BCB BANCORP INC (Form: S-1, Received: 09/09/2005 15:30:56)

As filed with the Securities and Exchange Commission on September 9, 2005

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BCB BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)


New Jersey	6712	26-0065262
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

104-110 Avenue C

Bayonne, New Jersey 07002

(201) 823-0700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Offices)

Donald Mindiak

104-110 Avenue C

Bayonne, New Jersey 07002

(201) 823-0700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Agent for Service)

Copies to:

Alan Schick, Esq.

Marc P. Levy, Esq.

Luse Gorman Pomerenk & Schick, P.C.

5335 Wisconsin Avenue, N.W., Suite 400

Washington, D.C. 20015

(202) 274-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: þ

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Title of Each Class of

Amount to be

Offering Price

Aggregate

Amount of

Securities to be Registered

Registered

per Share

Offering Price

Registration Fee

Common Stock, no par value per share

920,000 shares

$19.78

$18,197,600(1)

$2,141.86


(1)	Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the bid and asked prices of the Registrant’s Common Stock as reported on the Electronic Over the Counter Bulletin Board as of September 8, 2005.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

[SUBJECT TO COMPLETION DATED , 2005]

PRELIMINARY PROSPECTUS

Shares

Common Stock

We are a New Jersey corporation and the holding company for Bayonne Community Bank, a New Jersey chartered bank with headquarters in Bayonne, New Jersey. We are offering 800,000 shares of our common stock for sale. Our shares of common stock currently trade on the Over the Counter Electronic Bulletin Board under the trading symbol “BCBP.” We have applied to have our common stock listed for trading on the Nasdaq National Market under the symbol “BCBP.” On , 2005, the last reported sale price of our common stock was $ per share.

This investment involves a degree of risk, including the possible loss of principal. Therefore, before buying any shares of our common stock, you should carefully consider the section of this prospectus entitled “Risk Factors” beginning on page .

The shares of common stock we offer are not deposits, savings accounts or obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.


	Per Share		Total

Public offering price	$		$
Underwriting discounts and commissions	$	(1)	$	(1)
Proceeds to us, before expenses	$		$


(1)	These amounts give effect to an underwriting discount of $ per share on all shares except shares that have been reserved for sale to directors and executive officers, as to which an underwriting discount of $ per share will apply.

This is a firm commitment underwriting. We have granted the underwriters a 30-day option to purchase up to an additional 120,000 shares of our common stock at the public offering price, less underwriting discounts and commissions to cover over-allotments.

Neither the Securities and Exchange Commission, the New Jersey Department of Banking and Insurance, the Federal Deposit Insurance Corporation, nor any state securities commission or other regulatory body has approved or disapproved these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about , 2005.

Janney Montgomery Scott llc

The date of this Prospectus is , 2005

TABLE OF CONTENTS


PROSPECTUS SUMMARY			1
RISK FACTORS			6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			10
USE OF PROCEEDS			11
CAPITALIZATION			12
MARKET FOR COMMON STOCK AND DIVIDENDS			13
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			15
BUSINESS OF BCB BANCORP, INC			43
OPTION GRANTS IN LAST FISCAL YEAR			67
UNDERWRITING			69
DESCRIPTION OF CAPITAL STOCK OF BCB BANCORP, INC.			72
CHANGE IN AUDITORS			72
TRANSFER AGENT AND REGISTRAR			73
LEGAL MATTERS			73
EXPERTS			73
WHERE YOU CAN FIND ADDITIONAL INFORMATION			73

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus. Because this is a summary, it may not contain all of the information that is important to you. Therefore, you should also read the more detailed information set forth in this prospectus, our consolidated financial statements and the other information that is incorporated by reference to this prospectus before making a decision to invest in our common stock. The words “we,” “our” and “us” refer to BCB Bancorp, Inc. and its wholly-owned subsidiary Bayonne Community Bank, unless indicated otherwise.

Unless we indicate otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option to purchase additional shares of common stock.

BCB Bancorp, Inc.

We were incorporated on May 1, 2003, and are the New Jersey chartered parent of Bayonne Community Bank. We have not engaged in any significant business activity other than owning all of the outstanding common stock of Bayonne Community Bank. Our executive office is located at 104-110 Avenue C, Bayonne, New Jersey 07002 and our telephone number is (201) 823-0700. At June 30, 2005, we had $399.1 million in consolidated assets, $349.6 million in consolidated deposits and $28.0 million in consolidated shareholders’ equity. We are subject to extensive regulation by the Board of Governors of the Federal Reserve System (the “FRB”). Our website is www.bcbbancorp.com .

Bayonne Community Bank

Bayonne Community Bank was chartered in October 2000, as a New Jersey chartered commercial bank headquartered in Bayonne, New Jersey. Bayonne Community Bank conducts its business from its executive office located at 104-110 Avenue C, Bayonne, New Jersey and two branches, all of which are located in Bayonne, New Jersey. Our website is www.BayonneCommunityBank.com .

Our business plan emphasizes both profitability and growth. We achieved profitability in our tenth month of operation. For the six-month period ended June 30, 2005, our return on average equity was 17.41% and our return on average assets was 1.21%. Our earnings per share grew from $0.54 for the year ended December 31, 2002 to $1.45 for the twelve months ended June 30, 2005, a compound annual growth rate (“CAGR”) of 47.3%. We achieved this earnings growth by focusing on core deposits and by controlling our non-interest expenses. This has been accomplished during a period of significant asset growth. From June 30, 2002 to June 30, 2005, our assets have grown from $155.0 million to $399.1 million, a CAGR of 37.1%. Management is committed to maintaining profitability while continuing to grow loans and deposits.

Market Area

We are located in the City of Bayonne, Hudson County, New Jersey. Our locations are easily accessible to provide convenient services to businesses and individuals throughout our market area.

Our market area includes the cities of Bayonne, Jersey City and portions of Hoboken. These areas are all considered “bedroom” or “commuter” communities to Manhattan. These areas have all experienced strong growth in median household incomes and are expected to equal or exceed historical growth over the next five years. Our market area is well-served by a network of arterial roadways including Route 440 and the New Jersey Turnpike.

Our market area has a high level of commercial business activity. Businesses are concentrated in the service sector and retail trade areas. Major employers in our market area include Bayonne Medical Center and the Bayonne Board of Education.

Our Business Strategy


	•	Maintaining a community focus. Our management and Board of Directors have strong ties to the Bayonne community and are active in the community through non-profit board membership, local business development organizations, and industry associations;

	•	Focusing on profitability. For the six-month period ended June 30, 2005, our return on average equity was 17.41% and our return on average assets was 1.21%. Our diluted earnings per share grew from $0.54 for the year ended December 31, 2002 to $1.45 for the twelve months ended June 30, 2005, a CAGR of 47.3%;

	•	Continuing our growth. From June 30, 2002 to June 30, 2005, our assets have increased from $155.0 million to $399.1 million, a CAGR of 37.1%. Over the same time period, our loan balances have increased from $86.3 million to $275.4 million, a 47.2% CAGR, while deposits have increased from $139.9 million to $349.6 million, a 35.7% CAGR;

	•	Concentrating on real estate based lending. A primary focus of our business strategy is to originate loans secured by commercial and multi-family properties;

	•	Capitalizing on market dynamics. The consolidation of the banking industry in Hudson County has created a need for a customer focused banking institution;

	•	Providing attentive and personalized service. Management believes that providing attentive and personalized service is the key to gaining deposit and loan relationships in Bayonne and its surrounding communities; and

	•	Attracting highly experienced and qualified personnel. An important part of our strategy is to hire bankers who have prior experience in the Hudson County market as well as pre-existing business relationships. Our management team has an average of 27 years of banking experience, while our lenders and branch personnel have significant prior experience at community banks and regional banks in Hudson County.

More information regarding our business strategy can be found at page , under the section “Business of BCB Bancorp, Inc — Business Strategy.”

The Offering


Common stock offered		800,000 shares(1)

Common stock outstanding after the offering		shares(2)

Net proceeds		The net proceeds of the offering will be approximately $ million without the underwriters’ over-allotment option, assuming an offering price of $ per share (based upon the closing price of our common stock on , 2005).

Use of proceeds		The proceeds of the offering will be available for contribution to the capital of Bayonne Community Bank, for use in our lending and investment activities, for branch expansion and for our general corporate purposes. See “Use of Proceeds” at page .

Dividends on common stock		We have not historically paid cash dividends on our common stock. See “Market for Common Stock and Dividends” at page .


Current Over the Counter Electronic Bulletin Board Symbol		“BCBP”

Proposed Nasdaq National Market symbol		“BCBP”

Risk Factors		Before investing, you should carefully review the information contained under “Risk Factors” beginning at page .


(1)	The number of shares offered assumes that the underwriters’ over-allotment option is not exercised. If the over-allotment option is exercised in full, we will issue and sell 920,000 shares.

(2)	The number of shares outstanding after the offering is based on the number of shares outstanding as of , 2005 and assumes that the underwriters’ over-allotment option is not exercised. It excludes an aggregate of shares reserved for issuance under our stock option plans, of which options to purchase shares at a weighted average exercise price of $ had been granted and were outstanding as of , 2005.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

OF BCB BANCORP, INC. AND SUBSIDIARY

The following tables set forth selected consolidated historical financial and other data of BCB Bancorp, Inc. at and for the six months ended June 30, 2005 and 2004, and at and for the years ended December 31, 2004 and 2003, and for Bayonne Community Bank at and for years prior to December 31, 2003. This information is derived in part from, and should be read together with, the audited Consolidated Financial Statements and Notes thereto of BCB Bancorp, Inc. beginning on page F-2. The information presented at June 30, 2005 and for the six-month periods ended June 30, 2005 and June 30, 2004 are derived from unaudited consolidated financial statements but, in the opinion of management reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results for these interim periods. The selected operating data for the six months ended June 30, 2005, are not necessarily indicative of the results of operations that may be expected for the entire year.


		At or for the
		Six Months Ended
		June 30,				At or for the Years Ended December 31,

		2005		2004		2004		2003		2002		2001			2000

		(In thousands, except per share data)
Selected Balance Sheet Data:
Total assets		$	399,100	$	362,293	$	378,289	$	300,676	$	183,108	$	113,224		$	29,536
Cash and cash equivalents			5,120		19,762		4,534		11,786		5,144		27,168			25,634
Securities, held to maturity			108,019		111,170		117,036		90,313		50,602		38,562			—
Loans receivable, net			275,405		220,596		246,380		188,786		122,085		44,973			1,451
Deposits			349,648		308,680		337,243		253,650		163,519		101,749			21,936
Borrowings			20,424		25,000		14,124		25,000		—		—			—
Shareholders’ equity			27,982		23,703		26,036		21,167		18,772		11,303			7,204
Selected Income Sheet Data:
Net interest income		$	7,745	$	6,506	$	13,755	$	9,799	$	5,960	$	1,787		$	173
Provision for loan losses			560		350		690		880		843		382			30
Non-interest income			402		288		623		480		336		152			4
Non-interest expense			3,872		3,991		7,661		5,390		3,272		2,006			569
Income tax (benefit)			1,361		983		2,408		1,614		872		(173	)		(169	)

Net income (loss)		$	2,354	$	1,470	$	3,619	$	2,395	$	1,309	$	(276	)	$	(254	)

Common Share Data:
Net income (loss) per share:
	Basic(1)	$	0.79	$	0.50	$	1.22	$	0.83	$	0.54	$	(0.18	)	$	N/A

	Diluted(1)	$	0.75	$	0.47	$	1.17	$	0.80	$	0.54	$	(0.18	)	$	N/A


(1)	Per share data have been adjusted for all periods to reflect the 25% and three 10% common stock dividends paid by BCB Bancorp, Inc. and Bayonne Community Bank.


		At or for the
		Six Months Ended
		June 30,						At or for the Years Ended December 31,(1)

		2005(2)			2004(2)			2004			2003			2002			2001

Selected Financial Ratios and Other Data:
	Return on average assets		1.21	%		0.88	%		1.01	%		1.03	%		0.86	%		(0.38	)%
	Return on average shareholders’ equity		17.41			13.08			15.45			11.97			8.68			(3.28	)
	Non-interest income to average assets		0.21			0.17			0.17			0.21			0.22			0.21
	Non-interest expense to average assets		1.99			2.39			2.15			2.32			2.16			2.77
	Net interest rate spread during the period		3.79			3.78			3.73			4.03			3.60			1.97
	Net interest margin		4.07			4.01			3.96			4.34			4.03			2.59
	Ratio of average interest-earning assets to average interest-bearing liabilities		113.13			111.78			111.63			116.42			118.87			118.73
Asset Quality Ratios:
	Non-performing loans to total loans		0.42			0.17			0.40			0.13			0.04			—
	Allowance for loan losses to non-performing loans		255.86			581.09			249.60			547.48			1,840.73			—
	Allowance for loan losses to total loans		1.07			1.00			1.01			1.11			1.00			0.91
Capital Ratios:
	Shareholders’ equity to total assets		7.01			6.54			6.88			7.04			10.25			9.98
	Bank’s Tier 1 capital to adjusted total assets		8.09			7.64			7.89			7.02			10.25			9.98
	Bank’s Tier 1 capital to risk-weighted assets		12.12			11.28			11.84			10.47			15.01			15.09
	Bank’s Total risk-based capital to risk-weighted assets		13.24			12.20			12.83			11.51			15.99			15.64


(1)	Ratios at December 31, 2000 and for the two months then ended have been omitted as not meaningful.

(2)	Ratios have been annualized where appropriate.

RISK FACTORS

You should carefully consider the following risks in evaluating an investment in the shares of our common stock.

Risks Associated with our Business


	Our loan portfolio consists of a high percentage of loans secured by commercial real estate and multi-family real estate. These loans are riskier than loans secured by one- to four-family properties.

At June 30, 2005, $174.9 million, or 62.7% of our loan portfolio consisted of commercial and multi-family real estate loans. We intend to continue to emphasize the origination of these types of loans. These loans generally expose a lender to greater risk of nonpayment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation and income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential loans. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan.


	We may not be able to successfully maintain and manage our growth.

Since June 30, 2002, our assets have grown at a compound annual growth rate of 37.1%, our loan balances have grown at a compound annual growth rate of 47.2% and our deposits have grown at a compound annual growth rate of 35.7%. We intend to use a portion of the proceeds of this offering to support further growth of our assets and deposits and the number of branches we operate. Our ability to continue to grow depends, in part, upon our ability to expand our market presence, successfully attract core deposits, and identify attractive commercial lending opportunities.

We cannot be certain as to our ability to manage increased levels of assets and liabilities. We may be required to make additional investments in equipment and personnel to manage higher asset levels and loans balances, which may adversely impact our efficiency ratio, earnings and shareholder returns.


	If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

Our loan customers may not repay their loans according to the terms of their loans, and the collateral securing the payment of their loans may be insufficient to assure repayment. We may experience significant credit losses, which could have a material adverse effect on our operating results. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions prove to be incorrect, our allowance for loan losses may not cover inherent losses in our loan portfolio at the date of the financial statements. Material additions to our allowance would materially decrease our net income. At June 30, 2005, our allowance for loan losses totaled $3.0 million, representing 1.07% of total loans.

