10-Q 1 wc3326.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0 - 12784 WESTBANK CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04-2830731 (State of other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 225 Park Avenue, West Springfield, Massachusetts 01090-0149 (Address of principal executive offices) (Zip Code) (413) 747-1400 (Registrant's telephone number, including area code) 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 [X] NO [ ] Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act. YES [X] NO [ ] Common stock, par value $2.00 per share: 4,763,102 shares outstanding as of July 31, 2005 ================================================================================ WESTBANK CORPORATION AND SUBSIDIARIES INDEX

2 ITEM 1. FINANCIAL STATEMENTS WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to condensed consolidated financial statements. 3 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME

See accompanying notes to condensed consolidated financial statements. 4 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEAR ENDED DECEMBER 31, 2004 AND SIX MONTHS ENDED JUNE 30, 2005

See accompanying notes to condensed consolidated financial statements. * Net of treasury stock CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

See accompanying notes to condensed consolidated financial statements. 5 WESTBANK CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

See accompanying notes to condensed consolidated financial statements. 6 WESTBANK CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) NOTE A - GENERAL INFORMATION Westbank Corporation (the "Corporation") is a Massachusetts-chartered corporation and a registered bank holding company. The Corporation has a wholly-owned bank subsidiary, Westbank, a Massachusetts-chartered commercial bank and trust company (the "Bank"). The Bank has two subsidiaries: Park West Securities Corporation and PWB&T, Inc. (PWB&T). The Corporation is headquartered in West Springfield, Massachusetts. As of June 30, 2005, the Bank had eighteen offices located in Massachusetts and Connecticut that provide a full range of retail banking services to individuals, businesses and nonprofit organizations. The accompanying unaudited condensed consolidated financial statements include the Corporation, the Bank and the Bank's two subsidiaries. All significant intercompany balances and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. NOTE B - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements for the three-month and six-month periods ended June 30, 2005 and 2004 have been prepared in accordance with accounting principles generally accepted in the United States of America ("generally accepted accounting principles"). Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim reports. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts. Actual results could differ significantly from these estimates. For further information, please refer to the Consolidated Financial Statements and footnotes thereto included in the Westbank Corporation Annual Report on Form 10-K for the year ended December 31, 2004. NOTE C - FINANCIAL STATEMENT RECLASSIFICATIONS Certain amounts in the December 31, 2004 and June 30, 2004 financial statements have been reclassified to conform to the June 30, 2005 presentation. The reclassifications consist primarily of changes to the Statement of Cash Flows for the six months ended June 30, 2004. 7 NOTE D - RECENT ACCOUNTING PRONOUNCEMENTS In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 154, "Accounting Changes and Error Corrections - a Replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS No. 154"). SFAS No. 154 requires retrospective application for reporting a change in accounting principle, unless impracticable. The statement clarifies that a reporting entity shall change an accounting principle only if (a) the change is required by a newly issued accounting pronouncement or (b) the entity can justify the use of an allowable alternative accounting principle on the basis that it is preferable. SFAS No. 154 is effective for accounting changes and corrections of errors for fiscal years beginning after December 15, 2005, which is January 1, 2006 for the Corporation. On December 16, 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based Payment", (SFAS No. 123(R)), which is an amendment of FASB Statements Nos. 123 and 95. SFAS No. 123(R) has been deferred to January 1, 2006. The fair-value-based method of expense recognition in SFAS No. 123(R) is similar to the fair-value-based method described in SFAS No. 123 in most respects. The Corporation will be required to adopt SFAS No. 123(R) using the modified prospective method of transition because it had previously adopted the fair-value-based method of expense recognition under SFAS No. 123 on January 1, 2003. Under the modified prospective method, compensation cost is recognized on or after the effective date for the portion of awards for which the requisite service has not yet been rendered. Management is currently evaluating the effect of the adoption of SFAS No. 123(R) but does not expect its adoption to have a material effect on the Corporation's financial condition or results of operations because the service periods for all options granted prior to the Corporation's adoption of SFAS No. 123 have been rendered. For further information regarding the accounting for stock-based compensation, see Note G, "Stock-Based Compensation." At its March 2004 meeting, the Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue No. 03-1, "Meaning of Other-than-Temporary Impairment and Its Application to Certain Investments" ("EITF 03-1"), that prescribes guidance to be used to determine when an investment in debt and equity securities is considered impaired, whether the impairment is other than temporary and the measurement of an impairment loss. The guidance also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment. The effective date for the impairment measurement and recognition guidance of EITF 03-1 has been delayed until the issuance of an FASB Staff Position (FSP) expected to provide additional implementation guidance. On June 29, 2005, the FASB staff decided not to provide additional guidance on the meaning of other-than-temporary impairment but to issue guidance emphasizing other relevant other-than-temporary guidance, such as in SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The staff will issue proposed FSP EITF 03-1-a, under the new title FSP FAS 115-1. FSP 115-1 will replace the guidance set forth in EITF Issue 03-1. FSP 115-1 will clarify that an investor should recognize an impairment loss no later than when the impairment is deemed other-than-temporary, even if a decision to sell has not been made. The final FSP is expected to be issued in August 2005. It will be effective for periods beginning after September 15, 2005. NOTE E - FINANCIAL LETTERS OF CREDIT The Corporation has financial letters of credit that require the Corporation to make payment in the event of the customer's default, as defined in the agreements. The Corporation measures and considers recognition of the fair value of the guarantee obligation at inception. The Corporation estimates the initial fair value of the letters of credit based on the fee received from the customer. The fees collected as of June 30, 2005 were immaterial; therefore, these guarantee obligations are not reflected in the accompanying condensed consolidated financial statements. The maximum potential undiscounted amount of future payments of letters of credit as of June 30, 2005 are approximately $271,000, of which $2,000 will expire in 2005, and $269,000 will expire in 2006. Amounts due under these letters of credit would be reduced by any proceeds that the Corporation would be able to obtain in liquidating the collateral for the loans, which varies depending on the customer. The Corporation has not recorded any contingent liabilities related to these letters of credit. 