UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2006

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

Commission file number 0-26481

FINANCIAL INSTITUTIONS, INC.

(Exact name of registrant as specified in its charter)

New York		16-0816610
(State of incorporation)		(I.R.S. Employer Identification Number)
220 Liberty Street, Warsaw, NY		14569
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:
585-786-1100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common stock, par value $0.01 per share		NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
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 þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

YES o      NO þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES þ      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 amendments to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated filer o      Accelerated filer þ      Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o      NO þ

The aggregate market value of common stock held by non-affiliates of the registrant, as computed by reference to the June 30, 2006 closing price reported by NASDAQ, was $221,734,895.

As of March 2, 2007 there were issued and outstanding, exclusive of treasury shares, 11,336,730 shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the 2007 Annual Meeting of Shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

 

 

FINANCIAL INSTITUTIONS, INC.

2006 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PART I
Item 1. Business			3
Item 1A. Risk Factors			19
Item 1B. Unresolved Staff Comments			21
Item 2. Properties			22
Item 3. Legal Proceedings			23
Item 4. Submission of Matters to a Vote of Security Holders			23
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			23
Item 6. Selected Financial Data			26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation			28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			51
Item 8. Financial Statements and Supplementary Data			53
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			90
Item 9A. Controls and Procedures			90
Item 9B. Other Information			92
PART III
Item 10. Directors, Executive Officers and Corporate Governance			92
Item 11. Executive Compensation			92
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			92
Item 13. Certain Relationships and Related Transactions, and Director Independence			93
Item 14. Principal Accountant Fees and Services			93
PART IV
Item 15. Exhibits and Financial Statement Schedules			93
EX-10.21
EX-10.22
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I

Item 1. Business

Forward Looking Statements

This Annual Report on Form 10-K, especially in Management’s Discussion and Analysis of Financial Condition and Results of Operation, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In general, the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions are intended to identify “forward-looking statements” and may include:

	•		Statements regarding our business plans, and prospects;
	•		Statements of our goals, intentions and expectations;
	•		Statements regarding our growth and operating strategies;
	•		Statements regarding the quality of our loan and investment portfolios; and
	•		Estimates of our risks and future costs and benefits.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. Some of the risks and uncertainties that may affect the operations, performance, development and results of the Company’s business, the interest rate sensitivity of its assets and liabilities, and the adequacy of its allowance for loan losses, include but are not limited to the following:

	•		Significantly increased competition between depository and other financial institutions;
	•		Changes in the interest rate environment that reduces our margins or the fair value of financial instruments;
	•		General economic conditions, either nationally or in our market areas, that are worse than expected;
	•		Declines in the value of real estate, equipment, livestock and other assets serving as collateral for our loans outstanding;
	•		Legislative or regulatory changes that adversely affect our business;
	•		Changes in consumer spending, borrowing and savings habits;
	•		Changes in accounting policies and practices, as generally accepted in the United States of America; and
	•		Actions taken by regulators with jurisdiction over the Company or its subsidiaries.

The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that various factors, including those described above, could affect the Company’s financial performance and could cause the Company’s actual results or circumstances for future periods to differ materially from those anticipated or projected.

Except as required by law, the Company does not undertake, and specifically disclaims any obligation, to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

General

Financial Institutions, Inc. (“FII”), a bank holding company organized under the laws of New York State, and its subsidiaries (collectively the “Company”) provide deposit, lending and other financial services to individuals and businesses in Central and Western New York State. The Company is subject to regulation by certain federal and state agencies.

The Company for many years operated under a decentralized, “Super Community Bank” business model, with separate and largely autonomous subsidiary banks whose Boards and management had the authority to operate within guidelines set forth in broad corporate policies established at the holding company level. During 2005, FII’s Board of Directors decided to implement changes to the Company’s business model and governance structure. Effective December 3, 2005, the Company merged three of its bank subsidiaries, Wyoming County Bank (100% owned) (“WCB”), National Bank of Geneva (100% owned) (“NBG”) and Bath National Bank (100% owned) (“BNB”) into its New York State-chartered bank subsidiary, First Tier Bank & Trust (100% owned) (“FTB”), which was then renamed Five Star Bank (“FSB” or the “Bank”). The merger was accounted for at historical cost as a combination of entities under common control.

FII formerly qualified as a financial holding company under the Gramm-Leach-Bliley Act, which allowed expansion of business operations to include financial services subsidiaries, namely, Five Star Investment Services, Inc. (100% owned) (“FSIS”) (formerly known as The FI Group, Inc. (“FIGI”)) and the Burke Group, Inc. (formerly 100% owned) (“BGI”), collectively referred to as the “Financial Services Group” (“FSG”). FSIS is a brokerage subsidiary that commenced operations as a start-up company in March 2000. BGI, an employee benefits and compensation consulting firm, was acquired by the Company in October 2001. During 2005, the Company sold the stock of BGI and its results have been reported separately as a discontinued operation in the consolidated statements of income. Since the sale of BGI occurred during 2005, there are no assets or liabilities associated with the discontinued operation recorded at December 31, 2006 or 2005. BGI’s cash flows are shown in the consolidated statements of cash flows by activity (operating, investing and financing) consistent with the applicable source of cash flow.

During 2003, FII terminated its financial holding company status and now operates as a bank holding company. The change in status did not affect the non-financial subsidiaries or activities being conducted by the Company, although future acquisitions or expansions of non-financial activities may require prior Federal Reserve Board (“FRB”) approval and will be limited to those that are permissible for bank holding companies.

In February 2001, the Company formed FISI Statutory Trust I (100% owned) (the “Trust”) and capitalized the entity with a $502,000 investment in the Trust’s common securities. The Trust was formed to facilitate the private placement of $16.2 million in capital securities (“trust preferred securities”). In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities,” the Trust is not included in the Company’s consolidation; instead the $16.7 million in junior subordinated debentures are recorded as a liability and a $502,000 investment in the trust recorded in other assets in the Company’s consolidated statements of financial condition.

Available Information

This annual report, including the exhibits and schedules filed as part of the annual report, may be inspected at the public reference facility maintained by the SEC at its public reference room at 100 F. Street, N.E., Room 1580, Washington, DC 20549 and copies of all or any part thereof may be obtained from that office upon payment of the prescribed fees. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room and you can request copies of the documents upon payment of a duplicating fee, by writing to the SEC. In addition, the SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the SEC which can be accessed at www.sec.gov.

The Company also makes available, free of charge through its website at www.fiiwarsaw.com, all reports filed with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments to those reports, as soon as reasonably practicable after those

documents are filed with, or furnished to, the SEC. Information available on our website is not a part of, and is not incorporated into, this annual report on Form 10-K.

Executive Officers and Other Significant Employees of the Registrant

The following table sets forth current information regarding executive officers and other significant employees (ages are as of December 31, 2006).

Name		Age				Starting In				Positions/Offices
Peter G. Humphrey			52				1983			President and Chief Executive Officer.
James T. Rudgers			57				2004			Executive Vice President and Chief of Community Banking. From 2002 – 2004 was Executive Vice President of Retail Banking at Hudson United Bank Corporation. From 1997 – 2002 was Senior Vice President and Principal of Manchester Humphreys, Inc.
Ronald A. Miller			58				1996			Executive Vice President, Chief Financial Officer and Corporate Secretary.
George D. Hagi			54				2006			Executive Vice President and Chief Risk Officer. From 1997 – 2005 was Senior Vice President and Director of Risk Management at First National Bankshares of Florida and FNB Corp.
John J. Witkowski			45				2005			Senior Vice President and Regional President/Retail Banking Executive. From 1993 – 2005 was Senior Vice President and Director of Sales for Business Banking/Client Development Group at Bank of America.
Martin K. Birmingham			41				2005			Senior Vice President and Regional President/Commercial Market Executive. From 1989 – 2005 was Senior Team Leader and Regional President of the Rochester Market at Bank of America.
Kevin B. Klotzbach			53				2001			Senior Vice President and Treasurer. From 1999 – 2001 was Chief Investment Officer at Greater Buffalo Savings Bank.
Bruce H. Nagle			58				2006			Senior Vice President and Director of Human Resources. From 2000 – 2006 was Vice President of Human Resources at University of Pittsburgh Medical Center.
Richard J. Harrison			62				2003			Senior Vice President and Senior Retail Lending Administrator. From 2000 – 2003 was Executive Vice President and Chief Credit Officer at Savings Bank of the Fingerlakes.

Market Area and Competition

The Company provides a wide range of consumer and commercial banking and financial services to individuals, municipalities and businesses through a network of 50 branches and 70 ATMs in fifteen contiguous counties of Western and Central New York State: Allegany, Cattaraugus, Cayuga, Chautauqua, Chemung, Erie, Genesee, Livingston, Monroe, Ontario, Schuyler, Seneca, Steuben, Wyoming and Yates Counties.

The Company’s market area is geographically and economically diversified in that it serves both rural markets and the larger more affluent markets of suburban Rochester and suburban Buffalo. Rochester and Buffalo are the two largest cities in New York State outside of New York City, with combined metropolitan area populations of over two million people. The Company anticipates increasing its presence in the markets around these two cities.

The Company faces significant competition in both making loans and attracting deposits, as Western and Central New York have a high density of financial institutions. The Company’s competition for loans comes principally from commercial banks, savings banks, savings and loan associations, mortgage banking companies, credit unions, insurance companies and other financial service companies. Its most direct competition for deposits has historically come from commercial banks, savings banks and credit unions. The Company faces additional competition for deposits from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.

Employees

The Company had approximately 640 full-time equivalent employees (“FTEs”) at December 31, 2006.

Operating Segments

The Company’s primary reportable segment is its subsidiary bank, Five Star Bank (“FSB”). During 2005, the Company completed a strategic realignment, which involved the merger of its subsidiary banks into a single state-chartered bank, FSB. The Financial Services Group (“FSG”) was also deemed a reportable segment in prior years, as the Company evaluated the performance of this line of business separately. However, with the sale of BGI during 2005, the FSG segment no longer meets the thresholds included in SFAS No. 131 for separation.

Lending Activities

General. The Bank offers a broad range of loans including commercial and agricultural working capital and revolving lines of credit, commercial and agricultural mortgages, equipment loans, crop and livestock loans, residential mortgage loans and home equity loans and lines of credit, home improvement loans, automobile loans and personal loans. Most newly originated fixed rate residential mortgage loans are sold in the secondary market and servicing rights are retained.

Lending Philosophy and Objectives. The Bank has thoroughly evaluated and updated its lending policy in recent years. The revisions to the loan policy include a renewed focus on lending philosophy and credit objectives.

The key elements of the Bank’s lending philosophy include the following:

	•		To ensure consistent underwriting, all employees must share a common view of the risks inherent in lending activities as well as the standards to be applied in underwriting and managing credit risk;
	•		Pricing of credit products should be risk-based;
	•		The loan portfolio must be diversified to limit the potential impact of negative events; and
	•		Careful, timely exposure monitoring through dynamic use of our risk rating system, is required to provide early warning and assure proactive management of potential problems.

