	(000’s except percentages)
	2008			2007			2006

Salaries and Employee Benefits
Salaries	$	29,122		$	26,210		$	22,956
Payroll Taxes		2,357			2,146			2,005
Medical Plans		2,356			1,771			1,734
Incentive Compensation Plans		4,839			4,320			3,725
Employee Retirement Plans		2,661			2,267			1,657
Other		522			859			714

Total	$	41,857		$	37,573		$	32,791

Percentage of total non interest expense		58.9	%		58.1	%		56.1	%

Occupancy expense increased $1.1 million or 17.2 percent to $7.5 million in 2008 from $6.4 million in 2007 which increased $0.6 million or 10.3 percent from $5.8 million in 2006. The increases in both 2008 and 2007 reflect increased costs related to the opening of new branch offices and also included rising costs on leased facilities, real estate taxes, utility costs, maintenance costs and other costs to operate the Company’s facilities.

Professional services decreased $0.4 million or 8.5 percent to $4.3 million in 2008 from $4.7 million in 2007, which was a $0.2 million or 4.1 percent decrease from $4.9 million for 2006. The decrease in 2008 was due to an amendment of the director’s pension plan of $0.7 million partially offset by increased legal fees, regulatory examination costs and audits costs. The decrease in 2007 was due to expenses, recorded in the prior period, related to the acquisition NYNB which were partially offset by increase audit and legal costs.

Equipment expense increased $0.9 million or 27.3 percent to $4.2 million in 2008 from $3.3 million in 2007, which was an increase of $0.5 million or 17.9 percent from $2.8 million in 2006. The 2008 increases reflect a full year of expenses related to the implementation of a new telephone system and increased equipment maintenance costs due to higher costs and additional branch facilities. The 2007 increases includes expenses related to the implementation of a new telephone system and higher costs to maintain the Company’s equipment and additional equipment necessary to support the Company’s branches.

Business development expense decreased $0.2 million or 8.7 percent to $2.1 million in 2008 from $2.3 million in 2007, which was a $0.2 million or 9.5 percent increase from $2.1 million in 2006. The 2008 decrease was due to a decreased participation in public relations events and a reduction in annual report expenses. The 2007 increase reflected costs associated with increased general promotion of products and services, expanded business development efforts, increased participation in public relations events, expenses related to HVB’s celebration of its anniversary and promotion of new branches.

FDIC assessment was $0.9 million for 2008, $0.2 million in 2007 and $0.4 million for 2006. The 2008 increase was due to an increase in the assessment rates on deposits. The 2007 decrease was due a reduction of the assessment rate on deposits at NYNB.

Other operating expenses, as reflected in the following table increased 1.3 percent in 2008 and increased 4.3 percent in 2007.


	2008			2007			2006
	(000’s except percentages)

Other Operating Expenses
Other insurance	$	163		$	65		$	(9	)
Stationery and printing		1,619			1,446			1,338
Communications expense		890			1,411			1,220
Courier expense		941			1,050			1,003
Other loan expense		685			453			350
Outside services		3,123			2,441			2,537
Dues, meetings and seminars		463			560			482
Other		2,394			2,723			2,658

Total	$	10,278		$	10,149		$	9,579

Percentages of total non interest expense		14.5	%		15.7	%		16.4	%

The 2008 increases reflect higher outside service fees, higher loan expenses, higher stationary and printing costs and higher insurance costs all related to Company’s continued growth in customer and business activities, including the opening of new branch locations and the outsourcing of certain functions. The 2008 decreases reflect lower communication expenses and lower courier expenses primarily due to greater efficiencies gained due to a change in service providers and decreased participation in meetings and seminars.

The 2007 increases reflect higher insurance costs and higher customer service related expenses including courier expenses, higher other loan expenses and higher dues, meetings and seminar expenses, and higher stationery and printing costs, all related to growth in customer and business activities. The 2007 decreases reflect lower outside services fees primarily due to greater efficiencies gained due to a change in service providers.

Income Taxes

Income taxes of $15.6 million, $18.3 million and $18.0 million were recorded in 2008, 2007, and 2006, respectively. The Company is currently subject to a statutory Federal tax rate of 35 percent, a New York State tax rate of 7.1 percent (7.5 percent in 2006) plus a 17 percent surcharge, a Connecticut State tax rate of 7.5 percent, and a New York City tax rate of approximately 9 percent. The Company’s overall effective tax rate was 33.6 percent in 2008, 34.6 percent in 2007 and 34.6 percent in 2006. The slight decrease in the overall effective tax rate for 2008, compared to the prior year period, resulted primarily from a decrease in the percentage of income subject to New York State income taxes.

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 Company is currently open to audit by the Internal Revenue Service under the statute of limitations for years after 2004. The Company is currently open to audit by New York State under the statute of limitations for years after 2006. Other pertinent tax information is set forth in the Notes to Consolidated Financial Statements included elsewhere herein.

Financial Condition at December 31, 2008 and 2007

Securities Portfolio

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 $671.4 million and $780.3 million and FHLB stock totaling $20.5 million and $11.7 million at December 31, 2008 and 2007, respectively.

In accordance with SFAS No. 115, the Company’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. The held to maturity portfolio totaled $29.0 million and $33.8 million at December 31, 2008 and 2007, respectively.

Average aggregate securities and FHLB stock represented 32.1 percent and 40.3 percent of average interest earning assets in 2008 and 2007, 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:

2008 (000’s)


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

U.S. Treasury and government agencies	$	45,206	$	288	$	79	$	45,415
Mortgage-backed securities		371,963		3,487		1,313		374,137
Obligations of states and political subdivisions		200,858		2,341		1,710		201,489
Other debt securities		20,082		228		8,665		11,644

Total debt securities		638,109		6,344		11,767		632,685
Mutual funds and other equity securities		9,170		613		105		9,678

Total	$	647,279	$	6,957	$	11,872	$	642,363

Classified as Held to Maturity

Mortgage-backed securities	$	23,859	$	525	$	78	$	24,306
Obligations of states and political subdivisions		5,133		108		1		5,240

Total	$	28,992	$	633	$	79	$	29,546

2007 (000’s)


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

U.S. Treasury and government agencies	$	107,083	$	90	$	384	$	106,789
Mortgage-backed securities		384,711		628		6,464		378,875
Obligations of states and political subdivisions		204,184		3,555		191		207,548
Other debt securities		22,231		39		791		21,479

Total debt securities		718,209		4,312		7,830		714,691
Mutual funds and other equity securities		31,145		682		25		31,802

Total	$	749,354	$	4,994	$	7,855	$	746,493

Classified as Held to Maturity

Mortgage-backed securities	$	28,626	$	41	$	178	$	28,489
Obligations of states and political subdivisions		5,132		148		—		5,280

Total	$	33,758	$	189	$	178	$	33,769

The following table presents the amortized cost of securities at December 31, 2008, 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.


	Within 1 Year					After 1 Year but Within 5 Years					After 5 Years Within 10 Years					After 10 Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield

U.S. Treasuries and government agencies	$	40,338		2.69	%	$	4,868		4.80	%		—		—			—		—		$	45,206		2.91	%
Mortgage-backed securities		274,635		4.72	%		101,142		4.61	%	$	18,040		4.87	%	$	2,005		4.83	%		395,822		4.70	%
Obligations of states and political subdivisions		71,085		6.65	%		84,645		6.44	%		50,105		6.01	%		157		6.97	%		205,991		6.41	%
Other debt securities		18,819		3.54	%		428		4.66	%		835		6.43	%		—		—			20,082		3.69	%

Total	$	404,877		4.81	%	$	191,083		5.44	%	$	68,980		5.71	%	$	2,162		4.99	%	$	667,101		5.08	%

Estimated fair value	$	399,190				$	191,921				$	68,945				$	2,176				$	662,231

Obligations of U.S. Treasury and government agencies principally include U.S. Treasury securities and debentures and notes issued by the FHLB, Fannie Mae, and Freddie Mac. The total balances held of such securities classified as available for sale decreased $61.4 million to $45.4 million as of December 31, 2008, from $106.8 million as of December 31, 2007, which decreased $27.7 million from $134.5 million at December 31, 2006. The 2008 decrease resulted from maturities and calls of $136.6 million and sales of $42.1 million partially offset by purchases of $116.7 million and other increases of $0.6 million. The 2007 decrease resulted from maturities and calls of $44.6 million partially and sales of $3.0 million, offset by purchases of $17.6 million and other increases of $2.3 million.

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.

Mortgage-backed securities, including CMO’s, classified as available for sale decreased $4.8 million to $374.1 million as of December 31, 2008 from $378.9 million as of December 31, 2007 which decreased $93.1 million

from $472.0 million at December 31, 2006. The 2008 decrease was due to principal paydowns of $85.0 million and sales of $1.6 million which were partially offset by purchases of $74.0 million and other increases $7.8 million. The 2007 decrease was due to principal paydowns of $107.1 million, partially offset by purchases of $11.1 million and other increases of $2.9 million. 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 $23.9 million at December 31, 2008 which was a decrease of $4.7 million from $28.6 million as of December 31, 2007, which was a decrease of $6.2 million from $34.8 million as of December 31, 2006. The decrease in 2008 was due to principal paydowns of $4.8 million partially offset by other changes of $0.1 million. The decrease in 2007 was due to principal paydowns of $6.2 million. There were no adjustable rate mortgage-backed securities classified as held to maturity at December 31, 2008 and 2007.

At December 31, 2008 and 2007, fixed rated mortgage-backed securities, including CMO’s, classified as available for sale totaled $ $359.8 million and $355.3 million, respectively. During 2008, purchases of $74.0 million and other increases of $7.6 million were partially offset by principal paydowns of $76.1 and sales of $1.6 million. During 2007, principal paydowns of $96.9 million were partially offset by purchases of $11.1 million and other increases of $2.9 million At December 31. 2008 and 2007, variable rate mortgaged backed securities classified as available for sale totaled $14.3 million and $23.5 million, respectively. Principal paydowns of adjustable rate mortgage-backed securities were $9.0 million in 2008 and $10.2 million in 2007. There were no purchases of adjustable rate mortgage-backed securities classified as available for sale during 2008 or 2007.

Obligations of states and political subdivisions classified as available for sale decreased $6.0 million to $201.5 million at December 31, 2008, from $207.5 million at December 31, 2007, which decreased $4.8 million from $212.3 million at December 31, 2006. The 2008 decrease resulted from maturities and calls of $51.3 million and other changes of $2.8 million partially offset by purchases of $48.1 million. The 2007 decrease resulted from maturities and calls of $21.3 million partially offset by purchases of $16.1 million and other increases of $0.4 million. Obligations of states and political subdivisions classified as held to maturity totaled $5.1 million at both December 31, 2008 and December 31, 2007. The obligations at year end 2008 were comprised of approximately 71 percent for New York State political subdivisions and 29 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 decreased $9.9 million to $11.6 million at December 31, 2008 from $21.5 million at December 31, 2007, which decreased $6.7 million from $28.2 million at December 31, 2006. The 2008 decrease was due to other changes of $8.8 million and calls and maturities of $1.1 million. Included in other changes was a $1.1 million pretax loss for other than temporary impairment related to the Company’s investment in a pooled trust preferred security, $8.4 million of unrealized losses on the remainder of the pooled trust preferred securities and $0.4 million of unrealized losses on other debt securities. These pooled trust preferred securities had a cost basis of $19.1 million as of December 31, 2008 and, while continuing to perform in a satisfactory manner, have suffered severe declines in estimated fair value primarily as a result of illiquidity in the marketplace for these and other financial services industry instruments triggered by the current financial crisis. Management cannot predict what effect that continuation of such conditions could have on potential future value of impairment of these securities. The 2007 decrease was due to maturities and calls of $5.6 million and other decreases of $1.1 million. There were no other debt securities classified as held to maturity during 2008, 2007 or 2006.

Mutual funds and other equities classified as available for sale totaled $9.7 million at December 31, 2008, which decreased $22.1 million from $31.8 million at December 31, 2007, which was an increase of $1.0 million from $30.8 million at December 31, 2006. The 2008 decrease was due to sales of $21.8 million and other decreases of $0.6 million partially offset by purchases of $0.3 million. Other decreases include a $0.5 million pretax loss for other than temporary impairment related to the Company’s investment in a mutual fund. The investment was sold in April 2008 due to its inability to meet the Company’s performance expectations. The 2007 increase was due to purchases of $1.1 million which was partially offset by other decreases of $0.1 million. Included in other changes for 2007 was an adjustment of $0.6 million for other than temporary impairment related to the Company’s

investment in a mutual fund. There were no mutual funds or other equities classified as held to maturity during 2008, 2007 or 2006.

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, 2008 totaled approximately $27.5 million comprised primarily of obligations of municipalities located within the Company’s market area. The Banks, as members of the FHLB, invest in stock of the FHLB as a prerequisite to obtaining funding under various advance programs offered by the FHLB. The Banks 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, 2008.

Loan Portfolio

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 Company originates these loans primarily for its portfolio, although a portion of its residential real estate loans, in addition to meeting the Company’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 Company on a fixed or variable rate basis generally with up to 10 year terms. Amortizations generally range up to 25 years. The Company also originates 15 year fixed rate self-amortizing commercial mortgages.

In underwriting commercial real estate loans, the Company evaluates both the prospective borrower’s ability to make timely payments on the loan and the value of the property securing the loan. The Company generally utilizes licensed or certified appraisers, previously approved by the Company, to determine the estimated value of the property. Commercial mortgages are generally underwritten for up to 75% of the value of the property depending on the type of the property. The Company generally requires lease assignments where applicable. Repayment of such loans may be negatively impacted should the borrower default or should there be a substantial decline in the value of the property securing the loan, or a decline in general economic conditions.

Where the owner occupies the property, the Company also evaluates the business’s ability to repay the loan on a timely basis. In addition, the Company may require personal guarantees, lease assignments and/or the guarantee of the operating company when the property is owner occupied. These types of loans 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, therefore, repayment of such loans may be negatively impacted by adverse changes in economic conditions affecting the borrowers’ business.

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 by the company or other Bank providing the permanent financing. The Company funds construction of single family homes and commercial real estate, when no contract of sale exists, based upon the experience of the builder, the financial strength of the owner, the type and location of the property and other factors. Construction loans are generally personally guaranteed by the principal(s). 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 Company with terms of up to 30 years and loan to value ratios of up to 80%. The Company offers 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. 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 Company offers a variety of home equity line of credit products. These products include credit lines on primary residences, vacation homes and 1-4 unit residential investment properties. A low cost option is 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 minus 1% (prime rate as published in the Wall Street Journal) to prime plus 1%, subject to certain interest rate floors.

The Company does not originate loans similar to payment option loans or loans that allow for negative interest amortization. The Company does not engage in sub-prime lending nor does it offer loans with low “teaser” rates or high loan-to-value ratios to sub-prime borrowers.

Commercial and Industrial Loans: The Company’s commercial and industrial loan portfolio consists primarily of commercial business loans and lines of credit to 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 Company 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 Company generally requires a debt service coverage ratio of at least 125%. Commercial loans are often larger and may involve greater risks than other types of loans offered by the Company. 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 Company’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 Company offers installment loans and reserve lines of credit to individuals. Installment loans are limited to $50,000 and lines of credit are generally limited to $5,000. These loans have terms up to 5 years 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 Company does not place an emphasis on originating these types of loans.

The Company 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, energy saving improvements 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.