Since we have only been operating for five years, we have experienced significant growth in our loan portfolio, particularly our loans secured by commercial real estate. Although we believe we have underwriting standards to manage normal lending risks, and although we had $1.2 million, or 0.29% of total assets consisting of non-performing assets at June 30, 2005, it is difficult to assess the future performance of our loan portfolio due to the relatively recent origination of many of these loans. We can give you no assurance that our non-performing loans will not increase or that our non-performing or delinquent loans will not adversely affect our future performance.

In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs. Any increase in

our allowance for loan losses or loan charge-offs as required by these regulatory agencies could have a material adverse effect on our results of operations and financial condition.


	We depend primarily on net interest income for our earnings rather than fee income.

Net interest income is the most significant component of our operating income. We do not rely on traditional sources of fee income utilized by some community banks, such as fees from sales of insurance, securities or investment advisory products or services. For the six months ended June 30, 2005 and the year ended December 31, 2004, our net interest income was $7.7 million and $13.8 million, respectively. The amount of our net interest income is influenced by the overall interest rate environment, competition, and the amount of interest earning assets relative to the amount of interest bearing liabilities. In the event that one or more of these factors were to result in a decrease in our net interest income, we do not have significant sources of fee income to make up for decreases in net interest income.


	Fluctuations in interest rates could reduce our profitability.

We realize income primarily from the difference between the interest we earn on loans and investments and the interest we pay on deposits and borrowings. The interest rates on our assets and liabilities respond differently to changes in market interest rates, which means our interest-bearing liabilities may be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates change, this “gap” between the amount of interest-earning assets and interest-bearing liabilities that reprice in response to these interest rate changes may work against us, and our earnings may be negatively affected.

We are unable to predict fluctuations in market interest rates, which are affected by, among other factors, changes in the following:


	•	inflation rates;

	•	business activity levels;

	•	money supply; and

	•	domestic and foreign financial markets.

The value of our investment portfolio and the composition of our deposit base are influenced by prevailing market conditions and interest rates. Our asset-liability management strategy, which is designed to mitigate the risk to us from changes in market interest rates, may not prevent changes in interest rates or securities market downturns from reducing deposit outflow or from having a material adverse effect on our results of operations, our financial condition or the value of our investments.


	Adverse events in New Jersey, where our business is concentrated, could adversely affect our results and future growth.

Our business, the location of our branches and the real estate collateralizing our real estate loans are concentrated in New Jersey. As a result, we are exposed to geographic risks. The occurrence of an economic downturn in New Jersey, or adverse changes in laws or regulations in New Jersey could impact the credit quality or our assets, the business of our customers and our ability to expand our business.

Our success significantly depends upon the growth in population, income levels, deposits and housing in our market area. If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally are unfavorable, our business may be negatively affected. In addition, the economies of the communities in which we operate are substantially dependent on the growth of the economy in the state of New Jersey. To the extent that economic conditions in New Jersey are unfavorable or do not continue to grow as projected, the economy in our market area would be adversely affected. Moreover, we cannot give any assurance that we will benefit from any market growth or favorable economic conditions in our market area if they do occur.

In addition, the market value of the real estate securing loans as collateral could be adversely affected by unfavorable changes in market and economic conditions. As of June 30, 2005, approximately 93.4% of our total loans were secured by real estate. Adverse developments affecting commerce or real estate values in the local economies in our primary market areas could increase the credit risk associated with our loan portfolio. In addition, substantially all of our loans are to individuals and businesses in New Jersey. Our business customers may not have customer bases that are as diverse as businesses serving regional or national markets. Consequently, any decline in the economy of our market area could have an adverse impact on our revenues and financial condition. In particular, we may experience increased loan delinquencies, which could result in a higher provision for loan losses and increased charge-offs. Any sustained period of increased non-payment, delinquencies, foreclosures or losses caused by adverse market or economic conditions in our market area could adversely affect the value of our assets, revenues, results of operations and financial condition.


	Our continued pace of growth may require us to raise additional capital in the future, but that capital may not be available when it is needed.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. We anticipate that our existing capital resources will satisfy our capital requirements for the foreseeable future. We may, at some point, need to raise additional capital to support continued growth, both internally and through acquisitions.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot assure you of our ability to raise additional capital if needed or on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.


	We rely on our management team for the successful implementation of our business strategy.

The success of BCB Bancorp and Bayonne Community Bank has been largely due to the efforts of our senior management team consisting of Donald Mindiak, President and Chief Executive Officer, Thomas M. Coughlin, Executive Vice President and Chief Financial Officer, James E. Collins, Senior Lending Officer, Olivia Klim, Executive Vice President, Business Development and Amer Saleem, Vice President, Commercial Lending. The loss of services of one or more of these individuals may
have a material adverse effect on our ability to implement our business plan.


	There is no assurance that we will be able to successfully compete with others for business.

The area in which we operate is considered attractive from an economic and demographic viewpoint, and is a highly competitive banking market. We compete for loans, deposits and investment dollars with numerous regional and national banks and other community banking institutions, as well as other kinds of financial institutions and enterprises, such as securities firms, insurance companies, savings associations, credit unions, mortgage brokers, and private lenders. Many competitors have substantially greater resources than we do, and operate under less stringent regulatory environments. The differences in resources and regulations may make it harder for us to compete profitably, reduce the rates that we can earn on loans and investments, increase the rates we must offer on deposits and other funds, and adversely affect our overall financial condition and earnings.


	Our profitability could be adversely affected if we are unable to promptly deploy the capital raised in the offering.

We may not be able to immediately deploy all of the capital raised in the offering. Investing the net offering proceeds in securities until we are able to deploy such proceeds for the origination of loans will provide lower margins than we generally earn on loans, which may adversely impact shareholder returns, including earnings per share, return on average assets and return on average equity.


	We operate in a highly regulated environment and may be adversely affected by changes in federal, state and local laws and regulations.

We are subject to extensive regulation, supervision and examination by federal and state banking authorities. Any change in applicable regulations or federal, state or local legislation could have a substantial impact on us and our operations. Additional legislation and regulations that could significantly affect our powers, authority and operations may be enacted or adopted in the future, which could have a material adverse effect on our financial condition and results of operations. Further, regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices or violations of laws by banks and holding companies in the performance of their supervisory and enforcement duties. The exercise of regulatory authority may have a negative impact on our results of operations and financial condition.

Like other bank holding companies and financial institutions, we must comply with significant anti-money laundering and anti-terrorism laws. Under these laws, we are required, among other things, to enforce a customer identification program and file currency transaction and suspicious activity reports with the federal government. Government agencies have substantial discretion to impose significant monetary penalties on institutions which fail to comply with these laws or make required reports. Because we operate our business in the highly urbanized greater Newark/ New York City metropolitan area, we may be at greater risk of scrutiny by government regulators for compliance with these laws.


	We expect to incur additional expense in connection with our compliance with Sarbanes-Oxley.

Under Section 404 of the Sarbanes-Oxley Act of 2002, we will be required to conduct a comprehensive review and assessment of the adequacy of our existing financial systems and controls at December 31, 2006, and our auditors must attest to our assessment. This will result in additional expenses in 2006 which will reduce our net income. Moreover, a review of our financial systems and controls may uncover deficiencies in existing systems and controls. If that is the case, we would have to take the necessary steps to correct any deficiencies, which may be costly and may strain our management resources and negatively impact earnings. We also would be required to disclose any such deficiencies, which could adversely affect the market price of our common stock.

Risk Associated with an Investment in our Common Stock


	The market price of our common stock may decline after the stock offering.

The price per share at which we sell the common stock may be more or less than the market price of our common stock on the date the stock offering is consummated. If the actual purchase price is less than the market price for the shares of common stock, some purchasers in the stock offering may be inclined to immediately sell shares of common stock to attempt to realize a profit. Any such sales, depending on the volume and timing, could cause the market price of our common stock to decline. Additionally, because stock prices generally fluctuate over time, there is no assurance that purchasers of common stock in the stock offering will be able to sell shares after the stock offering at a price that is equal to or greater than the actual purchase price. Purchasers should consider these possibilities in determining whether to purchase shares of common stock and the timing of any sale of shares of common stock. We have applied to have our common stock listed for trading on the Nasdaq National Market under the symbol “BCBP.”


	Our management controls a substantial percentage of our common stock and therefore have the ability to exercise substantial control over our affairs.

As of June 30, 2005, our directors and executive officers beneficially owned 764,466 shares, or approximately 25.1% of our common stock, including options to purchase an aggregate of 83,743 shares of our common stock at exercise prices ranging from $6.61 to $14.80 per share. Because of the large percentage of common stock held by our directors and executive officers, such persons could significantly influence the outcome of any matter submitted to a vote of our shareholders even if other shareholders were in favor of a different result.


	Our trust preferred securities have a priority right to payment of dividends.

We have supported our continued growth through the issuance of trust preferred securities from special purpose trusts and accompanying debt from BCB Bancorp, Inc. Trust preferred securities have a priority right to distributions and payment over the common stock. At June 30, 2005 we had trust preferred securities and accompanying debt totaling $4.1 million.


	Our management has broad discretion concerning application of the net proceeds from this offering.

The net proceeds of this offering will be used to provide additional regulatory capital for expansion capability and general corporate purposes, including but not limited to, increased commercial and consumer lending activity and investment in securities. Within these categories, management may determine to apply the net proceeds in its discretion.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make certain forward-looking statements in this prospectus and in other documents that we incorporate by reference into this prospectus that are based upon our current expectations and projections about current events. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of these safe harbor provisions. You can identify these statements from our use of the words “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions. These forward-looking statements include, but may not be limited to:


	•	statements of our goals, intentions and expectations;

	•	statements regarding our business plans and prospects and growth and operating strategies;

	•	statements regarding the quality of our products and our loan and investment portfolios; and

	•	estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:


	•	significantly increased competition among depository and other financial institutions;

	•	changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

	•	general economic conditions, either nationally or in our market areas, that are worse than expected;

	•	adverse changes in the securities markets;

	•	credit risk of lending activities, including changes in the level and trend of loan delinquencies and write-offs;

	•	changes in management’s estimate of the adequacy of the allowance for loan losses;

	•	the ability to successfully integrate entities that we have acquired or will acquire;

	•	legislative or regulatory changes that adversely affect our business;

	•	the ability to enter new markets successfully and capitalize on growth opportunities;

	•	effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;

	•	timely development of and acceptance of new products and services;


	•	changes in consumer spending, borrowing and savings habits;

	•	effect of changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and other regulatory and accounting bodies;

	•	changes in our organization, compensation and benefit plans;

	•	costs and effects of litigation and unexpected or adverse outcomes in such litigation;

	•	our success in managing risks involved in the foregoing; and

	•	the impact of war or terrorist activities.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. In addition, our past results of operations do not necessarily indicate our future results. We discuss these uncertainties and others in the section of this prospectus named “Risk Factors” beginning on page .

USE OF PROCEEDS

Other than the shares subject to the underwriter’s over-allotment option, the net proceeds of the offering are expected to be approximately $ million, after deducting the underwriting discount and estimated expenses of the offering of $ (assuming a public offering price of $ per share, based on the last sale price on , 2005). The proceeds of the offering will be available for contribution to the capital of Bayonne Community Bank, for use in our lending and investment activities, for branch expansion and for our general corporate purposes. In August 2005, we entered into a lease agreement to develop a branch location in Hoboken, New Jersey. We anticipate that the cost of preparing this location to be a branch facility will be approximately $250,000. It is expected that this location will be opened during the second quarter of 2006. We may also use a portion of the proceeds in connection with acquisitions of other institutions or for investment in activities which are permitted for bank holding companies. There are no definitive plans or commitments for any acquisitions. There can be no assurance that we will establish additional branches, how much it will cost to develop and build out any new branch, that we will acquire another institution in whole or in part, or that any new branch or acquisition will be successful or contribute to shareholder value.

Other than as discussed above, we have no definitive plans or commitments for any particular investments or the use of any particular amount of the proceeds of the offering. Pending allocation to specific uses, we intend to invest the proceeds in investment grade securities.

CAPITALIZATION

The following table sets forth our capitalization at June 30, 2005. Our capitalization is presented on a historical basis and on a pro forma basis as if the offering had been completed as of June 30, 2005 and assuming:


	•	the net proceeds of the offering at an assumed offering price of $ per share (based on the closing price on , 2005) after deducting underwriting discounts and commissions and estimated offering expense payable by us in this offering of $ ; and

	•	the underwriters’ over-allotment option is not exercised.

The following information should be read in conjunction with our consolidated financial statements for the year ended December 31, 2004, and the related notes thereto, and the unaudited consolidated financial statements for the six months ended June 30, 2005, and the related notes beginning at page [ ].


			At or for June 30, 2005

			Historical			Pro Forma

			(Dollars in thousands,
			except for per share
			amounts)
Long Term Debt:
	Floating Rate Junior Subordinated Debt Securities due 2034		$	4,124

	Total		$	4,124		$

Shareholders’ Equity:
	Common Stock, no par value, 10,000,000 authorized; 2,973,173 issued and outstanding actual; as adjusted			239
	Additional paid in capital			27,739
	Retained earnings			426
	Treasury shares, at cost: 21,982 shares			(422	)
	Less:
	Accumulated other comprehensive income, net of taxes			—

		Total Shareholders’ Equity	$	27,982		$

	Book value per common share		$	9.41		$

	Tangible book value per common share		$	9.41		$

Capital Ratios:
BCB Bancorp, Inc.
	Shareholders’ equity to total assets			7.01	%		%
Bayonne Community Bank
	Shareholders’ equity to total assets			8.84	%		%
	Tier 1 capital to adjusted total assets			8.09
	Tier 1 capital to risk-weighted assets			12.12
	Total risk-based capital to risk-weighted assets			13.24

MARKET FOR COMMON STOCK AND DIVIDENDS

Market for Common Stock. Our common stock is currently traded on the Over the Counter Electronic Bulletin Board under the symbol “BCBP.” At June 30, 2005, BCB Bancorp, Inc. had one market maker. We have applied to have our common stock listed on the Nasdaq National Market under the symbol “BCBP.” In order to list the common stock on the Nasdaq National Market, the presence of at least three registered and active market makers is required. Janney Montgomery Scott has advised us that it intends to make a market in shares of our common stock following the offering, but it is under no obligation to do so or to continue to do so.

The following table sets forth the high and low bid quotations for BCB Bancorp, Inc. common stock for the periods indicated. These quotations represent prices between dealers and do not include retail markups, markdowns, or commissions and do not reflect actual transactions. The information presented reflects the 25% and 10% common stock dividends paid by the Company on November 22, 2004 and November 17, 2003, respectively. As of December 31, 2004, there were 2,993,538 shares of BCB Bancorp, Inc. common stock issued and outstanding. At December 31, 2004, BCB Bancorp, Inc. had approximately 1,700 shareholders of record.


Fiscal 2005	High Bid		Low Bid

Quarter Ended June 30, 2005	$	19.75	$	17.50
Quarter Ended March 31, 2005		21.00		18.65


Fiscal 2004	High Bid		Low Bid

Quarter Ended December 31, 2004	$	23.00	$	15.40
Quarter Ended September 30, 2004		16.00		14.20
Quarter Ended June 30, 2004		21.98		13.80
Quarter Ended March 31, 2004		22.40		16.80


Fiscal 2003	High Bid		Low Bid

Quarter Ended December 31, 2003	$	17.60	$	12.00
Quarter Ended September 30, 2003		12.54		10.84
Quarter Ended June 30, 2003		12.73		10.29
Quarter Ended March 31, 2003		14.00		11.30

On April 27, 2005, our Board of Directors approved a stock repurchase program for the repurchase of up to 149,677 shares. To date, we have repurchased 21,982 shares of our common stock. We suspended our repurchase activities prior to deciding to proceed with this offering.