The Bank’s credit objectives are as follows:

	•		Compete effectively and service the legitimate credit needs of our target market;
	•		Enhance our reputation for superior quality and timely delivery of products and services;
	•		Provide pricing that reflects the entire relationship and is commensurate with the risk profiles of our borrowers;
	•		Retain, develop and acquire profitable, multi-product, value added relationships with high quality borrowers;
	•		Focus on government guaranteed lending and establish a specialization in this area to meet the needs of the small businesses in our communities; and
	•		Comply with the relevant laws and regulations.

Loan Approval Process. The Bank’s loan policy establishes standardized underwriting guidelines, as well as the loan approval process and the appropriate committee structures necessary to facilitate and insure the highest possible loan quality decision-making in a timely and businesslike manner. The policy establishes requirements for extending credit based on the size, risk rating and type of credit involved. The policy also sets limits on individual loan officer lending authority and various forms of joint lending authority, while designating which loans are required to be approved at the committee level.

Loan Review Program. The Bank’s policy includes loan reviews, under the supervision of the Audit Committee of the Board of Directors and directed by the Chief Risk Officer, to review the Bank’s credit function in order to render an independent and objective evaluation of the Bank’s asset quality and credit administration process.

Risk Assessment Process. Risk ratings are assigned to loans in the commercial, commercial real estate and agricultural portfolios. The risk ratings are specifically used as follows:

	•		Profile the risk and exposure in the loan portfolio and identify developing trends and relative levels of risk;
	•		Identify deteriorating credits; and
	•		Reflect the probability that a given customer may default on its obligations.

Through the loan approval process, loan administration and loan review program, management continuously monitors the credit risk profile of the Bank and assesses the overall quality of the loan portfolio and adequacy of the allowance for loan losses.

Delinquencies and Nonperforming Assets. The Bank has several procedures in place to assist in maintaining the overall quality of its loan portfolio. Delinquent loan reports are monitored by credit administration to identify adverse levels and trends. Loans are generally placed on nonaccruing status and cease accruing interest when the payment of principal or interest is delinquent for 90 days, or earlier in some cases, unless the loan is in the process of collection and the underlying collateral further supports the carrying value of the loan.

Allowance for Loan Losses. The allowance for loan losses is established through charges or credits to earnings in the form of a provision (credit) for loan losses. The allowance reflects management’s estimate of the amount of probable loan losses in the portfolio, based on the following factors:

	•		Specific allocations for individually analyzed credits;
	•		Risk assessment process;
	•		Historical charge-off experience;
	•		Evaluation of the loan portfolio with loan reviews;
	•		Levels and trends in delinquent and nonaccruing loans;
	•		Trends in volume and terms;
	•		Collateral values;
	•		Effects of changes in lending policy;
	•		Experience, ability and depth of management;
	•		National and local economic trends and conditions; and
	•		Concentrations of credit.

Management presents a quarterly review of the adequacy of the allowance for loan losses to the Company’s Board of Directors. In order to determine the adequacy of the allowance for loan losses, the risk rating and delinquency status of loans and other factors are considered, such as collateral value, government guarantees, portfolio composition, trends in economic conditions and the financial strength of borrowers. Specific allocations for individually evaluated loans are established when required. An allowance is also established for groups of loans with similar risk characteristics, based upon average historical charge-off experience taking into account levels

and trends in delinquencies, loan volumes, economic and industry trends and concentrations of credit. See also the sections titled “Analysis of Allowance for Loan Losses” and “Allocation of Allowance for Loan Losses” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation”.

Commercial. The Bank originates commercial loans in its primary market areas and underwrites them based on the borrower’s ability to service the loan from operating income. The Bank offers a broad range of commercial lending products, including term loans and lines of credit. Short and medium-term commercial loans, primarily collateralized, are made available to businesses for working capital (including inventory and receivables), business expansion (including acquisition of real estate, expansion and improvements) and the purchase of equipment. As a general practice, where possible, a collateral lien is placed on any available real estate, equipment or other assets owned by the borrower and a personal guarantee of the owner is obtained. At December 31, 2006, $29.3 million, or 27.7%, of the aggregate commercial loan portfolio were at fixed rates while $76.5 million, or 72.3%, were at variable rates. The Bank utilizes government loan guarantee programs where available and appropriate. See “Government Guarantee Programs” below.

Commercial Real Estate. In addition to commercial loans secured by real estate, the Bank makes commercial real estate loans to finance the purchase of real property, which generally consists of real estate with completed structures. Commercial real estate loans are secured by first liens on the real estate and are typically amortized over a 10 to 20 year period. The underwriting analysis includes credit verification, appraisals and a review of the borrower’s financial condition. At December 31, 2006, $40.4 million, or 16.6%, of the aggregate commercial real estate loan portfolio were at fixed rates while $203.6 million, or 83.4%, were at variable rates.

Agricultural. Agricultural loans are offered for short-term crop production, farm equipment and livestock financing and agricultural real estate financing, including term loans and lines of credit. Short and medium-term agricultural loans, primarily collateralized, are made available for working capital (crops and livestock), business expansion (including acquisition of real estate, expansion and improvement) and the purchase of equipment. At December 31, 2006, $14.1 million, or 24.9%, of the agricultural loan portfolio were at fixed rates while $42.7 million, or 75.1%, were at variable rates. The Bank utilizes government loan guarantee programs where available and appropriate. See “Government Guarantee Programs” below.

Residential Real Estate. The Bank originates fixed and variable rate one-to-four family residential mortgages and closed-end home equity loans collateralized by owner-occupied properties located in its market areas. The Bank offers a variety of real estate loan products, which are generally amortized for periods up to 30 years. Loans collateralized by one-to-four family residential real estate generally have been originated in amounts of no more than 80% of appraised value or have mortgage insurance. Mortgage title insurance and hazard insurance are normally required. The Bank sells certain one-to-four family residential mortgages on the secondary mortgage market and typically retains the right to service the mortgages. To assure maximum salability of the residential loan products for possible resale, the Company has formally adopted the underwriting, appraisal, and servicing guidelines of the Federal Home Loan Mortgage Corporation (“FHLMC”) as part of its standard loan policy. At December 31, 2006, the residential mortgage servicing portfolio totaled $355.2 million, the majority of which have been sold to FHLMC. At December 31, 2006, $225.3 million, or 83.9%, of residential real estate loans retained in portfolio were at fixed rates while $43.1 million, or 16.1%, were at variable rates.

Consumer and Home Equity Lines. The Bank originates direct and indirect automobile loans, recreational vehicle loans, boat loans, home improvement loans, home equity lines of credit, personal loans (collateralized and uncollateralized) and deposit account collateralized loans. The terms of these loans typically range from 12 to 180 months and vary based upon the nature of the collateral and the size of loan. The majority of the consumer lending program is underwritten on a secured basis using the customer’s home or the financed automobile, mobile home, boat or recreational vehicle as collateral. At December 31, 2006, $153.0 million, or 60.8%, of consumer and home equity loans were at fixed rates while $98.5 million, or 39.2%, were at variable rates.

Government Guarantee Programs. The Bank participates in government loan guarantee programs offered by the Small Business Administration (or “SBA”), United States Department of Agriculture (or “USDA”), Rural Economic and Community Development (or “RECD”) and Farm Service Agency (or “FSA”), among others. At December 31, 2006, the Bank had loans with an aggregate principal balance of $38.7 million that were covered by guarantees under these programs. The guarantees only cover a certain percentage of these loans. By participating in these programs, the Bank is able to broaden its base of borrowers while minimizing credit risk.

Investing Activities

General. The Bank’s investment securities policy is contained within its overall Asset-Liability Management and Investment Policy. This policy dictates that investment decisions will be made based on the safety of the investment, liquidity requirements, potential returns, cash flow targets, need for collateral and desired risk parameters. In pursuing these objectives, the Bank considers the ability of an investment to provide earnings consistent with factors of quality, maturity, marketability and risk diversification. The Bank’s Treasurer, guided by the ALCO Committee, is responsible for investment portfolio decisions within the established policies.

The Bank’s investment securities strategy centers on providing liquidity to meet loan demand and redeeming liabilities, meeting pledging requirements, managing overall interest rate and credit risks and maximizing portfolio yield. The Company’s policy generally limits security purchases to the following:

	•		U.S. treasury securities;
	•		U.S. government agency securities, which are securities issued by official Federal government bodies (e.g. the Government National Mortgage Association (“GNMA”));
	•		U.S. government-sponsored enterprise (“GSE”) securities, which are securities issued by independent organizations that are in part sponsored by the federal government (e.g. the Federal Home Loan Bank (“FHLB”) system, the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”));
	•		Mortgage-backed pass-through securities (“MBSs”), collateralized mortgage obligations (“CMOs”) and asset-backed securities (“ABSs”) issued by GNMA, FNMA, FHLMC and the Small Business Associations (“SBA”) and other privately issued investment grade quality securities;
	•		Investment grade municipal securities, including tax, revenue and bond anticipation notes and general obligation bonds;
	•		Certain creditworthy un-rated securities issued by municipalities;
	•		Investment grade corporate debt, certificates of deposit and qualified preferred stock.
	•		Investments in corporate bonds are limited to no more than 10% of total investments and to bonds rated as Baa or better by Moody’s Investor Services, Inc. or BBB or better by Standard & Poor’s Ratings Services at the time of purchase.

Funding Activities

General. Deposits and borrowed funds are the primary sources of the Company’s funds for use in lending, investing and for other general purposes. In addition, repayments on loans and securities, proceeds from sales of loans and securities, and cash flows from operations provide additional sources of funds.

Deposits. The Bank offers a variety of deposit account products with a range of interest rates and terms. The deposit accounts consist of noninterest-bearing demand, interest-bearing demand, savings, money market, club accounts and certificates of deposit. The Bank also offers certificates of deposit with balances in excess of $100,000 to local municipalities, businesses, and individuals as well as Individual Retirement Accounts (“IRAs”) and other qualified plan accounts. To enhance its deposit product offerings, the Company provides commercial checking accounts for small to moderately sized commercial businesses, as well as a low-cost checking account service for low-income customers. The flow of deposits is influenced significantly by general economic conditions, changes in money market rates, prevailing interest rates and competition. The Bank’s deposits are obtained predominantly from the areas in which its branch offices are located. The Bank relies primarily on competitive pricing of its deposit products, customer service and long-standing relationships with customers to attract and retain these deposits. On a secondary basis, the Company utilizes certificate of deposit sales in the national brokered market (“brokered deposits”) as a wholesale funding source.

Borrowed Funds. Borrowings consist mainly of advances entered into with the Federal Home Loan Bank (“FHLB”), federal funds purchased and securities sold under repurchase agreements. The Company formerly had a term debt agreement with another commercial bank that was prepaid during 2006.

Junior Subordinated Debentures Issued to Unconsolidated Subsidiary Trust. The Company formed the Trust in February 2001 to facilitate the private placement of capital securities.

Supervision and Regulation

The supervision and regulation of financial and bank holding companies and their subsidiaries is intended primarily for the protection of depositors, the deposit insurance funds regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the banking system as a whole, and not for the protection of shareholders or creditors of bank holding companies. The various bank regulatory agencies have broad enforcement power over bank holding companies and banks, including the power to impose substantial fines, operational restrictions and other penalties for violations of laws and regulations.