Average net loans increased $249.8 million or 20.3 percent to $1,483.2 million in 2008 from $1,233.4 million in 2007, which increased $102.1 million or 9.0 percent from $1,131.3 million in 2007. Gross loans increased $394.7 million or 30.1 percent to $1,705.3 million at December 31, 2008 from $1,310.6 million at December 31, 2007, which increased $85.2 million or 6.9 percent from $1,225.4 million at December 31, 2006. The changes in gross loans resulted primarily from:


	•	Increases of $287.9 million and $64.9 million in 2008 and 2007, respectively, in commercial real estate mortgages. The increases were due to increased activity in commercial mortgages,


	•	Increase of $43.0 million in 2008 and decrease of $41.1 million in 2007, respectively, in construction loans. The increase in 2008 resulted from a higher volume of originations. The decrease in 2007 was due to paydowns and a general slowdown in construction projects.

	•	Increases in residential real estate mortgages of $84.9 million and $34.9 million in 2008 and 2007, respectively, primarily as a result of increased activity principally in multi-family loans,

	•	Decrease of $18.9 million in 2008 and increase of $21.8 million in 2007, respectively, in commercial and industrial loans. The decrease in 2008 was primarily the result of the Company’s greater emphasis on the origination of real estate secured loans, together with an increase in charge-offs. The increase in 2007 was primarily due to increased activity and a greater emphasis on this product with resulting increased market penetration,

	•	Decrease of $8.2 million in 2008 and increase of $0.9 million in 2007 in loans to individuals, and

	•	Increases of $6.0 million and $3.7 million in 2008 and 2007, respectively, in lease financings.

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


	(000’s)
	2008			2007			2006			2005			2004

Real Estate:
Commercial	$	642,923		$	355,044		$	290,185		$	220,384		$	233,452
Construction		254,837			211,837			252,941			178,731			116,064
Residential		409,431			324,488			289,553			276,384			222,392
Commercial and industrial		358,076			377,042			355,214			316,907			277,013
Individuals		21,536			29,686			28,777			25,632			21,787
Lease financing		18,461			12,463			8,766			8,348			6,276

Total		1,705,264			1,310,560			1,225,436			1,026,386			876,984
Deferred loan fees		(5,116	)		(3,552	)		(3,409	)		(3,042	)		(2,687	)
Allowance for loan losses		(22,537	)		(17,367	)		(16,784	)		(13,525	)		(11,801	)

Loans, net	$	1,677,611		$	1,289,641		$	1,205,243		$	1,009,819		$	862,496

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 will 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, 2007, the Company had total gross loans with fixed rates of interest of $907.8 million, or 53.2 percent of total loans, and total gross loans with variable or floating rates of interest of $797.4 million, or 46.8 percent of total loans, as compared to $720.4 million or 55.0 percent of total loans in fixed rate loans and $590.2 million or 45.0 percent of total loans in variable or floating rate loans at December 31, 2007.

At December 31, 2008 and 2007, the Company had approximately $361.3 million and $378.8 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, 2008 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.


	(000’s except percentages)
				After 1
	Within			Year but			After
	1			Within			5
	Year			5 Years			Years			Total			Percent

Loans:
Real Estate — commercial	$	128,290		$	275,941		$	238,692		$	642,923			51.2	%
Real Estate — construction		213,157			36,407			5,273			254,837			20.3	%
Commercial & industrial		130,335			123,516			104,226			358,077			28.5	%

Total	$	471,782		$	435,864		$	348,191		$	1,255,837			100.0	%

Rate sensitivity:
Fixed or predetermined interest rates	$	134,002		$	378,235		$	316,110		$	828,347			66.0	%
Floating or adjustable interest rates		331,493			60,127			35,870			427,490			34.0	%

Total	$	465,495		$	438,362		$	351,980		$	1,255,837			100.0	%

Percent		37.1	%		34.9	%		28.0	%		100.0	%

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, restructured loans, Other Real Estate Owned (“OREO”) and related interest income not recorded on non-accrual loans as of and for the year ended December 31:


	(000’s except percentages)
	December 31,
	2008		2007		2006		2005		2004

Non-Accrual loans at period end	$	11,284	$	10,719	$	5,572	$	3,837	$	2,301
Loans past due 90 days or more and still accruing		7,019		3,953		3,879		3,522		3,227
Other Real Estate Owned		5,467		—		—		—		—
Additional interest income that would have been recorded if these borrowers had complied with contractual loan terms		875		933		474		283		243

There was no interest income on non-accrual loans included in net income for the years ended December 31, 2008, 2007 and 2006, respectively. Gross interest income that would have been recorded if these borrowers had been current in accordance with their original loan terms was $0.9 million, $0.9 million and $0.5 million for the years ended December 31, 2008, 2007 and 2006, respectively.

The following table is a summary of nonperforming assets and as of December 31:


	(000’s except percentages)
	December 31,
	2008			2007			2006			2005			2004

Non-Accrual Loans
Real Estate:
Commercial	$	2,241		$	143		$	658		$	496		$	590
Construction		2,824			4,646			1,799			1,599			426
Residential		4,618			340			761			845			469

Total Real Estate		9,683			5,129			3,218			2,940			1,485

Commercial and Industrial		1,601			5,590			2,346			897			719
Lease Financing and individuals		—			—			8			—			97

Total Non-Accrual Loans		11,284			10,719			5,572			3,837			2,301

Other Real Estate Owned		5,467			—			—			—			—

Total Nonperforming assets	$	16,751		$	10,719		$	5,572		$	3,837		$	2,301

Nonperforming assets to total assets at year end		0.66	%		0.46	%		0.24	%		0.19	%		0.13	%


	•	Nonperforming commercial real estate loans increased $2.1 million to $2.2 million at December 31, 2008 from $0.1 million at December 31, 2007 which was a decrease of $0.6 million from $0.7 million at December 31, 2006. The 2008 increase resulted from the addition of four loans totaling $2.2 million which was partially offset by charge-offs and principal payments of $0.1 million. The 2007 decrease resulted from principal payments of $0.6 million.

	•	Nonperforming construction loans decreased $1.8 million to $2.8 million at December 31, 2008 from $4.6 million at December 31, 2007, which was an increase of $2.8 million from $1.8 million at December 1, 2006. The 2008 decrease resulted from a $1.9 million transfer of a loan to other real estate owned, a $1.2 million loan which returned to accrual status, charge-offs of $0.8 million and principal payments of $0.1 million partially offset by the addition of two loans totaling $2.1 million. The 2007 increase resulted from the addition of four loans totaling $6.1 million which was partially offset by payments of $3.0 million and charge-offs of $0.3 million.

	•	Nonperforming residential real estate loans increased $4.3 million to $4.6 million at December 31, 2008 from $0.3 million at December 31, 2007 which was a decrease of $0.5 million from $0.8 million at December 31, 2006. The 2008 increase resulted from the addition of ten loans totaling $6.9 million which were partially offset by principal payments of $2.3 million and charge-offs of $0.3 million. The 2007 decrease resulted from principal payments of $1.2 million partially offset by the addition of two loans totaling $0.7 million.

	•	Nonperforming commercial and industrial loans decreased $4.0 million to $1.6 million at December 31, 2008 from $5.6 million at December 31, 2007 which was an increase of $3.2 million from $2.3 million at December 31, 2006. The 2008 decrease resulted from charge-offs of $4.9 million, the transfer of two loans totaling $3.6 million to other real estate owned, and payments of $1.5 million which were partially offset by the addition of thirty one loans totaling $6.0 million.

	•	In 2008, $0.1 million of nonperforming loans and overdrafts to individuals were charged-off. In 2007, additions of $0.1 million of nonperforming loans and overdrafts to individuals were offset by $0.1 million of charge-offs.

	•	In 2008, other real estate owned increased $5.5 million. The increase resulted from foreclosure proceedings on one property related to a nonperforming construction loan and two properties related to nonperforming commercial and industrial loans.

The overall increases in nonperforming assets for both 2008 and 2007, as compared to prior year periods, has partially resulted from the current severe economic slowdown, particularly during the fourth quarter of 2008, which has had negative effects on home sales and available financing, particularly in the residential real estate sector. Continuation of this condition could result in additional increases in nonperforming assets and charge-offs in the future.

At December 31, 2008, the Company had no commitments to lend additional funds to customers with non-accrual or restructured loan balances. Non-accrual loans increased $0.6 million to $11.3 million at December 31, 2008 from $10.7 million at December 31, 2007, which increased $5.1 million from $5.6 million at December 31, 2006. Net income is adversely impacted by the level of nonperforming 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, 2008, loans that aggregated approximately $18.6 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, 2008, 2007 and 2006.

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 $11.3 million, $11.7 million and $5.6 million at December 31, 2008, 2007 and 2006, respectively, have been measured based on the estimated fair value of the collateral since these loans are all collateral dependent. At December 31, 2008 there was no allowance for loan losses specifically allocated to impaired and other identified problem loans. The total allowance for loans loss specifically allocated to impaired and other identified problems loans was $1.8 million for both December 31, 2007 and 2006. The average recorded investment in impaired loans for the years ended December 31, 2008, 2007 and 2006 was approximately $12.3 million, $9.1 million and $5.3 million, respectively.

The Company performs extensive ongoing asset quality monitoring by both internal and independent loan review functions. In addition, the Company conducts timely remediation and collection activities through a network of internal and external resources which include an internal asset recovery department, real estate and other loan workout attorneys and external collection agencies. Management believes that these efforts are appropriate for accomplishing either successful remediation or maximizing collections related to nonperforming assets.

Allowance for Loan Losses

The Company maintains an allowance for loan losses to absorb probable losses incurred in the loan portfolio based on ongoing quarterly assessments of the estimated losses. The Company’s methodology for assessing the appropriateness of the allowance consists of a specific component for identified problem loans and a formula component to consider historical loan loss experience and additional risk factors affecting the portfolio.

The formula component is calculated by first applying historical loss experience factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. This component is then adjusted to reflect additional risk factors not addressed by historical loss experience. These factors include the evaluation of then-existing economic and business conditions affecting the key lending areas of the Company 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 quantified by loan type and reflected in the formula component. The evaluations of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty due to the subjective nature of such evaluations and because they are not identified with specific problem credits.

Prior to 2008, the formula component was presented as two separate components. The “formula” component, which included only amounts attributed to historical loss experience factors and an “unallocated” component which included amounts attributable to other risk factors not addressed by historical loss experience. The unallocated component was not distributed among the various loan categories presented. In 2008, the presentation of the allowance was changed by combining the formula and unallocated components into a single component which included allocation of the entire component to the various loan categories presented. Amounts for 2007 and 2006

have been reclassified to conform to the 2008 presentation. Management believes that the current presentation affords a more complete understanding of activity within the allowance.

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 for loan losses for the dates indicated is as follows:


	(000’s)
			Change					Change
	December 31,		During			December 31,		During			December 31,
	2008		2008			2007		2007			2006
Components
Specific:
Real Estate:
Commercial		—		—			—		—			—
Construction		—	$	(500	)	$	500	$	500			—
Residential		—		(950	)		950		150		$	800
Commercial and Industrial		—		(207	)		207		(471	)		678
Lease Financing and individuals		—		(120	)		120		(197	)		317

Total Specific component		—	$	(1,777	)	$	1,777	$	(18	)	$	1,795

Formula:
Real Estate:
Commercial	$	8,220	$	3,993		$	4,227	$	550		$	3,677
Construction		3,670		509			3,161		(811	)		3,972
Residential		4,194		1,226			2,968		316			2,652
Commercial and Industrial		6,272		1,227			5,045		394			4,651
Lease Financing and individuals		181		(8	)		189		152			37

Total Formula component	$	22,537	$	6,947		$	15,590	$	601		$	14,989

Total Allowance	$	22,537				$	17,367				$	16,784

Net Change				5,170					583
Net Charge-offs				5,855					887

Provision for loan losses			$	11,025				$	1,470


	Change					Change
	During			December 31,		During			December 31,
	2006			2005		2005			2004
Components
Specific:
Real Estate:
Commercial		—			—	$	(590	)	$	590
Construction		—			—		—			—
Residential		—		$	800		800			—
Commercial and Industrial	$	525			153		153			—
Lease Financing and individuals		(30	)		347		(678	)		1,025

Total Specific component	$	495		$	1,300	$	(315	)	$	1,615

Formula:
Real Estate:
Commercial	$	678		$	2,999	$	500		$	2,499
Construction		732			3,240		540			2,699
Residential		489			2,163		361			1,802
Commercial and Industrial		858			3,793		633			3,161
Lease Financing and individuals		7			30		5			25

Total Formula component	$	2,764		$	12,225	$	2,039		$	10,186

Total Allowance				$	13,525				$	11,801

Net Change		3,259					1,724
Amount Acquired		1,529					—
Net Charge-offs		400					335

Provision for loan losses	$	2,130				$	2,059

The specific component of the allowance for loan losses is the result of our analysis of impaired loans and our determination of the amount required to reduce the carrying amount of such loans to estimated fair value, as provided in SFAS No. 114 and SFAS No. 118. Accordingly, such allowance is dependent on the particular loans and their characteristics at each measurement date, not necessarily the total amount of such loans. There were no specific reserves assigned to impaired loans as of December 31, 2008. The Company’s analysis indicated that these loans were principally real estate collateral dependent or guaranteed under U.S. government programs and that there was sufficient underlying collateral value or guarantees to indicate expected recovery of the carrying amount of the loans. We generally record partial charge-offs for impaired loans where the fair value is less than the carrying amount, that are real estate collateral dependent and for which we utilize independent appraisals in determining the fair value of the collateral. At December 31, 2007, specific reserves were assigned to impaired loans whose fair value was less than the carrying amount and where such loans were generally not real estate collateral dependent and less secured.

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 formula component is then adjusted to reflect changes in other relevant factors affecting loan collectibility. Management periodically adjusted the formula component to an amount that, when considered with the specific component, represented its best estimate of probable losses in the loan portfolio as of each balance sheet date. The following factors affected the changes in the formula component of the allowance for loan losses each year:

2008


	•	Economic and business conditions — The volatility in energy costs and the cost of raw materials used in construction, the demand for and value of real estate, the primary collateral for the Company’s loans, and the level of real estate taxes within the Company’s market area, together with the general state of the economy, trigger economic uncertainty. During the year ended December 31, 2008, these factors have generally worsened. Further deterioration in the economy in general and business conditions in the Company’s primary market area continue. During the fourth quarter, housing prices have significantly declined and the


		availability of mortgage financing is limited. We have considered these trends in determining the formula component of the allowance for loan losses.


	•	Credit risk — Construction loans currently have a higher degree of risk than other types of loans which the Company makes, since repayment of the loans is generally dependent on the borrowers’ ability to successfully construct and sell or lease completed properties. Changes in concentration and the associated changes in various risk factors are considered in the determination of the formula component of the allowance. During the year ended December 31, 2008, the market for new construction has slowed significantly in the Company’s primary market area. Houses are taking longer to sell and prices have declined. We have considered these trends in determining the formula component of the allowance for loan losses.

	•	Asset quality — Changes in the amount of nonperforming loans, classified loans, delinquencies, and the results of the Company’s periodic loan review process are also considered in the process of determining the formula component. During the year ended December 31, 2008, nonperforming assets have increased. We believe this increase is due to current trends within the economy and our local market area.

	•	Loan Participations — We will purchase loan participations from a number of banks, including some outside our primary market area. While we review each loan and make our own determination regarding whether to participate in the loan, we rely on the other bank’s knowledge of their customer and marketplace. Since many of these relationships are new, we do not yet have an established record of performance and, therefore, any probable losses with respect to these new loan participation relationships is considered in the determination of the formula component of the allowance for loan losses.