Our transfer agent for the common stock is Registrar & Transfer Company, Cranford, New Jersey.

Dividends. No cash dividends have been paid on the common stock to date. Our ability and decision to pay cash dividends in the future, if any, will depend on a number of factors, including our earnings, financial condition, capital requirements, tax considerations, statutory and regulatory limitations and general economic conditions. Our ability to pay cash dividends is restricted by certain covenant restrictions contained in the indenture that governs the terms of the debt that is associated with our trust preferred stock issuance and is further impacted by Bayonne Community Bank’s ability to pay cash dividends to us, which are restricted by certain regulations of the New Jersey Department of Banking and Insurance and the FDIC.

Our Policy Regarding Dividends. Since our formation, we have not paid any cash dividends to our shareholders. At the present time, our Board of Directors does not intend to pay cash dividends to our shareholders. The future dividend policy of Bayonne Community Bank is subject to these legal and

regulatory considerations and to the discretion of our Board of Directors, and depends upon a number of factors, including but not limited to, operating results, financial condition and general business conditions. You should not buy our common stock if you have a desire or need for dividend income.

There are legal restrictions on the ability of Bayonne Community Bank to pay cash dividends. Under federal and state law, we are required to maintain certain surplus and capital levels and may not distribute dividends in cash or in kind, if after such distribution we would fall below such levels. Specifically, under the Federal Depository Insurance Corporation Improvement Act of 1991 (FDICIA), an insured depository institution is prohibited from making any capital distribution to its shareholders, including by way of dividend, if after making such distribution the depository institution fails to meet the required minimum level for any relevant capital measure including the risk-based capital adequacy and leverage standards reflected under “Capitalization.”

Additionally, under the New Jersey Business Corporation Act, BCB Bancorp, Inc. is prohibited from paying any cash dividends to shareholders if, after the payment of such dividend, BCB Bancorp, Inc. would be unable to pay its debts as they become due in the usual course of business or, if its total assets would be less than its total liabilities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

BCB Bancorp, Inc., completed its acquisition of Bayonne Community Bank on May 1, 2003. Information at and for the year ended December 31, 2003, and subsequent periods reflects the consolidated financial information of BCB Bancorp, Inc. Prior to the completion of the acquisition, BCB Bancorp, Inc. had no assets, liabilities or operations. Consequently, the information provided below at and for the years ended December 31, 2002 and prior is for Bayonne Community Bank on a stand-alone basis.

Factors that could have a material adverse effect on our operations include, but may not be limited to:


	•	changes in market interest rates;

	•	general economic conditions;

	•	legislation, and regulation;

	•	changes in monetary and fiscal policies of the United States Government, including policies of the United States Treasury and Federal Reserve Board;

	•	changes in the quality or composition of our loan and/or investment portfolios;

	•	changes in deposit flows, competition, and demand for financial services, loans, deposits and investment products in our local markets;

	•	changes in accounting principles and guidelines;

	•	war or terrorist activities; and

	•	other economic, competitive, governmental, regulatory, geopolitical and technological factors affecting our operations, pricing and services.

This discussion and analysis reflects our financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the audited and unaudited financial statements, which appear beginning on page F-1 of this prospectus. You should read the information in this section in conjunction with the business and financial information regarding us provided in this prospectus.

Overview

Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets, consisting primarily of loans, investment securities (including mortgage-backed securities and U.S. Government and agency securities) and other interest-earning assets (primarily cash and cash equivalents and interest earning deposits), and the interest paid on our interest-bearing liabilities, consisting primarily of deposits and Federal Home Loan Bank advances. Net interest income increased to $7.7 million for the six months ended June 30, 2005 from $6.5 million for the six months ended June 30, 2004, and increased to $13.8 million for the year ended December 31, 2004 from $9.8 million for the year ended December 31, 2003. The primary reasons for the improvements in our net interest income were the increases in both our average interest-earning assets and the excess of interest-earning assets over interest-bearing liabilities. While the relatively low interest rate environment of recent years is not expected to continue, the negative impact of rising interest rates on our net interest rate spread is expected to be mitigated to some extent by the net proceeds from the offering which will support the growth of our interest-earning assets in future periods.

Our results of operations also are affected by our provision for loan losses, non-interest income and non-interest expense. Non-interest income consists primarily of fees and service charges, gains on the sale of securities and miscellaneous other income. Non-interest expense consists primarily of salaries and employee benefits, equipment expense, occupancy, advertising, deposit insurance premiums, and other

operating expenses (consisting of stationery and printing, regulatory assessments, professional fees, directors fees and other operational expenses). Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

In the period from December 31, 2004 through June 30, 2005, our total assets have increased by $20.8 million to $399.1 million, reflecting our business strategy of managed growth. During this period, net loans receivable increased by $29.0 million to $275.4 million. During this period, our portfolio of investment securities decreased $9.0 million, and our investment in interest earning deposits declined by $494,000, reflecting our continued focus on loan originations. The growth in assets was funded by growth in deposits, which increased by $12.4 million and by increased Federal Home Loan Bank advances, which increased by $6.3 million.

Critical Accounting Policies

Critical accounting policies are those accounting policies that can have a significant impact on our financial position and results of operations that require the use of complex and subjective estimates based upon past experiences and management’s judgment. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates. Below are those policies applied in preparing our consolidated financial statements that management believes are most dependent on the application of estimates and assumptions. For additional accounting policies, see Note 2 of “Notes to Consolidated Financial Statements.”

Allowance for Loan Losses. Loans receivable are presented net of an allowance for loan losses. In determining the appropriate level of the allowance, management considers a combination of factors, such as economic and industry trends, real estate market conditions, size and type of loans in portfolio, nature and value of collateral held, borrowers’ financial strength and credit ratings, and prepayment and default history. The calculation of the appropriate allowance for loan losses requires a substantial amount of judgment regarding the impact of the aforementioned factors, as well as other factors, on the ultimate realization of loans receivable.

Stock Options. Beginning January 1, 2006, we will account for stock options pursuant to SFAS No. 123 (revised 2004). See discussions under Recent Accounting Pronouncements for our analysis of the impact of SFAS No. 123 (revised 2004) on future operations.

Financial Condition


	*Comparison of Financial Condition at June 30, 2005 and at December 31, 2004*

General. Total assets increased by $20.8 million or 5.5% to $399.1 million at June 30, 2005 from $378.3 million at December 31, 2004. We continued to grow assets primarily through the origination of real estate loans funded primarily from our retail deposit growth, repayments and prepayments of loans as well as the mortgage backed security portfolio and the utilization of Federal Home Loan Bank advances. Asset growth has stabilized reflecting an emphasis on controlled loan growth. During this period, we deemphasized increasing our assets through the purchase of securities. Growth is expected to occur at a more measured pace than in the past and in a manner consistent with our capital levels.

Loan Portfolio. Loans receivable increased by $29.0 million or 11.8% to $275.4 million at June 30, 2005 from $246.4 million at December 31, 2004. The increase resulted primarily from a $25.8 million or 11.3% increase in real estate mortgages comprising residential, commercial and construction loans, net of amortization, and a $3.9 million or 18.2% increase in consumer loans, net of amortization, partially offset by a $485,000 or 19.4% increase in the allowance for loan losses to $3.0 million at June 30, 2005.

Analysis of Loan Portfolio. Set forth below are selected data relating to the composition of our loan portfolio by type of loan and in percentage of the respective portfolio.


			At June 30,					At December 31,

			2005					2004					2003					2002

			Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent

			(Dollars in thousands)
Type of loans:
Real estate loans:
	One- to four-family residential		$	37,391		13.40	%	$	34,855		13.98	%	$	33,913		17.74	%	$	25,475		20.64	%
	Construction			25,257		9.05			19,209		7.70			10,009		5.24			4,278		3.47
	Home equity			22,955		8.23			20,629		8.27			16,825		8.80			14,106		11.43
	Commercial and multi-family			174,939		62.71			158,755		63.68			115,160		60.25			65,842		53.34
Commercial business				17,766		6.37			15,123		6.07			14,048		7.35			12,934		10.48
Consumer				673		0.24			744		0.30			1,183		0.62			800		0.64

		Total		278,981		100.00	%		249,315		100.00	%		191,138		100.00	%		123,435		100.00	%

Less:
Deferred loan (costs) fees, net				585					429					239					117
Allowance for possible loan losses				2,991					2,506					2,113					1,233

		Total loans, net	$	275,405				$	246,380				$	188,786				$	122,085


			At December 31,

			2001					2000

			Amount		Percent			Amount		Percent

			(Dollars in thousands)
Type of loans:
Real estate loans:
	One- to four-family residential		$	9,099		20.04	%	$	269		18.16	%
	Construction			1,241		2.73			—		—
	Home equity			9,374		20.64			360		24.31
	Commercial and multi-family			21,883		48.19			750		50.64
Commercial business				2,988		6.58			60		4.05
Consumer				826		1.82			42		2.84

		Total		45,411		100.00	%		1,481		100.00	%

Less:
Deferred loan (costs) fees, net				26					—
Allowance for possible loan losses				412					30

		Total loans, net	$	44,973				$	1,451

Loan origination, purchase, sale and repayments. The following table shows our loan origination, purchase, sale and repayment activities for the periods indicated.


				Six Months Ended
				June 30,				Years Ended December 31,

				2005		2004		2004		2003		2002		2001		2000

				(In thousands)
Beginning of period				$	249,315	$	191,138	$	191,138	$	123,435	$	45,411	$	1,481	$	—

Originations by Type:
	Real estate mortgage:
		One- to four-family residential			3,414		1,299		4,103		22,768		20,000		9,318		250
		Construction			14,800		9,067		19,326		6,392		2,737		902		—
		Home equity			7,734		7,239		14,212		9,393		8,711		9,961		360
		Commercial and multi-family			34,731		31,186		64,219		62,966		47,676		16,883		750
	Commercial business				5,604		6,024		8,628		2,544		10,846		3,022		79
	Consumer				139		133		284		924		537		973		42

			Total loans originated		66,422		54,948		110,772		104,987		90,507		41,059		1,481


Purchases:
	Real estate mortgage:
		One- to four-family residential			—		—		—		—		—		—		—
		Construction			2,441		2,561		4,289		2,223		300		338		—
		Home equity			—		—		—		—		—		—		—
		Commercial and multi-family			—		6,200		8,450		3,207		2,794		5,318		—
	Commercial business				—		—		—		—		—		—		—
	Consumer				—		—		—		—		—		—		—

			Total loans purchased		2,441		8,761		12,739		5,430		3,094		5,656		—

Sales:
	Real estate mortgage:
		One- to four-family residential			—		—		—		—		—		—		—
		Construction			—		492		959		—		—		—		—
		Home equity			—		—		—		—		—		—		—
	Commercial and multi-family				612		—		788		3,480		1,599		—		—
	Commercial business				—		1,128		1,128		—		—		—		—
	Consumer				—		—		—		—		—		—		—

			Total loans sold		612		1,620		2,875		3,480		1,599		—		—


	Principal repayments				38,585		29,978		62,459		39,234		13,978		2,785		—

			Total reductions		39,197		31,598		65,334		42,714		15,577		2,785		—


Increase (decrease) in other items, net					—		—		—		—		—		—		—

			Net increase		29,666		32,111		58,177		67,703		78,024		43,930		1,481


			Ending balance	$	278,981	$	223,249	$	249,315	$	191,138	$	123,435	$	45,411	$	1,481

Delinquencies and Non-performing Assets.

The following table sets forth delinquencies in our loan portfolio as of the dates indicated:


			At June 30, 2005										At December 31, 2004

			60-89 Days					90 Days or More					60-89 Days					90 Days or More

					Principal					Principal					Principal					Principal
			Number		Balance			Number		Balance			Number		Balance			Number		Balance
			of Loans		of Loans			of Loans		of Loans			of Loans		of Loans			of Loans		of Loans

			(Dollars in thousands)
Real estate mortgage:
	One- to four-family residential			—	$	—			—	$	—			—	$	—			1	$	173
	Construction			—		—			—		—			—		—			—		—
	Home equity			1		72			1		10			1		29			—		—
	Commercial and multi-family			—		—			2		555			—		—			1		313

	Total			1		72			3		565			1		29			2		486

Commercial business				2		166			2		596			1		123			3		515
Consumer				1		12			2		8			—		—			1		3

		Total delinquent loans		4	$	250			7	$	1,169			2	$	152			6	$	1,004


Delinquent loans to total loans						0.09	%				0.42	%				0.06	%				0.40	%


			At December 31, 2003										At December 31, 2002

			60-89 Days					90 Days or More					60-89 Days					90 Days or More

					Principal					Principal					Principal					Principal
			Number		Balance			Number		Balance			Number		Balance			Number		Balance
			of Loans		of Loans			of Loans		of Loans			of Loans		of Loans			of Loans		of Loans

			(Dollars in thousands)
Real estate mortgage:
	One- to four-family residential			1	$	103			—	$	—			—	$	—			—	$	—
	Construction			—		—			—		—			—		—			—		—
	Home equity			—		—			—		—			—		—			—		—
	Commercial and multi-family			—		—			—		—			—		—			—		—

	Total			1		103			—		—			—		—			—		—

Commercial business				3		355			3		386			—		—			1		67
Consumer				—		—			—		—			—		—			—		—

		Total delinquent loans		4	$	458			3	$	386			—	$	—			1	$	67


Delinquent loans to total loans						0.24	%				0.20	%				—	%				0.05	%


			At December 31, 2001										At December 31, 2000(1)

			60-89 Days					90 Days or More					60-89 Days					90 Days or More

					Principal					Principal					Principal					Principal
			Number		Balance			Number		Balance			Number		Balance			Number		Balance
			of Loans		of Loans			of Loans		of Loans			of Loans		of Loans			of Loans		of Loans

			(Dollars in thousands)
Real estate mortgage:
	One- to four-family residential			—	$	—			—	$	—			—	$	—			—	$	—
	Construction			—		—			—		—			—		—			—		—
	Home equity			—		—			—		—			—		—			—		—
	Commercial and multi-family			—		—			—		—			—		—			—		—

		Total		—		—			—		—			—		—			—		—
Commercial business				1		12			—		—			—		—			—		—
Consumer				3		14			—		—			—		—			—		—

		Total delinquent loans		4	$	26			—	$	—			—	$	—			—	$	—

Delinquent loans to total loans						0.06	%				—	%				—	%				—	%


(1)	Bayonne Community Bank commenced operations on November 1, 2000.

The table below sets forth the amounts and categories of non-performing assets in our loan portfolio. Loans are placed on non-accrual status when the collection of principal and/or interest become doubtful. For all periods presented, we had no troubled debt restructurings (which involve forgiving a portion of interest or principal on any loans or making loans at a rate materially less than that of market rates). Foreclosed assets include assets acquired in settlement of loans.