The following description summarizes some of the laws to which the Company is subject. References to applicable statutes and regulations are brief summaries and do not claim to be complete. They are qualified in their entirety by reference to such statutes and regulations. Management believes the Company is in compliance in all material respects with these laws and regulations. Changes in the laws, regulations or policies that impact the Company cannot necessarily be predicted, but they may have a material effect on the business and earnings of the Company.

The Company

FII is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is subject to supervision, regulation and examination by the FRB. During 2003, FII terminated its financial holding company status and now operates as a bank holding company. The change in status did not affect any non-financial subsidiaries or activities being conducted by FII, although future acquisitions or expansions of non-financial activities may require prior FRB approval and will be limited to those that are permissible for bank holding companies. The Bank Holding Company Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations.

Regulatory Restrictions on Dividends; Source of Strength. It is the policy of the FRB that bank holding companies should pay cash dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the holding company’s expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividends that undermines the bank holding company’s ability to serve as a source of strength to its subsidiaries.

Under FRB policy, a bank holding company is expected to act as a source of financial strength to each of its subsidiaries and commit resources to their support. Such support may be required at times when, absent this FRB policy, a holding company may not be inclined to provide it. As discussed below, a bank holding company in certain circumstances could be required to guarantee the capital plan of an undercapitalized banking subsidiary.

Safe and Sound Banking Practices. Bank holding companies are not permitted to engage in unsafe and unsound banking practices. The FRB’s Regulation Y, for example, generally requires a holding company to give the FRB prior notice of any redemption or repurchase of its own equity securities, if the consideration to be paid, together with the consideration paid for any repurchases or redemptions in the preceding year, is equal to 10% or more of the company’s consolidated net worth. The FRB may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. Depending upon the circumstances, the FRB could take the position that paying a dividend would constitute an unsafe or unsound banking practice.

The FRB has broad authority to prohibit activities of bank holding companies and their non-banking subsidiaries which represent unsafe and unsound banking practices or which constitute violations of laws or regulations, and can assess civil money penalties for certain activities conducted on a knowing and reckless basis, if those activities caused a substantial loss to a depository institution. The penalties can be as high as $1,000,000 for each day the activity continues.

Anti-Tying Restrictions. Bank holding companies and their affiliates are prohibited from tying the provision of certain services, such as extensions of credit, to other services offered by a holding company or its affiliates. In 2002, the FRB adopted Regulation W, a comprehensive synthesis of prior opinions and interpretations under Sections 23A and 23B of the Federal Reserve Act. Regulation W contains an extensive discussion of tying arrangements, which could impact the way banks and bank holding companies transact business with affiliates.

Capital Adequacy Requirements. The FRB has adopted a system using risk-based capital guidelines to evaluate the capital adequacy of bank holding companies. Under the guidelines, specific categories of assets are assigned different risk weights, based generally on the perceived credit risk of the asset. These risk weights are multiplied by corresponding asset balances to determine a “risk-weighted” asset base. The guidelines require a minimum total risk-based capital ratio of 8.0% (of which at least 4.0% is required to consist of Tier 1 capital elements). Total capital is the sum of Tier 1 and Tier 2 capital. As of December 31, 2006, the Company’s ratio of Tier 1 capital to total risk-weighted assets was 15.85% and the ratio of total capital to total risk-weighted assets was 17.10%. See also the section titled “Capital Resources” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and Note 16 of the notes to consolidated financial statements.

In addition to the risk-based capital guidelines, the FRB uses a leverage ratio as an additional tool to evaluate the capital adequacy of bank holding companies. The leverage ratio is a company’s Tier 1 capital divided by quarterly average consolidated assets. Certain highly rated bank holding companies may maintain a minimum leverage ratio of 3.0%, but other bank holding companies may be required to maintain a leverage ratio of up to 200 basis points above the regulatory minimum. As of December 31, 2006, the Company’s leverage ratio was 8.91%.

The federal banking agencies’ risk-based and leverage ratios are minimum supervisory ratios generally applicable to banking organizations that meet certain specified criteria, assuming that they have the highest regulatory rating. Banking organizations not meeting these criteria are expected to operate with capital positions well above the minimum ratios. The federal bank regulatory agencies may set capital requirements for a particular banking organization that are higher than the minimum ratios when circumstances warrant. FRB guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets.

Imposition of Liability for Undercapitalized Subsidiaries. Bank regulators are required to take “prompt corrective action” to resolve problems associated with insured depository institutions whose capital declines below certain levels. In the event an institution becomes “undercapitalized,” it must submit a capital restoration plan. The capital restoration plan will not be accepted by the regulators unless each company having control of the undercapitalized institution guarantees the subsidiary’s compliance with the capital restoration plan up to a certain specified amount. Any such guarantee from a depository institutions holding company is entitled to a priority of payment in bankruptcy.

The aggregate liability of the holding company of an undercapitalized bank is limited to the lesser of 5% of the institution’s assets at the time it became undercapitalized or the amount necessary to cause the institution to be “adequately capitalized.” The bank regulators have greater power in situations where an institution becomes “significantly” or “critically” undercapitalized or fails to submit a capital restoration plan. For example, a bank holding company controlling such an institution can be required to obtain prior FRB approval of proposed dividends, or might be required to consent to a consolidation or to divest the troubled institution or other affiliates.

Acquisitions by Bank Holding Companies. The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the FRB before it may acquire all or substantially all of the assets of any bank, or ownership or control of any voting shares of any bank, if after such acquisition it would own or control, directly or indirectly, more than 5% of the voting shares of such bank. In approving bank acquisitions by bank holding companies, the FRB is required to consider the financial and managerial resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of the communities to be served, and various competitive factors.

Control Acquisitions. The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless the FRB has been notified and has not objected to the transaction. Under a rebuttable presumption established by the FRB, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, would, under the circumstances set forth in the presumption, constitute acquisition of control of the Company.

In addition, any entity is required to obtain the approval of the FRB under the Bank Holding Company Act before acquiring 25% (5% in the case of an acquirer that is a bank holding company) or more of the Company’s outstanding common stock, or otherwise obtaining control or a “controlling influence” over the Company.

The Bank

Five Star Bank (“FSB“or the “Bank”) is a New York State-chartered bank and a member of the Federal Reserve System. The FDIC, through the Bank Insurance Fund, insures deposits of the Bank. The supervision and regulation of FSB subjects the Bank to special restrictions, requirements, potential enforcement actions and periodic examination by the FDIC, the FRB and the New York State Banking Department. Because the FRB regulates the holding company parent, the FRB also has supervisory authority that directly affects FSB.

Restrictions on Transactions with Affiliates and Insiders. Transactions between the holding company and its subsidiaries, including the Bank, are subject to Section 23A of the Federal Reserve Act, and to the requirements of Regulation W. In general, Section 23A imposes limits on the amount of such transactions, and also requires certain levels of collateral for loans to affiliated parties. It also limits the amount of advances to third parties, which are collateralized by the securities, or obligations of FII or its subsidiaries.

Affiliate transactions are also subject to Section 23B of the Federal Reserve Act, and to the requirements of Regulation W which generally requires that certain transactions between the holding company and its affiliates be on terms substantially the same, or at least as favorable to the Bank, as those prevailing at the time for comparable transactions with or involving other nonaffiliated persons.

The restrictions on loans to directors, executive officers, principal shareholders and their related interests (collectively referred to herein as “insiders”) contained in the Federal Reserve Act and Regulation O apply to all insured institutions and their subsidiaries and holding companies. These restrictions include limits on loans to one borrower and conditions that must be met before such a loan can be made. There is also an aggregate limitation on all loans to insiders and their related interests. These loans cannot exceed the institution’s total unimpaired capital and surplus, and the FDIC may determine that a lesser amount is appropriate. Insiders are subject to enforcement actions for knowingly accepting loans in violation of applicable restrictions.

Restrictions on Distribution of Subsidiary Bank Dividends and Assets. Dividends paid by the Bank provide a substantial part of FII’s operating funds and, for the foreseeable future, it is anticipated that dividends paid by the Bank will continue to be its principal source of operating funds. Capital adequacy requirements serve to limit the amount of dividends that may be paid by the subsidiaries. Under federal law, the subsidiaries cannot pay a dividend if, after paying the dividend, a particular subsidiary will be “undercapitalized.” The FDIC may declare a dividend payment to be unsafe and unsound even though the bank would continue to meet its capital requirements after the dividend.

During September 2006, FII requested approval from the NYS Banking Department to pay a $25.0 million cash dividend from FSB to FII. Regulatory approval was necessary as the requested dividend amount exceeded the amount allowable under regulations. During October 2006, FSB received regulatory approval and paid the $25.0 million dividend to FII. FSB will be required to obtain approval from the NYS Banking Department for any future dividend that exceeds the sum of the current year’s net income plus the retained profits for the preceding two years.

Because FII is a legal entity separate and distinct from its subsidiaries, FII’s right to participate in the distribution of assets of any subsidiary upon the subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors. In the event of a liquidation or other resolution of an insured depository institution, the

claims of depositors and other general or subordinated creditors are entitled to a priority of payment over the claims of holders of any obligation of the institution to its shareholders, including any depository bank holding company (such as FII) or any shareholder or creditor thereof.

Examinations. The New York State Banking Department, the FRB and the FDIC periodically examine and evaluate the Bank. Based upon such examinations, the appropriate regulator may revalue the assets of the institution and require that it establish specific reserves to compensate for the difference between what the regulator determines the value to be and the book value of such assets.

Audit Reports. Insured institutions with total assets of $500 million or more at the beginning of a fiscal year must submit annual audit reports prepared by independent auditors to federal and state regulators. In some instances, the audit report of the institution’s holding company can be used to satisfy this requirement. Auditors must receive examination reports, supervisory agreements and reports of enforcement actions. In addition, financial statements prepared in accordance with generally accepted accounting principles, management’s certifications concerning responsibility for the financial statements, internal controls and compliance with legal requirements designated by the FDIC, and if total assets exceed $1.0 billion, an attestation by the auditor regarding the statements of management relating to the internal controls must be submitted. The FDIC Improvement Act of 1991 requires that independent audit committees be formed, consisting of outside directors only. The committees of institutions with assets of more than $3.0 billion must include members with experience in banking or financial management must have access to outside counsel and must not include representatives of large customers.

Capital Adequacy Requirements. The FDIC has adopted regulations establishing minimum requirements for the capital adequacy of insured institutions. The FDIC may establish higher minimum requirements if, for example, a bank has previously received special attention or has a high susceptibility to interest rate risk. The most recent notification from the FDIC categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action.

The FDIC’s risk-based capital guidelines generally require banks to have a minimum ratio of Tier 1 capital to total risk-weighted assets of 4.0% and a ratio of total capital to total risk-weighted assets of 8.0%. The capital categories have the same definitions for the Company. As of December 31, 2006, the ratio of Tier 1 capital to total risk-weighted assets for the Bank was 14.35% and the ratio of total capital to total risk-weighted assets was 15.61%. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 16 of the notes to consolidated financial statements.

