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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2004

OR

For the transition period from              to             

Commission file number 0-23565

EASTERN VIRGINIA BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (804) 443-8423

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $2 Par Value

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 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 the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2004 was approximately $92,330,205.

The number of shares of the registrant’s Common Stock outstanding as of March 2, 2005 was 4,885,951.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2004 Annual Report to Shareholders are incorporated by reference into Part I and Part II, and portions of the 2005 definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held April 21, 2005 are incorporated by reference into Part III.

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EASTERN VIRGINIA BANKSHARES, INC.

FORM 10-K

For the Year Ended December 31, 2004

INDEX

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PART I

Item 1. Business

General

Eastern Virginia Bankshares, Inc. (the “Company” or “EVB”) is a bank holding company that was organized and chartered under the laws of the Commonwealth of Virginia on September 5, 1997 and commenced operations on December 29, 1997. The Company conducts its primary operations through three wholly owned subsidiaries, Southside Bank, Bank of Northumberland, Inc. and Hanover Bank. Bank of Northumberland, Inc. and Southside Bank were chartered as state banks under the laws of the Commonwealth of Virginia in 1910. Hanover Bank was chartered as a state bank in 2000.

The Company’s primary activity is retail banking. Through its bank subsidiaries the Company provides full service banking including commercial and consumer demand and time deposit accounts, real estate, commercial and consumer loans, Visa and MasterCard revolving credit accounts, drive-in banking services, automated teller machine transactions, internet banking and wire transfer services. With 21 branches at year end 2004, the banks serve diverse markets that primarily are in the counties of Caroline, Essex, Gloucester, Hanover, King and Queen, King William, Middlesex, Richmond, Northumberland, Southampton, Surry and Sussex, Virginia. Ancillary services provided by the banks to its customers include travelers’ checks, safe deposit box rentals and other customary bank services. The largest majority of the Company’s revenue comes from retail banking in the form of interest earned on loans and investment securities and fees related to deposit services.

The banks jointly own EVB Financial Services, Inc., which in turn has 100% ownership of EVB Insurance, Inc., and EVB Investments, Inc. EVB Investments Inc., has a 5.15% ownership in Bankers Investment Group, LLC, which it uses as a brokerage firm for the investment services it provides. EVB Financial Services, Inc. also has a 75% ownership interest in EVB Title, LLC and a 50% ownership interest in EVB Mortgage, Inc. EVB Title, LLC sells title insurance, while EVB Insurance, Inc. has invested in a limited liability company, Virginia Bankers Insurance Center, LLC, which acts as a broker for insurance sales for its member banks. Bank of Northumberland has an ownership interest in Bankers Title, LLC, which provides title insurance services. EVB Mortgage, Inc. was chartered in the first quarter of 2004 and began conducting business in the third quarter of 2004. EVB also owns 100% of EV Statutory Trust I that was setup for the sole purpose of Trust Preferred Debt issuance. The financial position and operating results of all of these subsidiaries are not significant to the Company as a whole and are not considered principal activities of the Company at this time.

The Company maintains an internet website at www.evb.org, which contains information relating to it and its business. The Company makes available free of charge through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these documents as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the Securities and Exchange Commission. Copies of the Company’s Audit Committee Charter, Nominating Committee Charter and Code of Conduct are available upon written request to the Company’s Corporate Secretary.

Employees

As of December 31, 2004, the Company and its subsidiary banks employed 283 full-time equivalent employees. EVB’s success is highly dependent on its ability to attract and retain qualified employees. Competition for employees is intense in the financial services industry. The Company believes it has been successful in its efforts to recruit qualified employees, but there is no assurance that it will continue to be successful in the future. None of the Company’s employees are subject to collective bargaining agreements. EVB believes relations with its employees are excellent.

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Competition

EVB faces significant competition for loans and deposits at a level based on the particular market. Competition for loans comes primarily from commercial banks and mortgage banking subsidiaries of both regional and community banks. Based on June 30, 2004 data published by the Federal Deposit Insurance Corporation, the most recent date for which such data is available, EVB held the largest deposit share among its competitors in Northumberland, Essex, Middlesex and Surry Counties. EVB also had a strong deposit share in King William, Southampton and Sussex Counties, and a rapidly growing deposit base in Hanover and Gloucester Counties. The Company’s primary competition is other community banks in Caroline, Essex, King William, Lancaster and Northampton Counties, while it competes with both community banks and large regional banks in Hanover, Gloucester, Middlesex, Caroline, Southampton, Surry and Sussex Counties.

The Company’s deposit market share by county as of the latest available regulatory reports is:

Credit Policies

Most loans on EVB’s balance sheet are originated by one of the Company’s subsidiary banks – Southside Bank, Bank of Northumberland, Inc., or Hanover Bank. The remainder of loans in the Company’s portfolio are from external participations purchased from other community banks or from loans purchased through EVB Mortgage, both of which must meet the same qualifications as those loans originated in the banks. For purposes of the discussion that follows, the banks will be collectively referred to as EVB.

The principal risk associated with each of the categories of loans in EVB’s portfolio is the creditworthiness of its borrowers. Within each category, such risk is increased or decreased, depending on prevailing economic conditions. In an effort to manage the risk, EVB’s policy gives loan amount approval limits to individual loan officers based on their position and level of experience. The risk associated with real estate mortgage loans, commercial loans and consumer loans varies based on employment levels, consumer confidence, fluctuations in the value of real estate and other conditions that affect the ability of borrowers to repay indebtedness. The risk associated with real estate construction loans varies based on the supply and demand for the type of real estate under construction.

