8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 27, 2004

YARDVILLE NATIONAL BANCORP

(Exact Name of Issuer as Specified in Charter)

NEW JERSEY	0-26086	22-2670267
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation or Organization)		Number)

2465 KUSER ROAD, HAMILTON, NEW JERSEY 08690
(Address of Principal Executive Offices)

(609) 585-5100
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

	Item. 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Index of Exhibits
PRESS RELEASE

Item. 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 27, 2004, Yardville National Bancorp (the “Registrant”) announced that F. Kevin Tylus has been appointed Senior Executive Vice President and Chief Administrative Officer of the Registrant. Mr. Tylus, age 49, has been a member of the Board of Directors of the Registrant and The Yardville National Bank, the Registrant’s wholly-owned subsidiary, since 1992. Mr. Tylus served as President, Eastern Region for Great-West Life and Annuity Corporation from January 2003 until October 2004, President of CIGNA Dental and Corporate Senior Vice President from November 1999 to December 2002 and as Vice President/Director of Prudential Health Care Group from July 1995 to November 1999.

The Registrant entered into an employment agreement with Mr. Tylus, effective October 4, 2004 with a three year term, and automatic renewals for successive 12-month periods thereafter unless either of the parties gives notice to the contrary. The employment agreement provides for an initial annual base salary of $257,500, a one-time bonus of $50,000 paid upon the effective date of the agreement and an initial stock option grant for 25,000 shares of the Registrant’s common stock, vesting upon the date of grant. Pursuant to the agreement, Mr. Tylus will receive additional equity awards or, in the Registrant’s discretion, cash payments, aggregating approximately $167,000 over the three years 2006-2008. Mr. Tylus may also receive reimbursement of certain relocation expenses. In addition, Mr. Tylus will receive an annual cash performance bonus equal to a percentage of the profits of the Registrant, after taxes and before dividend payments. For fiscal 2004, reflecting the partial year, the cash performance bonus will equal 1/4 of .85% of such profits, if such profits are at least $10,000,000 but less than $17,850,000, or 1/4 of 1% of such profits, if such profits are $17,850,000 or more. For 2005 and beyond, Mr. Tylus’ cash performance bonus, as well as any increase in his annual salary, will be subject to the recommendation and approval of the Organization and Compensation Committee. Mr. Tylus is also entitled to participate in any employee benefit plan or perquisite arrangement established by the Registrant or the Bank and available to senior executives and key management employees of the Registrant or the Bank, and the Bank will provide him with an automobile for his personal use (or, in the alternative, an automobile allowance). The employment contract may be terminated with or without cause (as defined in the employment contract). In the event the employment contract is terminated by the Registrant, other than for death, disability or cause, within three years after a change in control (as defined in the agreement), or by Mr. Tylus, other than for death or disability, within six months after a change in control, Mr. Tylus will be entitled to receive a lump sum payment within 30 days after the occurrence of such termination in an amount equal to three times his annual salary at the time of such termination and, in the event of termination by the Registrant, an amount equal to the cash bonus paid to Mr. Tylus for the most recent fiscal year prior to such termination. In addition, if Mr. Tylus would be liable for an excise tax as a result of such payment, he will be entitled to receive an amount equal to the amount of such excise tax, plus an additional amount sufficient to compensate him for federal and state taxes on such excise tax reimbursement. If the Registrant terminates the employment contract other than for disability, death or cause, and in the absence of a change in control, Mr. Tylus will be entitled to receive a lump-sum payment upon termination equal to the amount that would have been payable to him at his then current annual salary for the remainder of the contract term.

A copy of the press release that includes this announcement is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

The following exhibits are filed with this Form 8-K:

Exhibit No.	Description
99.1	Press Release dated September 27, 2004.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	YARDVILLE NATIONAL BANCORP
Date: September 27, 2004	By:	Stephen F. Carman
		Stephen F. Carman
		Vice President and Treasurer

Index of Exhibits

Exhibit
Number	Description
99.1	Press Release dated September 27, 2004.

EX-99.1

For Release: IMMEDIATELY

Contact:	Patrick M. Ryan, President & CEO	(609) 631-6177
	Stephen F. Carman, VP / Treasurer	(609) 631-6222
	Leonardo G. Zangani / Financial PR	(908) 788-9660

YNB Adds to Executive Management to Build for the Future

Hamilton, NJ....September 27, 2004....Yardville National Bancorp has taken another step toward shaping its future with the appointment today of F. Kevin Tylus as Senior Executive Vice President and Chief Administrative Officer. Tylus, who has served on YNB’s Board for twelve years and most recently served as President of the East Region for Great-West Life and Annuity Corporation, will provide additional depth and breadth of talent as we implement the company’s strategic plan.