			At June 30,			At December 31,

			2005			2004			2003			2002			2001			2000(1)

			(Dollars in thousands)
Non-accruing loans:
	One- to four-family residential		$	—		$	173		$	—		$	—		$	—		$	—
	Construction			—			—			—			—			—			—
	Home equity			—			—			—			—			—			—
	Commercial and multi-family			400			313			67			67			—			—
	Commercial business			596			67			—			—			—			—
	Consumer			8			—			—			—			—			—

		Total		1,004			553			67			67			—			—

Accruing loans delinquent more than 90 days:
	One- to four-family residential			—			—			—			—			—			—
	Construction			—			—			—			—			—			—
	Home equity			10			—			—			—			—			—
	Commercial and multi-family			155			—			319			—			—			—
	Commercial business			—			448			—			—			—			—
	Consumer			—			3			—			—			—			—

		Total		165			451			319			—			—			—

Total non-performing loans				1,169			1,004			386			67			—			—
Foreclosed assets				3			6			—			—			—			—


Total non-performing assets			$	1,172		$	1,010		$	386		$	67		$	—		$	—

Total non-performing assets as a percentage of total assets				0.29	%		0.27	%		0.13	%		0.04	%		—	%		—	%

Total non-performing loans as a percent of total loans				0.42	%		0.40	%		0.20	%		0.05	%		—	%		—	%


(1)	Bayonne Community Bank commenced operations on November 1, 2000.

For the six months ended June 30, 2005 and the year ended December 31, 2004, gross interest income which would have been recorded had our non-accruing loans been current in accordance with their original terms amounted to $39,000 and $43,000, respectively. We received and recorded $27,000 and $29,000 in interest income for such loans for the six months ended June 30, 2005 and the year ended December 31, 2004, respectively.

Allocation of the Allowance for Loan Losses. The following table illustrates the allocation of the allowance for loan losses for each category of loan. The allocation of the allowance to each category is not necessarily indicative of future loss in any particular category and does not restrict our use of the allowance to absorb losses in other loan categories.


			At June 30,					At December 31,

			2005					2004					2003					2002					2001					2000

					Percent					Percent					Percent					Percent					Percent					Percent
					of Loans					of Loans					of Loans					of Loans					of Loans					of Loans
					in Each					in Each					in Each					in Each					in Each					in Each
					Category					Category					Category					Category					Category					Category
					in Total					in Total					in Total					in Total					in Total					in Total
			Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans

			(Dollars in thousands)
Type of loan:
	One- to four-family		$	78		13.40	%	$	78		13.98	%	$	105		17.74	%	$	64		20.64	%	$	52		20.04	%	$	5		18.16	%
	Construction			305		9.05			217		7.70			125		5.24			53		3.47			16		2.73			—		—
	Home equity			94		8.23			82		8.27			50		8.80			64		11.43			70		20.64			6		24.31
	Commercial and multi-family			1,930		62.71			1,669		63.68			1,178		60.25			658		53.34			225		48.19			15		50.64
	Commercial business			568		6.37			444		6.07			649		7.35			376		10.48			33		6.58			2		4.05
	Consumer			16		0.24			16		0.30			6		0.62			18		0.64			16		1.82			2		2.84

		Total	$	2,991		100.00	%	$	2,506		100.00	%	$	2,113		100.00	%	$	1,233		100.00	%	$	412		100.00	%	$	30		100.00	%

Allowance for Loan Losses. The following table sets forth information with respect to our allowance for loan losses:


		At or for the
		Six Months Ended
		June 30,						At or for the Years Ended December 31,

		2005			2004			2004			2003			2002			2001			2000

		(Dollars in thousands)
Total loans outstanding		$	278,981		$	223,249		$	249,315		$	191,138		$	123,435		$	45,411		$	1,481

Average loans outstanding		$	262,697		$	206,430		$	221,257		$	155,145		$	83,734		$	19,129		$	741

Allowance balance at beginning of period		$	2,506		$	2,113		$	2,113		$	1,233		$	412		$	30		$	—


Provision:
Real estate loans			361			300			588			619			476			337			26
Commercial business			199			45			92			273			353			31			2
Consumer			—			5			10			(12	)		14			14			2

	Total provision		560			350			690			880			843			382			30

Charge-offs:
Real estate loans			—			—			—			—			—			—			—
Commercial business			86			220			332			—			10			—			—
Consumer			—			—			—			—			12			—			—

	Total charge-offs		86			220			332			—			22			—			—

Recoveries:
Real estate loans			—			—			—			—			—			—			—
Commercial business			11			—			35			—			—			—			—
Consumer			—			—			—			—			—			—			—

	Total recoveries		11			—			35			—			—			—			—

Allowance balances at end of period		$	2,991		$	2,243		$	2,506		$	2,113		$	1,233		$	412		$	30

Allowance for loan losses as a percent of total loans outstanding			1.07	%		1.00	%		1.01	%		1.11	%		1.00	%		0.91	%		2.03	%

Net loans charged off as percent of average loans outstanding(1)			0.06	%		0.21	%		0.13	%		—	%		0.03	%		—	%		—	%


(1)	Annualized.

Cash and Cash Equivalents. Total cash and cash equivalents increased by $586,000, or 12.9% to $5.1 million at June 30, 2005 from $4.5 million at December 31, 2004. The increase in cash and cash equivalents reflects the proceeds from maturing investments that were not redeployed in investments or loans.

Securities. Securities classified as held-to-maturity decreased by $9.0 million or 7.7% to $108.0 million at June 30, 2005 from $117.0 million at December 31, 2004. The decrease was primarily attributable to call options exercised on $18.8 million of callable agency securities, sales of $6.0 million of callable agency securities and $1.3 million of mortgage backed securities and $3.2 million of repayments and prepayments in the mortgage backed security portfolio, partially offset by the purchase of $20.3 million of callable agency securities during the six months ended June 30, 2005. As the Company’s securities are exclusively categorized as held-to-maturity, we relied on an explanatory portion of FASB 115 to engage in the specific sales of agency securities.

Specifically, FASB 115 recognizes sales of debt securities that meet either of the following two conditions as maturities for purposes of the classification of securities:


	a.	The sale of a security occurs near enough to its maturity date (or call date if exercise of the call is probable) that interest rate risk is substantially eliminated as a pricing factor. That is, the date of sale is so near the maturity or call date (for example, within three months) that changes in market interest rates would not have a significant effect on the security’s fair value.


	b.	The sale of a security occurs after the enterprise has already collected a substantial portion (at least 85%) of the principal outstanding at acquisition due either to prepayments on the debt security or to scheduled payments on a debt security payable in equal installments (both principal and interest) over its term.

In the case of the sale of the agency debt securities, FASB 115 was satisfied because the sale of the securities occurred near enough to their call date, with the call being probable, that interest rate risk was substantially eliminated. In the case of the sale of the mortgage backed securities, a substantial portion, (over 85%), of the principal outstanding at acquisition, had been collected.

The following table sets forth the carrying value of our securities portfolio and Federal funds at the dates indicated.


			At June 30,		At December 31,

			2005		2004		2003		2002

			(In thousands)
Securities held to maturity:
	U.S. Government and agency securities		$	73,588	$	78,020	$	71,982	$	21,989
	Mortgage-backed securities			34,431		39,016		18,331		28,613

		Total securities held to maturity		108,019		117,036		90,313		50,602
Money market funds				—		—		6,000		2,000
FHLB stock				1,108		944		1,250		760

Total investment securities			$	109,127	$	117,980	$	97,563	$	53,362

At June 30, 2005, we had no investments that had an aggregate book value in excess of 10% of our equity.

The following table shows our purchase, sale and repayment activities for our securities held to maturity for the periods indicated.


			Six Months Ended
			June 30,						Years Ended December 31,

			2005			2004			2004		2003		2002

			(In thousands)
Purchases:
	Fixed-rate		$	20,315		$	26,900		$	75,823	$	75,947	$	27,091

		Total purchases	$	20,315		$	26,900		$	75,823	$	75,947	$	27,091


Sales:
	Fixed-rate(1)(2)		$	7,317		$	—		$	—	$	—	$	1,989

		Total sales	$	7,317		$	—		$	—	$	—	$	1,989


Principal Repayments:
	Repayment of principal		$	21,992		$	5,985		$	49,112	$	36,282	$	13,077

	Increase (decrease) in other items, net			(23	)		(58	)		12		46		15

		Net increase (decrease)	$	(9,017	)	$	20,857		$	26,723	$	39,711	$	12,040


(1)	Consists of a Fannie Mae mortgage-backed security designated as available for sale, sold during the year ended December 31, 2002.

(2)	During the six months ended June 30, 2005, sales consist of sales of mortgage-backed securities held to maturity which had repaid over 85% of their original principal balances and U.S. Government and agency securities which had a high probability of being called within three months.

Maturities of Securities Portfolio. The following table sets forth information regarding the scheduled maturities, carrying values, estimated market values, and weighted average yields for our securities portfolio at June 30, 2005 by contractual maturity. The following table does not take into consideration the effects of scheduled repayments or the effects of possible prepayments.


		As of June 30, 2005

							More Than One to					More Than Five to					More Than Ten
		Within One Year					Five Years					ten Years					Years					Total Investment Securities

				Weighted					Weighted					Weighted					Weighted							Weighted
		Carrying		Average			Carrying		Average			Carrying		Average			Carrying		Average			Market		Carrying		Average
		Value		Yield			Value		Yield			Value		Yield			Value		Yield			Value		Value		Yield

		(Dollars in thousands)
U.S. government agency securities		$	—		—	%	$	8,999		4.22	%	$	34,294		4.86	%	$	30,295		5.62	%	$	73,561	$	73,588		5.09	%
Mortgage-backed securities			—		—			—		—			434		6.00			33,997		4.95			34,570		34,431		4.96
FHLB stock			1,108		4.70			—		—			—		—			—		—			1,108		1,108		4.70

	Total investment securities	$	1,108		4.70	%	$	8,999		4.22	%	$	34,728		4.87	%	$	64,292		5.27	%	$	109,239	$	109,127		5.05	%

Deposits. Deposits increased by $12.4 million or 3.7% to $349.6 million at June 30, 2005 from $337.2 million at December 31, 2004. The increase resulted primarily from an increase during the six months ended June 30, 2005 of $21.6 million in time deposit accounts and an increase of $3.8 million in transaction accounts, partially offset by a $13.0 million decrease in savings and club accounts as we have experienced deposit flow from lower cost savings and club balances to higher cost time deposits. Time deposit rates have increased during the six months ended June 30, 2005 reflecting the increase in short term market interest rates. We have been able to achieve the growth in deposits through competitive pricing on select deposit products.

The following table sets forth the dollar amount of savings deposits in the various types of deposit programs we offered as of the dates indicated.


		At June 30, 2005							At December 31, 2004

		Weighted							Weighted
		Average							Average
		Rate(1)		Percent			Amount		Rate(1)		Percent			Amount

		(Dollars in thousands)
Demand			—%		7.9	%	$	27,732		—%		6.1	%	$	20,557
NOW			1.37%		5.9	%		20,448		1.42%		6.9	%		23,155
Money market			1.91%		0.5	%		1,766		1.98%		0.7	%		2,483
Savings and club accounts			2.17%		52.9	%		184,876		2.20%		58.7	%		197,868
Certificates of deposit			2.91%		32.8	%		114,826		2.68%		27.6	%		93,180

	Total		2.18%		100.0	%	$	349,648		2.14%		100.0	%	$	337,243


(1)	Represents the average rate paid during the period.


		At December 31,

		2003							2002

		Weighted							Weighted
		Average							Average
		Rate(1)		Percent			Amount		Rate(1)		Percent			Amount

		(Dollars in thousands)
Demand			—%		6.6	%	$	16,626		—%		8.6	%	$	14,007
NOW			1.37%		6.8	%		17,201		1.77%		6.5	%		10,656
Money market			2.01%		0.8	%		2,163		2.41%		1.6	%		2,546
Savings and club accounts			2.28%		64.2	%		162,832		2.79%		71.1	%		116,328
Certificates of deposit			2.51%		21.6	%		54,828		2.90%		12.2	%		19,982

	Total		2.11%		100.0	%	$	253,650		2.53%		100.0	%	$	163,519


(1)	Represents the average rate paid during the period.

The following table sets forth our savings flows during the periods indicated.


		Six Months Ended
		June 30,						Years Ended December 31,

		2005			2004			2004			2003			2002

		(Dollars in thousands)
Beginning of period		$	337,243		$	253,650		$	253,650		$	163,519		$	101,749

Net deposits			8,688			52,104			77,183			85,873			58,404
Interest credited on deposit accounts			3,717			2,926			6,410			4,258			3,366

	Total increase in deposit accounts		12,405			55,030			83,593			90,131			61,770

Ending balance		$	349,648		$	308,680		$	337,243		$	253,650		$	163,519

Percent increase			3.68	%		21.70	%		32.96	%		55.12	%		60.71	%

Jumbo Certificates of Deposit. The following table indicates the amount of our certificates of deposit of $100,000 or more by time remaining until maturity.


Maturity Period	At June 30, 2005

	(In thousands)
Within three months	$	8,768
Three through twelve months		10,619
Over twelve months		27,092

Total	$	46,479

The following table presents, by rate category, our certificate of deposit accounts as of the dates indicated.


							At December 31,

		At June 30, 2005					2004					2003					2002

		Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent

		(Dollars in thousands)
Certificate of deposit rates:
	1.00% - 1.99%	$	—		—	%	$	2,510		2.69	%	$	1,876		3.42	%	$	919		4.60	%
	2.00% - 2.99%		39,964		34.80			48,915		52.50			44,546		81.25			14,711		73.62
	3.00% - 3.99%		60,673		52.84			41,725		44.78			8,406		15.33			4,348		21.76
	4.00% - 4.99%		14,189		12.36			30		0.03			—		—			—		—
	5.00% - 5.99%		—		—			—		—			—		—			—		—
	6.00% - 6.99%		—		—			—		—			—		—			4		0.02

	Total	$	114,826		100.00	%	$	93,180		100.00	%	$	54,828		100.00	%	$	19,982		100.00	%

The following table presents, by rate category, the remaining period to maturity of certificate of deposit accounts outstanding as of June 30, 2005.


			Maturity Date

			1 Year		Over 1 to		Over 2 to		Over
			or Less		2 Years		3 Years		3 Years		Total

			(In thousands)
Interest rate:
	1.00% - 1.99%		$	—	$	—	$	—	$	—	$	—
	2.00% - 2.99%			37,807		2,051		88		18		39,964
	3.00% - 3.99%			18,652		31,125		4,172		6,724		60,673
	4.00% - 4.99%			1,106		3,425		1,514		8,144		14,189

		Total	$	57,565	$	36,601	$	5,774	$	14,886	$	114,826

Borrowings. Borrowed money increased by $6.3 million or 44.7% to $20.4 million at June 30, 2005 from $14.1 million at December 31, 2004. The increase in borrowings reflects the use of short-term FHLB advances to augment deposits as our funding source for originating loans.