2007


	•	Economic and business conditions — Indications of increased inflation, such as the pronounced rise in energy costs, increases in the cost of raw materials used in construction and significant increases in real estate taxes within the Company’s market area, together with the general slowdown in real estate activity and the recent crisis in the sub-prime mortgage market have had negative effects on the demand for and value of real estate, the primary collateral for the Company’s loans, and the ability of borrowers to repay their loans. Consideration of such events that trigger economic uncertainty or possible slowing economic conditions are part of the determination of the formula component of the allowance.

	•	Concentration — Construction loans totaled $211.8 million or 16.4 percent of net loans at December 31, 2007. These loans currently have a higher degree of risk than other types of loans which the Company makes, since repayment of the loans is generally dependent on the borrowers’ ability to successfully construct and sell or lease completed properties. During the year ended December 31, 2007, the number of completed properties and their time on the market has increased and there has been further downward pressure on prices. Further exacerbating the ability to sell newly constructed homes and condominiums is the tightening of credit in the secondary markets for residential borrowers, particularly sub-prime borrowers and, recently, jumbo loan borrowers. Therefore, the borrowers’ ability to pay and collateral values may be negatively impacted. Such concentration and the associated increase in various risk factors is reflected in the formula component of the allowance. Therefore, consideration of concentrations is a part of the determination of the formula component of the allowance.

	•	Credit quality — The dollar amount of nonperforming loans increased to $10.7 million or 0.82 percent of total loans at December 31, 2007, compared to $5.6 million or 0.45 percent of total loans at December 31, 2006. Although the Company’s regular periodic loan review process noted continued strength in overall credit quality, the continuation of recent trends of rising construction, energy and interest costs, as well as real estate taxes, an increase in the inventory of new residential construction and its time on the market and recent indications of a decline in real estate values in the Company’s primary market area may negatively impact the borrowers’ ability to pay and collateral values. Certain loans were downgraded due to potential deterioration of collateral values, the borrowers’ cash flows or other specific factors that negatively impacted 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 formula component of the allowance.


	•	Loan Participations — The Company expanded the number of banks from which we will purchase loan participations, particularly outside our primary market area. While we review each loan, we greatly rely on the other bank’s knowledge of their customer and marketplace. Since many of these relationships are new, we do not yet have an established record of performance and, therefore, any probable losses with respect to these new loan participation relationships are not reflected in the formula component of the allowance for loan losses.

2006


	•	Economic and business conditions — Indications of increased inflation, such as the pronounced rise in energy costs, increases in the cost of raw materials used in construction, significant increases in real estate taxes within the Company’s market area and the steady rise in short-term interest rates which began in the third quarter of 2004, continued throughout 2005 and the first half of 2006. Such conditions have had negative effects on the demand for and value of real estate, the primary collateral for the Company’s loans, and the ability of borrowers to repay their loans. Consideration of such events that trigger economic uncertainty or possible slowing economic conditions are part of the determination of the formula component of the allowance.

	•	Concentration — Construction loans increased to $252.9 million or 20.6 percent of total loans at December 31, 2006 from $178.7 million or 17.4 percent of total loans at December 31, 2005. These loans generally have a higher degree of risk than other types of loans which the Company makes, since repayment of the loans is generally dependent on the borrowers’ ability to successfully construct and sell or lease completed properties. Increases in such concentrations, and the associated increase in risk, is considered in the formula component of the allowance. Therefore, consideration of changes in concentrations is a part of the determination of the formula component of the allowance.

	•	Credit quality — Delinquencies increased within HVB and NYNB’s portfolios during the year ended December 31, 2006. In addition, the dollar amount of nonperforming loans increased, partially due to the addition of $1.0 million of nonperforming loans acquired with NYNB. Although the Company’s regular periodic loan review process noted continued strength in overall credit quality, the continuation of recent trends of rising construction, energy and interest costs, as well as real estate taxes, an increase in the inventory of new residential construction and its time on the market and recent indications of a decline in real estate values in the Company’s primary market area may negatively impact the borrowers’ ability to pay and collateral values. Certain loans were downgraded due to potential deterioration of collateral values, the borrowers’ cash flows or other specific factors that negatively impacted 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.

	•	Loan Participations — We expanded the number of banks from which we will purchase loan participations, particularly outside our primary market area. While we review each loan, we greatly rely on the other bank’s knowledge of their customer and marketplace. Since many of these relationships are new, we do not yet have an established record of performance and, therefore, any probable losses with respect to these new loan participation relationships is considered in the formula component of the allowance for loan losses.

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


	(000’s except percentages)
	2008			2007			2006			2005			2004

Net loans outstanding at end of year	$	1,677,611		$	1,289,641		$	1,205,243		$	1,009,819		$	862,496

Average net loans outstanding during the year		1,483,196			1,233,360			1,131,300			928,866			780,331

Allowance for loan losses:
Balance, beginning of year	$	17,367		$	16,784		$	13,525		$	11,801		$	11,441
Amount acquired		—			—			1,529			—			—
Provision charged to expense		11,025			1,470			2,130			2,059			473

		28,392			18,254			17,184			13,860			11,914
Charge-offs and recoveries during the year:
Charge offs:
Real estate:
Commercial		(78	)		—			—			—			(62	)
Construction		(775	)		(237	)		—			—			—
Residential		(1,270	)		(16	)		(153	)		—			—
Commercial and industrial		(3,422	)		(649	)		(216	)		(318	)		(102	)
Lease financing and individuals		(632	)		(139	)		(76	)		(53	)		(30	)
Recoveries:
Real estate:
Commercial		—			—			—			4			—
Construction		—			—			—			—			—
Residential		180			20			—			—			—
Commercial and industrial		65			97			22			26			72
Lease financing and individuals		77			37			23			6			9

Net charge-offs during the year		(5,855	)		(887	)		(400	)		(335	)		(113	)

Balance, end of year	$	22,537		$	17,367		$	16,784		$	13,525		$	11,801

Ratio of net charge-offs to average net loans outstanding during the year		0.39	%		0.07	%		0.04	%		0.04	%		0.01	%
Ratio of allowance for loan losses to gross loans outstanding at end of the year		1.33	%		1.33	%		1.39	%		1.32	%		1.35	%

In determining the allowance for loan losses at December 31, 2008, in addition to historical loss experience and the other relevant factors disclosed above, management considered the increase in net charge-offs during the year ended December 31, 2008. Net charge-offs for the period totaled $5.9 million. Included in the $5.9 million was a loss of $950,000 due to operational errors not related to the performance of the borrower or any reduction in collateral value (and had a $950,000 specific reserve allocation within the allowance for loan losses at December 31, 2007) and a loss of approximately $600,000 resulting from loans acquired with the Company’s acquisition of NYNB which were not originated under the same underwriting standards as generally required by the Company. We believe that there are no remaining loans from the acquisition of NYNB with significant underwriting deficiencies.

The Company considered these charge-offs as occurrences not representative of asset quality trends within the loan portfolio. Excluding these charge-offs, the provision for loan losses for the year ended December 31, 2008 was approximately 256 percent of net charge-offs. Management believes this increase is reflective of the change in nonperforming assets, net charge-offs and the factors and trends discussed above in determining the formula component.

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


	2008							2007
					Percentage							Percentage
					of Loans							of Loans
	Amount				in each			Amount				in each
	of Loan		Loan		Category			of Loan		Loan		Category
	Loss		Amounts		by Total			Loss		Amounts		by Total
	Allowance		by Category		Loans			Allowance		by Category		Loans

Real Estate:
Commercial	$	8,220	$	642,923		37.70	%	$	4,227	$	355,044		27.09	%
Construction		3,670		254,837		14.94	%		3,661		211,837		16.16	%
Residential		4,194		409,431		24.01	%		3,918		324,488		24.76	%
Commercial and Industrial		6,272		358,076		21.00	%		5,252		377,042		28.77	%
Lease Financing and individuals		181		39,997		2.35	%		309		42,149		3.22	%

Total	$	22,537	$	1,705,264		100.00	%	$	17,367	$	1,310,560		100.00	%


	2006							2005
					Percentage							Percentage
					of Loans							of Loans
	Amount				in each			Amount				in each
	of Loan		Loan		Category			of Loan		Loan		Category
	Loss		Amounts		by Total			Loss		Amounts		by Total
	Allowance		by Category		Loans			Allowance		by Category		Loans

Real Estate:
Commercial	$	3,677	$	290,185		23.68	%	$	2,999	$	220,384		21.47	%
Construction		3,972		252,941		20.64	%		3,240		178,731		17.41	%
Residential		3,452		289,553		23.63	%		2,963		276,384		26.93	%
Commercial and Industrial		5,329		355,214		28.99	%		3,946		316,907		30.88	%
Lease Financing and individuals		354		37,543		3.06	%		377		33,980		3.31	%

Total	$	16,784	$	1,225,436		100.00	%	$	13,525	$	1,026,386		100.00	%


	2004
					Percentage
					of Loans
	Amount				in each
	of Loan		Loan		Category
	Loss		Amounts		by Total
	Allowance		by Category		Loans

Real Estate:
Commercial	$	3,089	$	233,452		26.62	%
Construction		2,699		116,064		13.23	%
Residential		1,802		222,392		25.36	%
Commercial and Industrial		3,161		277,013		31.59	%
Lease Financing and individuals		1,055		28,063		3.20	%

Total	$	11,806	$	876,984		100.00	%

Actual losses can vary significantly from the estimated amounts. The Company’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 Banks are able to adjust specific and inherent loss estimates based upon any more recent information that has become available.

Provision for Loan Losses

The Company recorded a provision for loan losses of $11.0 million during 2008, $1.5 million for 2007 and $2.1 million in 2006. The provision for loan losses is charged to income to bring the Company’s allowance for loan losses to a level deemed appropriate by management based on the factors previously discussed under “Allowance for Loan Losses.”

Deposits

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 businesses, professionals, municipalities, not-for-profit organizations 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.

Total deposits at December 31, 2008 increased $26.8 million or 1.5 percent to $1,839.3 million, from $1,812.5 million at December 31, 2007, which increased $186.1 million or 11.4 percent from $1,626.4 million at December 31, 2006. The balance at December 31, 2008 included $75.0 million of brokered certificates of deposits. The balance at December 31, 2007 included approximately $97.0 million in a money market account that the Bank considered to be a temporary deposit. These funds were withdrawn in February 2008.

The following table presents a summary of deposits at December 31:


	(000’s)
	2008		2007

Demand deposits	$	647,828	$	568,418
Money market accounts		631,948		730,429
Savings accounts		99,022		93,331
Time deposits of $100,000 or more		156,481		202,151
Time deposits of less than $100,000		138,504		60,493
Checking with interest		165,543		157,720

Total	$	1,839,326	$	1,812,542

At December 31, 2008 and 2007, certificates of deposit including other time deposits of $100,000 or more totaled $295.0 million and $262.6 million, respectively. At December 31, 2008 and 2007 such deposits classified by time remaining to maturity were as follows:


	December 31,
	2008						2007
	Time		Time				Time		Time
	Deposits		Deposits		Total		Deposits		Deposits		Total
	of $100,000		of $100,000		Time		of $100,000		of $100,000		Time
	or More		or Less		Deposits		or More		or Less		Deposits
	(000’s)

3 months of less	$	92,298	$	104,103	$	196,401	$	141,688	$	20,930	$	162,618
Over three months through 6 months		22,775		11,902		34,677		25,329		12,023		37,352
Over 6 months through 12 months		37,849		7,457		45,306		34,702		10,477		45,179
Over 12 months		3,559		15,042		18,601		432		17,063		17,495

Total	$	156,481	$	138,504	$	294,985	$	202,151	$	60,493	$	262,644

Time deposits of over $100,000, including municipal CD’s, decreased $45.7 million at December 31, 2008 and increased $4.4 million at December 31, 2007, 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. 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. At December 31, 2008, the Company had $75.0 million in brokered deposits. At December 31, 2007, the Company had no brokered deposits.

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


	(000’s except percentages)
	Year ended December 31,
	2008					2007					2006
	Average					Average					Average
	Amount		Rate			Amount		Rate			Amount		Rate

Demand deposits — Non interest bearing	$	625,630		—		$	612,346		—		$	601,983		—
Money market accounts		642,784		1.63	%		560,325		2.69	%		431,628		2.07	%
Savings accounts		95,296		0.74	%		93,223		0.83	%		97,567		0.69	%
Time deposits		263,506		2.56	%		276,908		3.90	%		246,538		3.32	%
Checking with interest		149,793		0.72	%		153,446		1.01	%		134,874		0.78	%

Total	$	1,777,009		1.07	%	$	1,696,248		1.66	%	$	1,512,590		1.25	%

Average deposits outstanding increased $80.8 million or 4.8 percent to $1,777.0 million in 2008 from $1,696.2 million in 2007, which increased $183.6 million or 12.1 percent from $1,512.6 million in 2006.

Average non interest bearing deposits increased $13.3 million or 2.2 percent to $625.6 million in 2008 from $612.3 in 2007 which increased $10.3 million or 1.7 percent from $602.0 million in 2006. These increases reflect the Company’s continuing emphasis on developing this funding source. Average interest bearing deposits in 2008 increased $67.5 million or 6.2 percent reflecting increases in money market accounts and savings accounts partially offset by decreases in time deposits and checking with interest accounts. Average interest bearing deposits in 2007 increased $173.3 million or 19.0 percent reflecting increases in checking with interest accounts, money market accounts, and time deposits partially offset by decreases in savings accounts.

Average money market deposits increased $82.5 million or 14.7 percent in 2008 and $128.7 million or 29.8 percent in 2007, due in part to new customer accounts, increased activity in existing accounts, and the addition of new branches.

Average checking with interest deposits decreased $3.6 million or 2.3 percent in 2008 and $18.5 million or 13.7 percent in 2007. The decrease in 2008 was due to a shifting of accounts to money market accounts. And the increase in 2007 primarily as a result of new customer accounts, and increased activity in existing accounts.

Average time deposits decreased $13.4 million or 4.8 percent in 2008 and $30.4 million or 12.3 percent in 2007. The 2008 decreases were due to decreases activity in existing accounts due to the current interest rate environment which was partially offset by increased activity in brokered CD’s. The 2007 increases were a result of new customer accounts, increased activity in existing accounts, and the addition of new branches partially offset by decreased activity in brokered CD’s.

Average savings deposit balances increased $2.1 million or 2.3 percent in 2008 and decreased $4.4 million or 3.3 percent in 2007. The 2008 increases were a result of new customer accounts, increased activity in existing

accounts and the addition of new branches. The 2007 decreases were the result of decreased activity in existing accounts.

Borrowings

Borrowings with original maturities of one year or less totaled $269.6 million and $76.1 million at December 31, 2008 and 2007, respectively. Such short-term borrowings consisted of $210.0 million of overnight borrowings, $59.2 million of customer repurchase agreements, and note options on Treasury, tax and loan of $0.4 million at December 31, 2008 and $75.3 million of customer repurchase agreements and note options on Treasury, tax and loan of $0.8 million at December 31, 2007. The increase was due to a combination of the Banks replacing long-term borrowings with lower cost short-term borrowings and funding loan growth in excess of deposit growth. Historically low levels of interest rates, which have resulted from the current economic crisis, have limited the availability of long-term financing at reasonable rates. Other borrowings totaled $196.8 million and $210.8 million at December 31, 2008 and 2007, respectively, which consisted of fixed rate borrowings of $175.3 million and $189.2 million from the FHLB with initial stated maturities of five or ten years and one to four year call options and non callable FHLB borrowings of $21.3 million and $21.6 million at December 31, 2008 and 2007, respectively. The callable borrowings from FHLB mature beginning in 2009 through 2016. The FHLB has the right to call all of such borrowings at various dates in 2009 and quarterly thereafter. A non callable borrowing of $1.3 million matures in 2027 and a non callable borrowing of $20.0 million matures in 2011.