8 NOTE F - DIRECTORS AND EXECUTIVES SUPPLEMENTAL RETIREMENT PLAN The Westbank Directors and Executives Supplemental Retirement Plan was established in 2001. Under the Supplemental Retirement Plan, the Bank provides post-retirement benefits for non-employee Directors who retire from the Board after reaching age seventy-two (72) and certain executive officers who retire at age sixty-five (65). The retirement benefit is in the amount of seventy-five percent (75%) of the Director's or executive's final compensation at retirement and is payable for the life of the retiree. For the executives, this amount is reduced by fifty percent (50%) of the primary insurance amount from Social Security and any employer-provided qualified retirement plans. The Corporation uses a December 31 measurement date for the plan. The combined cost of the defined benefit portion of the Directors and Executives Supplemental Retirement Plan includes the following components:

The weighted average assumptions utilized to determine the benefit obligation and net benefit cost are as follows: At June 30, 2005 2004 ----------------------------------------------------------- Discount rate 5.75% 6.30% Rate of increase in compensation levels 5.00% 5.00% The Corporation does not expect to contribute to the Directors and Executives Supplemental Retirement Plan in 2005. NOTE G - STOCK-BASED COMPENSATION Restricted Stock Award Plan: On April 21, 2004, Westbank Corporation's stockholders approved the Corporation's adoption of the 2004 Recognition and Retention Plan ("RRP"), which allows the Corporation to grant restricted stock awards ("Awards") to certain officers, employees and outside Directors. The RRP authorized the acquisition of not more than 92,505 shares of common stock on the open market. During 2004, the Board of Directors granted 92,505 shares of restricted stock pursuant to the RRP. Shares generally vest at a rate of 12.5% per year over eight years, with acceleration upon retirement. The aggregate purchase price of all shares acquired by the RRP is reflected as a reduction of stockholders' equity. Compensation expense is being amortized over the eight-year vesting period. For the six-month period ended June 30, 2005, the Corporation, through a Trustee, purchased 53,005 shares of common stock on the open market pursuant to the RRP. These restricted common shares are currently held in trust until vested. On May 25, 2005, 12,005 shares of the award vested and became unrestricted shares of common stock. For the six months ended June 30, 2005, the Corporation recognized compensation expense of $117,000 based on the fair value of the common stock on the grant date. The Corporation currently accelerates compensation cost for retired employees and Directors at the date of retirement. Upon adoption of SFAS No. 123 (R), for any new Awards granted, the Corporation will recognize compensation expense for the period from the date of grant through the date that the employee first becomes eligible for retirement. In some cases, this will result in the recognition of compensation cost over a shorter period than the stated vesting period. Had the Corporation applied the accelerated vesting methodology in SFAS No. 123 (R), additional compensation expense of $9,600 and $3,200 would have been recognized for the three months ended June 30, 2005 and 2004 respectively. For the six months ended June 30, 2005 and 2004, the Corporation would have recognized additional compensation expense totaling $19,300 and $3,200 respectively. 9 NOTE H - EARNINGS PER SHARE Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if certain potentially dilutive common shares were issued during the period. For the three- and six-month periods ended June 30, 2005 and 2004, 8,400 stock options were excluded from the following table because the options' exercise price was greater than the average market price of common shares (antidilutive). The following table sets forth the components of basic and diluted earnings per share:

NOTE I - ACCOUNTING FOR LOAN DISCOUNTS AND PREMIUMS SFAS No. 91, "Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases," calls for recognizing the premiums or discounts associated with a purchase of loans over the average contractual life of the loans. On June 29 2005, the Corporation purchased a loan portfolio at a discount. The Corporation is accounting for the discount in accordance with SFAS No. 91, recognizing the discount over the average contractual life of the loans using the effective interest method, which results in an adjustment of yield (interest income) over the life of the loans. At June 30, 2005, the unamortized discount totaled $480,500. The unamortized discount is reported on the face of the consolidated balance sheet as part of the loan balance. 10 NOTE J - LOAN SALES COMMITMENTS The Corporation generally retains the majority of the loans that it originates. However, on a periodic basis in order to reduce its exposure to interest rate fluctuations, the Corporation sells loans in an effort to manage its interest rate risk. The sales are originated through the use of loan sales commitments. On June 15, 2005, the Corporation entered into a loan sales commitment with an unrelated third party to sell approximately $22,400,000 of loans. At June 30, 2005, the Corporation had $22,305,000 outstanding in loan sales commitments. The $22,305,000 includes a final loan sales commitment of $21,954,000 to the unrelated third party and several smaller loan sales commitments, which make up the remaining $351,000. The $351,000 was committed to be sold before origination and was never included in portfolio. The final loan sales commitment of $21,954,000 consisted of 152 loans and closed on July 20, 2005. Of the total outstanding loan sales commitments, $351,000 represent derivative instruments in accordance with SFAS No. 133, as amended by SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", (collectively referred to as SFAS No. 133). The remaining $21,954,000 does not qualify for derivative treatment under SFAS No. 133. The Corporation designates its derivative loan sales commitments as non-hedging instruments. Under SFAS No. 133, non-hedging derivative instruments are recorded on the balance sheet at fair value with changes in fair value recognized in income. The Corporation recognized no fair value upon inception of these derivative instruments, as they were market-rate transactions. At June 30, 2005, the Corporation calculated the changes in fair value from the period of inception through the period ended June 30, 2005 and concluded that the changes were quantitatively and qualitatively immaterial to the condensed consolidated financial statements. The Corporation has not recorded any liabilities or recognized any income or expense in the accompanying condensed consolidated financial statements associated with any of its outstanding loan sales commitments. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2005 AND 2004 INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS The following forward looking statements are made in accordance with the Private Securities Litigation Reform Act of 1995. The Corporation has made and may make in the future forward-looking statements concerning future performance, including but not limited to future earnings and events or conditions that may affect such future performance. These forward-looking statements are based upon management's expectations and belief concerning possible future developments and the potential effect of such future developments on the Corporation. There is no assurance that such future developments will be in accordance with management's expectations and belief or that the effect of any future developments on the Corporation will be those anticipated by the Corporation's management. All assumptions that form the basis of any forward-looking statements regarding future performance, as well as events or conditions which may affect such future performance, are based on factors that are beyond the Corporation's ability to control or predict with precision, including future market conditions and the behavior of other market participants. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, the following: 1. The status of the economy in general, as well as in the Corporation's primary market areas of western and central Massachusetts, and northeastern Connecticut; 2. The real estate market in western and central Massachusetts, and northeastern Connecticut; 3. Competition in the Corporation's primary market area from other banks, especially in light of continued consolidation in the New England banking industry; 4. Any changes in federal and state bank regulatory requirements; 5. Changes in interest rates; 6. The cost and other effects of unanticipated legal and administrative cases and proceedings, settlements and investigations; 7. Unanticipated changes in laws and regulations, including federal and state banking laws and regulations, to which the Corporation and its subsidiaries are subject; 8. Changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board or any regulatory agency having authority over the Corporation and/or its subsidiaries; and 9. Disruption in general economic conditions due to military or terrorist activity. Forward-looking statements speak only as of the date they were made. While the Corporation periodically reassesses material trends and uncertainties affecting the Corporation's performance in connection with its preparation of management's discussion and analysis of results of operations and financial condition contained in its quarterly and annual reports, the Corporation does not intend to review or revise any particular forward-looking statement. 12 CRITICAL ACCOUNTING POLICIES The accounting and reporting policies of the Corporation are in accordance with generally accepted accounting principles and conform to general practices within the banking industry. In reviewing and understanding financial information for the Corporation, you are encouraged to read and understand the significant accounting policies that are used in preparing the Corporation's consolidated financial statements. These policies are described in Note 1 to the consolidated financial statements in the Corporation's Annual Report on Form 10-K. Certain accounting policies require significant estimates and assumptions that have a material impact on the carrying value of certain assets and liabilities, and these are considered to be critical accounting policies. The estimates and assumptions used are based on historical experience and other factors that we believe reasonable under the circumstances. Actual results could differ significantly from these estimates and assumptions, which could have a material impact on the carrying values of assets and liabilities at the balance sheet dates and on the results of operations for the reporting periods. Management believes that the other-than-temporary impairment analysis, accounting for loans and the allowance for loan losses are the critical accounting policies that require the most significant estimates and assumptions that are particularly susceptible to significant change in the preparation of the consolidated financial statements. OTHER-THAN-TEMPORARY IMPAIRMENT - Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market conditions warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Securities that have experienced an other than temporary decline in value are written down to estimated fair value, establishing a new cost basis with the amount of the write-down expensed as a realized loss. ACCOUNTING FOR LOANS - Interest income on loans is recorded on an accrual basis. Loan origination fees, net of certain direct loan origination costs, are deferred and recognized as income over the life of the related loan as an adjustment to the loan's yield. Non-accrual loans are loans on which the accrual of interest ceases when the collection of principal or interest payments is determined to be doubtful by management. It is the general policy of the Corporation to discontinue the accrual of interest when principal or interest payments are delinquent ninety (90) days, unless the loan principal and interest are determined by management to be fully collectible. Any unpaid amounts previously accrued on these loans are reversed from income. Interest received on a loan in non-accrual status is applied to reduce principal or, if management determines that the principal is collectible, applied to interest on a cash basis. A loan is returned to accrual status after the borrower has brought the loan current and has demonstrated compliance with the loan terms for a sufficient period, and management's doubts concerning collectibility have been removed. The Corporation measures impairment of loans in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting for Impairment of a Loan", as Amended by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures" (collectively "SFAS No. 114"). A loan is recognized as impaired when it is probable that either principal or interest is not collectible in accordance with the terms of the loan agreement. Measurement of impairment for commercial loans is generally based on the present value of expected future cash flows discounted at the loan's effective interest rate. Commercial real estate loans are generally measured based on the fair value of the underlying collateral. If the estimated fair value of the impaired loan is less than the related recorded amount, a specific valuation allowance is established or a write-down is charged against the allowance for loan losses. Smaller balance homogenous loans, including residential real estate and consumer loans, are excluded from the provisions of SFAS No. 114. Generally, income is recorded only on a cash basis for impaired loans. Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses are recognized through a valuation allowance charged to income. At June 30, 2005, there were $21,954,000 of mortgage loans held for sale. ALLOWANCE FOR LOAN LOSSES - The approach the Corporation uses in determining the adequacy of the allowance for loan losses is an exposure method based on the Corporation's loan loss history, among other factors. Quarterly, based on an internal review of the loan portfolio, the Corporation identifies required reserve allocations targeted to specific recognized problem loans that, in the opinion of management, have potential loss exposure or uncertainties relative to the depth of the collateral on these same loans. In addition, the Corporation maintains a formula-based general reserve against the remainder of the loan portfolio, based on the overall mix of the loan portfolio and the loss history of each loan category. The formula-based reserve allocation is calculated by applying loss factors to outstanding loans by category. Loss factors are based on historical loss experience combined with a comparison to a group of peer banks. The amount of the recorded reserve above the minimum of the formula range is based on management's evaluation of relevant factors (e.g., local area economic statistics, credit quality trends, loan concentrations, industry conditions and delinquency levels) and the percentage of loan loss reserves to aggregate loans. 13 The appropriateness of the allowance for loan losses is evaluated quarterly by management. Factors considered in evaluating the appropriateness of the allowance include the size and concentration of the portfolio, previous loss experience, current economic conditions and their effect on borrowers, the financial condition of individual borrowers and the related performance of individual loans in relation to contract terms. The provision for loan losses charged to operating expense is based upon management's judgment of the amount necessary to maintain the allowance at an appropriate level to absorb losses. Management also retains an independent loan review consultant to provide advice on the appropriateness of the loan loss allowance. Loan losses are charged against the allowance for loan losses when management believes the collectibility of the principal is unlikely. At June 30, 2005, the allowance for loan losses totaled $4,462,000, representing 1.04% of total loans and 149.98% of non-performing loans. Please see "Provision and Allowance for Loan Losses" in this Management's Discussion and Analysis for further discussion of the Corporation's methodology in determining the allowance as of June 30, 2005. OVERVIEW - Westbank Corporation (the "Corporation" or "Westbank") is a Massachusetts-chartered corporation and a registered bank holding company. The Corporation has a wholly-owned bank subsidiary, Westbank, a Massachusetts chartered commercial bank and trust company formed in 1962. The Bank has two subsidiaries: Park West Securities Corporation and PWB&T. The Corporation is headquartered in West Springfield, Massachusetts. As of June 30, 2005, the Bank had eighteen offices located in Massachusetts and Connecticut that provide a full range of retail banking services to individuals, businesses and nonprofit organizations. The primary source of Westbank's revenue is income from loans, deposits and fees. The Corporation has experienced growth and increased revenue from its commercial lending and leasing. Westbank Corporation has a growth-oriented strategy focused on shareholder value, expanding its banking franchise, unparalleled service and effective capital management. RECENT DEVELOPMENTS - The Corporation continues to look for ways to increase its deposit base and introduced a 30-month CD during July 2005. This new product is designed to give the depositor increased flexibility at a premium interest rate. The Corporation is planning to relocate its Southwick, Massachusetts, branch. The new branch opening is planned for the first quarter of 2006. The Corporation has formed an alliance with Infinex Financial Group to offer non-deposit investment products at the Bank's branch offices. This new service will provide a full range of investment services, annuities and other insurance products. Management anticipates that the new financial services will increase non-interest income over the next year. COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2005 AND DECEMBER 31, 2004 - Total assets increased by $12,789,000 to $768,336,000 at June 30, 2005 from $755,547,000 at December 31, 2004, primarily due to an increase in loans (including loans held for sale). At June 30, 2005, the Bank had an outstanding loan sales commitment for $21,954,000 for loans in its portfolio. Earning assets increased as a result of an increase in loans of $14,028,000, offset by a decrease in securities and federal funds sold of $2,510,000. As of June 30, 2005 and December 31, 2004, earning assets amounted to $724,975,000 or 94.4% of total assets and $713,457,000 or 94.4% of total assets. Earning assets include a diverse portfolio of earning instruments, including loans and securities issued by federal, state and municipal authorities. These earning assets are financed through a combination of interest-bearing and interest-free sources. Securities decreased by $1,848,000, or 0.7%, to $265,981,000 at June 30, 2005 from $267,829,000 at December 31, 2004, primarily due to regularly scheduled principal payments. Net loans (excluding loans held for sale) decreased by $8,032,000, or 1.8%, to $426,087,000 at June 30, 2005 from $434,119,000 at December 31, 2004. . Commercial real estate and commercial and industrial loans increased by $15,880,000, or 8.4%, to $205,250,000 at June 30, 2005 from $189,370,000 at December 31, 2004. o Residential real estate loans decreased by $24,818,000, or 15.3%, to $137,088,000 at June 30, 2005 from $161,906,000 at December 31, 2004. . Residential real estate loans decreased primarily due to the $21,954,000 of loans transferred to held-for-sale. . Indirect auto loans increased by $2,279,000, or 5.9%, to $41,183,000 at June 30, 2005 from $38,904,000 at December 31, 2004. 