Our borrowings consist primarily of short-term FHLB advances with interest rates that adjust regularly. Our borrowings also include, since June 2004, $4.1 million of a trust preferred floating rate junior subordinated debenture (the “Debenture”) issued to a special purpose subsidiary. The Debenture pays interest at a floating rate that adjusts quarterly by 265 basis points above the LIBOR rate. The Debenture is callable at the option of BCB Bancorp, Inc. on or after June 17, 2009, and will fully mature on June 17, 2034. At June 30, 2005, and December 31, 2004, the interest rate on this debenture was 6.07% and 5.15%, respectively. The following table sets forth information concerning balances and interest rates on our short-term borrowings at the dates and for the periods indicated.


	At or for the						At or for the
	Six Months Ended						Years Ended
	June 30,						December 31,

	2005			2004			2004			2003			2002

	(Dollars in thousands)
Balance at end of period	$	16,300		$	25,000		$	10,000		$	25,000			$—
Average balance during period	$	13,700		$	25,000		$	23,440		$	2,945			$—
Maximum outstanding at any month end	$	21,400		$	25,000		$	25,000		$	25,000			$—
Weighted average interest rate at end of period		3.48	%		1.48	%		2.58	%		1.48	%		—	%
Average interest rate during period		2.87	%		1.48	%		1.54	%		1.49	%		—	%

At June 30, 2005, we had the ability to borrow approximately $81.0 million under our credit facilities with the FHLB.

Shareholders’ Equity. Shareholders’ equity increased by $2.0 million or 7.7% to $28.0 million at June 30, 2005 from $26.0 million at December 31, 2004. The increase was primarily attributable to net income for the six months ended June 30, 2005 of $2.4 million partially offset by $422,000 utilized to repurchase 21,982 shares of common stock under the Company’s stock repurchase plan. At June 30, 2005, Bayonne Community Bank’s tier 1, tier 1 risk-based and total risk based capital ratios were 8.09%, 12.12% and 13.24% respectively.

Comparison of Financial Condition at December 31, 2004 and at December 31, 2003

Since we commenced operations in 2000 we have sought to grow our assets and deposit base consistent with our capital requirements. We offer competitive loan and deposit products and seek to distinguish ourselves from our competitors through our service and availability. Total assets increased by $77.6 million or 25.8% to $378.3 million at December 31, 2004 from $300.7 million at December 31, 2003 as the Company continued to grow the Bank’s deposit base and invest these deposits in loans and securities.

Loans. Loans receivable increased by $57.6 million or 30.5% to $246.4 million at December 31, 2004 from $188.8 million at December 31, 2003. The increase resulted primarily from a $44.7 million increase in commercial and business loans, net of amortization, a $10.1 million increase in home mortgages and construction loans, net of amortization, and a $3.5 million increase in consumer loans, net of amortization, partially offset by an increase of $393,000 in the allowance for loan losses. The growth in loans receivable was primarily attributable to competitive pricing in a lower than normal interest rate environment and a strong local economy where real estate construction and rehabilitation of existing buildings remained active.

The following table sets forth the contractual maturity of our loan portfolio at December 31, 2004. The amount shown represents outstanding principal balances. Demand loans, loans having no stated schedule of repayments and no stated maturity and overdrafts are reported as being due in one year or less. Variable-rate loans are shown as due at the time of repricing. The table does not include prepayments or scheduled principal repayments.


			Due After 1
	Due Within		through		Due After
	1 Year		5 Years		5 Years		Total

	(In thousands)
One- to four-family	$	2,845	$	2,423	$	29,587	$	34,855
Construction		18,572		252		385		19,209
Home equity		2,146		1,768		16,715		20,629
Commercial and multi-family		3,609		67,382		87,764		158,755
Commercial business		11,194		3,159		770		15,123
Consumer		367		365		12		744

Total amount due	$	38,733	$	75,349	$	135,233	$	249,315

The following table sets forth the dollar amount of all loans at December 31, 2004 that are due after December 31, 2005, and have predetermined interest rates and that have floating or adjustable interest rates.


				Floating or
		Fixed Rates		Adjustable Rates		Total

		(In thousands)
One- to four-family residential		$	29,587	$	2,423	$	32,010
Construction			637		—		637
Home equity			18,483		—		18,483
Commercial and multi-family			81,201		73,945		155,146
Commercial business			3,586		343		3,929
Consumer			377		—		377

	Total amount due	$	133,871	$	76,711	$	210,582

During 2004, we decided to discontinue our involvement in commercial heavy equipment lending due to the relatively poor performance of that portfolio. Accordingly, the portfolio, which consisted of 29 loans totaling $3.3 million at December 31, 2003, was reduced to nine loans totaling $945,000 at December 31, 2004. In June 2004, we sold in bulk 14 non-performing loans for $1.1 million, incurring a $56,000 loss. In addition, we resolved 5 non-performing loans through repossession and sale of the underlying collateral, resulting in $297,000 in net charge-offs to the allowance for loan losses. We have not originated any commercial heavy equipment loans since May 2003 and have no current plans to originate such loans in the future.

Cash and Cash Equivalents. Total cash and cash equivalents decreased by $7.3 million or 61.5% to $4.5 million at December 31, 2004 from $11.8 million at December 31, 2003 as we reduced excess liquidity and redeployed it into higher yielding loans and securities.

Securities. Securities held-to-maturity increased by $26.7 million or 29.6% to $117.0 million at December 31, 2004 from $90.3 million at December 31, 2003. This increase was primarily attributable to the purchase of $48.1 million of callable agency securities and the purchase of $27.7 million of mortgage backed securities partially offset by the call of $42.0 million of agency securities and repayments and prepayments of $7.1 million in mortgage backed securities during the twelve months ended December 31, 2004.

Other Assets. Fixed assets remained at $5.7 million at both December 31, 2004 and 2003 as fixed asset purchases during 2004 approximately equaled the depreciation of fixed assets during the year ended December 31, 2004.

Deposits. Deposit liabilities increased by $83.5 million or 32.9% to $337.2 million at December 31, 2004 from $253.7 million at December 31, 2003. The increase resulted primarily from an increase of $35.0 million or 21.5% in savings and club accounts to $197.9 million from $162.8 million, an increase of $38.4 million or 69.9% in time deposits to $93.2 million from $54.8 million, and an increase of $10.2 million or 28.4% in demand deposits to $46.2 million from $36.0 million. We achieved these growth rates through competitive pricing on select deposit products and personalized service.

Borrowings. Borrowings decreased by $10.9 million or 43.5% to $14.1 million at December 31, 2004 from $25.0 million at December 31, 2003. This decrease resulted primarily from the maturity and subsequent reduction of $15.0 million of a $25.0 million FHLB advance partially offset by the issuance of pooled trust preferred securities totaling $4.1 million. The reduction in FHLB advances reflects management’s philosophy of reducing wholesale borrowings during a time of steadily increasing short-term interest rates so as to more closely monitor and reduce interest expense and to continue to fund balance sheet growth through more organic means.

Shareholders’ Equity. Shareholders’ equity increased by $4.9 million or 23.0% to $26.0 million at December 31, 2004 from $21.2 million at December 31, 2003. This increase was primarily attributable to net income for the year ended December 31, 2004 of $3.6 million, cash totaling $1.1 million received from the exercise of stock options by directors, officers and employees and a tax benefit of $179,000 related to the exercise of stock options. At December 31, 2004, the Bayonne Community Bank’s tier 1 leverage, tier 1 risk-based and total risk-based capital ratios were 7.75%, 11.84%, and 12.83% respectively.

Comparison of Financial Condition at December 31, 2003 and at December 31, 2002

Total assets increased by $117.6 million, or 64.2%, to $300.7 million at December 31, 2003 from $183.1 million at December 31, 2002 as we continued to grow our deposit base and invest the deposits in loans and investments.

Loans. Loans receivable increased by $66.7 million, or 54.6%, to $188.8 million at December 31, 2003 from $122.1 million at December 31, 2002. The increase resulted primarily from a $50.2 million increase in commercial and multi-family loans, net of amortization, a $14.2 million increase in home mortgages and construction loans net of amortization, a $2.9 million increase in consumer loans net of amortization, partially offset by an increase of $880,000 in the allowance for loan losses. The growth in loans receivable was primarily attributable to competitive pricing in a lower than normal interest rate environment and a vibrant local economy as real estate construction and rehabilitation was active during 2003.

Cash and Cash Equivalents. Total cash and cash equivalents increased by $6.7 million, or 131.4%, to $11.8 million at December 31, 2003 from $5.1 million at December 31, 2002 in order to accumulate cash liquidity to facilitate loan closings in the near term.

Securities. Investment securities held-to-maturity increased by $39.7 million, or 78.5%, to $90.3 million at December 31, 2003 from $50.6 million at December 31, 2002. This increase was primarily attributable to the purchase of $70.0 million of callable agency securities and the purchase of $6.0 million of mortgage-backed securities, which was partially offset by the call of $20.0 million of agency securities

and $16.3 million of mortgage backed security repayments and prepayments during the twelve months ended December 31, 2003.

Other Assets. Fixed assets increased by $3.1 million, or 119.2%, to $5.7 million at December 31, 2003 from $2.6 million at December 31, 2002. The increase in fixed assets resulted primarily from the rehabilitation of and equipment purchase for a leased facility, presently being used as a branch office, opened during the spring of 2003 and the acquisition, construction and outfitting of our 13,200 square foot corporate headquarters which opened during the fourth quarter of 2003.

Deposits. Deposit liabilities increased by $90.2 million, or 55.2%, to $253.7 million at December 31, 2003 from $163.5 million at December 31, 2002. The increase resulted primarily from an increase of $46.5 million or 40.0% in savings and club accounts to $162.8 million from $116.3 million, an increase of $34.8 million or 174.0% in time deposits to $54.8 million from $20.0 million, and an increase of $8.8 million or 32.4% in demand deposits to $36.0 million from $27.2 million. We have been able to achieve these growth rates through competitive pricing on select deposit products and personalized service.

Borrowings. Borrowings were $25.0 million at December 31, 2003. We had no borrowings at December 31, 2002. We employed a leverage strategy funded with wholesale borrowings from the FHLB maturing in November 2004 and carrying a 1.48% interest rate to invest in two callable investment securities issued by the FHLB. The two investment securities have a final maturity of fifteen years, and consist of a $20.9 million investment yielding 6.05% and a $4.2 million investment yielding 6.00%.

Shareholders’ Equity. Shareholders’ equity increased by $2.4 million, or 12.8%, to $21.2 million at December 31, 2003 from $18.8 million at December 31, 2002. The increase was wholly attributable to net income for the year ended December 31, 2003 of $2.4 million. At December 31, 2003, the Bayonne Community Bank’s tier 1 leverage, tier 1 risk-based and total risk-based capital ratios were 7.02%, 10.47%, and 11.51% respectively.

Results of Operations

Results of Operations for the Six Months Ended June 30, 2005 and 2004

Net Income. Net income increased by $884,000 or 60.1% to $2.4 million for the six months ended June 30, 2005 from $1.5 million for the six months ended June 30, 2004. The increase in net income is due to increases in net interest income and non-interest income and a decrease in non-interest expense, partially offset by increases in the provision for loan losses and income taxes. Net interest income increased by $1.2 million or 18.5% to $7.7 million for the six months ended June 30, 2005 from $6.5 million for the six months ended June 30, 2004. This increase resulted primarily from and an increase in average interest earning assets of $56.0 million or 17.2% to $380.7 million for the six months ended June 30, 2005 from $324.7 million for the six months ended June 30, 2004. The increase in average interest earning assets was funded primarily through an increase in average interest bearing liabilities of $46.0 million or 15.8% to $336.5 million for the six months ended June 30, 2005 from $290.5 million for the six months ended June 30, 2004. The increase in net interest income also reflects an increase in the net interest margin to 4.07% for the six months ended June 30, 2005 from 4.01% for the six months ended June 30, 2004.

Interest Income. Interest income on loans receivable increased by $2.0 million or 29.0% to $8.9 million for the six months ended June 30, 2005 from $6.9 million for the six months ended June 30, 2004. The increase was primarily attributable to an increase in average loans receivable of $56.3 million or 27.3% to $262.7 million for the six months ended June 30, 2005 from $206.4 million for the six months ended June 30, 2004, and an increase in the average yield on loans receivable to 6.76% for the six months ended June 30, 2005 from 6.67% for the six months ended June 30, 2004. The increase in average loans reflects management’s philosophy to deploy funds in higher yielding instruments, specifically commercial real estate loans, in an effort to achieve higher returns.

Interest income on securities held-to-maturity increased by $197,000 or 7.3% to $2.9 million for the six months ended June 30, 2005 from $2.7 million for the six months ended June 30, 2004. The increase was primarily due to an increase in the average balance of securities held-to-maturity of $14.7 million or 14.7% to $114.4 million for the six months ended June 30, 2005 from $99.7 million for the six months ended June 30, 2004 partially offset by a decrease in the average yield on securities held-to-maturity to 5.08% for

the six months ended June 30, 2005 from 5.43% for the six months ended June 30, 2004. The increase in average balance reflects management’s philosophy to deploy funds in securities absent the opportunity to invest in higher yielding loans in an effort to achieve higher returns. The decrease in average yield reflects the lower interest rate environment for investment securities in 2005 as compared to 2004.

Interest income on other interest-earning assets decreased by $56,000 or 80.0% to $14,000 for the six months ended June 30, 2005 from $70,000 for the six months ended June 30, 2004. This decrease was primarily due to a decrease of $14.9 million or 80.5% in the average balance of other interest-earning assets to $3.6 million for the six months ended June 30, 2005 from $18.5 million for the six months ended June 30, 2004 partially offset by a slight increase in the average yield on other interest-earning assets to 0.77% for the six months ended June 30, 2005 from 0.76% for the six months ended June 30, 2004. The decrease in average balance reflects management’s philosophy to deploy funds in higher yielding instruments such as commercial real estate loans and securities in an effort to achieve higher returns.

Interest Expense. Total interest expense increased by $902,000 or 28.6% to $4.1 million for the six months ended June 30, 2005 from $3.2 million for the six months ended June 30, 2004. The increase resulted primarily from an increase in average interest bearing liabilities of $46.0 million or 15.8% to $336.5 million for the six months ended June 30, 2005 from $290.5 million for the six months ended June 30, 2004, and an increase in the average cost of interest bearing liabilities to 2.41% for the six months ended June 30, 2005 from 2.17% for the six months ended June 30, 2004.

Analysis of Net Interest Income. Net interest income is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Net interest income depends on the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them, respectively.

The following tables set forth balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. The yields set forth below include the effect of deferred fees, discounts and premiums, which are included in interest income.