Interest expense on all borrowings totaled $11.0 million, $18.1 million and $22.7 million in 2008, 2007 and 2006, respectively.

The following table summarizes the average balances, weighted average interest rates and the maximum month-end outstanding amounts of the Company’s borrowings for each of the years:


		(000’s except percentages)
		2008			2007			2006

Average balance:	Short-term	$	161,749		$	167,255		$	234,959
	Other borrowings		201,687			230,014			258,308
Weighted average interest rate (for the year):	Short-term		1.4	%		4.7	%		4.8	%
	Other borrowings		4.4			4.5			4.5
Weighted average interest rate (at year end):	Short-term		1.0	%		2.6	%		2.0	%
	Other borrowings		4.3			4.4			4.8
Maximum month-end outstanding amount:	Short-term	$	269,585		$	254,581		$	289,575
	Other borrowings		210,844			249,369			264,395

As of December 31, 2008 and 2007, these borrowings were collateralized by loans and securities with an estimated fair value of $549.7 million and $321.5 million, respectively.

At December 31, 2008 the Company had available unused short-term lines of credit of $82 million from the FHLB and $80 million from correspondent banks. The FHLB lines require availability of qualifying loan and/or investment securities collateral. The correspondent bank lines are unsecured. The Company also has a total of $650 million in remaining available lines under Retail Certificate of Deposit Agreements with three large financial institutions. Additional liquidity is also provided by the Company’s ability to borrow from the Federal Reserve Bank’s discount window. In response to the current economic crisis, the Federal Reserve Bank has increased the ability of banks to borrow from this source through its Borrower-in-Custody (“BIC”) program, which expanded the types of collateral which qualify as security for such borrowings. Both HVB and NYNB have been approved to participate in the BIC program. The Company is also eligible to participate in other FHLB borrowing programs subject to availability of qualifying collateral and certain other terms and conditions.

Capital Resources

Stockholders’ equity increased $3.8 million or 1.9 percent to $207.5 million at December 31, 2008 from $203.7 million at December 31, 2007, which increased $18.1 million or 9.8 percent from $185.6 million at December 31, 2006. The 2008 increase resulted from net income of $30.9, net proceeds from stock options exercised of $12.1 million and proceeds from the sale of treasury stock of $0.7 million partially offset by cash dividends of $20.2 million, purchases of treasury stock of $18.9 million an a reduction of accumulated other comprehensive income of $0.8 million. The 2007 increase resulted from net income of $34.5 million, net proceeds from stock options exercised of $7.1 million; proceeds from sales of treasury stock of $1.9 million and an increase of accumulated other comprehensive income of $2.5 million partially offset by cash dividends paid of $17.8 million and purchases of treasury stock of $10.1 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. HVB’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, 2008, 2007 and 2006 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.

The risk-based capital ratios at December 31, follow:


	2008			2007			2006

Tier 1 capital:
Company		10.1	%		12.5	%		12.3	%
HVB		9.9			12.3			12.3
NYNB		10.1			11.3			12.5
Total capital:
Company		11.3	%		13.7	%		13.5	%
HVB		11.1			13.4			13.5
NYNB		11.4			12.6			13.7

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).

The leverage ratios were as follows at December 31:


	2008			2007			2006

Company		7.5	%		8.3	%		7.8	%
HVB		7.4			8.1			7.8
NYNB		6.7			7.1			7.0

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 Banks current regulatory capital requirements are to be considered in the “well capitalized” category at December 31, 2008. Management intends to conduct the affairs of the Banks so as to maintain a strong capital position in the future.

Liquidity

The Asset/Liability Strategic Committee (“ALSC”) of the Board of Directors of HVB 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 Company’s liquid assets, at December 31, 2008, include cash and due from banks of $45.4 million and Federal funds sold of $6.7 million. Federal funds sold represents the Company’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 $376.8 million at December 31, 2007. This represented 55.7 percent of the amortized cost of the securities portfolio. Excluding installment loans to individuals, real estate loans other than construction loans and lease financing, $343.5 million, or 20.1 percent of loans at December 31, 2008, mature in one year or less. The Company may increase liquidity by selling certain residential mortgages, or exchanging them for mortgage-backed securities that may be sold in the secondary market.

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.

HVB and NYNB are members of the FHLB. As members, they are able to participate in various FHLB borrowing programs which require certain investments in FHLB common stock as a prerequisite to obtaining funds. As of December 31, 2008, HVB had short-term borrowing lines with the FHLB of $200 million of which $145 million was outstanding. NYNB had short-term borrowing lines of $27 million with no amounts outstanding.

These and various other FHLB borrowing programs available to members are subject to availability of qualifying loan and/or investment securities collateral and other terms and conditions.

HVB also has unsecured overnight borrowing lines totaling $80 million with three major financial institutions which were all unused and available at December 31, 2008. In addition, HVB had approved lines under Retail Certificate of Deposit Agreements with three major financial institutions totaling $700 million of which $75 million was outstanding as of December 31, 2008.

Additional liquidity is also provided by the Company’s ability to borrow from the Federal Reserve Bank’s discount window. In response to the current economic crisis, the Federal Reserve Bank has increased the ability of banks to borrow from this source through its Borrower-in-Custody (“BIC”) program, which expanded the types of collateral which qualify as security for such borrowings. Both HVB and NYNB have been approved to participate in the BIC program. There were no amounts outstanding with the Federal Reserve at December 31, 2008.

As of December 31, 2008, the Company had qualifying loan and investment securities totaling approximately $207 million which could be utilized under available borrowing programs thereby increasing liquidity.

The Company 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 Company’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 Company 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, 2008 follows:


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

Contractual Obligations:(1)
Time Deposits	$	276,384	$	10,618	$	7,844	$	139	$	294,985
FHLB Borrowings		73,030		107,340		15,143		1,300		196,813
Operating lease and license obligations		2,695		4,843		4,190		10,583		22,311

Total	$	352,109	$	122,801	$	27,177	$	12,022	$	514,109

Credit Commitments:
Available lines of credit	$	181,304	$	69,782	$	26,229	$	83,975	$	361,290
Letters of credit		18,667		2,428		—		—		21,095

Total	$	199,971	$	72,210	$	26,229	$	83,975	$	382,385

(1) Interest not included.

FHLB borrowings are presented in the above table by contractual maturity date. The FHLB has rights, under certain conditions, to call $175.3 million of those borrowings as of various dates during 2008 and quarterly thereafter.

The Company pledges certain of its assets as collateral for deposits of municipalities and other deposits allowed or required by law, FHLB and FRB borrowings and repurchase agreements. By utilizing collateralized funding sources, the Company 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.

In connection with the 2004 acquisition of A. R. Schmeidler and Co., Inc., the Company may be required to make one additional performance-based payment. This additional payment would be accounted for as additional purchase price and, as a result, would reduce the Company’s liquidity and capital. We believe that our liquidity and capital are sufficient for any future payment required.

Management expects that the Company has and will have sources of liquidity to meet any expected funding needs and also to be responsive to changing interest rate markets.

Quarterly Results of Operations (Unaudited)

Set forth below are certain quarterly results of operations for 2008 and 2007.


	2008 Quarters								2007 Quarters
	Fourth		Third		Second		First		Fourth		Third		Second		First

Interest income	$	35,670	$	35,776	$	33,565	$	35,101	$	37,050	$	38,117	$	38,144	$	37,056
Net interest income		28,840		28,753		26,561		25,875		26,500		26,342		26,090		25,136
Provision for loan losses		7,540		1,040		2,114		331		180		180		555		555
Income before income taxes		7,777		13,979		11,922		12,845		13,261		13,880		12,855		12,746
Net income		5,485		9,049		7,896		8,447		8,714		9,091		8,377		8,301
Basic earnings per common share		0.51		0.83		0.72		0.78		0.81		0.85		0.77		0.77
Diluted earnings per common share		0.49		0.80		0.70		0.75		0.78		0.81		0.75		0.74

Forward-Looking Statements

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, 2008. 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:


	•	unanticipated write-down or other-than-temporary impairment to investment securities;

	•	insufficient allowance for loan losses;

	•	a higher level of net loan charge-offs and delinquencies than anticipated;

	•	changes in loan, investment and mortgage prepayment assumptions;

	•	changes in monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the Office of the Comptroller of the Currency and the Federal Reserve Board, and the impact of any policies or programs implemented pursuant to the Emergency Economic Stabilization Act of 2008.

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

	•	competitive pressure on loan and deposit product pricing;

	•	other actions of competitors;

	•	adverse changes in economic conditions especially those effecting real estate;

	•	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;

	•	regulatory delays or conditions imposed by regulators in connection with the conversion of the Banks to national banks, acquisitions or other expansion plans;

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

ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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, 2008 shows the Company’s net interest income decreasing slightly if rates fall and decreasing moderately if rates 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, 2008 and 2007.


	Percentage Change			Percentage Change
	in Estimated			in Estimated
	Net Interest			Net Interest
	Income from			Income from
Gradual Change in Interest Rates	December 31, 2008			December 31, 2007

+200 basis points		(2.9	)%		1.8	%
–100 basis points		(0.5	)%		(4.8	)%

As of March 31, 2008, a 100 basis point downward change was substituted for the 200 basis point downward scenario previously used, as management believes that a 200 basis point downward change is not a meaningful analysis in light of current interest rate levels. The percentage change in estimated net income in the +200 and −100 basis points scenario is within the Company’s policy limits.

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 may purchase 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 Company’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, 2008 and 2007 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, 2008, the “Static Gap” showed a positive cumulative gap of $87.4 million in the one day to one year repricing period, as compared to a positive cumulative gap of $48.2 million at December 31, 2007. The change in the cumulative static gap between December 31, 2008 and December 31, 2007 reflects the results of the Company’s efforts to reposition its portfolios as a result of changes in interest rates and changes to the shape of the yield curve. Management believes that this strategy has enabled the Company to be well positioned for the next cycle of interest rate changes and to address conditions which may arise as a result of the current financial crisis.

The tables below set forth the interest rate sensitivity analysis at year end 2008 and 2007.

Interest Rate Sensitivity Analysis

December 31, 2008


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

Assets:
Loans, net		—		$	759,153		$	143,649		$	394,415		$	364,901		$	15,493		$	1,677,611
Mortgage Backed securities		—			131,136			146,958			98,073			21,828			—			397,995
Other securities		—			89,463			61,272			89,941			53,178			—			293,854
Other earning assets	$	6,679			—			—			—			—			—			6,679
Other assets		—			—			—			—			—			164,751			164,751

Total Assets		6,679			979,752			351,879			582,429			439,907			180,244			2,540,890

Liabilities & Stockholders’ Equity:
Interest bearing deposits		—		$	828,349		$	79,983		$	18,462		$	264,705			—		$	1,191,499
Other borrowed funds	$	269,585			6			73,015			107,342			16,450			—			466,398
Demand deposits		—			—			—			—			—		$	647,828			647,828
Other liabilities		—			—			—			—			—			27,664			27,664
Stockholders’ equity		—			—			—			—			—			207,501			207,501

Total Liabilities & Stockholders’ Equity		269,585			828,355			152,998			125,804			281,155			882,993			2,540,890

Net interest rate sensitivity gap	$	(262,906	)	$	151,397		$	198,881		$	456,625		$	158,752		$	(702,749	)		—

Cumulative gap	$	(262,906	)	$	(111,509	)	$	87,372		$	543,997		$	702,749			—			—

Cumulative gap to interest earning assets		(11.06	)%		(4.69	)%		3.68	%		22.89	%		29.58	%

December 31, 2007


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

Assets:
Loans, net		—		$	580,555		$	111,990		$	429,743		$	143,515		$	23,838		$	1,289,641
Mortgage Backed securities		—			45,654			112,173			216,262			33,412			—			407,501
Other securities		—			65,045			93,355			107,554			118,473			—			384,427
Other earning assets	$	99,875			—			—			—			—			—			99,875
Other assets		—			—			—			—			—			149,166			149,166

Total Assets		99,875			691,254			317,518			753,559			295,400			173,004			2,330,610

Liabilities & Stockholders’ Equity:
Interest bearing deposits		—		$	887,714		$	82,531		$	17,245		$	256,634			—		$	1,244,124
Other borrowed funds	$	76,097			6			14,016			180,350			16,472			—			286,941
Demand deposits		—			—			—			—			—		$	568,418			568,418
Other liabilities		—			—			—			—			—			27,238			27,238
Stockholders’ equity		—			—			—			—			—			203,889			203,889

Total Liabilities & Stockholders’ Equity		76,097			887,720			96,547			197,595			273,106			799,545			2,330,610

Net interest rate sensitivity gap	$	23,778		$	(196,466	)	$	220,971		$	555,964		$	22,294		$	(626,541	)		—

Cumulative gap	$	23,778		$	(172,688	)	$	48,283		$	604,247		$	626,541			—			—

Cumulative gap to interest earning assets		1.09	%		(7.92	)%		2.21	%		27.70	%		28.72	%

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of Hudson Valley Holding Corp. as of December 31, 2008 and 2007 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the years then ended. We also have audited Hudson Valley Holding Corp.’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Hudson Valley Holding Corp.’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting located in Item 9A of this accompanying Form 10-K. Our responsibility is to express an opinion on these financial statements and an opinion on the company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hudson Valley Holding Corp. as of December 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Hudson Valley Holding Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ Crowe Horwath LLP

Livingston, New Jersey

March 13, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Hudson Valley Holding Corp.

Yonkers, New York

We have audited the accompanying consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of Hudson Valley Holding Corp. and its subsidiaries (the “Company”) for the year ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the results of the operations and cash flows of Hudson Valley Holding Corp. and its subsidiaries for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 12, the Company adopted the initial recognition provisions of Statement of Financial Accounting Standard No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans” as of December 31, 2006.

As discussed in Note 1, Earnings per Common Share in 2006 have been retroactively restated to reflect stock dividends. As discussed in Note 18, the accompanying consolidated financial statement of cash flows for the year ended December 31, 2006 has been restated.