EVB has written policies and procedures to help manage credit risk. The Company utilizes a loan review process that includes formulation of portfolio management strategy, guidelines for underwriting standards and risk assessment, procedures for ongoing identification and management of credit deterioration, and regular independent third party portfolio reviews to establish loss exposure and to ascertain compliance with policies.

Each bank uses a Management Loan Committee, a Directors Loan Committee and, for larger loans, the Board of Directors to approve loans. The individual bank’s Chief Credit Officer is responsible for reporting to the Directors

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Loan Committee monthly on the activities of the Management Loan Committee and on the status of various delinquent and non-performing loans. The Directors Loan Committee also reviews lending policies proposed by management. EVB’s corporate Board of Directors establishes the total lending limit for the banks on a combined basis.

Loan Originations

Residential real estate loan originations come primarily from walk-in customers, real estate brokers and builders, and through referrals from EVB Mortgage. Loans generated and purchased from EVB Mortgage are referred to the banks for those loans that meet EVB’s underwriting guidelines. Commercial real estate loan originations are obtained through broker referrals, direct solicitation of developers and continued business from current customers. An EVB loan officer as part of the application process reviews all loan applications. Information is obtained concerning the income, financial condition, and employment and credit history of the applicant. If commercial real estate is involved, information is also obtained concerning cash flow available for debt service. Loan quality is analyzed based on EVB’s experience and credit underwriting guidelines as well as the guidelines used by an external loan review firm, depending on the type of loan involved. Independent appraisers who have been pre-approved by meeting the requirement of providing a current and valid license certification appraise real estate collateral.

In the normal course of business, EVB makes various commitments and incurs certain contingent liabilities that are disclosed but not reflected in its annual financial statements including commitments to extend credit. At December 31, 2004, commitments to extend credit totaled $65.3 million.

Construction Lending

EVB makes local construction loans, primarily residential, and land acquisition and development loans. Residential houses under construction and the underlying land for which the loan was obtained secure construction loans. At December 31, 2004, construction, land acquisition and land development loans outstanding were $23.7 million, or 4.6% of total loans. These loans are concentrated in EVB’s local markets. The average life of a construction loan is less than one year. Because the interest rate charged on these loans usually floats with the market, they help EVB in managing its interest rate risk. Construction lending entails significant additional risks, compared with residential mortgage lending. Construction loans often involve larger loan balances concentrated with single borrowers or groups of related borrowers. Another risk involved in construction lending is attributable to the fact that loan funds are advanced upon the security of the land or home under construction, where the value is estimated prior to the completion of construction. Thus, it is more difficult to evaluate accurately the total loan funds required to complete a project and related loan-to-value ratios. To mitigate the risks associated with construction lending, EVB generally limits loan amounts to 80% of appraised value in addition to analyzing the creditworthiness of its borrowers. The Company also obtains a first lien on the property as security for its construction loans and typically requires personal guarantees from the borrower’s principal owners.

Commercial Business Loans

Commercial business loans generally have a higher degree of risk than residential mortgage loans, but have higher yields. To manage these risks, EVB generally obtains appropriate collateral and personal guarantees from the borrower’s principal owners and monitors the financial condition of its business borrowers. Residential mortgage loans generally are made on the basis of the borrower’s ability to make repayment from its employment and other income and are secured by real estate whose value tends to be readily ascertainable. In contrast, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business and are secured by business assets, such as commercial real estate, accounts receivable, equipment and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, the collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much precision as residential real estate. EVB has a loan review and monitoring process to regularly assess the repayment ability of commercial borrowers. At December 31, 2004, commercial loans totaled $46.6 million, or 9.1% of the total loan portfolio.

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Commercial Real Estate Lending

Various types of commercial real estate in EVB’s market area includes commercial buildings and offices, recreational facilities, small shopping centers and churches, and other secure commercial real estate loans. At December 31, 2004, commercial real estate loans totaled $131.6 million, or 25.7% of EVB’s total loans. In its underwriting of commercial real estate, EVB may lend up to 80% of the secured property’s appraised value. Commercial real estate lending entails significant additional risk, compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the payment experience on loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or in the economy generally. EVB’s commercial real estate loan underwriting criteria requires an examination of debt service coverage ratios, the borrower’s creditworthiness and prior credit history and reputation, and EVB typically requires personal guarantees or endorsements of the borrowers’ principal owners. In addition, EVB carefully evaluates the location of the security property.

One-to-Four-Family Residential Real Estate Lending

Residential one-to-four family mortgage loans comprise EVB’s total largest loan category. At December 31, 2004, this category of mortgage loans accounted for $252.9 million, or 49.3% of EVB’s total loan portfolio. Security for the majority of EVB’s residential lending is in the form of owner occupied one-to-four-family dwellings. $100.2 million of the residential real estate portfolio are adjustable rate loans, primarily 3 year Adjustable Rate Mortgages.

All residential mortgage loans originated by EVB contain a “due-on-sale” clause providing that the bank may declare the unpaid principal balance due and payable upon sale or transfer of the mortgaged premises. In connection with residential real estate loans, the banks require title insurance, hazard insurance and if required, flood insurance. The banks do not require escrows for real estate taxes and insurance.

Consumer Lending

EVB offers various secured and unsecured consumer loans, including unsecured personal loans and lines of credit, automobile loans, boat loans, deposit account loans, installment and demand loans, credit cards, and home equity lines of credit and loans. At December 31, 2004, EVB had consumer loans, net of unearned interest, of $57.7 million or 11.3% of total loans. Such loans are generally made to customers with whom the Company has a pre-existing relationship. EVB currently originates all of its consumer loans in its geographic market area. Most of the consumer loans are issued based on a fixed rate.

Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured, such as lines of credit, or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. Such loans may also give rise to claims and defenses by a consumer borrower against an assignee of collateral securing the loan such as EVB, and a borrower may be able to assert against such assignee claims and defenses that it has against the seller of the underlying collateral. Consumer loan delinquencies often increase over time as the loans age.

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The underwriting standards employed by EVB to mitigate the risk for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes an analysis of the value of the security in relation to the proposed loan amount.

Supervision and Regulation

The Company is subject to regulation under the Bank Holding Company Act of 1956 (BHCA) and the examination and reporting requirements of the Board of Governors of the Federal Reserve System. Under the BHCA, a bank holding company may not acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any bank or merge or consolidate with another bank holding company without the prior approval of the Federal Reserve Board. The BHCA generally limits the activities of a bank holding company and its subsidiaries to that of banking, managing or controlling banks, or any other activity that is determined to be so closely related to banking or to managing or controlling banks that an exception is allowed for those activities. The Company is also a registered bank holding company under the bank holding company laws of the Commonwealth of Virginia. Accordingly, the Company is also subject to regulation and supervision by the State Corporation Commission of Virginia.

As state-chartered banks, each of EVB’s three bank subsidiaries is subject to regulation, supervision and examination by the Virginia State Corporation Commission through its Bureau of Financial Institutions. All three bank subsidiaries are members of the Federal Reserve System and subject to regulation, supervision and examination by the Federal Reserve Bank of Richmond. Federal and State laws also govern the activities in which the banks may engage regarding the investments that they may make and the aggregate amount of loans that may be granted to one borrower. The Company is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended, including the filing of quarterly, annual and other periodic reports with the Securities and Exchange Commission (the SEC).

There are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the Federal Deposit Insurance Corporation (“FDIC”) insurance funds in the event that the depository institution is insolvent or in danger of becoming insolvent. For example, under the policy of the Federal Reserve Board with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit resources and to support such institutions in circumstances where it might not do so absent such policy. In addition, the “cross-guarantee” provisions of federal law require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated by either the Savings Association Insurance Fund or the Bank Insurance Fund as a result of the default of a commonly controlled insured depository institution in danger of default. The FDIC may decline to enforce the cross-guarantee provision if it determines that a waiver is in the best interests of the deposit insurance funds. The FDIC’s claim for reimbursement under the cross-guarantee provisions is superior to claims of shareholders of the insured depository institution or its holding company, but is subordinate to claims of depositors, secured creditors and nonaffiliated holders of subordinated debt of the commonly controlled insured depository institutions.

Federal law permits bank holding companies from any state to acquire banks and bank holding companies located in any other state, subject to certain conditions, including nationwide and state imposed concentration limits. Banks are also able to branch across state lines, provided certain conditions are met, including that applicable state laws expressly permit such interstate branching. Virginia has adopted legislation that permits branching across state lines, provided there is reciprocity with the state in which the out-of-state bank is located. After a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under the applicable federal or state law.

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Dividends

Earnings of the Company’s banking subsidiaries are impacted by general economic conditions, legislative changes, and management policies. The majority of the Company’s revenue from which dividends may be paid is from dividends paid by the banks to the Company. Bank dividends are subject to regulatory requirements limiting dividends to current year earnings plus net retained earnings for the prior two years, unless otherwise approved by regulatory authorities. As of 2004 year end, Southside Bank had $9.6 million, Bank of Northumberland $3.3 million, and Hanover Bank $738 thousand of retained income, free of restriction for payment of dividends. The Company maintains a policy that each of its banks is to maintain capital sufficient to be categorized as well-capitalized under banking regulations and to meet its desired lending limit requirements and to fund anticipated growth. Due to the Company having strong liquidity it was not necessary for the banks to pay a dividend in 2004 although the Company paid dividends to shareholders of over $2.9 million.

Capital

Banking regulatory agencies have issued risk-based and leverage capital guidelines applicable to banking organizations which they supervise. Under the risk-based capital guidelines of the federal regulatory agencies, the Company and the Banks are required to maintain a minimum ratio of total capital to risk-weighted assets of at least 8% and a minimum Tier 1 capital to risk-weighted assets of at least 4%. At least half of total capital is required to be composed of common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles and other adjustments (Tier 1 capital). The remainder (Tier 2 capital) may consist of a limited amount of subordinated debt and other qualifying debt (including certain hybrid capital instruments), and a limited amount of the loan loss reserve. As of December 31, 2004, each of the three subsidiary banks were well capitalized under the regulatory guidelines of the FDIC. The Company’s capital is discussed in greater detail under the caption Capital Resources in Item 7 of Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 19 to the Financial Statements under the caption Regulatory Matters, and those Notes are incorporated by reference herein.

The risk-based capital guidelines of the federal regulatory agencies explicitly identify concentrations of credit risk and the risk arising from non-traditional activities, as well as an institution’s ability to manage these risks, as important factors to be taken into account by the agencies in assessing an institution’s overall capital adequacy. The capital guidelines also provide that an institution’s exposure to a decline in the economic value of its capital due to changes in interest rates be considered by the agency as a factor in evaluating a banking organization’s capital adequacy.

The Company and its subsidiary banks are also subject to certain other recent federal laws which directly impact operations of the Company:

USA Patriot Act

The USA Patriot Act became effective in October 2001 and provides for the facilitation of information sharing among governmental entities and financial institutions for the purpose of combating terrorism and money laundering. Among other provisions, the USA Patriot Act permits financial institutions, upon providing notice to the United States Treasury, to share information with one another in order to better identify and report to the federal government concerning activities that may involve money laundering or terrorists’ activities. The USA Patriot Act is considered a significant banking law in terms of information disclosure regarding certain customer transactions. Although it does create a reporting obligation, EVB does not expect the USA Patriot Act to materially effect its products, services or other business activities.