14 Total deposits increased by $6,733,000, or 1.1%, to $595,871,000 at June 30, 2005 from $589,138,000 at December 31, 2004. The primary driver for the increase in deposits is NOW accounts, which increased by $19,250,000 or 45% from December 31, 2004 to June 30, 2005. The increase in NOW accounts is primarily attributed to the new capital access account introduced in late 2004. This is a tiered account that allows the depositor increased flexibility to access their funds, while earning premium interest rates. Time deposits also had a marginal increase of 1.6% or $5,378,000 from December 31, 2004 to June 30, 2005. These increases were offset primarily by a decrease in savings and money market accounts of 14.1% or $17,372,000. Stockholders' equity at June 30, 2005 and December 31, 2004 was $48,502,000 and $47,462,000 respectively, which represented 6.31% of total assets as of June 30, 2005 and 6.28% of total assets as of December 31, 2004. The change is primarily comprised of net income of $2,659,000 for the six months ended June 30, 2005, issuance of 33,921 shares of common stock for $466,000, the declaration by the Board of Directors of a dividend of $0.14 per share on January 20, 2005 and April 20, 2005, which aggregated $1,324,000, the net unrealized loss on securities available for sale amounting to $44,000 and amortization of unearned compensation related to the restricted stock award of $117,000. Stockholders' equity also decreased $878,000 due to the purchase of common stock for the restricted stock award plan and increased $44,000 due to the income tax benefit due to the exercise of non-qualified stock options. COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE, 2005 AND JUNE 30, 2004 - GENERAL Net income was $1,248,000, or $0.25 per diluted share, for the quarter ended June 30, 2005 as compared to $1,444,000, or $0.30 per diluted share, for the same period in 2004. Net interest income increased $101,000 to $5,763,000 for the quarter ended June 30, 2005 as compared to $5,662,000 for the same period in 2004. The increase in net interest income was offset by a decrease in non-interest income and an increase in non-interest expense. Income tax expense decreased $84,000 to $597,000 for the quarter ended June 30, 2005 as compared to $681,000 for the quarter ended June 30, 2004. The decrease in income tax expense was attributable to higher non-taxable life insurance proceeds in 2005 as compared to 2004. Non-interest income decreased $64,000 to $902,000 for the quarter ended June 30, 2005 from $966,000 in the same period of 2004. The change in non-interest income reflects a $30,000 increase in ATM and debit card fees, a $19,000 decrease in income generated from service charges on deposit accounts, a $55,000 decrease in mortgage servicing income, a $165,000 decrease on net gains on the sale of securities, a $102,000 increase in the gain on the sale of mortgages, a $38,000 increase in life insurance proceeds and a $5,000 increase in other non-interest income. Non-interest expense was $4,820,000 and $4,503,000 for the quarters ended June 30, 2005 and June 30, 2004 respectively. Salaries and benefits increased by $253,000, while other non-interest expense increased by $44,000 and occupancy increased by $20,000. The increases are a direct result of general additions to staff and the overall growth of the Corporation. In addition, another driver of the increase in salaries and benefits is the recognition of $62,000 in compensation expense related to the restricted stock awards for the three months ended June 30, 2005 compared to $21,000 during the second quarter of 2004. COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004 - GENERAL Net income was $2,659,000 or $0.54 per diluted share for the six months ended June 30, 2005 as compared to $3,029,000 or $0.63 per diluted share for the same period in 2004. Net interest income increased $196,000 to $11,460,000 for the six-month period ended June 30, 2005 as compared to $11,264,000 for the same period in 2004. The increase in net interest income was offset by a decrease in non-interest income and an increase in non-interest expense. Income tax expense decreased $319,000 to $1,038,000 for the six months ended June 30, 2005 as compared to $1,357,000 for the six months ended June 30, 2004. The decrease in income tax expense was attributable to higher non-taxable life insurance proceeds of $290,000 in 2005 as compared to 2004, which lowered the effective tax rate to 28% for the six-month period ended June 30, 2005 as compared to an effective tax rate of 31% for the same period in 2004. Non-interest income decreased $92,000 to $2,119,000 for the six months ended June 30, 2005 from $2,211,000 in the same period of 2004. The change in non-interest income reflects a $42,000 increase in earnings from the Trust Department of the Bank, a $46,000 decrease in income generated from service charges on deposit accounts, a $24,000 decrease in mortgage servicing income, a $131,000 decrease on net gains on the sale of securities, a $262,000 decrease in the gain on the sale of mortgages, a $290,000 increase in life insurance proceeds, a $63,000 increase in ATM and debit card fees and a $24,000 decrease in other non-interest income. 15 Non-interest expense was $9,742,000 and $9,089,000 for the six-month periods ended June 30, 2005 and 2004 respectively. Salaries and benefits increased by $354,000, while other non-interest expense increased by $241,000 and occupancy increased by $58,000. The increases are a direct result of general additions to staff and the overall growth of the Corporation. In addition, another driver of the increase in salaries and benefits is the recognition of $117,000 of compensation expense related to the restricted stock awards during the first six months of 2005 compared to $21,000 during the same period in 2004. NET INTEREST AND DIVIDEND INCOME The Corporation's earning assets include a diverse portfolio of earning instruments ranging from the Corporation's core business of loan extensions to interest-bearing securities issued by federal, state and municipal authorities. These earning assets are financed through a combination of interest-bearing and interest-free sources. Net interest income, the most significant component of earnings, is the amount by which the interest generated by assets exceeds the interest expense on liabilities. For analytical purposes, the interest earned on tax exempt assets is adjusted to a "tax equivalent" basis to recognize the income tax savings which facilitates comparison between taxable and tax exempt assets. The Corporation analyzes its performance by utilizing the concepts of interest rate spread and net yield on earning assets. The interest rate spread represents the difference between the yield on earning assets and interest paid on interest-bearing liabilities. The net yield on earning assets is the difference between the rate of interest on earning assets and the effective rate paid on all funds interest-bearing liabilities, as well as interest-free sources (primarily demand deposits and stockholders' equity). The balances and rates derived for the analysis of net interest income presented on the following pages reflect the consolidated assets and liabilities of the Corporation's principal earning subsidiary, Westbank. The following tables set forth the information relating to the Bank's average balances at, and net interest income for, the three months and six months ended June 30, 2005 and 2004, and reflect the average yield on assets and average cost of liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when real estate loans are prepaid or refinanced. 16