Deloitte & Touche LLP

New York, New York

March 15, 2007 (March 14, 2008 as to the effects of the restatements discussed in Note 1 as to Earnings per Common Share and in Note 18)

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the years ended December 31, 2008, 2007 and 2006

Dollars in thousands, except per share amounts


	2008			2007			2006

Interest Income:
Loans, including fees	$	105,632		$	104,920		$	96,527
Securities:
Taxable		24,873			32,868			34,591
Exempt from Federal income taxes		8,628			9,114			9,234
Federal funds sold		827			2,938			600
Deposits in banks		152			527			205

Total interest income		140,112			150,367			141,157

Interest Expense:
Deposits		19,035			28,159			18,859
Securities sold under repurchase agreements and other short-term borrowings		2,187			7,809			11,149
Other borrowings		8,861			10,331			11,592

Total interest expense		30,083			46,299			41,600

Net Interest Income		110,029			104,068			99,557
Provision for loan losses		11,025			1,470			2,130

Net interest income after provision for loan losses		99,004			102,598			97,427

Non Interest Income:
Service charges		5,951			4,701			4,529
Investment advisory fees		11,181			9,053			7,008
Realized loss on securities available for sale, net		(1,399	)		(559	)		(199	)
Other income		2,871			1,626			1,741

Total non interest income		18,604			14,821			13,079

Non Interest Expense:
Salaries and employee benefits		41,857			37,573			32,791
Occupancy		7,490			6,437			5,779
Professional services		4,295			4,704			4,941
Equipment		4,219			3,289			2,821
Business development		2,053			2,332			2,120
FDIC assessment		893			193			381
Other operating expenses		10,278			10,149			9,579

Total non interest expense		71,085			64,677			58,412

Income Before Income Taxes		46,523			52,742			52,094
Income Taxes		15,646			18,259			18,035

Net Income	$	30,877		$	34,483		$	34,059

Basic Earnings per Common Share	$	2.84		$	3.20		$	3.14
Diluted Earnings per Common Share		2.74			3.08			3.05

See notes to consolidated financial statements.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2008 and 2007

Dollars in thousands, except per share and share amounts


	2008			2007

ASSETS
Cash and due from banks	$	45,428		$	51,067
Federal funds sold		6,679			99,054
Securities available for sale, at estimated fair value (amortized cost of $647,279 in 2008 and $749,354 in 2007)		642,363			746,493
Securities held to maturity, at amortized cost (estimated fair value of $29,546 in 2008 and $33,769 in 2007)		28,992			33,758
Federal Home Loan Bank of New York (FHLB) stock		20,493			11,677
Loans (net of allowance for loan losses of $22,537 in 2008 and $17,367 in 2007)		1,677,611			1,289,641
Accrued interest and other receivables		16,357			15,252
Premises and equipment, net		30,987			27,356
Other real estate owned		5,467			—
Deferred income taxes, net		14,030			10,284
Bank owned life insurance		22,853			21,497
Goodwill		20,942			15,377
Other intangible assets		4,097			4,919
Other assets		4,591			4,373

TOTAL ASSETS	$	2,540,890		$	2,330,748

LIABILITIES
Deposits:
Non interest-bearing	$	647,828		$	568,418
Interest-bearing		1,191,498			1,244,124

Total deposits		1,839,326			1,812,542
Securities sold under repurchase agreements and other short-term borrowings		269,585			76,097
Other borrowings		196,813			210,844
Accrued interest and other liabilities		27,665			27,578

TOTAL LIABILITIES		2,333,389			2,127,061

Commitments and contingencies (Note 14)

STOCKHOLDERS’ EQUITY
Common Stock, $0.20 par value; authorized 25,000,000 shares; outstanding 10,871,609 and 9,841,890 shares in 2008 and 2007, respectively		2,367			2,091
Additional paid-in capital		250,129			227,173
Retained earnings		2,084			2,369
Accumulated other comprehensive loss		(5,144	)		(4,366	)
Treasury stock, at cost; 964,763 and 611,136 shares in 2008 and 2007, respectively		(41,935	)		(23,580	)

Total stockholders’ equity		207,501			203,687

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,540,890		$	2,330,748

See notes to consolidated financial statements.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended December 31, 2008, 2007 and 2006

Dollars in thousands, except share amounts


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

Balance at January 1, 2006		8,138,752		$	1,856	$	(34,588	)	$	207,372		$	1,431		$	(6,282	)	$	169,789
Net income													34,059						34,059
Grants and exercises of stock options, net of tax		116,319			24					4,510									4,534
Purchase of treasury stock		(129,703	)				(6,593	)											(6,593	)
Sale of treasury stock		5,730					180			61									241
Stock dividend		814,026					26,197			(8,980	)		(17,217	)					—
Cash dividends ($1.46 per share)													(15,836	)					(15,836	)
Accrued benefit liability adjustment, net of tax																(13	)		(13	)
Adjustment for the initial application of SFAS No. 158, net of tax																(1,144	)		(1,144	)
Net unrealized gain on securities available for sale																529			529

Balance at December 31, 2006		8,945,124			1,880		(14,804	)		202,963			2,437			(6,910	)		185,566
Net income													34,483						34,483
Grants and exercises of stock options, net of tax		160,766			32					7,041									7,073
Purchase of treasury stock		(193,361	)				(10,109	)											(10,109	)
Sale of treasury stock		34,871					1,333			562									1,895
Stock dividend		894,490			179					16,607			(16,786	)					—
Cash dividends ($1.64 per share)													(17,765	)					(17,765	)
Accrued benefit liability adjustment, net of tax																(607	)		(607	)
Net unrealized gain on securities available for sale																3,151			3,151

Balance at December 31, 2007		9,841,890			2,091		(23,580	)		227,173			2,369			(4,366	)		203,687
Net income													30,877						30,877
Grants and exercises of stock options, net of tax		395,447			78					12,032									12,110
Purchase of treasury stock		(366,365	)				(18,883	)											(18,883	)
Sale of treasury stock		12,738					528			142									670
Stock dividend		987,899			198					10,782			(10,980	)					—
Cash dividends ($1.85 per share)													(20,182	)					(20,182	)
Accrued benefit liability adjustment, net of tax																186			186
Net unrealized loss on securities available for sale																(964	)		(964	)

Balance at December 31, 2008		10,871,609		$	2,367	$	(41,935	)	$	250,129		$	2,084		$	(5,144	)	$	207,501

See notes to consolidated financial statements.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2008, 2007 and 2006

Dollars in thousands


							2006
							As Restated
	2008			2007			See Note 18

Operating Activities:
Net income	$	30,877		$	34,483		$	34,059
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		11,025			1,470			2,130
Depreciation and amortization		3,554			2,878			2,572
Realized loss on security transactions, net		1,399			559			199
Amortization of premiums on securities, net		32			389			598
Increase in cash value of bank owned life insurance		(943	)		(581	)		(427	)
Amortization of other intangible assets		822			822			822
Stock option expense and related tax benefits		2,671			995			944
Deferred taxes (benefit)		(2,777	)		(998	)		1,283
Increase in deferred loan fees		1,564			142			365
(Increase) decrease in accrued interest and other receivables		(1,105	)		1,669			(4,296	)
(Increase) decrease in other assets		(218	)		30			(799	)
Excess tax benefits from share based payment arrangements		(2,075	)		(239	)		(247	)
Increase in accrued interest and other liabilities		86			4,410			3,444
Decrease (increase) in accrued benefit liability adjustment		311			(1,012	)		(1,921	)

Net cash provided by operating activities		45,223			45,017			38,726

Investing Activities:
Decrease (increase) in short term investments		92,375			(87,196	)		5,471
(Increase) decrease in FHLB stock		(8,816	)		2,334			(339	)
Proceeds from maturities of securities available for sale		274,216			178,701			165,145
Proceeds from maturities of securities held to maturity		4,800			6,205			10,282
Proceeds from sales of securities available for sale		65,506			3,003			45,634
Purchases of securities available for sale		(239,115	)		(45,876	)		(254,629	)
Net increase in loans		(406,025	)		(86,010	)		(197,921	)
Net purchases of premises and equipment		(7,185	)		(8,565	)		(10,650	)
Premiums paid on bank owned life insurance		(413	)		(10,403	)		(680	)
Increase in goodwill		(5,565	)		(4,769	)		(4,544	)
Increase in other intangible assets		—			—			(3,907	)

Net cash used in investing activities		(230,222	)		(52,576	)		(246,138	)

Financing Activities:
Net increase in deposits		26,784			186,101			218,445
Repayment of other borrowings		(14,031	)		(38,527	)		(51,276	)
Proceeds from other borrowings		—			—			37,550
Net increase (decrease) in securities sold under repurchase agreements and short term borrowings		193,488			(131,091	)		35,073
Proceeds from issuance of common stock		9,439			6,078			3,590
Proceeds from sale of treasury stock		670			1,895			241
Cash dividends paid		(20,182	)		(17,765	)		(15,836	)
Acquisition of treasury stock		(18,883	)		(10,109	)		(6,593	)
Excess tax benefits from share based payment arrangements		2,075			239			247

Net cash provided by (used in) financing activities		179,360			(3,179	)		221,441

(Decrease) Increase in Cash and Due from Banks		(5,639	)		(10,738	)		14,029
Cash and due from banks, beginning of year		51,067			61,805			47,776

Cash and due from banks, end of year	$	45,428		$	51,067		$	61,805

Supplemental Disclosures:
Interest paid	$	31,396		$	45,428		$	39,567
Income tax payments		17,751			19,452			19,089

See notes to consolidated financial statements.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollars in thousands, except per share and share amounts

1 Summary of Significant Accounting Policies

Description of Operations and Basis of Presentation — The consolidated financial statements include the accounts of Hudson Valley Holding Corp. and its wholly owned subsidiaries, Hudson Valley Bank N.A. (“HVB”) and New York National Bank (“NYNB”), (collectively the “Company”). The Company offers a broad range of banking and related services to businesses, professionals, municipalities, not-for-profit organizations and individuals. HVB, a national banking association headquartered in Westchester County, New York has 17 branch offices in Westchester County, New York, 3 in Manhattan, New York, 2 in Bronx County, New York, 1 in Queens County, New York 1 in Rockland County, New York and 4 in Fairfield County, Connecticut. NYNB, a national banking association headquartered in Bronx County, New York has 3 branch offices in Manhattan, New York and 2 in Bronx County, New York. The Company also provides investment management services to its customers through its wholly-owned subsidiary, A.R. Schmeidler & Co., Inc. (“ARS”), a Manhattan, New York based money management firm. NYNB and ARS are not significant subsidiaries for purposes of disclosing additional information related to each acquisition. 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. Estimates that are particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses and fair value of financial instruments. In connection with the determination of the allowance for loan losses, management utilizes the work of professional appraisers for significant properties.

Loans — Loans are reported at their outstanding principal balance, net of the allowance for loan losses, 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

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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, 2008 or 2007.

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

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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, 2008 and 2007 did not indicate impairment of its goodwill or identified intangible assets.

Income Taxes — Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. 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, officers, eligible employees, and certain advisors, based upon eligibility as determined by the Compensation Committee. Options are granted for the purchase of shares of the Company’s common stock at an exercise price not less than the market value of the stock on the date of grant. Stock options under the Company’s plans vest over various periods. Vesting periods range from immediate to five years from date of grant. Options expire ten years from the date of grant. Effective January 1, 2006, the Company adopted SFAS No. 123R, “Share-Based Payment” (“SFAS No. 123R”), which requires that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued. Non-employee stock options are expensed as of the date of grant. The fair value (present value

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of the estimated future benefit to the option holder) of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. See Note 11 herein for additional discussion.

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 income, 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:


	2008		2007		2006

Weighted average common shares:
Basic		10,881,761		10,767,920		10,832,709
Effect of stock options		368,326		431,743		348,027
Diluted		11,250,087		11,199,663		11,180,736

In December 2008, 2007 and 2006, 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.”

Bank Owned Life Insurance — The Company has purchased life insurance policies on certain key executives. In accordance with Emerging Issues Task Force finalized Issue No. 06-5, Accounting for Purchases of Life Insurance — Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 (Accounting for Purchases of Life Insurance) (“EITF No. 06-5”), bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Prior to adoption of EITF 06-5, the Company recorded bank owned life insurance at its cash surrender value.

Recent Accounting Pronouncements

Fair Value Measurements — In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, provides a framework for measuring the fair value of assets and liabilities and requires additional disclosure about fair value measurement. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In February 2008, the FASB issued Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157.” This FSP delays the effective date of FAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The adoption of SFAS No. 157 by the Company on January 1, 2008 did not have any impact on its consolidated results of operations and financial condition.

In October 2008, the FASB issued FSP No. 157-3 (“FSP No. 157-3”), “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active.” FSP No. 157-3 clarifies the application of SFAS No. 157 in a market that is not active and provides an example to illustrate key considerations in determining fair value of financial assets when the market for that financial asset is not active. FSP No. 157-3 applies to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with SFAS No. 157. FSP No. 157-3 was effective upon issuance and included prior periods for which financial statements had not been issued. The application of FSP No. 157-3 did not have a material impact on the Company’s consolidated results of operations and financial condition.

Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”(“SFAS No. 158”). This statement, which amends FASB Statement Nos. 87, 88, 106 and 132R, requires employers to recognize the overfunded and underfunded status of a defined benefit postretirement plan as an asset or a liability on its balance sheet and to recognize changes in that funded status in the year in which the changes occur through other comprehensive income, net of tax. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. The effective date of the requirement to initially recognize the funded status of the plan and to provide the required disclosures was December 31, 2006. The effects of and required disclosures from the adoption of the initial recognition provisions of SFAS No. 158 are presented in Note 12 herein. The requirement to measure plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008.

Accounting for Purchases of Life Insurance — In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-5, Accounting for Purchases of Life Insurance — Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 (Accounting for Purchases of Life Insurance) (“EITF No. 06-5”.) EITF No. 06-5 requires that a policyholder consider contractual terms of a life insurance policy in determining the amount that could be realized under the insurance contract. It also requires that if the contract provides for a greater surrender value if all individual policies in a group are surrendered at the same time, that the surrender value be determined based on the assumption that policies will be surrendered on an individual basis. In addition, EITF No. 06-5 requires disclosure when there are contractual restrictions on the Company’s ability to surrender a policy. The adoption of EITF No. 06-5 by the Company on January 1, 2007 did not have any impact on its consolidated results of operations and financial condition.

The Fair Value Option for Financial Assets and Financial Liabilities — In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 provides entities with an option to report certain financial assets and liabilities at fair value, with changes in fair value reported in earnings, and requires additional disclosures related to an entity’s election to use fair value reporting. It also requires entities to display the fair value of those assets and liabilities for which the entity has elected to use fair value on the face of the balance sheet. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 by the Company on January 1, 2008 did not have any impact on its consolidated results of operations and financial condition.

Other — Certain 2007 and 2006 amounts have been reclassified to conform to the 2008 presentation.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2 Securities

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:


	(000’s)
	2008								2007
							Estimated								Estimated
	Amortized		Gross Unrealized				Fair		Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value

Classified as Available for Sale
U.S. Treasury and government agencies	$	45,206	$	288	$	79	$	45,415	$	107,083	$	90	$	384	$	106,789
Mortgage-backed securities		371,963		3,487		1,313		374,137		384,711		628		6,464		378,875
Obligations of states and political subdivisions		200,858		2,341		1,710		201,489		204,184		3,555		191		207,548
Other debt securities		20,082		227		8,665		11,644		22,231		39		791		21,479

Total debt securities		638,109		6,343		11,767		632,685		718,209		4,312		7,830		714,691
Mutual funds and other equity securities		9,170		613		105		9,678		31,145		682		25		31,802

Total	$	647,279	$	6,956	$	11,872	$	642,363	$	749,354	$	4,994	$	7,855	$	746,493


	(000’s)
	2008								2007
							Estimated								Estimated
	Amortized		Gross Unrealized				Fair		Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value

Classified as Held to Maturity
Mortgage-backed securities	$	23,859	$	525	$	78	$	24,306	$	28,626	$	41	$	178	$	28,489
Obligations of states and political subdivisions		5,133		108		1		5,240		5,132		148		—		5,280

Total	$	28,992	$	633	$	79	$	29,546	$	33,758	$	189	$	178	$	33,769

At December 31, 2008, securities having a stated value of approximately $401.5 million were pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law.