The Federal Bureau of Investigation (“FBI”) has sent, and will send, our banking regulatory agencies lists of the

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names of persons suspected of terrorist activities. The Banks have been requested, and will be requested, to search their records for any relationships or transactions with persons on those lists. If the Banks find any relationship or transactions, they must file a suspicious activity report and contact the FBI. The Office of Foreign Assets Control (“OFAC”), which is a division of the Department of the Treasury, is responsible for helping to ensure that United States entities do not engage in transactions with “enemies” of the United States, as defined by various Executive Orders and Acts of Congress. OFAC has sent, and will send, our banking regulatory agencies lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts. If the Banks find a name on any account, or wire transfer that is on an OFAC list, they must freeze such account, file a suspicious activity report and notify the FBI.

Gramm-Leach-Bliley Act of 1999 (“GLBA”)

The GLBA implemented major changes to the statutory framework for providing banking and other financial services in the United States. The Act covers a broad range of issues, including the repeal of most of the restrictions on affiliations among depository institutions, securities firms and insurance companies. The Act repeals sections of 20 and 32 of the Glass-Stegall Act, thus permitting unrestricted affiliations between banks and securities firms. The Act also permits bank holding companies to elect to become financial holding companies. A financial holding company may engage in or acquire companies that engage in a broad range of financial services, including securities activities such as underwriting, dealing, brokerage, investment and merchant banking, insurance underwriting, sales and brokerage activities.

The Act provides that the states continue to have the authority to regulate insurance activities, but prohibits the states in most instances from preventing or significantly interfering with the ability of a bank, directly or through an affiliate, to engage in insurance sales, solicitations or cross-marketing activities. Although the states generally must regulate bank insurance activities in a nondiscriminatory manner, the states may continue to adopt and enforce rules that specifically regulate bank insurance activities in certain areas identified in the Act. The Act adopts a system of functional regulation under which the Federal Reserve Board is confirmed as the umbrella regulator for financial holding companies, but financial holding company affiliates are to be principally regulated by functional regulators such as the FDIC for state nonmember bank affiliates, the SEC for securities affiliates and state insurance regulators for insurance affiliates.

To become eligible for these activities, a bank holding company must qualify as a financial holding company. In order to become a financial holding company, the bank holding company and all of its affiliated depository institutions must be well-capitalized, well-managed, and have at least a satisfactory Community Reinvestment Act rating. In addition, the bank holding company must file with the Federal Reserve a declaration of its intention to become a financial holding company. While EVB satisfies these requirements, the Company has not found sufficient reason to elect to be treated as a financial holding company under the GLBA.

Bank Secrecy Act

The GLBA and the Bank Secrecy Act contain extensive customer privacy protection provisions. Under these provisions, a financial institution must provide to it customers, at the inception of the customer relationship and annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information. The Act provides that, except for certain limited exceptions, an institution may not provide such personal information to unaffiliated third parties unless the institution discloses to its customer that such information may be so provided and the customer is given the opportunity to opt out of such disclosure. An institution may not disclose to a non-affiliated third party, other than to a consumer reporting agency, customer account numbers or other similar account identifiers for marketing purposes. The Act also provides that the states may adopt customer privacy protections that are stricter than those contained in the Act. The Act also makes a criminal offense, except in limited circumstances, obtaining or attempting to obtain customer information of a financial nature by fraudulent or deceptive means.

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Community Reinvestment Act

The Company’s Southside Bank affiliate is subject to the requirements of the Community Reinvestment Act (“CRA”). The CRA imposes on financial institutions an affirmative and ongoing obligation to meet the credit needs of their local communities, including low and moderate-income neighborhoods, consistent with the safe and sound operation of those institutions. A financial institution’s efforts in meeting community credit needs are currently evaluated as part of the examination process pursuant to twelve assessment factors. These factors are considered in evaluating mergers, acquisitions and applications to open a branch or facility.

Sarbanes-Oxley Act of 2002 (“SOX”)

During the fiscal year 2004, the Company was directly impacted by Section 404 of the Sarbanes-Oxley Act of 2002, which has as its purpose the improvement of corporate governance and reporting. The Act calls for accelerated filers to comply by December 31, 2004 while non-accelerated filers have until December 31, 2005. Those who have a market capitalization greater than $75 million are considered accelerated filers and EVB falls into this category. The major part of SOX is Section 404 which requires companies to provide a report on their internal controls over financial reporting. This internal control report must (1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and (2) contain an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting. This assessment of internal controls over financial reporting requires management to maintain evidential matter, including documentation, to support its assessment. Section 404 also requires an Attestation Report from the issuer’s registered public accounting firm. The Company believes it is fully complying with the Sarbanes-Oxley Act of 2002. See Item 9A below for more information.

Item 2. Properties

The Company’s principal executive offices are located at 330 Hospital Road, Tappahannock, Virginia 22560 where a 15,632 square foot corporate headquarters and operations center was opened in July 2003. The three subsidiary banks own 18 full service branch buildings including the land on which 17 of those buildings are located and two remote drive-in facilities. Three branch office buildings are leased at current market rates. Northumberland and Middlesex Counties each are the home to three of the branches. Gloucester County and King William County are home to two branch offices as is Essex County which also houses the Southside Bank loan administration center and the corporate/operations center. Hanover County houses four branch offices (three of which are leased) while Caroline County, Lancaster County, Southampton County, Surry County and Sussex County each have one full service branch office. Southampton County and Sussex County also have stand-alone drive-in/automated teller machine locations, and Sussex County has a vacant 6,143 square foot operations center. All properties are in good condition. The land on which the Middlesex County office is located is under long-term lease.