			Six Months Ended June 30, 2005								Six Months Ended June 30, 2004

			Average			Interest		Average			Average			Interest		Average
			Balance			Earned/Paid		Yield/Cost(4)			Balance			Earned/Paid		Yield/Cost(4)

			(Dollars in thousands)
Interest-earning assets:
	Loans receivable		$	262,697		$	8,882		6.76	%	$	206,430		$	6,882		6.67	%
	Investment securities(1)			114,354			2,905		5.08			99,734			2,708		5.43
	Interest-earning deposits			3,645			14		0.77			18,516			70		0.76

		Total interest-earning assets		380,696			11,801		6.20	%		324,680			9,660		5.95	%

Interest-bearing liabilities:
	Interest-bearing demand deposits		$	21,096			144		1.37	%	$	18,590			127		1.37	%
	Money market deposits			2,414			23		1.91			2,456			24		1.95
	Savings deposits			191,720			2,076		2.17			172,325			1,882		2.18
	Certificates of deposit			103,462			1,503		2.91			71,770			930		2.59
	Borrowings			17,824			310		3.48			25,317			191		1.51

		Total interest-bearing liabilities		336,516			4,056		2.41	%		290,458			3,154		2.17	%

Net interest income						$	7,745							$	6,506

Interest rate spread(2)									3.79	%							3.78	%

Net interest margin(3)									4.07	%							4.01	%

Ratio of average interest-earning assets to average interest-bearing liabilities				113.13	%							111.78	%


			Year Ended December 31, 2004								Year Ended December 31, 2003								Year Ended December 31, 2002

						Interest		Average						Interest		Average						Interest		Average
			Average			Earned/		Yield/			Average			Earned/		Yield/			Average			Earned/		Yield/
			Balance			Paid		Cost(4)			Balance			Paid		Cost(4)			Balance			Paid		Cost(4)

			(Dollars in thousands)
Interest-earning assets:
	Loans receivable		$	221,257		$	14,784		6.68	%	$	155,145		$	10,745		6.93	%	$	83,734		$	6,119		7.31	%
	Investment securities(1)			108,297			5,757		5.32			60,286			3,299		5.47			48,380			2,949		6.10
	Interest-earning deposits			17,721			159		0.90			10,446			91		0.87			15,893			272		1.71

		Total interest-earning assets		347,275			20,700		5.96	%		225,877			14,135		6.26	%		148,007			9,340		6.31	%

Interest-bearing liabilities:
	Interest-bearing demand deposits		$	21,105			299		1.42	%	$	14,844			203		1.37	%	$	9,520			169		1.77	%
	Money market deposits			2,622			52		1.98			2,287			46		2.01			2,533			61		2.41
	Savings deposits			181,383			3,981		2.20			141,749			3,235		2.28			99,057			2,761		2.79
	Certificates of deposit			80,336			2,153		2.68			32,186			808		2.51			13,402			389		2.90
	Borrowings			25,660			460		1.79			2,945			44		1.49			—			—		—

		Total interest-bearing liabilities		311,106			6,945		2.23	%		194,011			4,336		2.23	%		124,512			3,380		2.71	%

Net interest income						$	13,755							$	9,799							$	5,960

Interest rate spread(2)									3.73	%							4.03	%							3.60	%

Net interest margin(3)									3.96	%							4.34	%							4.03	%

Ratio of average interest-earning assets to average interest-bearing liabilities				111.63	%							116.42	%							118.87	%


(1)	Includes Federal Home Loan Bank of New York stock.

(2)	Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(3)	Net interest margin represents net interest income as a percentage of average interest-earning assets.

(4)	Average yields are computed using annualized interest income and expense for the periods.

Rate/ Volume Analysis. The table below sets forth certain information regarding changes in our interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in average volume (changes in average volume multiplied by old rate); (ii) changes in rate (change in rate multiplied by old average volume); (iii) the allocation of changes in rate and volume; and (iv) the net change.


			Six Months Ended June 30,

			2005 vs 2004

			Increase/(Decrease)
			Due to									Total
												Increase
			Volume			Rate			Rate/Volume			(Decrease)

			(In thousands)
Interest income:
	Loans receivable		$	1,876		$	97		$	27		$	2,000
	Investment securities			397			(174	)		(26	)		197
	Interest-earning deposits with other banks			(56	)		1			(1	)		(56	)

		Total interest-earning assets		2,217			(76	)		—			2,141

Interest expense:
	Interest-bearing demand accounts		$	17			—			—		$	17
	Money market			—			(1	)		—			(1	)
	Savings and club			212			(16	)		(2	)		194
	Certificates of deposit			411			112			50			573
	Borrowing funds			(57	)		250			(74	)		119

		Total interest-bearing liabilities		583			345			(26	)		902

Change in net interest income			$	1,634		$	(421	)	$	26		$	1,239


		Years Ended December 31,

		2004 vs. 2003										2003 vs. 2002

		Increase/(Decrease)										Increase/(Decrease)
		Due to										Due to
										Total											Total
							Rate/			Increase								Rate/			Increase
		Volume		Rate			Volume			(Decrease)		Volume			Rate			Volume			(Decrease)

		(In thousands)
Interest income:
	Loans receivable	$	4,580	$	(379	)	$	(162	)	$	4,039	$	5,218		$	(320	)	$	(272	)	$	4,626
	Investment securities		2,627		(94	)		(75	)		2,458		726			(302	)		(74	)		350
	Interest-earning deposits with other banks		63		3			2			68		(93	)		(134	)		46			(181	)

	Total interest-earning assets		7,270		(470	)		(235	)		6,565		5,851			(756	)		(300	)		4,795

Interest expense:
	Interest-bearing demand accounts		86		7			3			96		95			(38	)		(23	)		34
	Money market		7		(1	)		—			6		(6	)		(10	)		1			(15	)
	Savings and club		904		(113	)		(45	)		746		1,190			(501	)		(215	)		474
	Certificates of deposit		1,209		55			81			1,345		545			(53	)		(73	)		419
	Borrowed funds		338		9			69			416		—			—			44			44

	Total interest-bearing liabilities		2,544		(43	)		108			2,609		1,824			(602	)		(266	)		956

Change in net interest income		$	4,726	$	(427	)	$	(343	)	$	3,956	$	4,027		$	(154	)	$	(34	)	$	3,839

Provision for Loan Losses. The provision for loan losses totaled $560,000 and $350,000 for the six-month periods ended June 30, 2005 and 2004, respectively. The provision for loan losses is established based upon management’s review of the loan portfolio and consideration of a variety of factors including, but not limited to:


	•	the risk characteristics of the loan portfolio,

	•	current economic conditions,

	•	actual losses previously experienced,

	•	significant level of loan growth, and

	•	the existing level of reserves for loan losses that are probable and estimable.

During the six months ended June 30, 2005, we recorded $75,000 in net loan charge-offs. During the six months ended June 30, 2004, we recorded $220,000 in loan charge-offs related to the foreclosure of five loans, which were resolved by the Bank taking ownership of the underlying loan collateral. We had non-performing loans totaling $1.2 million or 0.42% of gross loans at June 30, 2005, $1.0 million or 0.40% of gross loans at December 31, 2004 and $386,000 or 0.17% of gross loans at June 30, 2004. The allowance for loan losses was $3.0 million or 1.07% of gross loans at June 30, 2005, $2.5 million or 1.01% of gross loans at December 31, 2004 and $2.2 million or 1.00% of gross loans at June 30, 2004. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance. In making its assessment, management utilizes a review of the loan portfolio prepared by Bayonne Community Bank’s internal auditor. The internal auditor prepares this review on a quarterly basis. While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in the aforementioned criteria. In addition various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require that we recognize additional provisions based on their judgment of information available to them at the time of their examination. Management believes that the allowance for loan losses was adequate at June 30, 2005, December 31, 2004 and June 30, 2004.

The following table sets forth an analysis of our allowance for loan losses, charge-offs, recoveries and provisions for loan losses.


		At or for the
		Six Months Ended
		June 30,						At or for the Years Ended December 31,

		2005			2004			2004			2003			2002			2001			2000(1)

		(Dollars in thousands)
Allowance for loan losses at beginning of period		$	2,506		$	2,113		$	2,113		$	1,233		$	412		$	30		$	—

Charge-offs:
	One- to four-family residential		—			—			—			—			—			—			—
	Construction		—			—			—			—			—			—			—
	Home equity		—			—			—			—			—			—			—
	Commercial and multi-family		—			—			—			—			—			—			—
	Commercial business		86			220			332			—			10			—			—
	Consumer		—			—			—			—			12			—			—

Total charge-offs			86			220			332			—			22			—			—

Recoveries			11			—			35			—			—			—			—

Net charge-offs			75			220			297			—			22			—			—

Provisions charged to operations			560			350			690			880			843			382			30

Ending allowance for loan losses		$	2,991		$	2,243		$	2,506		$	2,113		$	1,233		$	412		$	30

Ratio of non-performing assets to total assets at the end of period			0.29	%		0.21	%		0.27	%		0.13	%		0.04	%		—	%		—	%

Ratio of net charge-offs during the period to average loans outstanding during the period			0.06	%		0.21	%		0.13	%		—	%		0.03	%		—	%		—	%

Ratio of net charge-offs during the period to non-performing loans			12.83	%		113.99	%		29.58	%		—	%		32.84	%		—	%		—	%


(1)	Bayonne Community Bank commenced operations on November 1, 2000.

Non-Interest Income. Total non-interest income increased by $114,000 to $402,000 for the six months ended June 30, 2005 from $288,000 for the six months ended June 30, 2004. The increase in non-interest income resulted primarily from a $56,000 decrease on sales of non-performing loans. We did not sell any such loans or record any gain or loss during the six months ended June 30, 2005 as compared to a $56,000 loss recorded during the six months ended June 30, 2004. The increase in non-interest income also resulted from increases of $28,000 on gain on sale of securities and $42,000 on gains on sale of loans originated for sale, partially offset by a $13,000 decrease in fees and service charges for the six months ended June 30, 2005 and 2004. The gain on sale of securities was accomplished from securities originally designated as held-to-maturity but sold based upon guidance set forth in FASB 115 which was reviewed by management and our independent external auditor. Following this review and analysis of the specific securities to be sold, the sales of securities were completed.

Non-Interest Expense. Total non-interest expense decreased by $119,000 or 3.0% to $3.9 million for the six months ended June 30, 2005 from $4.0 million for the six months ended June 30, 2004. The decrease in the six-month period in 2005 was primarily due to a decrease of $286,000 or 31.5% in other non-interest expense. Other non-interest expense is comprised of director fees, stationary, forms and printing, professional fees, legal fees, check printing, correspondent bank fees, telephone and communication, shareholder relations and other fees and expenses. The decrease in other non-interest expense is

primarily attributable to decreased legal, professional and shareholder relation expense, as we incurred expenses associated with a proxy contest initiated by an opposing slate of directors during the six months ended June 30, 2004. No comparable expenses were incurred during the six months ended June 30, 2005. All other categories of non-interest expense increased $167,000 or 5.4% in aggregate to $3.3 million for the six months ended June 30, 2005, from $3.1 million for the six months ended June 30, 2004.

Income Taxes. Income tax expense increased $378,000 to $1.4 million for the six months ended June 30, 2005 from $983,000 for the six months ended June 30, 2004 reflecting increased pre-tax income earned during the six month time period ended June 30, 2005 partially offset by the formation of BCB Holding Company Investment Corp., (the “Investment Company”). The Investment Company, a New Jersey Investment Company is subject to a state income tax rate of 3.6% as compared to the 9.0% rate paid by BCB Bancorp, Inc. and Bayonne Community Bank. The utilization of the Investment Company to hold investments during the six months ended June 30, 2005 reduced consolidated income tax expenses by approximately $104,000 and reduced the consolidated effective income tax rate to 36.6% as compared to 40.1% for the six months ended June 30, 2004.

Results of Operations for the Years Ended December 31, 2004 and 2003

Net Income. Net income increased by $1.2 million or 51.1% to $3.6 million for the year ended December 31, 2004 from $2.4 million for the year ended December 31, 2003. The increase in net income was a result of increases in net interest income and non-interest income and a decrease in the provision for loan losses partially offset by increases in non-interest expense and income taxes. Net interest income increased by $4.0 million or 40.4% to $13.8 million for the year ended December 31, 2004 from $9.8 million for the year ended December 31, 2003. The increase resulted primarily from an increase in average net interest earning assets of $4.3 million or 13.5% to $36.2 million for the year ended December 31, 2004 from $31.9 million for the year ended December 31, 2003 partially offset by a decrease in our net interest margin to 3.96% for the year ended December 31, 2004 from 4.34% for the year ended December 31, 2003. The decrease in our net interest margin reflects the increases in shorter term interest rates during the second half of 2004, while long term rates trended slightly downward during the same time period.

Interest Income. Interest income on loans receivable increased by $4.0 million or 37.6% to $14.8 million for the year ended December 31, 2004 from $10.8 million for the year ended December 31, 2003. The increase was primarily due to an increase in average loans receivable of $66.1 million or 42.6% to $221.3 million for the year ended December 31, 2004 from $155.1 million for the year ended December 31, 2003 partially offset by a decrease in the average yield on loans receivable to 6.68% for the year ended December 31, 2004 from 6.93% for the year ended December 31, 2003. The increase in the average balance of loans reflects management’s philosophy to deploy funds in higher yielding loans, specifically commercial real estate loans, as opposed to investments in lower yielding government securities. The decrease in average yield reflects the continued lower long-term interest rate environment in 2004.

Interest income on securities increased by $2.5 million or 74.5% to $5.8 million for the year ended December 31, 2004 from $3.3 million for the year ended December 31, 2003. The increase was primarily attributable to an increase of $48.0 million or 79.6% in the average balance of securities to $108.3 million for the year ended December 31, 2004 from $60.3 million for the year ended December 31, 2003, partially offset by a decrease in the average yield on securities to 5.32% for the year ended December 31, 2004 from 5.47% for the year ended December 31, 2003. The increase in average balances reflects the redeployment of funds previously invested in short-term interest earning deposits and the on-going leverage strategy utilizing FHLB advances.

Interest income on other interest-earning assets, consisting primarily of federal funds sold, increased by $68,000 or 74.7% to $159,000 for the year ended December 31, 2004 from $91,000 for the year ended December 31, 2003. The increase was primarily due to an increase in the average balance of other interest-earning assets to $17.7 million for the year ended December 31, 2004 from $10.4 million for the

year ended December 31, 2003 partially offset by a slight increase in the average yield on other interest-earning assets to 0.90% for the year ended December 31, 2004 from 0.87% for the year ended December 31, 2003. Our loan pipeline consistently totaled over $30.0 million during 2004. The increase in the average balance of other interest-earning assets reflects management’s philosophy to maintain a liquid source of funds to facilitate the prompt closing of loans.

Interest Expense. Total interest expense increased by $2.6 million or 60.2% to $6.9 million for the year ended December 31, 2004 from $4.3 million for the year ended December 31, 2003. This increase resulted from an increase in average total interest bearing deposit liabilities of $94.4 million or 49.4% to $285.4 million for the year ended December 31, 2004 from $191.1 million for the year ended December 31, 2003, and an increase of $22.7 million in average borrowings to $25.7 million at December 31, 2004, from $2.9 million for the year ended December 31, 2003. The average cost of total interest bearing liabilities was 2.23% for the years ended December 31, 2004 and 2003.

Provision for Loan Losses. The provision for loan losses totaled $690,000 and $880,000 for the years ended December 31, 2004 and 2003, respectively. The provision for loan losses is established based upon management’s review of our loans and consideration of a variety of factors including, but not limited to, (1) the risk characteristics of the loan portfolio, (2) current economic conditions, (3) actual losses previously experienced, (4) the significant level of loan growth and (5) the existing level of reserves for loan losses that are possible and estimable. During 2004, we experienced $297,000 in net charge-offs (consisting of $332,000 in charge-offs and $35,000 in recoveries) related entirely to the liquidation of five heavy equipment commercial loans. As previously discussed, we decided to discontinue our origination of loans secured by heavy equipment. During 2003, there were no charge-offs or recoveries. We had non-accrual loans totaling $553,000 at December 31, 2004 and $67,000 at December 31, 2003. The allowance for loan losses was $2.5 million or 1.01% of gross total loans at December 31, 2004 as compared to $2.1 million or 1.11% of gross total loans at December 31, 2003. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance. While management uses available information to recognize loses on loans, future loan loss provisions may be necessary based on changes in the aforementioned criteria. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require that we recognize additional provisions based on their judgment of information available to them at the time of their examination. Management believes that the allowance for loan losses was adequate at both December 31, 2004 and 2003.