Gross proceeds from sales of securities available for sale were $65,506, $3,003 and $45,634 in 2008, 2007 and 2006, respectively. These sales resulted in net pretax gains of $148 and $58 in 2008 and 2007, respectively, and net pretax losses of $199 in 2006. Applicable income taxes relating to such transactions were $61, $24 and $(81) in 2008, 2007 and 2006, respectively. In 2008 the Company recorded an additional pretax adjustment of $485 related to other than temporary impairment of an investment in a mutual fund acquired in 2002 which had a prior adjustment in 2007 of $617. These adjustments represented approximately 4.8 percent of the book value of the investment, and were related to persistent negative effects of interest rates on the fund’s mortgage-backed securities portfolio and cash flow. The adjustments were not a result of any credit related issues in the fund’s underlying investment portfolio. The investment was sold in April 2008 without further loss, due to its inability to meet the Company’s performance expectations. Also in 2008, the Company recorded a $1.1 million pretax adjustment for other than temporary impairment related to an investment in a pooled trust preferred security. This adjustment represented approximately 53.1 percent of the book value of the investment. Income taxes applicable to other than temporary impairment adjustments were $(714) in 2008 and $(250) in 2007.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables reflect 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, 2008 and 2007 (in thousands):

December 31, 2008


	Duration of Unrealized Loss
					Greater than
	Less than 12 Months				12 Months				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss		Value		Loss

Classified as Available for Sale
U.S. Treasuries and government agencies	$	11,700	$	79		—		—	$	11,700	$	79
Mortgage-backed securities		84,610		472	$	79,505	$	841		164,115		1,313
Obligations of states and political subdivisions		52,538		1,477		8,868		233		61,406		1,710
Other debt securities		414		102		18,207		8,563		18,621		8,665

Total debt securities		149,262		2,130		106,580		9,637		255,842		11,767
Mutual funds and other equity securities		8,128		92		83		13		8,211		105

Total temporarily impaired securities	$	157,390	$	2,222	$	106,663	$	9,650	$	264,053	$	11,872

Classified as Held to Maturity
Mortgage-backed securities	$	1,621	$	73	$	974	$	5	$	2,595	$	78
Obligations of states and political subdivisions		276		1		—		—		276		1

Total temporarily impaired securities	$	1,897	$	74	$	974	$	5	$	2,871	$	79

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2007


	Duration of Unrealized Loss
	Less than 12 Months				Greater than 12 Months				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss		Value		Loss

Classified as Available for Sale
U.S. Treasury and government agencies	$	4,997	$	1	$	73,762	$	383	$	78,759	$	384
Mortgage-backed securities		43,692		487		207,645		5,977		251,337		6,464
Obligations of states and political subdivisions		8,327		42		21,662		149		29,989		191
Other debt securities		19,887		791		—		—		19,887		791

Total debt securities		76,903		1,321		303,069		6,509		379,972		7,830
Mutual funds and other equity securities		77		16		27		9		104		25

Total temporarily impaired securities	$	76,980	$	1,337	$	303,096	$	6,518	$	380,076	$	7,855


Classified as Held to Maturity
Mortgage-backed securities	$	4,951	$	116	$	7,219	$	62	$	12,170	$	178
Obligations of states and political subdivisions		—		—		—		—		—		—

Total temporarily impaired securities	$	4,951	$	116	$	7,219	$	62	$	12,170	$	178

The Company has the ability to hold its securities to maturity or to recovery of cost. The Company believes that it’s securities continue to have satisfactory credit ratings and, with the exception of its investments in pooled trust preferred securities for which there is a limited current market, the Company believes that it’s securities continue to be readily marketable. As of December 31, 2008, pooled trust preferred securities with an amortized cost of $18.0 million represented approximately 2.9 percent of the Company’s securities. The Company has decided to hold its investments in pooled trust preferred securities as these investments continue to perform and the Company does not believe that current market quotes for these securities are indicative of their value. Based on these and other factors, the Company believes 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 or, in the case of pooled trust preferred securities, illiquidity in the current market and is considered temporary in nature. The total number of securities in the Company’s portfolio that were in an unrealized loss position was 544 and 262 at December 31, 2008 and 2007, respectively.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The contractual maturity of all debt securities held at December 31, 2008 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.


	Available for Sale
	Amortized		Fair
	Cost		Value

Contractual Maturity
Within 1 year	$	130,242	$	122,736
After 1 but within 5 years		89,941		90,109
After 5 years but within 10 years		50,940		50,786
After 10 years		157		158
Mortgaged-back Securities		395,822		398,443

Total	$	667,102	$	662,232

3 Credit Commitments and Concentrations of Credit Risk

The Company 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 Company’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.


	2008		2007
	Contract		Contract
	Amount		Amount

Credit commitments-variable	$	357,497	$	375,052
Credit commitments-fixed		3,793		3,698
Guarantees written		21,095		12,898

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 3.25% to 12.00%. 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 Company’s policy is to require customers to provide collateral prior to the disbursement of approved loans. For loans and financial guarantees, the Company 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 Company does not have a significant exposure to any individual customer or counterparty. A geographic concentration arises because the Company operates principally in

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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:


	Residential		Commercial
	Property		Property		Total

2008
Loans	$	521,344	$	926,771	$	1,448,115
Credit commitments		135,046		98,030		233,076

	$	656,390	$	1,024,801	$	1,681,191

2007
Loans	$	351,500	$	758,218	$	1,109,718
Credit commitments		150,771		133,029		283,800

	$	502,271	$	891,247	$	1,393,518

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 Company has in the past experienced little difficulty in accessing collateral when required.

4 Loans

The loan portfolio is comprised of the following:


	December 31
	2008			2007

Real Estate:
Commercial	$	642,923		$	355,044
Construction		254,837			211,837
Residential		409,431			324,488
Commercial and industrial		358,076			377,042
Individuals		21,536			29,686
Lease financing		18,461			12,463

Total		1,705,264			1,310,560
Deferred loan fees		(5,116	)		(3,552	)
Allowance for loan losses		(22,537	)		(17,367	)

Loans, net	$	1,677,611		$	1,289,641

The Company has established credit policies applicable to each type of lending activity in which it engages. The Banks evaluate 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 Company ordinarily requires the primary source of payment to be based on the borrower’s ability to generate continuing cash flows.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of the activity in the allowance for loan losses follows:


	December 31
	2008			2007			2006

Balance, beginning of year	$	17,367		$	16,784		$	13,525
Add (deduct):
Provision for loan losses		11,025			1,470			2,130
Amount acquired		—			—			1,529
Recoveries on loans previously charged-off		322			154			45
Charge-offs		(6,177	)		(1,041	)		(445	)

Balance, end of year	$	22,537		$	17,367		$	16,784

The recorded investment in impaired loans at December 31, 2008 was $11,284 for which no specific allowance was required. The recorded investment in impaired loans at December 31, 2007 was $11,669 for which a specific allowance of $1,777 had been established. Impaired loans for which the above specific allowances were established totaled $0 and $4,354 as of December 31, 2008 and 2007, respectively. 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 2008, 2007 and 2006 was $12,339, $9,089 and $5,320, respectively. During the years reported, no income was recorded on impaired loans during the portion of the year that they were impaired.

Non-accrual loans at December 31, 2008, 2007 and 2006 and related interest income are summarized as follows:


	2008		2007		2006

Amount	$	11,284	$	10,719	$	5,572
Interest income recorded		—		—		—
Interest income that would have been recorded under the original contract terms		875		933		474

Non-accrual loans at December 31, 2008 and 2007 include $11,284 and $10,719, respectively, of loans considered to be impaired under SFAS No. 114.

There were no restructured loans at December 31, 2008, 2007 or 2006.

Loans made directly or indirectly to employees, directors or principal shareholders were approximately $29,774 and $23,792 at December 31, 2008 and 2007, respectively. During 2008, new loans granted to these individuals totaled $9,748 and payments totaled $3,766.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5 Premises and Equipment

A summary of premises and equipment follows:


	December 31
	2008			2007

Land	$	2,589		$	2,589
Buildings		21,917			18,679
Leasehold improvements		10,318			6,319
Furniture, fixtures and equipment		16,490			20,849
Automobiles		719			671

Total		52,033			49,107
Less accumulated depreciation and amortization		(21,046	)		(21,751	)

Premises and equipment, net	$	30,987		$	27,356

Depreciation and amortization expense totaled $3,554, $2,878 and $2,572 in 2008, 2007 and 2006, respectively.


6	Goodwill and Other Intangible Assets

In the fourth quarter 2004, the Company acquired A.R. Schmeidler & Co., Inc. in a transaction accounted for as an asset purchase for tax purposes. In connection with this acquisition, 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. Deferred tax benefits have been provided for the tax effect of temporary differences in the amortization periods of these identified intangible assets for book and tax purposes.

Also, at the time of this acquisition, the Company recorded $4,492 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. In December 2005, November 2006, November 2007 and December 2008, the Company made the first four of these additional payments in the amounts of $1,572, $3,016, $4,918 and $5,565, respectively. The deferred income tax effects related to timing differences between the book and tax bases of identified intangible assets and goodwill deductible for tax purposes are included in net deferred tax assets in the Company’s Consolidated Balance Sheets.

On January 1, 2006, the Company acquired NYNB in a tax-free stock purchase transaction. In connection with this acquisition the Company recorded a core deposit premium intangible asset of $3,907 and a related deferred tax liability of $1,805. The core deposit premium has an estimated amortization period of 7 years. Also in connection with this acquisition, the Company recorded $1,528 of goodwill.

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, 2008 and 2007.


	2008				2007
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization

Deposit Premium	$	3,907	$	1,674	$	3,907	$	1,116
Customer Relationships		2,470		808		2,470		618
Employment Related		516		314		516		240

Total	$	6,893	$	2,796	$	6,893	$	1,974

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible assets amortization expense was $822 for 2008, 2007 and 2006. The estimated annual intangible assets amortization expense in each of the five years subsequent to December 31, 2008 is as follows:


Year	Amount
2009	$	822
2010		822
2011		822
2012		264
2013		264

Goodwill was $20,942 and $15,377 at December 31, 2008 and 2007, respectively. Cumulative deferred tax on goodwill deductible for tax purposes was $1,105 and $595 at December 31 2008 and 2007, respectively.


7	Deposits

The following table presents a summary of deposits at December 31:


	(000’s)
	2008		2007

Demand deposits	$	647,828	$	568,418
Money Market accounts		631,948		730,429
Savings accounts		99,022		93,331
Time deposits of $100,000 or more		156,481		202,151
Time deposits of less than $100,000		138,504		60,493
Checking with interest		165,543		157,720

Total Deposits	$	1,839,326	$	1,812,542

The balance of time deposits at December 31, 2008 included $75.0 million of brokered deposits. The balance of money market accounts at December 31, 2007 included a deposit of approximately $97.0 million that the Company considered to be temporary. These funds were withdrawn in February 2008.

At December 31, 2008 and 2007, certificates of deposits, including other time deposits of $100,000 or more, totalled $295.0 million and $262.6 million, respectively. At December 31, 2008 and 2007 such deposits classified by remaining maturity were as follows:


	December 31,
	2008						2007
	Time		Time				Time		Time
	Deposits		Deposits		Total		Deposits		Deposits		Total
	of $100,000		of $100,000		Time		of $100,000		of $100,000		Time
	or More		or Less		Deposits		or More		or Less		Deposits
	(000’s)

3 months or less	$	92,298	$	104,103	$	196,401	$	141,688	$	20,930	$	162,618
Over three months through 6 months		22,775		11,902		34,677		25,329		12,023		37,352
Over 6 months through 12 months		37,849		7,457		45,306		34,702		10,477		45,179
Over 12 months		3,559		15,042		18,601		432		17,063		17,495

Total	$	156,481	$	138,504	$	294,985	$	202,151	$	60,493	$	262,644

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8 Borrowings

Borrowings with original maturities of one year of less totaled $269.6 million and $76.1 million at December 31, 2008 and 2007, respectively. Such short-term borrowings consisted of $210.0 million of overnight borrowings, $59.2 million of customer repurchase agreements, and note options on Treasury, tax and loan of $0.4 million at December 31, 2008 and $75.3 million of customer repurchase agreements and note options on Treasury, tax and loan of $0.8 million at December 31, 2007. The increase was due to a combination of the Banks replacing long-term borrowings with lower cost short-term borrowings and funding loan growth in excess of deposit growth. Historically low levels of interest rates, which have resulted from the current economic crisis, have limited the availability of long-term financing at reasonable rates. Other borrowings totaled $196.8 million and $210.3 million at December 31, 2007 and 2008, respectively, which consisted of fixed rate borrowings of $175.3 million and $189.2 million from the FHLB with initial stated maturities of five or ten years and one to four year call options and non callable FHLB borrowings of $21.6 million and $21.6 million at December 31, 2007 and 2008, respectively. The callable borrowings from FHLB mature beginning in 2009 through 2016. The FHLB has the right to call all of such borrowings at various dates in 2009 and quarterly thereafter. A non callable borrowing of $1.3 million matures in 2027 and a non callable borrowing of $20.0 million matures in 2011.

Interest expense on all borrowings totaled $11.0 million, $18.1 million and $22.7 million in 2008, 2007 and 2006, respectively.

The following table summarizes the average balances, weighted average interest rates and the maximum month-end outstanding amounts of the Company’s borrowings for each of the years:


	2008			2007			2006

Average balance:
Short-term	$	161,749		$	167,255		$	234,959
Other Borrowings		201,687			230,014			258,308
Weighted average interest rate:
Short-term		1.4	%		4.7	%		4.8	%
Other Borrowings		4.4			4.5			4.5
Maximum month-end outstanding amount:
Short-term	$	269,585		$	254,581		$	289,575
Other Borrowings		210,844			249,369			264,395

As of December 31, 2008 and 2007, these borrowings were collateralized by loans and securities with an estimated fair value of $549.7 million and $321.5 million, respectively.

At December 31, 2008 the Company had available unused short-term lines of credit of $82 million from the FHLB and $80 million from correspondent banks. The FHLB lines require availability of qualifying loan and/or investment securities collateral. The correspondent bank lines are unsecured. The Company also has a total of $650 million in remaining available lines under Retail Certificate of Deposit Agreements with three large financial institutions. Additional liquidity is also provided by the Company’s ability to borrow from the Federal Reserve Bank’s discount window. In response to the current economic crisis, the Federal Reserve Bank has increased the ability of banks to borrow from this source through its Borrower-in-Custody (“BIC”) program, which expanded the types of collateral which qualify as security for such borrowings. The Company has been approved to participate in the BIC program. The Company is also eligible to participate in other FHLB borrowing programs subject to availability of qualifying collateral and certain other terms and conditions.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9 Income Taxes

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


	Years Ended December 31
	2008					2007					2006

Income tax at statutory rate	$	16,283		35.0	%	$	18,442		35.0	%	$	18,233		35.0	%
State income tax, net of Federal benefit		2,330		5.0			2,704		5.0			2,746		5.3
Tax-exempt interest income		(2,832	)	(6.1	)		(2,914	)	(5.5	)		(2,970	)	(5.7	)
Non-deductible expenses and other		(135	)	(0.3	)		27		0.1			26		—

Provision for income taxes	$	15,646		33.6	%	$	18,259		34.6	%	$	18,035		34.6	%

The components of the provision for income taxes (benefit) are as follows:


	Years Ended December 31
	2008			2007			2006

Federal:
Current	$	14,278		$	15,007		$	14,786
Deferred		(2,217	)		(880	)		(991	)
State and Local:
Current		4,144			4,473			4,591
Deferred		(559	)		(341	)		(351	)

Total	$	15,646		$	18,259		$	18,035

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


	December 31, 2008					December 31, 2007
	Asset		Liability			Asset		Liability

Allowance for loan losses	$	9,010				$	7,028
Supplemental pension benefit		3,242					3,042
Accrued benefit liability		1,518					1,641
Securities available for sale		2,048					955
Interest on non-accrual loans		554					421
Deferred compensation		285					413
Share based compensation costs		123					186
Other		716					111
Intangible Assets			$	(2,063	)			$	(1,911	)
Property and equipment				(1,403	)				(1,602	)

Total	$	17,496	$	(3,466	)	$	13,797	$	(3,513	)

Net deferred tax asset	$	14,030				$	10,284

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 Company is currently open to audit by the Internal Revenue Service under the

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

statute of limitations for years after 2004. The Company is currently open to audit by New York State under the statute of limitations for years after 2006.

