JSB Financial, Inc., through Jamaica Savings Bank, provides a full range of banking products and services in the New York City area. The Bank conducts its business through 13 full service branch offices, 10 of which are located in the New York City borough of Queens, one in the borough of Manhattan, and one each in suburban Nassau and Suffolk counties. JSB Financial's assets at year-end 1998 exceeded $1.5 billion. Jamaica Savings was organized in 1866 as a New York state chartered mutual savings bank and converted to a federally chartered savings bank in 1983. In addition to the Company's investment in the Bank, the Company invests in U.S. Government and agency securities and federal funds sold (through the Bank). JSB Financial, which was incorporated in 1990, acquired Jamaica Savings in June 1990 following the Bank's conversion to a stock savings bank from a mutual savings bank. At December 31, 1998,the Bank had 18 wholly owned subsidiary operations and a majority owned subsidiary that operated as a real estate investment trust that was liquidated on January 4, 1999. The Bank's principal business consists of attracting deposits from the general public and investing those deposits, together with funds generated from operating, investing and financing activities (primarily in first mortgage loans secured by multi-family properties, cooperative apartment buildings, one-to-four family residential real estate and, to a lesser extent, commercial real estate loans, U.S. Government and federal agency securities, collateralized mortgage obligations, and consumer loans). JSB Financial offers a variety of loans to serve the credit needs of the communities in which it operates.The Bank's loan portfolio is comprised primarily of first mortgage loans secured by multi-family rental properties; cooperative apartment buildings; one-to four-family residences (which is almost entirely comprised of mortgages secured by one and two family residences); commercial property; and, to a lesser extent, construction loans. JSB Financial also offers other consumer type loans. At of December 31, 1998, the loan portfolio was $1.17 billion, and net loans represented 72.1% of the Company's total assets. During 1998, mortgage loans originated for portfolio were $261.2 million, compared to $205.2 million during 1997. The Bank provides funding for two New York construction projects, located in Queens and Brooklyn, and makes six-month construction loans to a builder who constructs one and two-family houses in low to moderate income areas within JSB Financial's market area. At the end of 1998, the Bank held a total $5.2 million in construction loans. JSB Financial originates mortgage loans secured by multi-family dwellings, primarily of 50 units or more, cooperative buildings and income producing properties such as shopping centers. At the end of 1998, 60.8% of total gross mortgage loans were secured by multi-family rental properties, 26.2% by cooperative buildings and 6.0% by commercial real estate. At that date, the Bank's 10 largest loans totaled $116.3 million. These 10 mortgage loans were comprised of six loans totaling $72.0 million secured by multi-family rental properties; one $11.8 million mortgage loan secured by the land underlying a luxury Manhattan hotel; one $11.1 million loan secured by a commercial office building; one $10.8 million loan secured by a shopping center and one loan totaling $10.6 million secured by underlying cooperative buildings. As of year-end 1998, the Bank's largest loan was an $18.5 million mortgage loan secured by a 684 unit apartment complex. At the end of the year,the largest concentration of loans to any one borrower consisted of six mortgage loans with an aggregate balance of $30.6 million, of which five loans totaling $22.6 million were secured by multi-family apartment buildings and one loan for $8.0 million was secured by a multi-family apartment building with retail stores. The Bank offers first mortgage loans secured by one-to four-family residences and condominium units in complexes tha

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