Southside Bank opened its 13^th branch along Rt. 360 at Central Garage in King William County in December 2004 on land that was purchased in 2002. The facility includes a building of 5,775 square feet situated on land totaling 1.56 acres. The total cost of this facility was $1.4 million. Southside Bank has a lease agreement for an office on Glenn’s Corner in Gloucester County that is projected to open in the second half of 2005. The future branch location contains extra office space that has been utilized by the Company since November 2004.

Item 3. Legal Proceedings

EVB and its subsidiaries are not aware of any material pending or threatened litigation, unasserted claims and/or assessments. The only litigation in which EVB and its subsidiaries are involved is collection suits involving delinquent loan accounts in the normal course of business which management estimates will not have a material impact on the financial condition of the Company.

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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 2004.

Executive Officers of the Registrant

Following are the persons who are currently executive officers of EVB, their ages as of December 31, 2004, their current titles and positions held during the last five years:

W. Rand Cook, 51, is the Chairman of the Board of Directors of EVB, serving since 2001, and has been a member of the Board since the Company’s inception in December 1997. He was a director of Hanover Bank from its inception in 2000 until 2002. He was a director of Southside Bank from 1996 to 2000. He is an attorney in Hanover County, VA.

F. L. Garrett, III, 65, has been Vice Chairman of the Board of Directors of EVB since the Company’s inception in December 1997. Mr. Garrett is also Chairman of the Board of Directors of Southside Bank of which he has been a member since 1982. He is a realtor in Essex County, VA

William E. Martin, Jr., 55, is Senior Vice President of EVB. Mr. Martin has served as the President and Chief Executive Officer of Hanover Bank since it began operations in 2000. Prior to joining Hanover Bank, he was Vice President and senior corporate loan underwriter at First Union National Bank.

Lewis R. Reynolds, 54, is Senior Vice President of EVB. Mr. Reynolds has served as the President and Chief Executive Officer of Bank of Northumberland since 1991.

Joe A. Shearin, 48, is the President and Chief Executive Officer of EVB and its subsidiary Southside Bank. Mr. Shearin has served as President of Southside Bank since 2001 and as President and Chief Executive Officer of EVB since 2002. Prior to that time, he was Senior Vice President/City Executive of BB&T for three years, and Executive Vice President of First Federal Savings Bank for three years prior to joining BB&T.

Joseph H. James, 50, is Senior Vice President and Chief Operations Officer of EVB. Mr. James joined EVB in 2000. He served as Senior Vice President in the Operations Division of SunTrust Banks during the five years prior to joining EVB.

Ronald L. Blevins, 60, is Senior Vice President and Chief Financial Officer of EVB. Mr. Blevins joined EVB in 2000. He served as President of Betron International, while contemporaneously providing regulatory and financial reporting consulting services to EVB from 1997 until joining EVB. He was a business owner from 1994 to 1997 and was a Senior Vice President with NationsBank and predecessors from 1980 to 1994.

J. Lloyd Railey, 54, is Senior Vice President and Risk Management Officer of EVB. He was Chief Financial Officer of Southside Bank from 2001 to 2002 when he was transferred to EVB. He was President of B&L Professional Services, Inc., providing banks with project management and other consultative services during 2000 and 2001. He had previously served as Information Systems Manager for Citizens and Farmers Bank from 1998 to 2000.

PART II

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

The information titled “Common Stock Performance and Dividends” set forth on the last page of the 2004 Annual Report to Shareholders is incorporated herein by reference and is filed herewith as Exhibit 13.1.

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Dividend Policy

The Company’s future dividend policy is subject to the discretion of the board of directors and will depend upon a number of factors, including future consolidated earnings, financial condition, liquidity and capital requirements of the Company and Hanover Bank, Bank of Northumberland, Inc. and Southside Bank, applicable governmental regulations and policies and other factors deemed relevant by the board of directors.

The Company’s ability to distribute cash dividends will depend primarily on the abilities of its subsidiary banks to pay dividends to the Company. As state member banks, the subsidiary banks are subject to certain restrictions imposed by the reserve and capital requirements of federal and Virginia banking statutes and regulations. Furthermore, neither the Company nor any of the banks may declare or pay a cash dividend on any capital stock if it is insolvent or if the payment of the dividend would render it insolvent or unable to pay its obligations as they become due in the ordinary course of business. For additional information on these limitations, see “Supervision and Regulation - Dividends” in Item 1 above.

Purchases of Equity Securities

The repurchase and retirement of shares is part of a Board of Directors authorization in January 2001, to repurchase up to 300,000 shares of the Company’s common stock. That authorization was subsequently revised to a limit of not more than 60,000 shares per calendar quarter and again revised in November 2003 to a maximum of 5% of the outstanding shares per calendar year. A total of 133,383 shares have been repurchased under this Board authorized Plan that was publicly announced on January 31, 2001. The maximum number of shares that were available for repurchase under this Plan in 2004 was 243,340 and the actual number of shares repurchased was 2,245.

The Company did not repurchase any shares of common stock during the fourth quarter of 2004.

Item 6. Selected Financial Data

The information set forth on page 2 of the 2004 Annual Report to Shareholders is incorporated herein by reference and is filed herewith as Exhibit 13.2.

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

Management’s discussion and analysis is intended to assist the reader in evaluating and understanding the consolidated results of operations and financial condition of Eastern Virginia Bankshares, Inc. The following analysis provides information about the major components of the results of operations, financial condition, liquidity and capital resources of Eastern Virginia Bankshares and attempts to identify trends and material changes that occurred during the reporting periods. The discussion should be read in conjunction with Selected Financial Data (Item 6. above) and the Consolidated Financial Statements and Notes to Consolidated Financial Statements (Item 8 below).