On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company has performed an evaluation of its tax positions in accordance with the provisions of FIN 48 and has concluded that as of December 31, 2008, there were no significant uncertain tax positions requiring additional recognition in its financial statements and does not believe that there will be any material changes in its unrecognized tax positions over the next 12 months.

The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accruals for interest or penalties during the years ended December 31, 2008 and 2007.

10 Stockholders’ Equity

The Company and the Banks 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 the financial statements of the Company and the Banks. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Banks 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, HVB, and NYNB 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, 2008, that the Company and the Banks meet all capital adequacy requirements to which they are subject.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following summarizes the capital requirements and capital position at December 31, 2008 and 2007:


											Minimum to be
											Well Capitalized
						Minimum for					Under Prompt
						Capital Adequacy					Corrective Action
	Actual					Purposes					Provision
Capital Ratios:	Amount		Ratio			Amount		Ratio			Amount		Ratio

HVB Only:
As of December 31,2008:
Total Capital (To Risk Weighted Assets)	$	195,390		11.1	%	$	140,709		8.0	%	$	175,887		10.0	%
Tier 1 Capital (To Risk Weighted Assets)		174,375		9.9	%		70,355		4.0	%		105,532		6.0	%
Tier 1 Capital (To Average Assets)		174,375		7.4	%		94,258		4.0	%		117,823		5.0	%
As of December 31,2007:
Total Capital (To Risk Weighted Assets)	$	190,043		13.5	%	$	112,612		8.0	%	$	140,765		10.0	%
Tier 1 Capital (To Risk Weighted Assets)		173,936		12.4	%		56,306		4.0	%		84,459		6.0	%
Tier 1 Capital (To Average Assets)		173,936		8.2	%		84,909		4.0	%		106,137		5.0	%

NYNB Only:
As of December 31,2008:
Total Capital (To Risk Weighted Assets)	$	10,619		11.4	%	$	7,455		8.0	%	$	9,319		10.0	%
Tier 1 Capital (To Risk Weighted Assets)		9,444		10.1	%		3,727		4.0	%		5,591		6.0	%
Tier 1 Capital (To Average Assets)		9,444		6.7	%		5,674		4.0	%		7,092		5.0	%
As of December 31,2007
Total Capital (To Risk Weighted Assets)	$	11,103		12.6	%	$	7,054		8.0	%	$	8,817		10.0	%
Tier 1 Capital (To Risk Weighted Assets)		9,991		11.3	%		3,527		4.0	%		5,290		6.0	%
Tier 1 Capital (To Average Assets)		9,991		7.1	%		5,590		4.0	%		6,987		5.0	%


						Minimum for
						Capital Adequacy
	Actual					Purposes
	Amount		Ratio			Amount		Ratio

Consolidated:
As of December 31,2008:
Total Capital (To Risk Weighted Assets)	$	209,608		11.3	%	$	148,035		8.0	%
Tier 1 Capital (To Risk Weighted Assets)		187,070		10.1	%		74,017		4.0	%
Tier 1 Capital (To Average Assets)		187,070		7.5	%		99,412		4.0	%
As of December 31,2007:
Total Capital (To Risk Weighted Assets)	$	205,297		13.8	%	$	119,264		8.0	%
Tier 1 Capital (To Risk Weighted Assets)		187,930		12.6	%		59,632		4.0	%
Tier 1 Capital (To Average Assets)		186,949		8.3	%		90,510		4.0	%

As of December 31, 2008, the most recent notification from the FDIC categorized the Banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, a 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 either institution’s category.

In addition, pursuant to Rule 15c3-1 of the Securities and Exchange Commission, ARS is required to maintain minimum “net capital” as defined under such rule. As of December 31, 2008 ARS exceeded its minimum capital requirement.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock Dividend

In December 2008 and 2007 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.

11 Stock-Based Compensation

The Company has stock option plans that provide for the granting of options to directors, officers, eligible employees, and certain advisors, based upon eligibility as determined by the Compensation Committee. Options are granted for the purchase of shares of the Company’s common stock at an exercise price not less than the market value of the stock on the date of grant. Stock options under the Company’s plans vest over various periods. Vesting periods range from immediate to five years from date of grant. Options expire up to ten years from the date of grant. The Company anticipates that more that 75% of options granted will vest. Effective January 1, 2006, the Company adopted SFAS No. 123R, “Share-Based Payment” (“SFAS No. 123R”), which requires that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued. From January 1, 2002 through the adoption of SFAS No. 123R, the Company followed 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”). Therefore, the Company has utilized fair value recognition provisions for measurement of cost related to share-based transactions since 2002. Non-employee stock options are expensed as of the date of grant.

The following table summarizes stock option activity for 2008. Shares and per share amounts have been adjusted to reflect the effect of the 10% stock dividend in 2008.


								Weighted
						Aggregate		Average
	Shares			Weighted Average		Intrinsic		Remaining
	Underlying			Exercise Price		Value(1)		Contractual
Outstanding Options	Options			Per Share		($000s)		Term (Yrs.)

As of December 31, 2007		1,128,116		$	25.38
Granted		22,958			48.01
Cancelled or expired		(27,149	)		22.19
Exercised		(425,313	)		38.63

As of December 31, 2008		698,612		$	27.54		14,293		4.8

Exercisable as of December 31, 2008		497,075		$	24.72		11,573		4.6

Available for future grant		959,243

(1)

The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on December 31, 2008. This amount changes based on changes in the market value of the Company’s stock.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the range of exercise prices of the Company’s stock options outstanding and exercisable at December 31, 2008:


							Weighted Average
					Number		Remaining
	Exercise Price				of		Life		Exercise
	Range				Options		(yrs)		Price

	$	13.32	$	22.55		213,248		2.8	$	17.91
	$	22.56	$	27.08		239,119		5.7	$	24.18
	$	31.56	$	51.08		246,245		5.8	$	39.15

Total Options Outstanding	$	13.32	$	51.08		698,612		4.8	$	27.54
Exercisable	$	13.32	$	51.08		497,075		4.6	$	24.72
Not Exercisable	$	22.55	$	51.08		201,537		5.5	$	34.51

The fair value (present value of the estimated future benefit to the option holder) of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The following table illustrates the assumptions used in the valuation model for activity during the years ended December 31, 2008, 2007 and 2006.


	Years Ended December 31
	2008			2007			2006

Weighted average assumptions:
Dividend yield		3.3	%		3.6	%		4.4	%
Expected volatility		67.6	%		30.9	%		9.8	%
Risk-free interest rate		0.3	%		3.8	%		4.6	%
Expected lives		0.4			2.5			4.8

The expected volatility is based on historical volatility. The risk-free interest rates for periods within the contractual life of the awards are based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life is based on historical exercise experience.

The per share weighted average fair value of options granted during the years ended December 31, 2008, 2007 and 2006 was $3.96, $7.69 and $3.14, respectively. Compensation expense of $596, $756 and $698 related to the Company’s stock option plans was included in net income for the years ended December 30, 2008, 2007 and 2006, respectively. The total tax benefit related thereto was $144, $108 and $213, respectively. Unrecognized compensation expense related to non-vested share-based compensation granted under the Company’s stock option plans totaled $781 at December 31, 2008. This expense is expected to be recognized over a weighted-average period of 2.1 years.

12 Fair Value

Effective January 1, 2008, the Company adopted SFAS No. 157 “Fair Value Measurements”, (“SFAS No. 157”), which requires additional disclosures about the Company’s assets and liabilities that are measured at fair value. As discussed in Note 9 herein, SFAS No. 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. While management believes the Company’s valuation methodologies are appropriate and consistent with other financial institutions, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges, which is a Level 1 input, or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities, which is a Level 2 input. The Company’s available for sale securities at December 31, 2008 and 2007 include several pooled trust preferred instruments. The recent severe downturn in the overall economy and, in particular, in the financial services industry has created a situation where active market based valuations of these instruments essentially do not exist (Level 1 input). As an alternative, the Company combined Level 2 input of market yield requirements of similar instruments together with certain Level 3 assumptions addressing the impact of current market illiquidity to estimate the fair value of these instruments.

Assets and liabilities measured at fair value are summarized below:


	Fair Value Measurements at December 31, 2008
	Quoted Prices in		Significant		Significant
	Active Markets		Other		Unobservable
	for Identical		Observable Inputs		Inputs
	Assets (Level 1)		(Level 2)		(Level 3)		Total
	(000’s)

Measured on a recurring basis:
Available for sale securities		—	$	631,577	$	10,786	$	642,363

Total assets at fair value	$	—	$	631,577	$	10,786	$	642,363

Measured on a non-recurring basis:
Impaired loans(1)		—		—	$	11,284	$	11,284

Total assets at fair value	$	—	$	—	$	11,284	$	11,284


(1)		Impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using Level 2 and Level 3 inputs which include independent appraisals and internally customized discounting criteria. The recorded investment in impaired loans on December 31, 2008 was $11.3 million for which no specific allowance has been established within the allowance for loan losses.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The table below presents a reconciliation and income statement classification of gains and losses for securities available for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2008:


	Level 3 Assets
	Measured on a
	Recurring Basis
	(000’s)

Beginning balance as of January 1, 2008		—
Transfers into (out of) Level 3	$	19,887
Total unrealized loss included in comprehensive income(1)		(7,568	)
Principal payments		(472	)
Total realized loss included in the statement of income(2)		(1,061	)

Balance as of December 31, 2008	$	10,786


(1)		Reported under “Unrealized (loss) gain on securities available for sale arising during the period”.

(2)		Reported under “Realized (loss) gain on securities available for sale, net”.

13 Benefit Plans

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 totaled approximately $1,066, $765 and $754 in 2008, 2007 and 2006, respectively.

The Hudson Valley Bank Employees’ Savings Plan covers substantially all employees. The Company matches 25 percent of employee contributions annually, up to 4 percent of base salary. Savings Plan costs charged to expense totaled approximately $159, $145 and $123 in 2008, 2007 and 2006, 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 of HVB pursuant to unfunded supplemental plans. Costs for the supplemental pension plans totaled $1,103, $1,861 and $1,239 in 2008, 2007 and 2006, respectively. The Company uses a December 31 measurement date for its supplemental pension plans. In late 2008, HVB amended the directors’ supplemental retirement plan by freezing benefits to a level equal to vested benefits, as defined, as of December 31, 2008. This amendment resulted in a pretax reduction of the accrued benefit liability of $861 of which $669 is included as a reduction of directors’ pension expense included in Professional Services in the Consolidated Statement of Income, and $192 is included as part of the accrued benefit liability adjustment in the Consolidated Statement of Comprehensive Income.

The Company adopted the initial recognition provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”), as of December 31, 2006. The initial recognition provisions of this statement require employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or a liability on its balance sheet and to recognize changes in that funded status in the year in which the changes occur through other comprehensive income, net of tax. The adoption of the initial recognition provisions of SFAS No. 158 resulted in a reduction of Stockholders’ Equity through accumulated other comprehensive income of $1.1 million. There was no effect on the Company’s results of operations as a result of this adoption.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	2008			2007

Change in benefit obligation:
Benefit obligation at beginning of year	$	11,570		$	9,307
Service cost		448			404
Interest cost		621			565
Amendments		(861	)		—
Actuarial (gain) loss		587			1,905
Benefits paid		(611	)		(611	)

Benefit obligation at end of year		11,754			11,570

Change in plan assets:
Fair value of plan assets at beginning of year		—			—
Actual return on assets		—			—
Employer contributions		611			611
Benefits paid		(611	)		(611	)

Fair value of plan assets at end of year		—			—

Amounts recognized in accumulated comprehensive income at December 31 consist of:


	2008		2007

Net actuarial loss	$	3,703	$	3,709
Prior service cost		92		394

	$	3,795	$	4,103

The accumulated benefit obligation was $9,131 and $9,934 at December 31, 2008 and 2007, respectively.


	2008			2007

Weighted average assumptions:
Discount rate		5.25	%		5.25	%
Expected return on plan assets		—			—
Rate of compensation increase		5.00	%		5.00	%

Components of net periodic benefit cost and other amounts recognized in other comprehensive income:
Service cost	$	448		$	404
Interest cost		621			565
Expected return on plan assets		—			—
Amortization of transition obligation		(603	)		95
Amortization of prior service cost		44			145
Amortization of net loss		593			652

Net periodic benefit cost	$	1,103		$	1,861

Net (gain) loss		(265	)		1,157
Amortization of prior service cost		(44	)		(145	)

Total recognized in other comprehensive income		(309	)		1,012

Total recognized in net periodic benefit cost and other comprehensive income	$	794		$	2,873

The estimated net loss and prior service costs that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2009 are $723 and $44.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	Pension Benefits

2009	$	611
2010		753
2011		638
2012		850
2013		1,012
Years 2014-2018		4,185

14 Commitments, Contingent Liabilities and Other Disclosures

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:


Year Ending December 31,

2009	$	2,695
2010		2,583
2011		2,260
2012		2,192
2013		1,998
Thereafter		10,583

Total minimum future rentals	$	22,311

Rent expense for premises and equipment was approximately $3,097, $2,681 and $2,360 in 2008, 2007 and 2006 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.

Cash Reserve Requirements

HVB and NYNB are required to maintain average reserve balances under the Federal Reserve Act and Regulation D issued thereunder. Such reserves totaled approximately $3,974 for HVB and $902 for NYNB at December 31, 2008.

Restrictions on Funds Transfers

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 a bank in any year exceed the net profits of that year, as defined, combined with the retained net profits for the two preceding years.

15 Segment Information

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

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

supports the others. For example, commercial lending is dependent upon the ability of the Company 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 in the New York metropolitan area. For the years ended December 31, 2008, 2007 and 2006, there is no customer that accounted for more than 10% of the Company’s revenue.

16 Fair Value of Financial Instruments

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, 2008 and 2007 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.

Carrying amount and estimated fair value of financial instruments, not previously presented, at December 31, 2008 and 2007 were as follows:


	December 31
	2008				2007
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
	(In millions)

Assets:
Financial assets for which carrying value approximates fair value	$	52.1	$	52.1	$	150.1	$	150.1
Held to maturity securities, FHLB stock and accrued interest		49.6		50.1		45.6		45.6
Loans and accrued interest		1,698.4		1,700.7		1,314.8		1,336.8
Liabilities:
Deposits with no stated maturity and accrued interest		1,547.4		1,547.4		1,553.8		1,553.8
Time deposits and accrued interest		295.7		294.8		263.7		265.7
Securities sold under repurchase agreements and other short-term borrowings and accrued interest		269.6		269.6		76.1		76.1
Other borrowings and accrued interest		197.7		186.1		211.8		206.4
Financial liabilities for which carrying value approximates fair value		—		—		—		—

The estimated fair value of the indicated items was determined as follows:

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.