The FDIC’s leverage guidelines require banks to maintain Tier 1 capital of no less than 4.0% of average total assets, except in the case of certain highly rated banks for which the requirement is 3.0% of average total assets. As of December 31, 2006, the ratio of Tier 1 capital to quarterly average total assets (leverage ratio) was 8.06% for FSB. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 16 of the notes to consolidated financial statements.

Corrective Measures for Capital Deficiencies. The federal banking regulators are required to take “prompt corrective action” with respect to capital-deficient institutions. Agency regulations define, for each capital category, the levels at which institutions are “well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A “well-capitalized” bank has a total risk-based capital ratio of 10.0% or higher; a Tier 1 risk-based capital ratio of 6.0% or higher; a leverage ratio of 5.0% or higher; and is not subject to any written agreement, order or directive requiring it to maintain a specific capital level for any capital measure. An “adequately capitalized” bank has a total risk-based capital ratio of 8.0% or higher; a Tier 1 risk-based capital ratio of 4.0% or higher; a leverage ratio of 4.0% or higher (3.0% or higher if the bank was rated a composite 1 in its most recent examination report and is not experiencing significant growth); and does not meet the criteria for a well-capitalized bank. A bank is “undercapitalized” if it fails to meet any one of the “adequately capitalized” ratios.

In addition to requiring undercapitalized institutions to submit a capital restoration plan, agency regulations contain broad restrictions on certain activities of undercapitalized institutions including asset growth, acquisitions, branch establishment and expansion into new lines of business. With certain exceptions, an insured depository institution is prohibited from making capital distributions, including dividends, and is prohibited from paying

management fees to control persons if the institution would be undercapitalized after any such distribution or payment.

As an institution’s capital decreases, the FDIC’s enforcement powers become more severe. A significantly undercapitalized institution is subject to mandated capital raising activities, restrictions on interest rates paid and transactions with affiliates, removal of management and other restrictions. The FDIC has only very limited discretion in dealing with a critically undercapitalized institution and is virtually required to appoint a receiver or conservator.

Banks with risk-based capital and leverage ratios below the required minimums may also be subject to certain administrative actions, including the termination of deposit insurance upon notice and hearing, or a temporary suspension of insurance without a hearing in the event the institution has no tangible capital.

Deposit Insurance Assessments. The Bank must pay assessments to the FDIC for federal deposit insurance protection that was impacted by legislation enacted during 2006. The Federal Deposit Insurance Reform Act of 2005 and the Federal Deposit Insurance Reform Conforming Amendment Act of 2005 were signed into law in 2006 (collectively the “Reform Act”) providing the following changes:

	•		Merged the Bank Insurance Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) into a new fund, the Deposit Insurance Fund (“DIF”).
	•		Increased the coverage limit for retirement accounts to $250,000.
	•		Indexed the coverage limit for deposit insurance for inflation.
	•		Establishing a range of 1.15 percent to 1.50 percent within which the FDIC may set the Designated Reserve Ratio (“DRR”).
	•		Eliminating the restrictions on premium rates based on the DRR and granting the FDIC the discretion to price deposit insurance according to risk for all insured institutions regardless of the level of the reserve ratio.
	•		Granting a one-time initial assessment credit to recognize institutions’ past contributions to the fund.

The Deposit Insurance Fund Act of 1996 contained a comprehensive approach to recapitalizing the Savings Association Insurance Fund and to assuring the payment of the Financing Corporation’s (“FICO”) bond obligations. Under this law, banks insured under the Bank Insurance Fund are required to pay a portion of the interest due on bonds that were issued by FICO in 1987 to help shore up the ailing Federal Savings and Loan Insurance Corporation. The FDIC bills and collects this assessment on behalf of FICO.

Prior to the Company’s restructuring in December 2005, the Company’s former bank subsidiaries NBG and BNB were operating under formal agreements with the Office of the Comptroller of the Currency (“OCC”), which resulted in a higher FDIC risk classification and the Company experienced an increase in FDIC insurance premiums in 2005. As a result of the merger of the Company’s subsidiary banks and the lower risk classification for FSB, the FDIC insurance premiums decreased in 2006. As a result of the Reform Act previously described, the Company has a $1.3 million assessment credit available to offset future FDIC premium assessments, but not the FICO assessment. Therefore, the Company expects the Reform Act to have minimal impact on its 2007 consolidated results of operations.

Federal Home Loan Bank System. FSB is a member of the FHLB System, which consists of 12 regional Federal Home Loan Banks. The FHLB System provides a central credit facility primarily for member institutions. As members of the FHLB of New York, the Bank is required to acquire and hold shares of capital stock in the FHLB. The minimum investment requirement is determined by a “membership” investment component and an “activity-based” investment component. Under the “membership” component, a certain minimum investment in capital stock is required to be maintained as long as the institution remains a member of the FHLB. Under the “activity-based” component, members are required to purchase capital stock in proportion to the volume of certain transactions with the FLHB. As of December 31, 2006, FSB complied with these requirements.

Enforcement Powers. The FDIC, the New York State Banking Department and the FRB have broad enforcement powers, including the power to terminate deposit insurance, impose substantial fines and other civil and criminal

penalties and appoint a conservator or receiver. Failure to comply with applicable laws, regulations and supervisory agreements could subject the Company or the Bank, as well as the officers, directors and other institution-affiliated parties of these organizations, to administrative sanctions and potentially substantial civil money penalties.

Brokered Deposit Restrictions. Adequately capitalized institutions cannot accept, renew or roll over brokered deposits except with a waiver from the FDIC, and are subject to restrictions on the interest rates that can be paid on such deposits. Undercapitalized institutions may not accept, renew or roll over brokered deposits.

Cross-Guarantee Provisions. The Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) contains a “cross-guarantee” provision which generally makes commonly controlled insured depository institutions liable to the FDIC for any losses incurred in connection with the failure of a commonly controlled depository institution.

Community Reinvestment Act. The Community Reinvestment Act of 1977 (“CRA”) and the regulations issued hereunder are intended to encourage banks to help meet the credit needs of their service area, including low and moderate income neighborhoods, consistent with the safe and sound operations of the banks. These regulations also provide for regulatory assessment of a bank’s record in meeting the needs of its service area when considering applications regarding establishing branches, mergers or other bank or branch acquisitions. FIRREA requires federal banking agencies to make public a rating of a bank’s performance under the CRA. In the case of a bank holding company, the CRA performance record of the banks involved in the transaction are reviewed in connection with the filing of an application to acquire ownership or control of shares or assets of a bank or to merge with any other bank holding company. An unsatisfactory record can substantially delay or block the transaction.

Consumer Laws and Regulations. In addition to the laws and regulations discussed herein, the Bank is also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth herein is not exhaustive, these laws and regulations include, among others, the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act and the Real Estate Settlement Procedures Act. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits or making loans to such customers. The Bank must comply with the applicable provisions of these consumer protection laws and regulations as part of their ongoing customer relations. The Check Clearing for the 21st Century Act (“Check 21 Act” or “the Act”), which became effective on October 28, 2004, creates a new negotiable instrument, called a “substitute check”, which banks are required to accept as the legal equivalent of a paper check if it meets the requirements of the Act. The Act is designed to facilitate check truncation, to foster innovation in the check payment system, and to improve the payment system by shortening processing times and reducing the volume of paper checks.

Changing Regulatory Structure

Gramm-Leach-Bliley Act

The Gramm-Leach-Bliley Act (“Gramm-Leach”) was signed into law on November 12, 1999. Gramm-Leach permits, subject to certain conditions, combinations among banks, securities firms and insurance companies. Under Gramm-Leach, bank holding companies are permitted to offer their customers virtually any type of financial service including banking, securities underwriting, insurance (both underwriting and agency), and merchant banking. In order to engage in these additional financial activities, a bank holding company must qualify and register with the Board of Governors of the Federal Reserve System as a “financial holding company” by demonstrating that each of its subsidiaries is “well capitalized,” “well managed,” and has at least a “satisfactory” rating under the CRA. On May 12, 2000, FII received approval from the Federal Reserve Bank of New York to become a financial holding company resulting in the eventual formation of Five Star Investment Services, Inc. (“FSIS”) (formerly known as The FI Group, Inc. (“FIGI”)). During 2003, FII terminated its financial holding company status and now operates as a bank holding company. The change in status did not affect the non-financial subsidiaries or activities being conducted by the Company, although future acquisitions or expansions of non-financial activities may require prior FRB approval and will be limited to those that are

permissible for bank holding companies. Gramm-Leach establishes that the federal banking agencies will regulate the banking activities of financial holding companies and banks’ financial subsidiaries, the SEC will regulate their securities activities and state insurance regulators will regulate their insurance activities. Gramm-Leach also provides new protections against the transfer and use by financial institutions of consumers’ nonpublic, personal information.

The major provisions of Gramm-Leach are:

Financial Holding Companies and Financial Activities. Title I establishes a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms, and other financial service providers by revising and expanding the Bank Holding Company Act framework to permit a holding company system to engage in a full range of financial activities through qualification as a new entity known as a financial holding company. A bank holding company that qualifies as a financial holding company can expand into a wide variety of services that are financial in nature, if its subsidiary depository institutions are “well-managed”, “well-capitalized” and have received at least a “satisfactory” rating on their last CRA examination. Services that have been deemed to be financial in nature include securities underwriting, dealing and market making, sponsoring mutual funds and investment companies, insurance underwriting and agency activities and merchant banking.

Securities Activities. Title II narrows the exemptions from the securities laws previously enjoyed by banks, requires the FRB and the SEC to work together to draft rules governing certain securities activities of banks and creates a new, voluntary investment bank holding company.

Insurance Activities. Title III restates the proposition that the states are the functional regulators for all insurance activities, including the insurance activities of federally chartered banks, and bars the states from prohibiting insurance activities by depository institutions. The law encourages the states to develop uniform or reciprocal rules for the licensing of insurance agents.

Privacy. Under Title V, federal banking regulators were required to adopt rules that have limited the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. Federal banking regulators issued final rules on May 10, 2000 to implement the privacy provisions of Title V. Under the rules, financial institutions must provide:

	•		Initial notices to customers about their privacy policies, describing the conditions under which they may disclose nonpublic personal information to nonaffiliated third parties and affiliates;
	•		Annual notices of their privacy policies to current customers; and
	•		A reasonable method for customers to “opt out” of disclosures to nonaffiliated third parties.

Compliance with the rules is mandatory after July 1, 2001. The Bank was in full compliance with the rules as of or prior to the respective effective dates.

Safeguarding Confidential Customer Information. Under Title V, federal banking regulators are required to adopt rules requiring financial institutions to implement a program to protect confidential customer information. In January 2000, the federal banking agencies adopted guidelines requiring financial institutions to establish an information security program to:

	•		Identify and assess the risks that may threaten customer information;
	•		Develop a written plan containing policies and procedures to manage and control these risks;
	•		Implement and test the plan; and
	•		Adjust the plan on a continuing basis to account for changes in technology, the sensitivity of customer information and internal or external threats to information security.