(a) Tax equivalent basis. Interest income on non-taxable investment securities and loans includes the effects of the tax equivalent adjustments using the marginal federal tax rate of 34% in adjusting tax exempt interest income to a fully taxable basis. (b) Average loan balances above include non-accrual loans. When a loan is placed in non-accrual status, interest income is recorded to the extent actually received in cash or is applied to reduce principal. (c) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. (d) Net interest margin represents net interest income (tax equivalent) divided by average interest-earning assets. For the six months ended June 30, 2005, an increase in average earning assets of $30,014,000 or 4.35% and a 5-basis-point decrease in average rate of return resulted in an increase in volume of $831,000 and a decrease in rate of $228,000. An increase in average interest-bearing liabilities of $23,980,000 or 3.97% and a 4-basis-point increase in average rate of interest paid contributed to an increase in volume of $307,000 and an increase in rate of $98,000. 18 The following tables show how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Corporation's interest income and interest expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to: (1) changes in volume (change in volume multiplied by the prior rate), (2) changes in rate (change in rate multiplied by the prior volume), and (3) the net change. The changes attributable to both changes in volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. VOLUME RATE ANALYSIS THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO (Dollar amounts in thousands) THREE MONTHS ENDED JUNE 30, 2004 ----------------------------------------------------------------------- CHANGE DUE TO ------------------------ VOLUME RATE NET CHANGE ----------------------------------------------------------------------- Interest Income: Loans $ 322 $ 173 $ 495 Securities (57) (101) (158) Federal Funds 12 (12) 0 ----------------------------------------------------------------------- Total Interest Earned 277 60 337 ----------------------------------------------------------------------- Interest Expense: Interest-bearing deposits 8 241 249 Other borrowed funds 75 (89) (14) ----------------------------------------------------------------------- Total Interest Expense 83 152 235 ----------------------------------------------------------------------- Change in Net Interest Income $ 194 $ (92) $ 102 ======================================================================= Net interest and dividend income, on a tax-equivalent basis, increased by $102,000 to $5,797,000 for the quarter ended June 30, 2005 as compared to $5,695,000 for the same period in 2004. The net interest margin was 3.23% for the quarter ended June 30, 2005 and 3.25% for the quarter ended June 30, 2004. The yield of interest-earning assets increased 6 basis points to 5.38% for the quarter ended June 30, 2005 from 5.32% for the same period in 2004. The average cost of interest-bearing liabilities increased by 11 basis points to 2.47% for the quarter ended June 30, 2005 from 2.36% for the same period in 2004. VOLUME RATE ANALYSIS SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO (Dollar amounts in thousands) SIX MONTHS ENDED JUNE 30, 2004 ----------------------------------------------------------------------- CHANGE DUE TO ------------------------ VOLUME RATE NET CHANGE ----------------------------------------------------------------------- Interest Income: Loans $ 419 $ 63 $ 482 Securities 413 (288) 125 Federal Funds (1) (3) (4) ----------------------------------------------------------------------- Total Interest Earned 831 (228) 603 ----------------------------------------------------------------------- Interest Expense: Interest-bearing deposits 161 311 472 Other borrowed funds 146 (213) (67) ----------------------------------------------------------------------- Total Interest Expense 307 98 405 ----------------------------------------------------------------------- Change in Net Interest Income $ 524 $ (326) $ 198 ======================================================================= Net interest and dividend income, on a tax-equivalent basis, increased by $198,000 to $11,527,000 for the six months ended June 30, 2005 as compared to $11,329,000 for the same period in 2004. The net interest margin was 3.21% for the six months ended June 30, 2005 as compared to 3.29% for the same period in 2004. The decrease in the net interest margin was the result of the decline of interest earned to earning assets. The yield of interest-earning assets decreased 5 basis points to 5.31% for the six months ended June 30, 2005 from 5.36% for the same period in 2004. The average cost of interest-bearing liabilities increased by 4 basis points to 2.41% for the six months ended June 30, 2005 from 2.37% for the same period in 2004. 19 PROVISION FOR LOAN LOSSES For the quarters ended June 30, 2005 and 2004, the Bank provided no provision for loan losses. For the quarters ended June 30, 2005 and 2004, recoveries totaled $6,000 and $1,000 and charge-offs totaled $25,000 and $68,000 respectively. For the six-month periods ended June 30, 2005 and 2004, the Bank provided $140,000 and no provision for loan losses, respectively. For the six-month periods ended June 30, 2005 and 2004, recoveries totaled $20,000 and $14,000 and charge-offs totaled $54,000 and $215,000 respectively. The allowance was $4,462,000 or 1.04% of total loans at June 30, 2005 as compared to $4,356,000 or 0.99% of total loans at December 31, 2004. The provision for loan losses brings the Bank's allowance for loan losses to a level determined appropriate by management. Non-performing loans increased $840,000 to $2,975,000 at June 30, 2005, or 0.69% of total loans, as compared to $2,135,000 or 0.49% of total loans at December 31, 2004, primarily due to the recognition of a commercial loan as non-performing. The increase in non-performing loans is primarily the result of one commercial loan relationship transferred to non-performing status. Management anticipates the non-performing commercial loan to be paid in full during the second half of 2005. The percentage of non-performing and past due loans compared to total assets at June 30, 2005 and December 31, 2004 amounted to 0.39% and 0.28% respectively. The financial outlook for the commercial loan customer that had its loan classified as impaired at March 31, 2005 has improved. Accordingly, that loan has been removed from impaired status at June 30, 2005. INTEREST RATE SENSITIVITY The following table sets forth the distribution of the repricing of the Corporation's earning assets and interest-bearing liabilities as of June 30, 2005, the interest rate sensitivity gap (i.e. interest rate sensitive assets less interest rate sensitive liabilities), the cumulative interest rate sensitivity gap, the interest rate sensitivity gap ratio and the cumulative interest rate sensitivity gap ratio. The table also sets forth the time periods in which earning assets and interest-bearing liabilities will mature or may reprice in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest rate movements on the net interest margin since the repricing of various categories of assets and liabilities is subject to competitive pressures and the needs of the Banks customers. In addition, various assets and liabilities indicated as repricing within the same period may, in fact, reprice at different times within such period and at different rates.