Held to maturity 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.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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. 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.

17 Condensed Financial Information of Hudson Valley Holding Corp.

(Parent Company Only)

Condensed Balance Sheets

December 31, 2008 and 2007

Dollars in thousands


	2008		2007

Assets
Cash	$	3,787	$	4,954
Investment in subsidiaries		202,906		198,100
Other assets		1,308		25
Equity securities		120		1,199

Total Assets	$	208,121	$	204,278

Liabilities and Stockholders’ Equity
Other liabilities	$	620	$	591
Stockholders’ equity		207,501		203,687

Total Liabilities and Stockholders’ Equity	$	208,121	$	204,278

Condensed Statements of Income

For the years ended December 31, 2008, 2007 and 2006

Dollars in thousands


	2008		2007		2006

Dividends from subsidiaries	$	28,208	$	24,708	$	32,955
Dividends from equity securities		85		65		61
Other income		—		12		24
Operating expenses		344		234		537

Income before equity in undistributed earnings in the subsidiaries		27,949		24,551		32,503
Equity in undistributed earnings of the subsidiaries		2,928		9,932		1,556

Net Income	$	30,877	$	34,483	$	34,059

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Statements of Cash Flows

For the years ended December 31, 2008, 2007 and 2006

Dollars in thousands


	2008			2007			2006

Operating Activities:
Net income	$	30,877		$	34,483		$	34,059
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of the subsidiaries		(2,928	)		(9,932	)		(1,556	)
Increase in other assets		(95	)		(25	)		—
Increase (decrease) in other liabilities		18			(20	)		(121	)
Other changes, net		—			(11	)		(38	)

Net cash provided by operating activities		27,872			24,495			32,344

Investing Activities:
Proceeds from sales of equity securities		2			19			29
Purchase of equity securities including acquisition of New York National Bank		(85	)		(9	)		(13,520	)

Net cash (used in) provided by investing activities		(83	)		10			(13,491	)

Financing Activities:
Proceeds from issuance of common stock and sale of treasury stock		10,109			7,973			3,831
Purchase of treasury stock		(18,883	)		(10,109	)		(6,593	)
Cash dividends paid		(20,182	)		(17,765	)		(15,836	)

Net cash used in financing activities		(28,956	)		(19,901	)		(18,598	)

(Decrease) increase Cash and Due from Banks		(1,167	)		4,604			255
Cash and due from banks, beginning of year		4,954			350			95

Cash and due from banks, end of year	$	3,787		$	4,954		$	350

18 Restatement

In preparing the Company’s Consolidated Financial Statements for the year ended December 31, 2007, the Company determined that it’s previously issued Consolidated Statement of Cash Flows for the year ended December 31, 2006 contained errors resulting primarily from the misclassification of changes in bank owned life insurance, goodwill and intangible assets as operating cash flows rather than investing activities. These errors resulted in an understatement of cash provided by operating activities and a corresponding understatement of cash used in investing activities for the period described above. These errors had no affect on (Decrease) Increase in Cash and Due from Banks or Cash and due from banks, end of year in the year restated.

These errors also had no affect on the Company’s net interest income, net income, earnings per share, total assets or total stockholders’ equity. Accordingly, the Company’s capital ratios remain unchanged.

HUDSON VALLEY HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary presentation of the affects of the restatement on the Consolidated Statement of Cash Flows for the year ended 2006 is presented below.


	As
	Previously						As
(Dollars in thousands)	Presented			Adjustment			Restated

For the year ended December 31, 2006:
Increase in cash value of bank owned life insurance		—		$	(427	)	$	(427	)
Amortization of other intangible assets		—			822			822
Deferred tax (benefit)	$	959			324			1,283
Decrease (increase) in other assets		(9,211	)		8,412			(799	)
Net cash provided by operating activities		29,595			9,131			38,726
Premiums paid on bank owned life insurance		—			(680	)		(680	)
Increase in goodwill		—			(4,544	)		(4,544	)
Increase in other intangible assets		—			(3,907	)		(3,907	)
Net cash used in investing activities		(237,007	)		(9,131	)		(246,138	)

19 Financial Crisis and Recent Regulatory Actions

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

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, 2008. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2008, 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, 2008, there has not been any change that has effected, or is reasonably likely to materially effect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. The Companys internal control over financial reporting is designed 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.

The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) 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 (iii) 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.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2008.

The Company’s independent registered public accounting firm has issued their report on the effectiveness of the Company’s internal control over financial reporting. That report is included under the heading, Report of Independent Registered Public Accounting Firm.

ITEM 9B. OTHER INFORMATION

Not applicable.

100

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information set forth under the captions “Nominees for the Board of Directors”, “Executive Officers”, “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2009 Proxy Statement is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the caption “Executive Compensation” in the 2009 Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

The information set forth under the captions “Outstanding Equity Awards at Fiscal Year End” and “Security Ownership of Certain Beneficial Owners and Management” in the 2009 Proxy Statement is incorporated herein by reference.

The following table sets forth information regarding the Company’s Stock Option Plans as of December 31, 2008:

Number of

Shares to

Shares Remaining

be Issued

Available for

Upon Exercise

Weighted-Average Exercise

Future Issuance Under

Price of

Equity Compensation

Plan Category

Outstanding Options

Plans

Equity compensation plans approved by stockholders

698,612

27.54

959,243

Equity compensation plans not approved by stockholders

—

All equity compensation plans have been approved by the Company’s stockholders. Additional details related to the Company’s equity compensation plans are provided in Notes 10 and 11 to the Company’s consolidated financial statements presented in this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information set forth under the captions “Compensation Committee Interlocks and Insider Participation”, “Certain Relationships and Related Transactions” and “Corporate Governance” in the 2009 Proxy Statement is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information set forth under the caption “Independent Registered Public Accounting Firm Fees” in the 2009 Proxy Statement and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Financial Statements

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

	•	Report of Independent Registered Public Accounting Firm

101

3. Exhibits Required by Securities and Exchange Commission Regulation S-K


Number		Exhibit Title

	3.1	Amended and Restated Certificate of Incorporation of Hudson Valley Holding Corp.⁽⁶⁾
	3.2	Amended and Restated By-Laws of Hudson Valley Holding Corp.⁽⁷⁾
	3.3	Specimen of Common Stock Certificate⁽⁵⁾
	4.1	Specimen Stock Restriction Agreement Between the Company and a Shareholder who Acquired Shares from the Company or a Shareholder Subject to the Agreement⁽⁴⁾
	10.1	Hudson Valley Bank Amended and Restated Directors Retirement Plan Effective December 31, 2008⁽⁸⁾
	10.2	Hudson Valley Bank Restated and Amended Supplemental Retirement Plan, effective December 1, 1995*⁽⁵⁾
	10.3	Hudson Valley Bank Supplemental Retirement Plan of 1997*⁽⁵⁾
	10.4	Amended and Restated 2002 Stock Option Plan*⁽⁸⁾
	10.5	Specimen Non-Statutory Stock Option Agreement*⁽⁵⁾
	10.6	Specimen Incentive Stock Option Agreement*⁽³⁾
	10.7	Consulting Agreement Between the Company and Director John A. Pratt, Jr.*⁽⁵⁾
	10.8	Acquisition Agreement dated June 29, 2004 by and among the shareholders of A. R. Schmeidler & Co., Inc., as Sellers, A. R. Schmeidler & Co., Inc., Hudson Valley Bank, as Buyer, and Hudson Valley Holding Corp.⁽¹⁾
	10.9	Agreement and Plan of Consolidation, dated December 23, 2004, between Hudson Valley Holding Corp., a New York corporation and registered bank holding company and New York National Bank, a national banking association.⁽²⁾
	11	Statements re: Computation of Per Share Earnings⁽⁸⁾
	21	Subsidiaries of the Company⁽⁸⁾
	23.1	Consent of Crowe Horwath LLP⁽⁸⁾
	23.2	Consent of Deloitte & Touche LLP⁽⁸⁾
	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽⁸⁾
	31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽⁸⁾
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽⁸⁾
	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽⁸⁾

* Management contract and compensatory plan or arrangement


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

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

(3)	Incorporated herein by reference in this document to the Form 10-K filed on March 11, 2005

(4)	Incorporated herein by reference in this document to the Form 10-Q filed on August 9, 2006

(5)	Incorporated herein by reference in this document to the Form 10-K filed on March 15, 2007

(6)	Incorporated herein by reference in this document to the Form 10-Q filed November 9, 2007

(7)	Incorporated herein by reference in this document to the Form 10-Q filed on May 12, 2008

(8)	Filed herewith

103

SIGNATURES

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.

HUDSON VALLEY HOLDING CORP.

March 16, 2009


	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 14, 2009 by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ James J. Landy

James J. Landy

President, Chief Executive Officer and Director

/s/ Stephen R. Brown

Stephen R. Brown

Senior Executive Vice President, Chief Financial Officer, Treasurer and Director

(Principal Financial Officer)

/s/ William E. Griffin

William E. Griffin

Chairman of the Board and Director

/s/ James M. Coogan

James M. Coogan

Director

/s/ Mary Jane Foster

Mary Jane Foster

Director

/s/ Gregory F. Holcombe

Gregory F. Holcombe

Director

/s/ Adam Ifshin

Adam Ifshin

Director

/s/ Michael J. Maloney

Michael J. Maloney

Executive Vice President, Chief Banking

Officer of the Banks and Director

/s/ Angelo R. Martinelli

Angelo R. Martinelli

Director

/s/ William J. Mulrow

William J. Mulrow

Director

/s/ John A. Pratt Jr.

John A. Pratt Jr.

Director

/s/ Cecile D. Singer

Cecile D. Singer

Director

/s/ Craig S. Thompson

Craig S. Thompson

Director

/s/ Andrew J. Reinhart

Andrew J. Reinhart

First Senior Vice President and Controller

(Principal Accounting Officer)

104


	Period Ending
Index	12/31/03		12/31/04		12/31/05		12/31/06		12/31/07		12/31/08
Hudson Valley Holding Corp.		100.00		98.83		87.96		94.81		120.08		117.74

Russell 2000		100.00		118.33		123.72		146.44		144.15		95.44

SNL Bank $1B-$5B		100.00		123.42		121.31		140.38		102.26		84.81


			Page No.

PART I
	ITEM 1	BUSINESS		1
	ITEM 1A	RISK FACTORS		12
	ITEM 1B	UNRESOLVED STAFF COMMENTS		17
	ITEM 2	PROPERTIES		17
	ITEM 3	LEGAL PROCEEDINGS		18
	ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		18
PART II
	ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		19
	ITEM 6	SELECTED FINANCIAL DATA		22
	ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		24
	ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		61
	ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		65
	ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		100
	ITEM 9A	CONTROLS AND PROCEDURES		100
	ITEM 9B	OTHER INFORMATION		100
PART III
	ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		101
	ITEM 11	EXECUTIVE COMPENSATION		101
	ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS		101
	ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		101
	ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES		101
PART IV
	ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		101
SIGNATURES				104
EX-10.1: AMENDED AND RESTATED DIRECTORS RETIREMENT PLAN
EX-10.4: 2002 STOCK OPTION PLAN
EX-11: STATEMENTS RE: COMPUTATION OF PER SHARE EARNINGS
EX-21: SUBSIDIARIES
EX-23.1: CONSENT OF CROWE HORWATH LLP
EX-23.2: CONSENT OF DELOITTE & TOUCHE LLP
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION


	•	difficulties in integrating acquisitions, offering new services or expanding into new markets;

	•	higher or lower cash flow levels than anticipated;

	•	a decrease in loan origination volume;

	•	a change in legal and regulatory barriers including issues related to compliance with anti-money laundering (“AML”) and bank secrecy act (“BSA”) laws;

	•	adoption, interpretation and implementation of new or pre-existing accounting pronouncements;

	•	the development of new tax strategies or the disallowance of prior tax strategies; and

	•	operational risks, including the risk of fraud by employees or outsiders and unanticipated litigation pertaining to our fiduciary responsibility.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			66
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			67
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007 AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2008:
Consolidated Statements of Income			68
Consolidated Statements of Comprehensive Income			69
Consolidated Balance Sheets			70
Consolidated Statements of Changes in Stockholders’ Equity			71
Consolidated Statements of Cash Flows			72
Notes to Consolidated Financial Statements			73


	•	Consolidated Statements of Income for the Years Ended December 31, 2008, 2007 and 2006

	•	Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2008, 2007 and 2006

	•	Consolidated Balance Sheets at December 31, 2008 and 2007

	•	Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2008, 2007 and 2006

	•	Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006

	•	Notes to Consolidated Financial Statements


NO. OF YEARS AS DIRECTORS	AMOUNT PAYABLE
(AS OF JULY 1/st/)	RETIREMENT AGE

2 years but less than 3 years		5	%

3 years but less than 4 years		10	%

4 years but less than 5 years		17.50	%

5 years but less than 6 years		25	%

6 years but less than 7 years		32.50	%

7 years but less than 8 years		40.00	%

8 years but less than 9 years		47.50	%

9 years but less than 10 years		55	%

10 years but less than 11 years		62.50	%

11 years but less than 12 years		70	%

12 years but less than 13 years		77.50	%

13 years but less than 14 years		85	%

14 years but less than 15 years		92.50	%

15 or more years		100	%



		WILLIAM E. GRIFFIN, Chairman of the Board



		JAMES J. LANDY, President and CEO



		STEPHEN R. BROWN



		JAMES M. COOGAN



		GREGORY F. HOLCOMBE



		ANGELO R. MARTINELLI



		WILLIAM J. MULROW



		JOHN A. PRATT JR.



		CECILE D. SINGER



		CRAIG S. THOMPSON


APPROVED:

/s/William E. Griffin				/s/James J. Landy
William E. Griffin				James J. Landy

/s/Stephen R. Brown				/s/James M. Coogan
Stephen R. Brown				James M. Coogan

/s/Gregory F. Holcombe				/s/Angelo R. Martinelli

Gregory F. Holcombe				Angelo R. Martinelli

/s/Ronald F. Poe				/s/John A. Pratt Jr.
Ronald F. Poe				John A. Pratt Jr.

/s/Cecile D. Singer				/s/Craig S. Thompson
Cecile D. Singer				Craig S. Thompson


(1)		Adjusted for the effects of the 10 percent stock dividends in 2008 and 2007.


		Names Under
		Which Subsidiary
	Jurisdiction of	Transacts
Name of Subsidiary	Incorporation	Business

Hudson Valley Bank, NA	New York	Hudson Valley Bank, NA
Sprain Brook Realty Corp.	New York	Sprain Brook Realty Corp.
Grassy Sprain Real Estate Holdings, Inc.	New York	Grassy Sprain Real Estate Holdings, Inc.
HVB Leasing Corp.	New York	HVB Leasing Corp.
HVB Realty Corp.	New York	HVB Realty Corp.
HVB Employment Corp.	New York	HVB Employment Corp.
A.R. Schmeidler & Co., Inc.	New York	A.R. Schmeidler & Co., Inc.
New York National Bank	New York	New York National Bank
369 East 149^th Street Corp.	New York	369 East 149^th Street Corp.
369 East Realty Corp.	New York	369 East Realty Corp.