The Bank approved security programs appropriate to its size and complexity and the nature and scope of its operations prior to the July 1, 2001 effective date of the regulatory guidelines. The implementation of the programs is an ongoing process.

Community Reinvestment Act Sunshine Requirements. In February 2001, the federal banking agencies adopted final regulations implementing Section 711 of Title VII, the CRA Sunshine Requirements. The regulations require nongovernmental entities or persons and insured depository institutions and affiliates that are parties to written agreements made in connection with the fulfillment of the institution’s CRA obligations to make available to the public and the federal banking agencies a copy of each agreement. The regulations impose annual reporting requirements concerning the disbursement, receipt and use of funds or other resources under these agreements. The effective date of the regulations was April 1, 2001. Neither FII nor the Bank is a party to any agreement that would be the subject of reporting pursuant to the CRA Sunshine Requirements.

USA Patriot Act

As part of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), signed into law on October 26, 2001, Congress adopted the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (“IMLAFATA”). IMLAFATA authorizes the Secretary of the Treasury, in consultation with the heads of other government agencies, to adopt special measures applicable to banks, bank holding companies or other financial institutions. During 2002, the Department of Treasury issued a number of regulations relating to enhanced recordkeeping and reporting requirements for certain financial transactions that are of primary money laundering concern, due diligence requirements concerning the beneficial ownership of certain types of accounts, and restrictions or prohibitions on certain types of accounts with foreign financial institutions. Covered financial institutions also are barred from dealing with foreign “shell” banks. In addition, IMLAFATA expands the circumstances under which funds in a bank account may be forfeited and requires covered financial institutions to respond under certain circumstances to requests for information from federal banking agencies within 120 hours.

Regulations were also adopted during 2002 to implement minimum standards to verify customer identity, to encourage cooperation among financial institutions, federal banking agencies, and law enforcement authorities regarding possible money laundering or terrorist activities, to prohibit the anonymous use of “concentration accounts,” and to require all covered financial institutions to have in place a Bank Secrecy Act compliance program. IMLAFATA also amends the Bank Holding Company Act and the Bank Merger Act to require the federal banking agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing an application under these acts.

The Bank has in place a Bank Secrecy Act compliance program, and it engages in very few transactions of any kind with foreign financial institutions or foreign persons.

Sarbanes-Oxley Act

On July 30, 2002, the President signed into law the Sarbanes-Oxley Act of 2002 (the “Act”) implementing legislative reforms intended to address corporate and accounting fraud. In addition to the establishment of a new accounting oversight board that enforces auditing, quality control and independence standards and is funded by fees from all publicly traded companies, the law restricts accounting firms from providing both auditing and consulting services to the same client. To ensure auditor independence, any non-audit services being provided to an audit client requires pre-approval by the issuer’s audit committee members. In addition, the audit partners must be rotated. The Act requires chief executive officers and chief financial officers, or their equivalent, to certify to the accuracy of periodic reports filed with the SEC, subject to civil and criminal penalties if they knowingly or willfully violate this certification requirement. In addition, under the Act, legal counsel is required to report evidence of a material violation of the securities laws or a breach of fiduciary duty by a company to its chief executive officer or its chief legal officer, and, if such officer does not appropriately respond, to report such evidence to the audit committee or other similar committee of the board of directors or the board itself.

Longer prison terms and increased penalties are also applied to corporate executives who violate federal securities laws, the period during which certain types of suits can be brought against a company or its officers has been extended, and bonuses issued to top executives prior to restatement of a company’s financial statements are subject to disgorgement if such restatement was due to corporate misconduct. Executives are also prohibited from insider trading during retirement plan “blackout” periods, and loans to company executives are restricted. The

Act accelerates the time frame for disclosures by public companies, as they must immediately disclose any material changes in their financial condition or operations. Directors and executive officers must also provide information for most changes in ownership in a company’s securities within two business days of the change.

The Act also prohibits any officer or director of a company or any other person acting under their direction from taking any action to fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant engaged in the audit of the company’s financial statements for the purpose of rendering the financial statement’s materially misleading. The Act also requires the SEC to prescribe rules requiring inclusion of an internal control report and assessment by management in the annual report to stockholders. In addition, the Act requires that each financial report required to be prepared in accordance with (or reconciled to) accounting principles generally accepted in the United States of America and filed with the SEC reflect all material correcting adjustments that are identified by a “registered public accounting firm” in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC.

As directed by Section 302(a) of the Act, the Company’s chief executive officer and chief financial officer are each required to certify that the Company’s quarterly and annual reports do not contain any untrue statement of a material fact. The Act imposes several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the Company’s internal controls; they have made certain disclosures to the Company’s auditors and the Audit Committee of the Board of Directors about the Company’s internal controls; and they have included information in the Company’s quarterly and annual reports about their evaluation and whether there have been significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls during the last quarter.

Fair Credit Reporting Act and Fair and Accurate Transactions Act

In 1970, the U. S. Congress enacted the Fair Credit Reporting Act (the “FCRA”) in order to ensure the confidentiality, accuracy, relevancy and proper utilization of consumer credit report information. Under the framework of the FCRA, the United States has developed a highly advanced and efficient credit reporting system. The information contained in that broad system is used by financial institutions, retailers and other creditors of every size in making a wide variety of decisions regarding financial transactions. Employers and law enforcement agencies have also made wide use of the information collected and maintained in databases made possible by the FCRA. The FCRA affirmatively preempts state law in a number of areas, including the ability of entities affiliated by common ownership to share and exchange information freely, the requirements on credit bureaus to reinvestigate the contents of reports in response to consumer complaints, among others. By its terms, the preemption provisions of the FCRA were to terminate as of December 31, 2003. With the enactment of the Fair and Accurate Transactions Act (the “FACT Act”) in late 2003, the preemption provisions of FCRA were extended, although the FACT Act imposes additional requirements on entities that gather and share consumer credit information. The FACT Act required the FRB and the Federal Trade Commission (“FTC”) to issue final regulations within nine months of the effective date of the Act. A series of regulations and announcements have been promulgated, including a joint FTC/FRB announcement of effective dates for FCRA amendments, the FTC’s “Free Credit Report” rule, revisions to the FTC’s FACT Act Rules, the FTC’s final rules on identity theft and proof of identity, the FTC’s final regulation on consumer information and records disposal, the FTC’s final summaries and the final rule on prescreen notices.

FRB Final Rule on Trust Preferred Securities

On March 1, 2005, the FRB issued a final rule that allows the continued inclusion of trust preferred securities in the Tier 1 capital of bank holding companies. Trust preferred securities, however, will be subject to stricter quantitative limits. Key components of the final rule are:

	•		Trust preferred securities, together with other “restricted core capital elements”, can be included in a bank holding company’s Tier 1 capital up to 25% of the sum of core capital elements, including “restricted core capital elements”;
	•		Restricted core capital elements are defined to include:

	•		Qualifying trust preferred securities;
	•		Qualifying cumulative perpetual preferred stock (and related surplus);
	•		Minority interest related to qualifying cumulative perpetual preferred stock directly issued by a consolidated U.S. depository institution or foreign bank subsidiary; and
	•		Minority interest related to qualifying common or qualifying perpetual preferred stock issued by a consolidated subsidiary that is neither a U.S. depository institution nor a foreign bank subsidiary.

	•		The sum of core capital elements will be calculated net of goodwill, less any associated deferred tax liability;
	•		Internationally active bank holding companies are further limited, and must limit restricted core capital elements to 15% of the sum of core capital elements, including restricted core capital elements, net of goodwill, although they may include qualifying mandatory convertible preferred securities up to the 25% limit;
	•		A five year transition period for application of quantitative limits, ending March 31, 2009.

Expanding Enforcement Authority and Enforcement Matters

The FRB, the New York State Superintendent of Banks and the FDIC possess extensive authority to police unsafe or unsound practices and violations of applicable laws and regulations by depository institutions and their holding companies. For example, the FDIC may terminate the deposit insurance of any institution that it determines has engaged in an unsafe or unsound practice. The agencies can also assess civil money penalties, issue cease and desist or removal orders, seek injunctions, and publicly disclose such actions.

Effect On Economic Environment

The policies of regulatory authorities, including the monetary policy of the FRB, have a significant effect on the operating results of bank holding companies and their subsidiaries. Among the means available to the FRB to affect the money supply are open market operations in U.S. Government securities, changes in the discount rate on member bank borrowings and changes in reserve requirements against member bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid for deposits. FRB monetary policies have materially affected the operating results of commercial banks in the past and are expected to continue to do so in the future.

Item 1A. Risk Factors

Our financial results are subject to a number of risks. The factors discussed below are intended to highlight risks that management believes are most relevant to our current operating environment. This listing is not intended to capture all risks associated with our business. Additional risks, including those generally affecting the industry in which we operate, risks that we currently deem immaterial and risks generally applicable to companies that have recently undertaken similar transactions, may also negatively impact our consolidated financial position, consolidated results of operations, or liquidity.

Asset Quality. A significant source of risk for the Company arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans. Most loans originated by the Company are secured, but loans may be unsecured depending on the nature of the loan. With respect to secured loans, the collateral securing the repayment of these loans includes a wide variety of diverse real and personal property that may be affected by changes in prevailing economic, environmental and other conditions, including declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal government, wide-spread disease, terrorist activity, environmental contamination and other external events.

The Company has adopted loan policies with well-defined risk tolerance limits including individual loan officer and committee approval processes. Policies and procedures outline underwriting standards, appraisal requirements, collateral valuations, financial information reviews, and ongoing quality monitoring processes that management believes are appropriate to mitigate the risk of loss within the loan portfolio. Such policies and procedures, however, may not prevent unexpected losses that could have a material adverse effect on the Company’s business, financial condition, results of operations, or liquidity.

Interest Rate Risk. The banking industry’s earnings depend largely on the relationship between the yield on earning assets, primarily loans and investments, and the cost of funds, primarily deposits and borrowings. This relationship, known as the interest rate spread, is subject to fluctuation and is affected by economic and competitive factors which influence interest rates, the volume and mix of interest-earning assets and interest-bearing liabilities and the level of non-performing assets. Fluctuations in interest rates affect the demand of customers for the Company’s products and services. The Bank is subject to interest rate risk to the degree that interest-bearing liabilities re-price or mature more slowly or more rapidly or on a different basis than interest-earning assets. Significant fluctuations in interest rates could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity. For additional information regarding interest rate risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”

Changes in the Value of Goodwill and Other Intangible Assets. Under accounting standards, the Company is not required to amortize goodwill but rather must evaluate goodwill for impairment at least annually. If deemed impaired at any point in the future, an impairment charge representing all or a portion of goodwill will be recorded to current earnings in the period in which the impairment occurred. The capitalized value of other intangible assets is amortized to earnings over their estimated lives. Other intangible assets are also subject to periodic impairment reviews. If these assets are deemed impaired at any point in the future, an impairment charge will be recorded to current earnings in the period in which the impairment occurred. See also Note 7 of the notes to consolidated financial statements.