Forward Looking Statements

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as “the Company expects,” the Company believes” or words of similar import. Such forward-looking statements involve known and unknown risks including, but not limited to:

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Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

CRITICAL ACCOUNTING POLICIES

General

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. For example, we use historical loss factors as one factor in determining the inherent loss that may be present in our loan portfolio. Actual losses could differ substantially from the historical factors that we use. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

Allowance for Loan Losses

The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting: (i) Statement of Financial Accounting Standards Number 5, Accounting for Contingencies, which requires that losses be accrued when they are probable of occurring and estimable and (ii) SFAS 114, Accounting by Creditors for Impairment of a Loan, which requires that losses be accrued based on the differences between the value of the collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

The Company evaluates loans individually for impairment that are non-performing, such as loans on nonaccrual, loans past due 90 days or more, restructured loans and other loans selected by management as required by SFAS No. 114. The evaluations are based upon discounted expected cash flows or collateral valuations. If the evaluation shows that a loan is individually impaired, then a specific reserve is established for the amount of the impairment. If a loan evaluated individually is not impaired, then the loan is assessed for impairment under SFAS No. 5.

For loans without individual measures of impairment, the Company makes estimates of losses for groups of loans as required by SFAS No. 5. Loans are grouped by similar characteristics, including the type of loan, the assigned loan grade and general collateral type. A loss rate reflecting the expected loss inherent in a group of loans is derived based upon historical loss rates for each loan type, the predominant collateral type for the group and the terms of the loan. The resulting estimate of losses for groups of loans are adjusted for relevant environmental factors and other conditions of the portfolio of loans including: borrower or industry concentrations; levels and trends in delinquencies, charge-offs and recoveries; changes in risk selection; level of experience, ability and depth of lending staff; and national and economic conditions.

The amounts of estimated losses for loans individually evaluated for impairment and groups of loans are added

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together for a total estimate of loan losses. The estimate of losses is compared to the allowance for loan losses of the Company as of the evaluation date and, if the estimate of losses is greater that the allowance, an additional provision to the allowance would be made. If the estimate of losses is less than the allowance, the degree to which the allowance exceeds the estimate is evaluated to determine whether a reduction to the allowance would be necessary. While management uses the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the valuations. Such adjustments would be made in the relevant period and may be material to the Consolidated Financial Statements.

Executive Overview

Eastern Virginia Bankshares (EVB) reported record net income and earnings per share for the year ended December 31, 2004 as it received a full year of benefits from a new branch office opened in the first quarter of 2003 and three branches purchased from BB&T/First Virginia Bank-Hampton Roads in September, 2003. The Company had net income of $7.24 million, or $1.49 per share on a basic and $1.48 per share on a diluted basis, up 2.3% from $7.08 million or $1.46 per share on both a basic and diluted basis for 2003. Return on average assets (ROA) for 2004 was 1.05% compared to 1.21% in the prior year, and the return on average equity (ROE) was 12.42% for 2004 compared to 12.96% in 2003. Core earnings continued to improve as net interest income increased by 12.0% and noninterest income increased 16.3% from the prior year, but this was largely offset by a 21.4% increase in noninterest expenses.

Just as the Company received the benefit from the loan and deposit growth generated by the new branch office and the three purchased branches in 2003, it also endured a full year of expenses related to staffing for salaries and benefits, depreciation of the acquired assets, and amortization of core deposit premium paid on the deposits acquired. These branches accounted for nearly half of the overall increase in noninterest expense. Another primary contributor to the increase in noninterest expenses was the Company’s constant focus on growing the internal infrastructure to provide a solid base for future growth through both the normal course of business and possible future acquisitions. EVB started a re-engineering plan in late 2002 to gain “Best Practices” among its three bank subsidiaries. Prior to the re-engineering plan, each bank, and in some cases each branch, had entirely different procedures for processing transactions at the bank level. Each bank also had its own separate Human Resources department, Accounting department, and Bond Portfolio management. The three banks were brought together to discuss each transaction that occurs in the branch to come up with the best procedure among them, which EVB refers to as “Best Practices”. The Company spent considerable time in 2003 and early 2004 completing these “Best Practices” and also consolidating the individual departments listed above. This was considered Phase I of the re-engineering plan in which the Company spent approximately $800 thousand in Consulting Fees.

EVB spent the second half of 2004 focused on complying with the requirements of the Sarbanes-Oxley Act of 2002 (SOX) with respect to internal controls over financial reporting. The Company devoted its available internal resources, as well as using external expertise, to ensure it was in compliance with SOX by the mandatory deadline of December 31, 2004. The legislation of SOX has had a significant impact on all publicly traded companies and the hard dollar cost of compliance has had a significant impact to the Company’s 2004 earnings with estimates of $300 thousand spent in consulting fees, $100 thousand in overtime pay, and another $100 thousand in salaries and benefits of hiring several additional staff members to meet stricter internal control documentation requirements. EVB had not anticipated the cost of SOX compliance as being this great in its 2004 forecast. The compliance with the requirements of SOX also delayed Phase II of the re-engineering plan that was anticipated to begin in late 2004. Phase II consists of the final consolidation of remaining back office functions such as Loan Operations, Branch Operations and Credit Review that are still separate departments at each of the three bank subsidiaries. The Company does not expect Phase II to have the same impact on internal resources as SOX, but it is expected that the first half of 2005 will continue to have heavy concentration on internal initiatives. Phase II of the re-engineering plan is the final phase and is expected to be complete in the third quarter of 2005 with estimated costs of $300 thousand related to consulting fees.

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As Phase II becomes complete, the Company believes that it will have an even stronger foundation and will have capitalized on all the opportunities for internal operating efficiencies. Due to the impact of Phase II of the re-engineering plan and the needed internal focus for completion, the Company is expecting moderate growth in 2005. The completion of the re-engineering plan in 2005 sets the pace for an exciting 2006. EVB anticipates shifting its internal focus to company wide growth in late 2005 and into 2006.