“The Board of Directors, Chairman Jay Destribats and I see this as a significant step in our executive management development plan,” said YNB President and Chief Executive Officer Patrick M. Ryan. “Kevin has the capabilities to help YNB move into the future, and it is our expectation that he will play an important role in our management succession plan as we go forward,” he added.

“YNB has been evolving as we have grown,” Mr. Ryan continued. “The entrepreneurial model we have employed to date has served us well, and has enabled us to build YNB into a $2.66 billion supercommunity bank. Now, as we move into a new era – one where additional corporate and administrative skills are required of our management team — we need someone with Kevin’s experience to help us more effectively manage our larger organization in a more complex marketplace. This appointment will help enable YNB to achieve our strategic goals of growth and profitability for the future,” he explained.

Mr. Tylus has had twenty years of experience in financial services. He spent the early part of his career as a consulting partner with Deloitte & Touche, the internationally-renowned management consulting firm. Since then, he has held executive positions with major financial service and healthcare companies, including Aetna & Prudential Healthcare and Cigna Corporation. At both Cigna and Great-West, Tylus was a divisional or regional president, with responsibility for division growth, performance improvement, and strategic planning.

As a senior executive of YNB, Tylus is charged with building and implementing a more robust strategic planning function and overseeing the organization’s ongoing branch expansion. He will also have responsibility for all administrative aspects of YNB’s daily activities. These will include the management of retail banking, information systems, marketing, internal and external communications, and human resources. He will report directly to President and CEO Pat Ryan.

“I’m extremely pleased to be part of the next stage of YNB’s development, as we continue to use our financial and organizational resources to grow the franchise and enhance shareholder value,” Mr. Tylus said. “This is an exciting time for YNB, and I look forward to adding my experience to that of the management team that has brought us so far.”

Mr. Tylus has served on the Board of Directors of YNB since 1992, and has a thorough understanding of all aspects of the company’s growth over the past twelve years. He currently chairs the YNB Board’s

merger/acquisition and strategic planning committee, and has worked closely with the members of YNB’s senior management over the course of his Board service. Mr. Tylus will retain his seat on the Board, and will now join Mr. Ryan and Chairman Jay Destribats as an inside director.

“Finding someone with Kevin’s experience and skill set who not only has a detailed understanding of how YNB operates, but is known and respected by our management team and Board, is a unique benefit to our company and our shareholders,” Mr. Ryan added. “Together, we plan to continue moving YNB forward as we enhance our position in the region’s banking marketplace,” he concluded.

As of June 30, 2004, YNB had $2.66 billion in assets, with twenty-two branches serving individuals and businesses in Mercer, Hunterdon, Somerset, Burlington and Middlesex Counties in New Jersey, and Bucks County, Pennsylvania. Located in the corridor between New York City and Philadelphia, YNB offers a broad range of lending, deposit and other financial products and services.

Note regarding forward-looking statements

This press release and other statements made from time to time by our management contain express and implied statements relating to our future financial condition, results of operations, plans, objectives, performance, and business, which are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These may include statements that relate to, among other things, profitability, liquidity, loan loss reserve adequacy, plans for growth, interest rate sensitivity, market risk, regulatory compliance, and financial and other goals. Actual results may differ materially from those expected or implied as a result of certain risks and uncertainties, including, but not limited to, the results of our efforts to implement our retail strategy, adverse changes in our loan portfolio and the resulting credit risk-related losses and expenses, interest rate fluctuations and other economic conditions, our ability to attract core deposits, continued relationships with major customers, competition in product offerings and product pricing, adverse changes in the economy that could increase credit-related losses and expenses, compliance with laws and regulatory requirements of federal and state agencies, other risks and uncertainties detailed from time to time in our filings with the SEC, as well as other risks and uncertainties detailed from time to time in statements made by our management.

L.G. Zangani, LLC provides financial public relations service to the Company. As such, L.G. Zangani, LLC and/or its officers, agents and
employees, receives remuneration for public relations and/or other services performed for the Company. This remuneration may take the form of cash, capital stock in the Company, or warrants and/or options to purchase stock in the Company.