Breach of Information Security and Technology Dependence. The Company depends upon data processing, software, communication and information exchange on a variety of computing platforms and networks and over the internet. Despite instituted safeguards, the Company cannot be certain that all of its systems are entirely free from vulnerability to attack or other technological difficulties or failures. The Company relies on the services of a variety of vendors to meet its data processing and communication needs. If information security is breached or other technology difficulties or failures occur, information may be lost or misappropriated, services and operations may be interrupted and the Company could be exposed to claims from customers. Any of these results could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity.

Economic Conditions, Limited Geographic Diversification. The Company’s banking operations are located in Western and Central New York State. Because of the geographic concentration of its operations, the Company’s results depend largely upon economic conditions in this area, which include volatility in wholesale milk prices, losses of manufacturing jobs in Rochester and Buffalo, and minimal population growth throughout the region. Further deterioration in economic conditions could adversely affect the quality of the Company’s loan portfolio and the demand for its products and services, and accordingly, could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity. See also the section titled “Market Area and Competition”.

Ability of the Company to Execute Its Business Strategy. The financial performance and profitability of the Company will depend on its ability to execute its strategic plan and manage its future growth. Failure to execute these plans could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity. Moreover, the Company’s future performance is subject to a number of factors beyond its control, including pending and future federal and state banking legislation, regulatory changes, unforeseen litigation outcomes, inflation, lending and deposit rate changes, interest rate fluctuations, increased competition and economic conditions. Accordingly, these issues could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity.

Dependence on Key Personnel. The Company’s success depends to a significant extent on the management skills of its existing executive officers and directors, many of whom have held officer and director positions with the Company for many years. The loss or unavailability of any of its key personnel, including Erland E. Kailbourne, Chairman of the Board of Directors, Peter G. Humphrey, President and Chief Executive Officer, James T. Rudgers, Executive Vice President and Chief of Community Banking, Ronald A. Miller, Executive Vice President and Chief Financial Officer, George D. Hagi, Executive Vice President and Chief Risk Officer, John J. Witkowski, Senior Vice President and Regional President/Retail Banking Executive, Martin K. Birmingham, Senior Vice President and Regional President/Commercial Market Executive, Kevin B. Klotzbach, Senior Vice President and Treasurer, Bruce H. Nagle, Senior Vice President and Director of Human Resources and Richard J. Harrison, Senior Vice President and Senior Retail Lending Administrator, could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity. See also Part III, Item 10, “Directors, Executive Officers and Corporate Governance.”

Competition. National competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader array of financial services than the Company. There can be no assurance that the Company will be able to compete effectively in its markets. Furthermore, developments increasing the nature or level of competition, together with changes in our strategic plan and stricter loan underwriting standards, could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity. See also the sections titled “Market Area and Competition” and “Supervision and Regulation.”

Government Regulation and Monetary Policy. The Company and the banking industry are subject to extensive regulation and supervision under federal and state laws and regulations. The restrictions imposed by such laws and regulations limit the manner in which the Company conducts its banking business, undertakes new investments and activities and obtains financing. These regulations are designed primarily for the protection of the deposit insurance funds and consumers and not to benefit holders of the Company’s securities. Financial institution regulation has been the subject of significant legislation in recent years and may be the subject of further significant legislation in the future, none of which is in the control of the Company. Significant new laws or changes in, or repeals of, existing laws could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity. Further, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects credit conditions for the Company, and any unfavorable change in these conditions could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity. See also “Supervision and Regulation”.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

		TYPE OF		LEASED OR		EXPIRATION
LOCATION		FACILITY		OWNED		OF LEASE
Allegany		Branch		Owned		—
Amherst		Branch		Leased		February 2020
Attica		Branch		Owned		—
Auburn		Branch		Owned		—
Avoca		Branch		Owned		—
Batavia		Branch		Leased		December 2016
Batavia (In-Store)		Branch		Leased		July 2009
Bath		Branch		Owned		—
Bath		Drive-up Branch		Owned		—
Caledonia		Branch		Leased		January 2007
Canandaigua		Branch		Owned		—
Cuba		Branch		Owned		—
Dansville		Branch		Leased		March 2014
Dundee		Branch		Owned		—
East Aurora		Branch		Leased		January 2013
East Rochester		Branch		Leased		September 2009
Ellicottville		Branch		Owned		—
Elmira		Branch		Owned		—
Elmira Heights		Branch		Leased		August 2009
Erwin		Branch		Leased		July 2007
Geneseo		Branch		Owned		—
Geneva		Branch		Owned		—
Geneva		Drive-up Branch		Owned		—
Geneva (Plaza)		Branch		Ground Leased		January 2016
Hammondsport		Branch		Owned		—
Honeoye Falls		Branch		Leased		September 2017
Hornell		Branch		Owned		—
Horseheads		Branch		Leased		October 2012
Lakeville		Branch		Owned		—
Lakewood		Branch		Owned		—
Leroy		Branch		Owned		—
Mount Morris		Branch		Owned		—
Naples		Branch		Owned		—
North Chili		Branch		Owned		—
North Java		Branch		Owned		—
North Warsaw		Branch		Owned		—
Olean		Branch		Owned		—
Olean		Drive-up Branch		Owned		—
Orchard Park		Branch		Ground Leased		January 2019
Ovid		Branch		Owned		—
Pavilion		Branch		Owned		—
Penn Yan		Branch		Owned		—
Salamanca		Branch		Owned		—
Strykersville		Branch		Owned		—
Victor		Branch		Owned		—
Warsaw (220 Liberty Street)		Headquarters		Owned		—
Warsaw (31 North Main Street)		Administrative Offices		Owned		—
Warsaw (55 North Main Street)		Main Office		Owned		—
Waterloo		Branch		Owned		—
Wayland		Branch		Owned		—
Williamsville		Branch		Leased		August 2007
Wyoming		Branch		Leased		June 2007
Yorkshire		Branch		Ground Leased		November 2007

Item 3. Legal Proceedings

From time to time the Company is a party to or otherwise involved in legal proceedings arising in the normal course of business. Management does not believe that there is any pending or threatened proceeding against the Company, which, if determined adversely, would have a material adverse effect on the Company’s business, results of operations or financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2006.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market and Dividend Information

The common stock of FII is traded on the NASDAQ Global Select Market under the symbol of “FISI”. The following chart lists prices per share of actual sales transactions as reported by NASDAQ, as well as the cash dividends declared.

														Cash
														Dividends
		Sales Price Per Share												Per Share
		High				Low				Close				Declared
2006
First Quarter		$	21.17			$	18.16			$	18.89			$	0.08
Second Quarter			20.86				17.43				20.86				0.08
Third Quarter			25.38				19.15				23.36				0.09
Fourth Quarter			24.25				22.07				23.05				0.09
2005
First Quarter		$	24.93			$	18.93			$	19.81			$	0.16
Second Quarter			20.21				17.05				18.02				0.08
Third Quarter			20.76				15.86				18.41				0.08
Fourth Quarter			21.98				15.52				19.62				0.08

FII pays regular quarterly cash dividends on its common stock, and its Board of Directors presently intends to continue the payment of regular quarterly cash dividends, subject to the need for those funds for debt service and other purposes. However, because substantially all of the funds available for the payment of dividends are derived from the Bank, future dividends will depend upon the earnings of the Bank, its financial condition and need for funds. Furthermore, there are a number of federal banking policies and regulations that restrict both FII’s and the Bank’s ability to pay dividends. For further discussion on dividend restrictions, refer to the Part I, Item 1 sections titled “Supervision and Regulation”, “The Company” and “The Bank”, as these restrictions may have the effect of reducing the amount of dividends that FII can declare to its shareholders.

Shareholders

At March 2, 2007, the Company had approximately 1,950 common shareholders and 11,336,730 shares of common stock outstanding (exclusive of treasury shares).

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchases

The table below sets forth the information with respect to purchases made by the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934) of FII common stock during the three months ended December 31, 2006:

														Approximate Dollar
										Total Number of				Value of Shares that
		Total								Shares Purchased as				May Yet Be
		Number of				Average				Part of Publicly				Purchased Under
		Shares				Price Paid				Announced Plans or				the Plans or
Period		Purchased				per Share				Programs				Programs (1)
10/01/06 – 10/31/06			—			$	—				—			$	5,000,000
11/01/06 – 11/30/06			4,351				22.48				4,351				4,902,000
12/01/06 – 12/31/06			1,000	(2)			14.81				—				4,902,000
Total			5,351			$	21.05				4,351			$	4,902,000

Performance Graph

The Stock Performance Graph compares the cumulative total return on FII’s common stock against the cumulative total return of the NASDAQ Composite of U.S. Stocks and the SNL Financial LC (“SNL”) $1 Billion — $5 Billion Bank Index, for the period of December 31, 2001 through December 31, 2006. The graph assumes that $100 was invested on December 31, 2001 in our common stock and the comparison groups and reinvestment of all cash dividends prior to any tax effect.

				Period Ending
	Index			12/31/01					12/31/02					12/31/03					12/31/04					12/31/05					12/31/06
	Financial Institutions, Inc.				100.00					127.95					126.40					107.04					92.23					110.10
	NASDAQ Composite				100.00					68.76					103.67					113.16					115.57					127.58
	SNL $1B-$5B Bank Index				100.00					115.44					156.98					193.74					190.43					220.36

Source : SNL Financial LC, Charlottesville, VA		(434) 977-1600
© 2007		www.snl.com

Item 6. Selected Financial Data

		At December 31:
(Dollars in thousands)		2006				2005				2004				2003				2002
Selected Financial Condition Data
Total assets		$	1,907,552			$	2,022,392			$	2,156,329			$	2,173,732			$	2,105,034
Loans			926,482				992,321				1,252,405				1,340,436				1,314,921
Allowance for loan losses			17,048				20,231				39,186				29,064				21,660
Securities available for sale			735,148				790,855				727,198				604,964				596,862
Securities held to maturity			40,388				42,593				39,317				47,131				47,125
Total liabilities			1,725,164				1,850,635				1,972,042				1,990,629				1,926,740
Deposits			1,617,695				1,717,261				1,818,949				1,818,889				1,708,518
Borrowed funds (1)			87,199				115,199				132,614				154,223				195,441
Total shareholders’ equity			182,388				171,757				184,287				183,103				178,294

		For the years ended December 31:
(Dollars in thousands)		2006				2005				2004				2003				2002
Selected Results of Operations Data
Interest income		$	103,070			$	103,887			$	106,175			$	111,450			$	118,439
Interest expense			43,604				36,395				30,768				35,947				42,577
Net interest income			59,466				67,492				75,407				75,503				75,862
(Credit) provision for loan losses			(1,842	)			28,532				19,676				22,526				6,119
Net interest income after (credit) provision for loan losses			61,308				38,960				55,731				52,977				69,743
Noninterest income			21,911				29,384				22,149				22,570				18,680
Noninterest expense			59,612				65,492				61,767				57,283				49,749
Income from continuing operations before income taxes			23,607				2,852				16,113				18,264				38,674
Income tax expense (benefit) from continuing operations			6,245				(1,766	)			3,170				3,923				12,248
Income from continuing operations			17,362				4,618				12,943				14,341				26,426
Gain (loss) on discontinued operations, net of tax			—				(2,452	)			(450	)			(94	)			30
Net income		$	17,362			$	2,166			$	12,493			$	14,247			$	26,456