Results of Operations

The table below lists the Company’s quarterly performance for the years ended December 31, 2004 and 2003.

SUMMARY OF FINANCIAL RESULTS BY QUARTER

Net Interest Income

Net interest income represents the Company’s gross profit margin and is defined as the difference between interest income and interest expense. For comparative purposes, income from tax-exempt securities is adjusted to a tax-equivalent basis using the federal statutory tax rate of 34%. Tax-exempt securities income is further adjusted by the TEFRA adjustment for the disallowance as a deduction of a portion of total interest expense related to the ratio of average tax-exempt securities to average total assets. This adjustment results in tax-exempt income and yields being presented on a basis comparable with income and yields from fully taxable earning assets. Net interest margin represents the Company’s net interest income divided by average earning assets. Changes in the volume and mix of earning assets and interest bearing liabilities, as well as their respective yields and rates, have a significant impact on the level of net interest income. The “Average Balances, Income and Expense, Yields and Rates” table presents average balances, related interest income and expense, and average yield/cost data for each of the past three years. The “Volume and Rate Analysis” that follows reflects changes in interest income and interest expense resulting from changes in average volume and average rates.

The following table shows interest income on earning assets and related average yields, as well as interest expense on interest-bearing liabilities and related average rates paid, for the periods indicated.

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Average Balance, Income and Expense, Yields and Rates (1)

Notes:

Tax-equivalent net interest income increased 11.7% in 2004 to $29.8 million from $26.7 million in 2003. Average earning asset growth of 15.1% produced $3.5 million of increased interest income, and $348 thousand of increased interest expense, or 3.3%, were the primary factors in the increase in net interest income. The Company had a net interest margin of 4.67% for 2004, a fourteen basis point decrease from 4.81% in 2003. Yield on earning assets decreased 34 basis points to 6.35% in 2004 from 6.69% in 2003, while the cost of interest-bearing funds decreased

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25 basis points from 2.23% in 2003 to 1.98% in 2004. The yield on earning assets decrease exceeding the decrease in cost of funds caused the fourteen basis point decrease in net interest margin. EVB’s net interest margin steadily decreased during the first three quarters of 2004, but increased four basis points over the third quarter’s net interest margin to 4.69% for the fourth quarter of 2004.

Average earning asset growth of 15.1% resulted from increases in average loans outstanding of 15.7% and average securities of 18.0% and a decrease in average federal funds sold of 50.3%. Growth in average earning assets of $84.0 million was funded by average deposit growth of $68.0 million and an increase in average borrowings of $8.9 million. In 2003, net interest income on a tax equivalent basis increased 16.3% to $26.7 million from $23.0 million in 2002. Average earning asset growth of 15.7% was the primary factor in the increase in net interest income and in producing a net interest margin of 4.81%, a three basis point increase from 4.78% in 2002.

Volume and Rate Analysis (1)

Notes:

Interest Sensitivity

EVB’s primary goals in interest rate risk management are to minimize negative fluctuations in net interest margin as a percentage of earning assets and to increase the dollar amount of net interest income at a growth rate consistent with the growth rate of total assets. These goals are accomplished by managing the interest sensitivity gap, which is the difference between interest sensitive assets and interest sensitive liabilities in a specific time interval. Interest sensitivity gap is managed by balancing the volume of floating rate liabilities with a similar volume of floating rate assets, by keeping the average maturity of fixed rate asset and liability contracts reasonably consistent and short, and by routinely adjusting pricing to market conditions on a regular basis.

The Company generally strives to maintain a position flexible enough to move to equality between rate-sensitive assets and rate-sensitive liabilities, which may be desirable when there are wide and frequent fluctuations in

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interest rates. Matching the amount of assets and liabilities maturing in the same time interval helps to hedge interest rate risk and to minimize the impact on net interest income in periods of rising or falling interest rates. When an unacceptable positive gap within a one year time frame occurs, maturities can be extended by selling shorter term investments and purchasing longer maturities. When an unacceptable negative gap occurs, variable rate loans can be increased and more investment in shorter term investments can be made. Interest rate gaps are managed through investments, loan pricing and deposit pricing. Management of the interest rate gap has become much more challenging in the current environment when many depositors have chosen to move funds from certificates of deposit with a maturity of greater than one year to non-maturity interest-bearing savings, money market and NOW accounts. While this customer change in deposit preference favorably impacts the current interest rate margin, it creates a liability sensitive balance sheet, as more liabilities are subject to short-term interest rate increases than the amount of assets subject to the same short-term increases.

Noninterest Income

Noninterest income increased by $640 thousand or 16.2% from $3.9 million in 2003 to $4.6 million in 2004. Service charges on deposit accounts, the largest source of noninterest income, increased $461 thousand or 19.2% from $2.4 million in 2003 to $2.9 million in 2004. Other operating income increased $49 thousand or 3.6% from $1.37 million in 2003 to $1.42 million in 2004. Other operating income includes a $235 thousand increase in bank owned life insurance, which was a new balance sheet category in the second half of 2003, and $36 thousand of income from EVB Mortgage, which was a joint venture entered into during the first quarter of 2004 with Southern Trust Mortgage. The $36 thousand of income was related to the loan volume generated in the third quarter, but the income wasn’t recognized until the fourth quarter of 2004. Realized gain on sale of securities increased $130 thousand to $303 thousand from $173 thousand in the prior year.

Noninterest income increased $792 thousand or 25.1% from 2002 to 2003, attributable to a $303 thousand increase in service charges on deposits, a $409 thousand increase in other operating income, and an $80 thousand increase in realized gain on sale of securities.