The presentation of a run-off and repricing of savings accounts and NOW accounts is based on the Corporation's historical experience with $8,697,000 and $6,207,000, respectively, included in the three-month to one-year category and the remainder placed in the one- to five-year category of the interest-bearing liabilities. Westbank seeks to manage the mix of asset and liability maturities to control the effect of changes in the general level of interest rates on net interest income. Except for its effect on the general level of interest rates, inflation does not have a material impact on Westbank's earnings due to the rate of variability and short-term maturities of its earning assets. 20 PROVISION AND ALLOWANCE FOR LOAN LOSSES

The approach the Corporation uses in determining the adequacy of the allowance for loan losses is an exposure method based on the Corporation's loan loss history, among other factors. Quarterly, based on an internal review of the loan portfolio, the Corporation identifies required reserve allocations targeted to specific recognized problem loans that, in the opinion of management, have potential loss exposure or uncertainties relative to the depth of the collateral on these same loans. In addition, the Corporation maintains a formula-based general reserve against the remainder of the loan portfolio, based on the overall mix of the loan portfolio and the loss history of each loan category. The formula reserve allocation is calculated by applying loss factors to outstanding loans by category. Loss factors are based on historical loss experience combined with a comparison to a group of peer banks. The amount of the recorded reserve above the minimum of the formula range is based on management's evaluation of relevant factors (e.g. local area economic statistics, credit quality trends, loan concentrations, industry conditions and delinquency levels) and the percentage of loan loss reserves to aggregate loans. The Corporation measures impairment of loans in accordance with SFAS No. 114, "Accounting for Impairment of a Loan as Amended by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures" (collectively SFAS No. 114). A loan is recognized as impaired when it is probable that either principal or interest is not collectible in accordance with the terms of the loan agreement. Measurement of impairment for commercial loans is generally based on the present value of expected future cash flows discounted at the loan's effective interest rate. Commercial real estate loans are generally measured based on the fair value of the underlying collateral. If the estimated fair value of the impaired loan is less than the related recorded amount, a specific valuation allowance is established or a write-down is charged against the allowance for loan losses. Smaller balance homogenous loans, including residential real estate and consumer loans, are excluded from the provisions of SFAS No. 114. Generally, income is recorded only on a cash basis for impaired loans. 21 The general reserve allocation incorporates general business and economic conditions, credit quality trends, loan concentrations, industry conditions within portfolio segments and overall delinquency levels. The allowance for loan losses is increased by provisions charged against current earnings. Loan losses are charged against the allowance when management believes that the collectibility of the loan principal is unlikely. Recoveries on loans previously charged off are credited to the allowance. Management believes that the allowance for loan losses is appropriate. While management uses available information to assess possible losses on loans, future adjustments to the allowance may be necessary based on changes in non-performing loans, changes in economic conditions or for other reasons. Any future adjustments to the allowance would be recognized in the period in which they were determined to be necessary. In addition, various regulatory agencies periodically review the Corporation's allowance for loan losses as an integral part of their examination process. Such agencies may require the Corporation to recognize adjustments to the allowance, based on judgements different from those of management. Management also retains an independent loan review consultant to provide advice on the appropriateness of the loan loss allowance. For the quarters ended June 30, 2005 and 2004, the Bank made no additions to the allowance for loan losses. For the quarters ended June 30, 2005 and 2004, recoveries totaled $6,000 and $1,000, and charge-offs totaled $25,000 and $68,000 respectively. At June 30, 2005, management believes the allowance for loan losses is appropriate based on the stable economic conditions in the Bank's overall market. Credit quality and delinquency trends are showing a slight improvement over earlier in the year and management considers the loan portfolio to have a manageable level of risk. NON-ACCRUAL, PAST DUE AND NON-PERFORMING LOANS

Non-performing loans increased $840,000 to $2,975,000 at June 30, 2005, or 0.69% of total loans, as compared to $2,135,000 or 0.49% of total loans at December 31, 2004, primarily due to the recognition of a commercial loan as non-performing. The increase in non-performing loans is primarily the result of one commercial loan relationship transferred to non-performing status. Management anticipates the non-performing commercial loan to be paid in full during the second half of 2005. The financial outlook for the commercial loan customer that had its loan classified as impaired at March 31, 2005 has improved. Accordingly, the loan has been removed from impaired status at June 30, 2005. 22 LIQUIDITY Liquidity refers to the Corporation's ability to generate adequate amounts of cash to fund loan originations, security purchases, deposit withdrawals, and fund dividends on the Corporation's common stock and the amounts payable to Westbank Capital Trust II and III. The Corporation's primary sources of liquidity are principal and interest payments on loans and investment securities, as well deposits and sales of available-for-sale securities and mortgage loans. Loan repayments and maturing investments are a relatively predictable source of funds, while deposit flows and mortgage prepayments are greatly influenced by interest rates and local and general economic factors. In addition, the Corporation has significant borrowing capacity to fund its liquidity needs. The majority of borrowings to date have consisted primarily of advances from the Federal Home Loan Bank of Boston (FHLB), of which the Bank is a member. Under the terms of the collateral agreement with the FHLB, the Bank pledges residential mortgage loans and mortgage-backed securities, as well as the Bank's stock in the FHLB, as collateral for such transactions. During the second quarter of 2005, the Corporation increased its utilization of borrowings and increased its use of deposits as a source of funds. The average balance of borrowings for the second quarters of 2005 and 2004 were $125,329,000 and $115,404,000 respectively. The primary source of funds for the payment of dividends by the Corporation is dividends paid to the Corporation by the Bank. The Corporation has not used any off-balance-sheet financing arrangements for liquidity purposes. Liquidity management requires close scrutiny of the mix and maturity of deposits, borrowings and short-term investments. Cash and due from banks, federal funds sold, investment securities and mortgage-backed securities available for sale, as compared to deposits and borrowings, are used by the Corporation to compute its liquidity on a daily basis. The Corporation's liquidity position is monitored by the Asset/Liability Committee, based on policies approved by the Board of Directors. The Committee meets regularly to review and direct the Bank's investment, lending and deposit-gathering activities. At June 30, 2005, the Corporation maintained cash balances, short-term investments and investments available for sale totaling $164,028,000, representing 21.35% of total assets, versus $168,559,000 or 22.31% of total assets at December 31, 2004. Management of the Corporation believes that its current liquidity is sufficient to meet current and anticipated funding and operating needs. 23 The following table summarizes the Corporation's contractual obligations as well as commitments to fund loans:

At June 30, 2005, the Corporation had certificates of deposit maturing within the next 12 months amounting to $214,263,000. Based on historical experience, the Corporation anticipates that a significant portion of the maturing certificates of deposit will be renewed with the Corporation. On September 20, 2004, the Corporation completed a private placement of an aggregate of $17,000,000 of trust preferred securities through two newly-formed Delaware trust affiliates, Westbank Capital Trust II ("Trust II") and Westbank Capital Trust III ("Trust III") (collectively, "the Trusts"), as part of a pooled transaction with several other financial institutions. As part of this transaction, the Corporation issued an aggregate principal amount of $8,763,000 of floating rate junior subordinated deferrable interest debentures to Trust II, which debentures bear an interest rate that resets quarterly at 3-month LIBOR plus 2.19% and an aggregate principal amount of $8,763,000 of fixed/floating rate junior subordinated deferrable interest to Trust III, which debentures bear an initial interest rate of 5.98% until December 2009, at which time they will be reset quarterly at 3-month LIBOR plus 2.19%. These debentures were each issued pursuant to the terms of an indenture dated September 20, 2004 between the Corporation and Wilmington Trust Corporation. The debentures obligate the Corporation to pay interest on their principal sum quarterly in arrears on March 20, June 20, September 20 and December 20 of each year. As long as the Corporation is current in its interest payments, it has the right to defer payments of principal on the debentures by extending the interest payment period on the debentures for up to 20 consecutive quarterly periods. The debentures mature on September 20, 2034 but may be redeemed by the Corporation, in whole or in part, beginning on September 20, 2009, or in whole within 120 days of the occurrence of certain special redemption events. Special redemption events relate to the regulatory capital treatment of the issuances, the Trusts not being deemed investment companies and the non-occurrence of certain tax events. The proceeds were used to redeem the security issued by Westbank Capital Trust I. 24 REGULATORY CAPITAL At June 30, 2005, the Corporation exceeded each of the applicable regulatory capital requirements. As of June 30, 2005, the most recent notification from the Federal Deposit Insurance Corporation (the "FDIC") categorized the Bank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized", the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank's category. The Corporation's and the Bank's actual capital ratios as of June 30, 2005 are also presented in the following table.

The primary source of funds for payments of dividends by the Corporation are dividends paid to the Corporation by the Bank. Bank regulatory authorities generally restrict the amounts available for payments of dividends if the effect thereof would cause the capital of the Bank to be reduced below applicable capital requirements. These restrictions, thus, indirectly affect the Corporation's ability to pay dividends. OFF-BALANCE-SHEET ARRANGEMENTS The Corporation does not have any off-balance-sheet arrangements that have or are reasonable likely to have a current or future effect on the Corporation's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. The Corporation's primary financial instruments with off-balance-sheet risk are limited to loan servicing for others, obligations to fund loans to customers pursuant to existing commitments and commitments to sell mortgage loans through loan sales agreements. For more information on loan sales agreements, see Note J, "Loan Sales Commitments." 25 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in the Corporation's assessment of its sensitivity to market risk since its presentation in the 2004 Annual Report filed on Form 10-K with the Securities and Exchange Commission. ITEM 4. CONTROLS AND PROCEDURES As of the end of the period covered by this report, management of the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's principal executive officer and principal financial officer, of the effectiveness of the Corporation's disclosure controls and procedures. Based on this evaluation, the Corporation's principal executive officer and principal financial officer concluded that the Corporation's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to the Corporation's management, including the Corporation's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that the design of the Corporation's disclosure controls and procedures is based in part upon certain reasonable assumptions about the likelihood of future events, and there can be no reasonable assurance that any design of disclosure controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. The Corporation's principal executive and financial officers have concluded that the Corporation's disclosure controls and procedures are, in fact, effective at a reasonable assurance level. There have been no changes in the Corporation's internal control over financial reporting (to the extent that elements of internal control over financial reporting are subsumed within disclosure controls and procedures) identified in connection with the evaluation described in the above paragraph that occurred during the Corporation's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting. 26 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings Certain litigation is pending against the Corporation and its subsidiaries. Management, after consultation with legal counsel, does not anticipate that any liability arising out of such litigation will have a material affect on the Corporation's Financial Statements. ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds Share Repurchase Plan - During the fourth quarter of 2003, the Board of Directors approved a new stock repurchase program of up to 5% of the Corporation's stock. The value of the 5% stock of the Corporation at the time of the announcement was approximately $3,800,000. There have been no repurchases of the Corporation's common stock during the three months ended June 30, 2005. ITEM 3. Defaults Upon Senior Securities - None ITEM 4. Submission of Matters to a Vote of Security Holders The Corporation held its Annual Meeting of Shareholders on April 20, 2005. At the Annual Meeting, the shareholders of the Corporation took the following actions: a. Elected Mark A. Beauregard, Robert J. Perlak and James E. Tremble to serve until the 2008 Annual Meeting of Shareholders. The voting results for the election of Directors were as follows: Name For Withheld ------------------ --------- -------- Mark A. Beauregard 4,005,205 40,313 Robert J. Perlak 4,009,664 35,854 James E. Tremble 3,999,972 45,546 ITEM 5. Other Information - None ITEM 6. Exhibits 3. Articles of Organization and By-Laws, as amended * (a) Articles of Organization, as amended * (b) By-Laws, as amended * 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) 31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) 32.1 Certification of Chief Executive Officer, pursuant to Section 1350 32.2 Certification of Chief Financial Officer, pursuant to Section 1350 * Incorporated by reference to identically numbered exhibits contained in Registrant's Annual Report on Form 10-K for the year ended December 31, 1988. 27 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized. WESTBANK CORPORATION Date: August 5, 2005 /s/ Donald R. Chase ------------------------------------- Donald R. Chase President and Chief Executive Officer Date: August 5, 2005 /s/ John M. Lilly ------------------------------------- John M. Lilly Treasurer and Chief Financial Officer 28

WESTBANK CORP 10-Q