Item 6. Selected Financial Data (Continued)

		At or for the years ended December 31:
		2006				2005				2004				2003				2002
Per Common Share Data
Basic:
Income from continuing operations		$	1.40			$	0.28			$	1.02			$	1.15			$	2.25
Net income			1.40				0.06				0.98				1.14				2.26
Diluted:
Income from continuing operations		$	1.40			$	0.28			$	1.02			$	1.14			$	2.22
Net income			1.40				0.06				0.98				1.13				2.23
Cash dividends declared on common stock			0.34				0.40				0.64				0.64				0.58
Book value			14.53				13.60				14.81				14.81				14.46
Tangible book value			11.15				10.19				11.31				11.22				10.74
Market value			23.05				19.62				23.25				28.23				29.36
Selected Financial Ratios
Performance Ratios:
Return on average common equity			10.02	%			0.43	%			6.55	%			7.65	%			17.01	%
Return on average tangible common equity			13.23				0.56				8.57				10.12				23.29
Return on average assets			0.90				0.10				0.57				0.66				1.35
Common dividend payout (2)			24.29				666.67				65.31				56.14				25.66
Net interest margin (3)			3.55				3.65				3.90				3.99				4.40
Efficiency ratio (4)			69.45				70.18				60.41				54.26				49.18
Asset Quality Ratios:
Nonperforming loans to total loans (5)			1.71	%			1.82	%			4.31	%			3.84	%			2.82	%
Nonperforming loans and other real estate to total loans and other real estate (5)			1.84				1.93				4.40				3.89				2.91
Nonperforming assets to total assets (5)			0.89				0.97				2.56				2.40				1.82
Allowance for loan losses to total loans (5)			1.84				2.04				3.13				2.17				1.65
Allowance for loan losses to nonperforming loans (5)			108				112				73				56				58
Net charge-offs to average total loans (5)			0.14				4.27				0.74				1.11				0.30
Capital ratios:
Period end common equity to total assets			8.64	%			7.62	%			7.72	%			7.61	%			7.63	%
Average common equity to average assets			8.17				7.54				7.67				7.74				7.47
Period end tangible common equity to total tangible assets			6.77				5.82				6.01				5.87				5.78
Average tangible common equity to average tangible assets			6.32				5.80				5.97				5.96				5.56
Tier 1 leverage capital			8.91				7.60				7.13				7.03				6.96
Tier 1 risk-based capital			15.85				13.75				11.27				10.18				9.82
Total risk-based capital			17.10				15.01				12.54				11.44				11.08

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

GENERAL

The principal objective of this discussion is to provide an overview of the financial condition and results of operations of the Company during the year ended December 31, 2006 and the preceding two years. This discussion and the tabular presentations should be read in conjunction with the accompanying consolidated financial statements and accompanying notes.

Income. The Company’s results of operations are dependent primarily on net interest income, which is the difference between the income earned on loans and securities and the interest paid on deposits and borrowings. Results of operations are also affected by the (credit) provision for loan losses, service charges on deposits, financial services group fees and commissions, mortgage banking revenues, gain or loss on the sale of securities, gain or loss on sale of loans and other miscellaneous income.

Expenses. The Company’s expenses primarily consist of salaries and employee benefits, occupancy and equipment, supplies and postage, amortization of other intangible assets, computer and data processing, professional fees and services, other miscellaneous expense and income tax expense (benefit). Results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and the actions of regulatory authorities.

OVERVIEW

Net income was $17.4 million, $2.2 million and $12.5 million for 2006, 2005 and 2004, respectively. Diluted earnings per share for the year ended December 31, 2006 was $1.40, compared to $0.06 in 2005 and $0.98 in 2004. The return on average common equity in 2006 was 10.02%, compared to 0.43% in 2005 and 6.55% in 2004. The return on average assets in 2006 was 0.90%, compared to 0.10% in 2005 and 0.57% in 2004.

The primary factor for the improved 2006 results was a $1.8 million credit for loan losses in 2006 compared with a $28.5 million and $19.7 million provision for loan losses in 2005 and 2004, respectively. The Company also reduced noninterest expense by $5.9 million in 2006 compared with 2005. The improved risk profile of the Company’s loan portfolio contributed to the credit for loan losses. Lower noninterest expense resulted from improved operating efficiencies from the consolidation of the Company’s subsidiary banks in December 2005, coupled with a reduction in costs associated with asset quality issues and regulatory matters.

Net interest income, the principal source of the Company’s earnings, was $59.5 million in 2006 down from $67.5 million in 2005 and $75.4 million in 2004. Net interest margin was 3.55%, 3.65% and 3.90% for the years ended December 31, 2006, 2005 and 2004, respectively. The decline in net interest income resulted from lower earning asset levels along with a narrowed net interest margin.

Effective December 3, 2005, the Company merged its subsidiary banks into the New York State-chartered First Tier Bank & Trust (“FTB”), which was then renamed Five Star Bank (“FSB”). The consolidation activities have improved operational efficiencies and have contributed to lower noninterest expense in 2006 when compared with 2005 and 2004. The Company also sold the Burke Group, Inc (“BGI”) subsidiary during 2005 to focus on its core community banking business. The results of BGI have been reported separately as a discontinued operation in the consolidated statements of income and the loss on discontinued operation totaled $2.5 million and $450,000 for 2005 and 2004, respectively. In addition, the Company sold its trust relationships during 2006 and recognized a $1.4 million gain on the sale.

CRITICAL ACCOUNTING POLICIES

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and are consistent with predominant practices in the financial services industry. Application of critical accounting policies, which are those policies that management believes are the most important to the Company’s financial position and results, requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes and are based on information available as of the date of the financial statements. Future changes in information

may affect these estimates, assumptions and judgments, which, in turn, may affect amounts reported in the financial statements.

The Company has numerous accounting policies, of which the most significant are presented in Note 1 of the notes to consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets, liabilities, revenues and expenses are reported in the consolidated financial statements and how those reported amounts are determined. Based on the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has determined that the accounting policies with respect to the allowance for loan losses and goodwill require particularly subjective or complex judgments important to the Company’s financial position and results of operations, and, as such, are considered to be critical accounting policies as discussed below.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of subjective measurements including management’s assessment of the internal risk classifications of loans, changes in the nature of the loan portfolio, industry concentrations and the impact of current local, regional and national economic factors on the quality of the loan portfolio. Changes in these estimates and assumptions are reasonably possible and may have a material impact on the Company’s consolidated financial statements, results of operations or liquidity. For additional discussion related to the Company’s accounting policies for the allowance for loan losses, see the sections titled “Analysis of Allowance for Loan Losses” and “Allocation of Allowance for Loan Losses” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and Note 1 of the notes to consolidated financial statements.

Goodwill

Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” prescribes the accounting for goodwill and intangible assets subsequent to initial recognition. The provisions of SFAS No. 142 discontinue the amortization of goodwill and intangible assets with indefinite lives. Instead, these assets are subject to at least an annual impairment review, and more frequently if certain impairment indicators are in evidence. Changes in the estimates and assumptions used to evaluate impairment may have a material impact on the Company’s consolidated financial statements, results of operations or liquidity. During 2006, 2005 and 2004, the Company evaluated goodwill for impairment using a discounted cash flow analysis and determined no impairment existed. For additional discussion related to the Company’s accounting policy for goodwill and other intangible assets, see Note 1 of the notes to consolidated financial statements.

ANALYSIS OF FINANCIAL CONDITION

Overview

At December 31, 2006 the Company had total assets of $1.908 billion, a decrease of 6% from $2.022 billion at December 31, 2005. Loans at December 31, 2006 were $926.5 million, down $65.8 million, or 6.6%, when compared to $992.3 million at December 31, 2005. The decline in loans was primarily attributed to loan payments outpacing new loan originations and the consequences of the 2005 loan sale. The Company’s strategy is to rebuild a balanced quality loan portfolio, and loan originations slowed due to more stringent underwriting requirements, firm pricing disciplines and a highly competitive marketplace for quality loans. Total deposits amounted to $1.618 billion and $1.717 billion at December 31, 2006 and 2005, respectively. Contributing to the decline in deposits were fewer certificates of deposit, including brokered certificates of deposit, as the Company actively managed to lower the level of these higher cost deposits. Other deposit categories declined from deposit outflows associated with the effects of the 2005 loan sale and from higher-rate competitor products. At December 31, 2006, total borrowed funds and junior subordinated debentures were $87.2 million compared to $115.2 million at December 31, 2005. The Company funded the reduction in borrowings with cash available from the decline in loans experienced in 2006. Book value per common share was $14.53 and $13.60 at December 31,

2006 and 2005, respectively. At December 31, 2006 the Company’s total shareholders’ equity was $182.4 million compared to $171.8 million a year earlier.

Lending Activities

Loan Portfolio Composition

Loans outstanding, excluding loans held for sale and including net unearned income and net deferred fees and costs, are summarized as follows at December 31:

(Dollars in thousands)		2006				2005				2004				2003				2002
Commercial		$	105,806			$	116,444			$	203,178			$	248,313			$	262,630
Commercial real estate			243,966				264,727				343,532				369,712				332,134
Agricultural			56,808				75,018				195,185				235,199				233,769
Residential real estate			268,446				274,487				259,055				246,621				244,927
Consumer and home equity			251,456				261,645				251,455				240,591				241,461
Total loans			926,482				992,321				1,252,405				1,340,436				1,314,921
Allowance for loan losses			(17,048	)			(20,231	)			(39,186	)			(29,064	)			(21,660	)
Total loans, net		$	909,434			$	972,090			$	1,213,219			$	1,311,372			$	1,293,261

Total loans declined 6.6% or $65.8 million to $926.5 million at December 31, 2006 from $992.3 million at December 31, 2005. The decline in loans was primarily attributed to loan payments outpacing new loan originations and the consequences of the 2005 loan sale. The Company’s strategy is to rebuild a balanced quality loan portfolio, and loan originations slowed due to more stringent underwriting requirements, firm pricing disciplines and a highly competitive marketplace for quality loans.

Commercial loans decreased $10.6 million or 9.1%, while commercial real estate loans decreased by $20.8 million or 7.8%. At December 31, 2006, commercial loans totaled $105.8 million, representing 11.4% of total loans, and commercial real estate loans totaled $244.0 million, representing 26.4% of total loans. At December 31, 2006, agricultural loans, which include agricultural real estate loans, totaled $56.8 million or 6.1% of the total loan portfolio, down $18.2 million from 2005. Collectively, commercial-related loans comprised $49.6 million or 75.3% of the decline in total loans.

As of December 31, 2006, residential real estate loans totaled $268.4 million, a $6.1 million or 2.2% decrease from $274.5 million at December 31, 2005. Residential real estate loans represented 29.0% of the total loan portfolio at the end of 2006 compared to 27.7% at the end of 2005. The Company’s residential mortgage volume slowed as a result of the rising interest rate environment and the increasingly competitive marketplace for mortgage loans.