The following table shows the components of noninterest income for the periods indicated.

Noninterest Income:

Noninterest Expense

Total noninterest expense increased $3.9 million or 21.4% from $18.5 million in 2003 to $22.4 million in 2004. Salaries and benefits accounted for $2.7 million of the increase, increasing 27.3% to $12.7 million in 2004 compared to $10.0 million in 2003. The increase in salaries and benefits was the result of additions to staff related to the opening of the new Gloucester Point office that opened in late first quarter 2003 and the acquisition of three new offices divested by BB&T/First Virginia Bank-Hampton Roads in the fourth quarter of 2003. EVB had a full year impact in 2004 for staff additions at these branches. In addition, several staff members were added to comply with internal control compliance related to SOX and to add additional infrastructure to position the Company for future growth. Other personnel expenses included a $341 thousand or 56.8% increase in pension expense related to adding the Hanover Bank subsidiary and the staff of the three branches acquired in September 2003 to the pension plan, a $204 thousand or 26.6% increase in employee medical insurance, and normal increases in salaries and other benefits. The total number of officers and staff increased by 39 or 16.0% to 283 at year end 2004, compared to 244 at year end 2003.

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Net occupancy and equipment expense increased $614 thousand or 23.1% to $3.3 million for 2004, from $2.7 million in 2003. The primary contributor to the increase was related to a full year of expenses for the three branches purchased from the BB&T/First Virginia Bank-Hampton Roads divesture. They accounted for $402 thousand of the overall increase in net occupancy and equipment expense. Other operating expenses increased $611 thousand or 10.6% to $6.4 million in 2004 from $5.8 million in 2003. Primary contributors to this expense increase were $210 thousand of amortization of core deposit premium related to the acquisition of $66 million of deposits as part of the branch offices purchased from the BB&T/First Virginia Bank-Hampton Roads divesture, data processing fees of $160 thousand related to enterprise licensing fees associated with technology growth, and $82 thousand in telephone expense and $54 thousand in courier expense related to the four new branch offices opened and acquired in 2003. EVB spent approximately $300 thousand in consultant fees related to complying with the Sarbanes-Oxley Act of 2002 while budgeting only $100 thousand. The cost of complying with “SOX” was significant to the company and it is estimated that the reoccurring annual cost will be $100 thousand to maintain compliance.

Noninterest expense increased $3.9 million or 26.6% from $14.6 million in 2002 to $18.5 million in 2003. Salaries and benefits increased $1.9 million to $10.0 million in 2003 compared to $8.1 million in 2002. The increase in salaries and benefits was the result of additions to staff related to the opening of the Gloucester Point office and the acquisition of three new offices divested by BB&T/First Virginia Bank-Hampton Roads, $207 thousand increase in pension expense, $90 thousand increase in employee medical insurance, and normal increases in salaries and other benefits. Net occupancy and equipment expense increased $789 thousand or 42.2% to $2.7 million in 2003, from $1.9 million in 2002. Primary contributors to the increase in occupancy expense included $208 thousand from the four new branch offices, $205 thousand from the Corporate/Operations Center including the data center move expense, and $165 thousand in main frame computer depreciation. Other operating expenses increased $1.2 million or 25.0% to $5.8 million in 2003 from $4.6 million in 2002. Primary contributors to this expense increase were consultant fees up $335 thousand to $804 thousand as the Company focused on a re-engineering process; directors’ fees up $182 thousand including $151 thousand related to a stock grant to directors, printing and supplies expense up $145 thousand from expenses of establishing four new branch offices, Virginia bank franchise tax up $101 thousand related to the Company’s growth, and $70 thousand amortization of core deposit premium related to the acquisition of $66 million of deposits as part of the branch offices purchased from BB&T/First Virginia Bank-Hampton Roads.

The following table shows the components of noninterest expense for the periods indicated.

Noninterest Expense:

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Income Taxes

Income tax expense in 2004 increased $78 thousand to $2.63 million, up from $2.55 million in 2003 and $2.55 million in 2002. Income tax expense corresponds to an effective rate of 26.7 %, 26.5 % and 27.7 % for the three years ended December 31, 2004, 2003, and 2002, respectively. The 20 basis point increase in effective tax rate resulted from decreased income on tax exempt securities from 2003 to 2004.

Note 9 to the Consolidated Financial Statements provides a reconciliation between the amount of income tax expense computed using the federal statutory income tax rate and EVB’s actual income tax expense. Also included in Note 9 to the Consolidated Financial Statements is information regarding deferred taxes for 2004 and 2003. That Note (which is in Item 8 below) is incorporated by reference into this section of Management’s Discussion and Analysis.

Loan Portfolio

Loans, net of unearned income, increased to $512.6 million at December 31, 2004, up $25.7 million or 5.3% from $486.8 million at year-end 2003. The real estate loan portfolio increased by $37.3 million while the remainder of the loan portfolio decreased by $11.5 million. The primary contributor to low loan growth is the fact that EVB’s top loan officers spent a better part of the year focusing on Sarbanes-Oxley compliance. Each of the loan officers had an integral part in documenting, reviewing, and approving the internal controls in Loan Operations. This impact on loan growth was and is expected to be only temporary as the Company surpasses the initial implementation requirements of SOX. At year-end 2003, loans, net of unearned income, were $486.8 million, up $87.6 million or 22.0% from $399.1 million at year-end 2002. Loan growth in 2003 was primarily in the real estate portfolio which provided $82.0 million of the $87.6 million increase.

The following table shows the composition of the loan portfolio for the periods indicated.

Remaining Maturities of Selected Loans

Year Ended December 31, 2004

(in thousands)

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