The Company also offers a broad range of consumer loan products. Consumer and home equity lines of credit totaled $251.5 and $261.6 million at December 31, 2006 and 2005, respectively. Consumer and home equity lines of credit represented 27.1% of the total loan portfolio at year-end 2006. The mix in the Company’s consumer portfolio changed during 2006 as the Company focused on expanding its indirect automobile lending program. At December 31, 2006, the Company’s indirect consumer loans were $106.4 million, an increase of $21.2 million or 24.9% from $85.2 million at December 31, 2005. While the Company increased its indirect consumer loan portfolio, declines in consumer direct and home equity lines of credit resulted from an increasingly competitive marketplace and more than offset the increase in indirect consumer loans.

Loans Held for Sale and Commercial-Related Loan Sale Results

During the year ended December 31, 2005, the Company transferred $169.0 million in commercial-related loans to held for sale, at an estimated fair value less costs to sell of $132.3 million. As a result, $36.7 million in commercial-related charge-offs were recorded. Subsequent to the transfer, the Company decided not to proceed with the sale of $613,000 of these commercial-related loans held for sale and returned the loans to portfolio at the lower of cost or fair value. In the second half of 2005, the Company realized a net gain of $9.4 million on the ultimate sale or settlement of commercial-related loans held for sale.

Loans held for sale (not included in the previous loan portfolio composition table) totaled $992,000 at December 31, 2006, all of which were residential real estate loans. Loans held for sale (not included in the previous loan portfolio composition table) totaled $1.3 million as of December 31, 2005, comprised of nonaccruing commercial-related loans (including commercial real estate and agricultural loans) of $577,000 and residential real estate loans of $676,000.

The Company also sells certain qualifying newly originated and refinanced residential real estate mortgages on the secondary market. The sold and serviced residential real estate loan portfolio decreased to $355.2 million at December 31, 2006 from $377.6 million at December 31, 2005. The Company’s residential mortgage volume slowed as a result of the rising interest rate environment and the increasingly competitive marketplace for mortgage loans.

Nonaccruing Loans and Nonperforming Assets

The following table sets forth information regarding nonaccruing loans and other nonperforming assets at December 31:

(Dollars in thousands)		2006				2005				2004				2003				2002
Nonaccruing loans (1)
Commercial		$	2,205			$	4,389			$	20,576			$	12,983			$	12,760
Commercial real estate			4,661				6,985				15,954				11,745				8,407
Agricultural			4,836				2,786				13,165				18,870				8,739
Residential real estate			3,602				3,096				1,733				2,496				1,065
Consumer and home equity			533				505				518				578				915
Total nonaccruing loans			15,837				17,761				51,946				46,672				31,886
Restructured loans			—				—				—				3,069				4,129
Accruing loans 90 days or more delinquent			3				276				2,018				1,709				1,091
Total nonperforming loans			15,840				18,037				53,964				51,450				37,106
Other real estate owned (“ORE”)			1,203				1,099				1,196				653				1,251
Total nonperforming loans and other real estate owned			17,043				19,136				55,160				52,103				38,357
Nonaccruing commercial-related loans held for sale			—				577				—				—				—
Total nonperforming assets		$	17,043			$	19,713			$	55,160			$	52,103			$	38,357
Total nonperforming loans to total loans (2)			1.71	%			1.82	%			4.31	%			3.84	%			2.82	%
Total nonperforming loans and ORE to total loans and ORE (2)			1.84	%			1.93	%			4.40	%			3.89	%			2.91	%
Total nonperforming assets to total assets			0.89	%			0.97	%			2.56	%			2.40	%			1.82	%

Nonperforming loans (excluding nonaccruing commercial-related loans held for sale) decreased to $15.8 million at December 31, 2006 from $18.0 million at December 31, 2005. Nonaccruing commercial-related loans

decreased in 2006 and totaled $11.7 million and $14.2 million at December 31, 2006 and 2005. The Company also experienced declines in accruing loans 90 days or more delinquent and nonaccruing commercial-related loans held for sale during 2006. Offsetting those declines was a $104,000 increase in ORE to $1.2 million at December 31, 2006 compared to $1.1 million at December 31, 2005.

The following table details nonaccruing commercial-related loan activity for the year ended December 31:

(Dollars in thousands)		2006				2005
Nonaccruing commercial-related loans at beginning of year		$	14,160			$	49,695
Additions			12,002				27,839
Payments			(8,783	)			(11,708	)
Charge-offs			(2,075	)			(46,920	)
Returned to accruing status			(2,300	)			(3,745	)
Transferred to other real estate or repossessed assets			(1,302	)			(1,001	)
Nonaccruing commercial-related loans at end of year		$	11,702			$	14,160

During 2006, the Company received $8.8 million in payments on nonaccruing commercial-related loans and $2.3 million of nonaccruing commercial-related loans were returned to accruing status. In addition, the Company charged-off $2.1 million in nonaccruing commercial-related loans during 2006.

Approximately $8.6 million or 54.2% of the $15.8 million in nonaccruing loans at December 31, 2006 are current with respect to payment of principal and interest. Although these loans are current, the Company classified the loans as nonaccruing because reasonable doubt exists with respect to the future collectibility of principal and interest in accordance with the original contractual terms. During the year ended December 31, 2006 the amount of interest income forgone on nonaccruing loans totaled $1.5 million.

Potential problem loans are loans that are currently performing, but information known about possible credit problems of the borrowers causes management to have concern as to the ability of such borrowers to comply with the present loan payment terms and may result in disclosure of such loans as nonperforming at some time in the future. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and/or personal or government guarantees. Management considers loans classified as substandard, which continue to accrue interest, to be potential problem loans. The Company identified $16.2 million and $23.2 million in loans that continued to accrue interest which were classified as substandard as of December 31, 2006 and 2005, respectively.

The following table summarizes loan delinquencies (excluding past due nonaccruing loans) as of December 31:

		2006								2005
						Accruing Loans								Accruing Loans
		60-89				90 Days				60-89				90 Days
(Dollars in thousands)		Days				or More				Days				or More
Commercial		$	7			$	—			$	1,205			$	266
Commercial real estate			30				—				560				9
Agriculture			—				—				25				—
Residential real estate			29				—				412				—
Consumer and home equity			119				3				201				1
		$	185			$	3			$	2,403			$	276

Analysis of Allowance for Loan Losses

The allowance for loan losses represents the estimated amount of probable credit losses inherent in the Company’s loan portfolio. The Company performs periodic, systematic reviews of the Bank’s loan portfolio to estimate probable losses in the respective loan portfolios. In addition, the Company regularly evaluates prevailing economic and business conditions, industry concentrations, changes in the size and characteristics of the portfolio and other pertinent factors. The process used by the Company to determine the overall allowance for loan losses is based on this analysis. Based on this analysis the Company believes the allowance for loan losses is adequate at December 31, 2006.

Assessing the adequacy of the allowance for loan losses involves substantial uncertainties and is based upon management’s evaluation of the amounts required to meet estimated charge-offs in the loan portfolio after weighing various factors. The adequacy of the allowance for loan losses is subject to ongoing management review. While management evaluates currently available information in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution’s allowance for loan losses and carrying amounts of other real estate owned. Such agencies may require the financial institution to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

The following table sets forth an analysis of the activity in the allowance for loan losses for the years ended December 31:

(Dollars in thousands)		2006				2005				2004				2003				2002
Allowance for loan losses at beginning of year		$	20,231			$	39,186			$	29,064			$	21,660			$	19,074
Addition resulting from acquisitions			—				—				—				—				174
Charge-offs (1):
Commercial			1,195				12,980				4,486				8,891				1,771
Commercial real estate			501				15,397				1,779				2,953				944
Agricultural			379				18,543				2,519				1,876				106
Residential real estate			335				104				318				215				98
Consumer and home equity			1,789				2,262				1,695				2,107				1,499
Total charge-offs			4,199				49,286				10,797				16,042				4,418
Recoveries:
Commercial			1,417				864				598				525				210
Commercial real estate			132				280				103				35				69
Agricultural			389				57				39				3				36
Residential real estate			73				11				43				11				67
Consumer and home equity			847				587				460				346				329
Total recoveries			2,858				1,799				1,243				920				711
Net charge-offs			1,341				47,487				9,554				15,122				3,707
(Credit) provision for loan losses			(1,842	)			28,532				19,676				22,526				6,119
Allowance for loan losses at end of year		$	17,048			$	20,231			$	39,186			$	29,064			$	21,660
Ratio of net charge-offs to average loans outstanding during the year			0.14	%			4.27	%			0.74	%			1.11	%			0.30	%
Ratio of allowance for loan losses to total loans (2)			1.84	%			2.04	%			3.13	%			2.17	%			1.65	%
Ratio of allowance for loans losses to nonperforming loans (2)			108	%			112	%			73	%			56	%			58	%

At December 31, 2006, the Company’s allowance for loan losses totaled $17.0 million, a decrease of $3.2 million from the previous year-end. The allowance for loan losses represents the estimated probable losses inherent in the loan portfolio based on the Company’s comprehensive assessment. This assessment resulted in a credit for loan losses of $1.8 million for 2006. The allowance for loan losses as a percentage of total loans was 1.84% and 2.04% at December 31, 2006 and 2005, respectively. The ratio of allowance for loan losses to nonperforming loans decreased to 108% at December 31, 2006 versus 112% at December 31, 2005.

Allocation of Allowance for Loan Losses

The following table sets forth the allocation of the allowance for loan losses by loan category at the dates indicated. The allocation is made for analytical purposes and is not necessarily indicative of the categories in which actual losses may occur. The total allowance is available to absorb losses from any segment of the loan portfolio.

		At December 31:
		2006								2005								2004								2003								2002
		Amount				Percent				Amount				Percent				Amount				Percent				Amount				Percent				Amount				Percent
		of				of Loans				of				of Loans				of				of Loans				of				of Loans				of				of Loans
		Allowance				in Each				Allowance				in Each				Allowance				in Each				Allowance				in Each				Allowance				in Each
		for				Category				for				Category				for				Category				for				Category				for				Category
		Loan				to Total				Loan				to Total				Loan				to Total				Loan				to Total				Loan				to Total
(Dollars in thousands)		Losses				Loans				Losses				Loans				Losses				Loans				Losses				Loans				Losses				Loans
Commercial		$	2,443				11.4	%		$	4,098				11.7	%		$	11,420				16.2	%		$	7,739				18.5	%		$	5,321				20.0	%
Commercial real estate			4,458				26.4				6,564				26.7				9,297				27.4				5,354				27.6				4,725				25.3
Agricultural			1,887				6.1				2,187				7.5				8,197				15.6				6,078				17.6				3,711				17.7
Residential real estate			2,818				29.0				2,019				27.7				1,468				20.7				1,447				18.4				1,414				18.6
Consumer and home equity			3,512				27.1				2,769				26.4				2,122				20.1				2,161				17.9				2,007				18.4
Unallocated			1,930				—				2,594				—				6,682				—				6,285				—				4,482				—
Total		$	17,048				100.0	%		$	20,231				100.0	%		$	39,186				100.0	%		$	29,064				100.0	%		$	21,660				100.0	%