Non-Interest Income. Total non-interest income increased by $143,000 or 29.8% to $623,000 for the year ended December 31, 2004 from $480,000 for the year ended December 31, 2003. The increase in non-interest income resulted primarily from a $150,000 increase in fees and service charges, a $42,000 increase in gain on sales of loans originated for sale, and a $7,000 increase in other income partially offset by the $56,000 loss in 2004 on the sale of non-performing loans secured by heavy equipment.

Non-Interest Expense. Total non-interest expense increased by $2.3 million or 42.1% to $7.7 million for the year ended December 31, 2004 from $5.4 million for the year ended December 31, 2003. The increase in 2004 was primarily due to an increase of $1.2 million or 41.3% in salaries and employee benefits expense to $4.0 million for the year ended December 31, 2004 from $2.8 million for the year ended December 31, 2003 as we increased staffing levels and compensation in an effort to service our growing customer base. Full time equivalent employees increased to 75 at December 31, 2004 from 66 at December 31, 2003 and 34 at December 31, 2002. Equipment expense increased by $488,000 to $1.4 million for the year ended December 31, 2004 from $940,000 for the year ended December 31, 2003. The primary component of this expense relates to the increased costs of our data service provider reflecting the overall growth of our balance sheet. Occupancy expense increased by $244,000 to $655,000 for the year ended December 31, 2004 from $411,000 for the year ended December 31, 2003 as we incurred a full year’s worth of occupancy expense on the two offices opened during 2003. Advertising expense decreased by $8,000 to $161,000 for the year ended December 31, 2004 from $169,000 for the year ended December 31, 2003. Other non-interest expense increased by $384,000 to $1.4 million for the year ended

December 31, 2004 from $1.1 million for the year ended December 31, 2003. The increase in other non-interest expense was primarily attributable to increased legal, professional and shareholder relation expense as during the year ended December 31, 2004, we incurred expenses associated with a proxy contest. Other non-interest expense is comprised of directors’ fees, stationary, forms and printing, professional fees, check printing, correspondent bank fees, telephone and communication, shareholder relations and other fees and expenses.

Income Taxes. Income tax expense increased by $794,000 or 49.2% to $2.4 million for the year ended December 31, 2004 from $1.6 million for the year ended December 31, 2003 reflecting pre-tax income of $6.0 million earned during the year ended December 31, 2004 compared to pre-tax income of $4.0 million earned during the year ended December 31, 2003.

Results of Operations for the Years Ended December 31, 2003 and 2002

Net Income. Net income increased by $1.1 million, or 84.6%, to $2.4 million for the year ended December 31, 2003 from $1.3 million for the year ended December 31, 2002. The increase in net income resulted from increases in net interest income and non-interest income, which was partially offset by increases in the provision for loan losses, non-interest expense and income taxes. Net interest income increased by $3.8 million, or 63.3%, to $9.8 million for the year ended December 31, 2003 from $6.0 million for the year ended December 31, 2002. This increase resulted primarily from an increase in average net interest earning assets of $8.4 million, or 35.7%, to $31.9 million for the year ended December 31, 2003 from $23.5 million for the year ended December 31, 2002, and an increase in the net interest margin to 4.34% for the year ended December 31, 2003 from 4.03% for the year ended December 31, 2002. The increase in our net interest margin reflected management’s ability to invest a large percentage of our deposit base in higher yielding, conservatively underwritten loans and federally-sponsored United States Government Agency securities.

Interest Income. Interest income on loans receivable increased by $4.6 million, or 75.4%, to $10.7 million for the year ended December 31, 2003 from $6.1 million for the year ended December 31, 2002. This increase was primarily due to an increase in average loans receivable of $71.4 million, or 85.3%, to $155.1 million for the year ended December 31, 2003 from $83.7 million for the year ended December 31, 2002, which was partially offset by a decrease in the average yield on loans receivable to 6.93% for the year ended December 31, 2003 from 7.31% for the year ended December 31, 2002. The increase in the average balance of loans reflected management’s strategy of deploying funds in higher yielding loans, specifically commercial real estate loans as opposed to lower yielding investments in government securities. The decrease in average yield reflects the lower interest rate environment in 2003 as compared to 2002.

Interest income on securities increased by $350,000, or 11.9%, to $3.3 million for the year ended December 31, 2003 from $2.9 million for the year ended December 31, 2002. The increase was primarily attributable to an increase in the average balance of investment securities of $11.9 million, or 24.6%, to $60.3 million for the year ended December 31, 2003 from $48.4 million for the year ended December 31, 2002, which was partially offset by a decrease in the average yield on investment securities to 5.47% for the year ended December 31, 2003 from 6.10% for the year ended December 31, 2002. The increase in average balances of securities reflects the redeployment of funds previously invested in short-term interest earning deposits and the use of borrowings that were invested in short-term investments to secure a positive short-term interest rate spread.

Interest income on other interest-earning assets consisting primarily of federal funds sold decreased by $181,000, or 66.5%, to $91,000 for the year ended December 31, 2003 from $272,000 for the year ended December 31, 2002. This decrease was primarily due to a decrease in the average balance of other interest-earning assets to $10.4 million for the year ended December 31, 2003 from $15.9 million for the year ended December 31, 2002, and a decrease in the average yield on other interest-earning assets to 0.87% for the year ended December 31, 2003 from 1.71% for the year ended December 31, 2002. The decrease in the average balance reflects management’s decision to deploy funds in higher yielding loans

and securities and the decrease in average yield reflects the lower interest rate environment in 2003 as compared to 2002.

Interest Expense. Total interest expense increased by $956,000, or 28.3%, to $4.3 million for the year ended December 31, 2003 from $3.4 million for the year ended December 31, 2002. This increase resulted from an increase in average total interest bearing deposits of $66.6 million, or 53.5%, to $191.1 million for the year ended December 31, 2003 from $124.5 million for the year ended December 31, 2002, and $2.9 million in borrowings at December 31, 2003, compared to no borrowings at the prior year-end, which was partially offset by a decrease in the average cost of interest bearing liabilities to 2.23% for the year ended December 31, 2003 from 2.71% for the year ended December 31, 2002. The decrease in average cost reflects the lower interest rate environment in 2003 as compared to 2002.

Provision for Loan Losses. The provision for loan losses totaled $880,000 and $843,000 for the years ended December 31, 2003 and 2002 respectively. The provision for loan losses is established based upon management’s review of our loans and consideration of a variety of factors including, but not limited to, (1) the risk characteristics of the loan portfolio, (2) current economic conditions, (3) actual losses previously experienced, (4) the significant level of loan growth and (5) the existing level of reserves for loan losses that are possible and estimable. We had non-accrual loans totaling $67,000 at December 31, 2003 and at December 31, 2002. The allowance for loan losses stood at $2.1 million or 1.1% of gross total loans at December 31, 2003, as compared to $1.2 million or 1.0% of gross total loans at December 31, 2002. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance. While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in the aforementioned criteria. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require that we recognize additional provisions based on their judgment of information available to them at the time of their examination. Management believes that the allowance for loan losses was adequate at both December 31, 2003 and 2002.

Non-Interest Income. Total non-interest income increased by $145,000, or 43.2%, to $481,000 for the year ended December 31, 2003 from $336,000 for the year ended December 31, 2002. The increase in non-interest income resulted primarily from a $53,000 increase in fees and service charges, a $94,000 increase in gain on sales of loans originated for sale as we initiated a program to sell select fixed-rate mortgages on the secondary market, and a $5,000 increase in other income, which was partially offset by an $8,000 decrease in gain on sales of securities available for sale.

Non-Interest Expense. Total non-interest expense increased by $2.1 million, or 63.6%, to $5.4 million for the year ended December 31, 2003 from $3.3 million for the year ended December 31, 2002. The increase in 2003 was primarily due to an increase of $1.2 million, or 75.0%, in salaries and employee benefits expense to $2.8 million for the year ended December 31, 2003 from $1.6 million for the year ended December 31, 2002 as we increased staffing levels and compensation in an effort to service our growing customer base. Full time equivalent employees increased to 66 at December 31, 2003 from 34 at December 31, 2002. Equipment expense increased by $294,000 to $940,000 for the year ended December 31, 2003 from $646,000 for the year ended December 31, 2002. The primary component of this expense relates to the increased costs of our data service provider reflecting the overall growth of our assets. Occupancy expense increased by $164,000 to $411,000 for the year ended December 31, 2003 from $247,000 for the year ended December 31, 2002, and advertising expense increased by $90,000 to $169,000 for the year ended December 31, 2003 from $79,000 for the year ended December 31, 2002, primarily as a result of the opening of two new offices during the year ended December 31, 2003 and the increased advertising expense to promote them. Other non-interest expense increased by $309,000 to $1.1 million for the year ended December 31, 2003 from $749,000 for the year ended December 31, 2002. Other non-interest expense is comprised of directors’ fees, stationary, forms and printing, professional fees, check printing, correspondent bank fees, telephone and communication, shareholder relations and other fees and expenses.

Income Taxes. Income tax expense increased by $742,000, or 85.1%, to $1.6 million for the year ended December 31, 2003 from $872,000 for the year ended December 31, 2002 reflecting pre-tax income of $4.0 million for the year ended December 31, 2003 compared to pre-tax income of $2.2 million earned for year ended December 31, 2002.

Liquidity and Capital Resources

Our funding sources include income from operations, deposits and borrowings, and principal payments on loans and investment securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows and mortgage prepayments are greatly influenced by the general level of interest rates, economic conditions and competition.

Our primary investing activities are the origination of commercial and multi-family real estate loans, one-to four-family mortgage loans, construction, commercial business and consumer loans, as well as the purchase of mortgage-backed and other investment securities. During the six months ended June 30, 2005, loan originations totaled $66.4 million compared to $54.9 million for the six months ended June 30, 2004. During 2004, loan originations totaled $110.8 million, compared to $105.0 million and $90.5 million for 2003 and 2002, respectively. The increase in loan originations reflects management’s efforts to increase our total assets, the continued focus on increasing commercial and multi-family lending operations and the strong refinance market during 2005 and 2004.

During the six months ended June 30, 2005, cash flow provided by the calls, sales, maturities and principal repayments and prepayments received on securities held to maturity amounted to $29.3 million as compared to $6.0 million for the six months ended June 30, 2004. Deposit growth provided $12.4 million and $55.0 million of funding to facilitate asset growth for the six months ended June 30, 2005 and 2004, respectively. Borrowings provided $6.3 million and $4.1 million for the six months ended June 30, 2005 and 2004, respectively and were primarily used as an augmentation to deposit growth to fund asset growth and to provide additional regulatory capital.

During 2004, cash flow provided by the calls and maturities and principal payments received on maturing securities held to maturity amounted to $49.1 million compared to $36.3 million and $13.1 million in 2003 and 2002. Deposit growth provided $83.6 million, $90.1 million and $61.8 million of funding for the years ending December 31, 2004, 2003 and 2002, respectively. During 2004, we borrowed $4.1 million through the issuance of $4.1 million in trust preferred securities and repaid $15.0 million in FHLB borrowings.

During 2003, we borrowed $25.0 million in FHLB advances. We had no borrowings during 2002.

Off-Balance Sheet Arrangements and Contractual Obligations

Off-Balance Sheet Arrangements. In the ordinary course of business we extend commitments to originate residential and commercial loans and other consumer loans. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since we do not expect all of the commitments to be funded, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. Collateral may be obtained based upon management’s assessment of the customers’ creditworthiness. Commitments to extend credit may be written on a fixed rate basis exposing us to interest rate risk given the possibility that market rates may change between the commitment date and the actual extension of credit. We had outstanding commitments to originate and fund loans of approximately $33.7 million, $38.8 million and $33.2 million at June 30, 2005, December 31, 2004 and 2003, respectively.

Contractual Obligations. The following table sets forth our contractual obligations and commercial commitments at December 31, 2004.


	December 31, 2004

	Payments Due by Period
			Less Than		1-3		3-5		More Than
Contractual Obligations	Total		1 Year		Years		Years		5 Years

	(In thousands)
Borrowed money	$	14,124	$	10,000	$	—	$	—	$	4,124
Lease obligations		282		156		126		—		—
Certificates of deposit with original maturities of one year or more		78,799		39,986		32,761		6,052		—

Total	$	93,205	$	50,142	$	32,887	$	6,052	$	4,124

Recent Accounting Pronouncements

Accounting for Share-based Payments. In December 2004, the Financial Accounting Standards Board (the “FASB”) issued Statement No. 123 (revised), “Share-Based Payment”. Statement No. 123 (revised) replaces Statement No. 123 and supersedes APB Opinion No. 25. Statement No. 123 (revised) requires compensation costs related to share based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for the award. Public companies are required to adopt the new standard using a modified prospective method and may elect to restate prior periods using the modified retrospective method. Under the modified prospective method, companies are required to record compensation cost for new and modified awards over the related vesting period of such awards prospectively and record compensation cost prospectively for the unvested portion at the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. No change to prior periods presented is permitted under the modified prospective method. Under the modified retrospective method, companies record compensation costs for prior periods retroactively through restatement of such periods using the exact pro form amounts disclosed in the companies’ footnotes. Also, in the period of adoption and after, companies record compensation cost based on the modified prospective method.

On April 14, 2005, the Securities and Exchange Commission (the “SEC”) adopted a new rule that amends the compliance dates for Statement No. 123 (revised). Under the new rule, we are required to adopt Statement No. 123 (revised) in the first annual period beginning after June 15, 2005. Early application of Statement No. 123 (revised) is encouraged, but not required. Accordingly, we are required to record compensation expense for all new awards granted and any awards modified after January 1, 2006. In addition, the transition rules under SFAS No. 123 (revised 2004) will require that, for all awards outstanding at January 1, 2006, for which the requisite service has not yet been rendered, compensation cost be recorded as such service is rendered after January 1, 2006.

The pronouncement related to stock-based payments will not have any effect on our existing historical consolidated financial statements as restatements of previously reported periods will not be required. However, our stock option awards generally require a service period which extends beyond the effective date of SFAS No. 123 (revised 2004) and, accordingly, we will be required to record compensation expense on such awards beginning on January 1, 2006. Our preliminary analysis indicates that compensation expense, net of income tax benefits, related to awards expected to exist at January 1, 2006, which will require future service by grantees, will be $376,000 in 2006 and $162,000 in 2007.

Accounting For Variable Interest Entities. In December 2003, the FASB issued a revision to Interpretation 46, “Consolidation of Variable Interest Entities,” which established standards for identifying a variable interest entity (“VIE”) and for determining under what circumstances a VIE should be consolidated with its primary beneficiary. Application of this interpretation is required in financial statements of public entities that have interests in special-purpose entities for periods ending after

December 15, 2003. Application by public entities, other than small business issuers, for all other types of VIE is required in financial statements for periods ending after March 15, 2004. Small business issuers must apply this interpretation to all other types of VIE at the end of the first reporting period ending after December 15, 2004. The adoption of this interpretation has not had and is not expected to have a material effect on our financial position or results of operations.

Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (SFAS No. 150). This Statement established standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity as well as their classification in the company’s statement of financial position. It requires that the company classify a financial instrument that is within its scope as a liability when that instrument embodies an obligation of the issuer. SFAS No. 150 did not have any impact on our consolidated financial statements.

Amendment of Statement 133 on Derivative Instruments and Hedging Activities. On April 30, 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. With a number of exceptions, SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact on our consolidated financial statements.

Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 requires a guarantor entity, at the inception of a guarantee covered by the measurement provisions of the interpretation, to record a liability for the fair value of the obligation undertaken in issuing the guarantee. In addition, FIN 45 elaborates on previously existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit. We do not have any financial letters of credit at June 30, 2005 or at December 31, 2004.

Management of Market Risk

Qualitative Analysis. The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established an Asset/ Liability Committee which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. Senior management monitors the level of interest rate risk on a regular basis and the Asset/ Liability Committee, which consists of senior management and outside directors operating under a policy adopted by the Board of Directors, meets as needed to review our asset/liability policies and interest rate risk position.

Quantitative Analysis. The following table presents our net portfolio value (“NPV”). These calculations were based upon assumptions believed to be fundamentally sound, although they may vary from assumptions utilized by other financial institutions. The information set forth below is based on data that included all financial instruments as of June 30, 2005. Assumptions have been made by us relating to interest rates, loan prepayment rates, core deposit duration, and the market values of certain assets and liabilities under the various interest rate scenarios. Actual maturity dates were used for fixed rate loans and certificate accounts. Investment securities were scheduled at either the maturity date or the next scheduled call date based upon management’s judgment of whether the particular security would be called in the

current interest rate environment and under assumed interest rate scenarios. Variable rate loans were scheduled as of their next scheduled interest rate repricing date. Additional assumptions made in the preparation of the NPV table include prepayment rates on loans and mortgage-backed securities, core deposits without stated maturity dates were scheduled with an assumed term of 48 months, and money market and noninterest bearing accounts were scheduled with an assumed term of 24 months. The NPV at “PAR” represents the difference between our estimated value of assets and estimated value of liabilities assuming no change in interest rates. The NPV for a decrease of 300 basis points has been excluded since it would not be meaningful, in the interest rate environment as of June 30, 2005. The following sets forth our NPV as of June 30, 2005.


										NPV as a % of Assets
		Net Portfolio		$ Change from			% Change from
Change in Calculation		Value		PAR			PAR			NPV Ratio			Change

+300bp		$	34,522	$	(20,782	)		(37.58	)%		9.54	%		(424	)bp
+200bp			42,756		(12,548	)		(22.69	)		11.41			(237	)bp
+100bp			49,687		(5,617	)		(10.16	)		12.82			(96	)bp
	PAR		55,304		—			—			13.78			—	bp
-100bp			54,868		(436	)		(0.79	)		13.39			(39	)bp
-200bp			52,021		(3,283	)		(5.94	)		12.50			(128	)bp

bp-basis points

The table above indicates that at June 30, 2005, in the event of a 100 basis point decrease in interest rates, we would experience a 0.79% decrease in NPV. In the event of a 100 basis point increase in interest rates, we would experience a 10.16% decrease in NPV.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in NPV require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the NPV table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income, and will differ from actual results.

BUSINESS OF BCB BANCORP, INC.

BCB Bancorp, Inc. is a New Jersey corporation, which on May 1, 2003 became the holding company parent of Bayonne Community Bank. We have not engaged in any significant business activity other than owning all of the outstanding common stock of Bayonne Community Bank. Our executive office is located at 104-110 Avenue C, Bayonne, New Jersey 07002. Our telephone number is (201) 823-0700. At June 30, 2005, we had $399.1 million in consolidated assets, $349.6 million in consolidated deposits and $28.0 million in consolidated shareholders’ equity. We are subject to extensive regulation by the FRB.

Bayonne Community Bank. Our business objective is to be a customer-driven financial institution focused on providing value to customers by delivering products and services matched to customer needs. We emphasize personal relationships and localized decision making. Our Board of Directors and our senior management have extensive experience and contacts in the Bayonne marketplace and are an important source of new business opportunities. In addition, the consolidation of the banking industry in Hudson County has created a need for customer-driven banking services.

Our business plan emphasizes both profitability and growth. We achieved profitability in our tenth month of operation. For the six month period ended June 30, 2005, our return on average equity was 17.41% and our return on average assets was 1.21%. Our earnings per share grew from $0.54 for the year ended December 31, 2002 to $1.45 for the twelve months ended June 30, 2005, a compound annual growth rate (“CAGR”) of 47.3%. We achieved this earnings growth by focusing on core deposits and by controlling our non-interest expenses. This has been accomplished during a period of significant asset growth. From June 30, 2002 to June 30, 2005, our assets have grown from $155.0 million to $399.1 million, a CAGR of 37.1%. Management is committed to maintaining profitability while continuing to grow loans and deposits.

Business Strategy

Our business strategy is to operate as a well-capitalized, profitable and independent community-oriented financial institution dedicated to providing quality customer service. Managements’ and the Board of Directors’ extensive knowledge of the Hudson County market differentiates us from our competitors. Our business strategy incorporates the following elements: maintaining a community focus, focusing on profitability, continuing our growth, concentrating on real estate based lending, capitalizing on market dynamics, providing attentive and personalized service and attracting highly qualified and experienced personnel.

Maintaining a community focus. Our management and Board of Directors have strong ties to the Bayonne community. Many members of the management team are Bayonne natives and are active in the community through non-profit board membership, local business development organizations, and industry associations. In addition, our board members are well established professionals and business people in the Bayonne area. Management and the Board are interested in making a lasting contribution to the Bayonne Community and have succeeded in attracting deposits and loans through attentive and personalized service.

Focusing on profitability. We achieved profitability in our tenth month of operation. For the six month period ended June 30, 2005, our return on average equity was 17.41% and our return on average assets was 1.21%. Our earnings per share grew from $0.54 for the year ended December 31, 2002 to $1.45 for the twelve months ended June 30, 2005, a CAGR of 47.3%. We achieved this earnings growth by focusing on low-cost deposits and by tightly controlling our non-interest expenses. Management is committed to maintaining profitability by diversifying the services we offer. We have a mortgage banking division as well as a leasing division to increase our fee-based income.

Continuing our growth. We have consistently increased our assets. From June 30, 2002 to June 30, 2005, our assets have increased from $155.0 million to $399.1 million, a CAGR of 37.1%. Over the same time period, our loan balances have increased from $86.3 million to $275.4 million, a 47.2% CAGR, while deposits have increased from $139.9 million to $349.6 million, a 35.7% CAGR. In addition, we have

maintained our asset quality ratios while growing the loan portfolio. At June 30, 2005, our non-performing assets to total assets ratio was 0.29%.

Concentrating on real estate based lending. A primary focus of our business strategy is to originate loans secured by commercial and multi-family properties. Such loans provide higher returns than loans secured by one-to four- family real estate. As a result of our underwriting practices, including debt service requirements for commercial real estate and multi-family loans, management believes that such loans offer us an opportunity to obtain higher returns.

Capitalizing on market dynamics. The consolidation of the banking industry in Hudson County has created the need for a customer focused banking institution. This consolidation has moved local decision making away from local, community-based banks to much larger banks headquartered outside of New Jersey.

Providing attentive and personalized service. Management believes that providing attentive and personalized service is the key to gaining deposit and loan relationships in Bayonne and its surrounding communities. Since inception, our branches have been open 7 days per week.

Attracting highly experienced and qualified personnel. An important part of our strategy is to hire bankers who have prior experience in the Hudson County market as well as pre-existing business relationships. Our management team has an average of 27 years of banking experience, while our lenders and branch personnel have significant prior experience at community banks and regional banks in Hudson County. It is a fundamental belief of management that having knowledge of the Hudson County market is a critical element in the success of Bayonne Community Bank. Management’s extensive knowledge of the local communities has allowed us to develop and implement a highly focused and disciplined approach to lending and has enabled the bank to attract a high percentage of low cost deposits.

Our Market Area

We are located in the City of Bayonne, Hudson County, New Jersey. Our locations and hours of operation are easily accessible to provide convenient services to businesses and individuals throughout our market area.

Competition

The banking business in New Jersey is extremely competitive. We compete for deposits and loans with existing New Jersey and out-of-state financial institutions that have longer operating histories, larger capital reserves and more established customer bases. Our competition includes large financial service companies and other entities in addition to traditional banking institutions such as savings and loan associations, savings banks, commercial banks and credit unions.

Our larger competitors have a greater ability to finance wide-ranging advertising campaigns through their greater capital resources. Our marketing efforts depend heavily upon referrals from officers, directors and shareholders, selective advertising in local media and direct mail solicitations. We compete for business principally on the basis of personal service to customers, customer access to our officers and directors and competitive interest rates and fees.

In the financial services industry in recent years, intense market demands, technological and regulatory changes and economic pressures have eroded industry classifications that were once clearly defined. Banks have been forced to diversify their services, increase rates paid on deposits and become more cost effective, as a result of competition with one another and with new types of financial service companies, including non-banking competitors. Some of the results of these market dynamics in the financial services industry have been a number of new bank and non-bank competitors, increased merger activity, and increased customer awareness of product and service differences among competitors. These factors could affect our business prospects.

Lending Activities

Our primary lending activity is the origination of loans secured by commercial and multi-family real estate and loans secured by one- to four-family properties. To a lesser extent we originate commercial business and consumer loans.

Commercial and Multi-family Real Estate Loans. Our commercial and multi-family real estate loans are secured by commercial real estate (for example, shopping centers, medical buildings, retail offices) and multi-family residential units, consisting of five or more units. Permanent loans on commercial and multi-family properties are generally originated in amounts up to 75% of the appraised value of the property. Our commercial real estate loans are secured by improved property such as office buildings, retail stores, warehouses, church buildings and other non-residential buildings. Commercial and multi-family real estate loans are generally made at rates that adjust above the five-year U.S. Treasury interest rate, with terms of up to 25 years, or are balloon loans that generally mature in five to ten years with principal amortization for a period of up to 30 years. Our largest commercial loan had a principal balance of $2.6 million at June 30, 2005, and was secured by a mixed use property comprised of retail and office facilities. Our largest multi-family loan had a principal balance of $1.9 million at June 30, 2005. Both loans were performing in accordance with their terms on that date.

Loans secured by commercial and multi-family real estate are generally larger and involve a greater degree of risk than one- to four-family residential mortgage loans. The borrower’s creditworthiness and the feasibility and cash flow potential of the project is of primary concern in commercial and multi-family real estate lending. Loans secured by income properties are generally larger and involve greater risks than residential mortgage loans because payments on loans secured by income properties are often dependent on the successful operation or management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy. We intend to continue emphasizing the origination of loans secured by commercial real estate and multi-family properties.

One- to four-Family Residential Loans. Our one- to four-family residential mortgage loans are secured by property located in the State of New Jersey. We generally originate one- to four-family residential mortgage loans in amounts up to 80% of the lesser of the appraised value or selling price of the mortgaged property without requiring mortgage insurance. We will originate loans with loan-to-value ratios up to 90% provided the borrowers obtain private mortgage insurance. We originate both fixed rate and adjustable rate loans. One-to four-family loans may have terms of up to 30 years. The majority of fixed rate one- to four- family loans we originate for retention in our portfolio have terms not greater than 15 years. We offer adjustable-rate loans with fixed rate periods of up to five years, with principal and interest calculated using a maximum 30 year amortization period. We offer these loans with a fixed rate for the first five years with repricing following every year after the initial period. Adjustable rate loans may adjust up to 200 basis points annually and 600 basis points over the term of the loan. In August 2003 through our mortgage banking division, we began to broker for a third party lender one- to four-family residential loans, which were primarily fixed-rate loans with terms of 30 years. Our loan brokerage activities permits us to offer customers longer-term, fixed-rate loans we would not otherwise originate while providing a source of fee income. During the six months ended June 30, 2005 and during the year ended December 31, 2004, we brokered $6.6 million and $12.0 million, respectively, in one-to four-family loans and received $105,000 and $136,000, respectively, in fee income from the sale of such loans.

All of our one- to four-family mortgages include “due on sale” clauses, which are provisions giving us the right to declare a loan immediately payable if the borrower sells or otherwise transfers an interest in the property to a third party.

Property appraisals on real estate securing our single-family residential loans are made by state certified and licensed independent appraisers approved by the Board of Directors. Appraisals are performed in accordance with applicable regulations and policies. At our discretion, we obtain either title insurance policies or attorneys’ certificates of title, on all first mortgage real estate loans originated. We also require fire and casualty insurance on all properties securing our one-to four-family loans. We also require the borrower to obtain flood insurance where appropriate. In some instances, we charge a fee equal to a percentage of the loan amount commonly referred to as points.

Construction Loans. We offer loans to finance the construction of various types of commercial and residential property. We originated $14.2 million and $13.1 million of such loans during the six months ended June 30, 2005 and the year ended December 31, 2004. Construction loans to builders generally are offered with terms of up to eighteen months and interest rates are tied to prime rate plus a margin. These loans generally are offered as adjustable-rate loans. We will originate residential construction loans for individual borrowers and builders, provided all necessary plans and permits are in order. Construction loan funds are disbursed as the project progresses. At June 30, 2005, our largest construction loan was $2.2 million of which $550,000 was disbursed. This construction loan has been made for the construction of residential properties. At June 30, 2005, this loan was performing in accordance with its terms.

Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value at completion of construction and development and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, we may be required to advance funds beyond the amount originally committed to permit completion of the project. Additionally, if the estimate of value proves to be inaccurate, we may be confronted, at or prior to the maturity of the loan, with a project having a value which is insufficient to assure full repayment.

Home Equity Loans and Lines of Credit. We offer home equity loans and lines of credit that are secured by the borrower’s primary residence. Our home equity loans can be structured as loans that are disbursed in full at closing or as lines of credit. Home equity loans and lines of credit are offered with terms up to 15 years. Virtually all of our home equity loans are originated with fixed rates of interest and home equity lines of credit are originated with adjustable interest rates tied to the prime rate. Home equity loans and lines of credit are underwritten under the same criteria that we use to underwrite one-to-four-family loans. Home equity loans and lines of credit may be underwritten with a loan-to-value ratio of 80% when combined with the principal balance of the existing mortgage loan. At the time we close a home equity loan or line of credit, we file a mortgage to perfect our security interest in the underlying collateral. At June 30, 2005, the outstanding balances of home equity loans and lines of credit totaled $23.0 million, or 8.23% of our loan portfolio.

Commercial Business Loans. Our commercial business loans are underwritten on the basis of the borrower’s ability to service such debt from income. Our underwriting standards for commercial business loans include a review of the applicant’s tax returns, financial statements, credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan based on cash flow generated by the applicant’s business. Commercial business loans are generally made to small and mid-sized companies located within the state of New Jersey. In most cases, we require collateral of equipment, accounts receivable, inventory, chattel or other assets before making a commercial business loan. Our largest commercial business loan at June 30, 2005 had a principal balance of $2.4 million and was secured by equity securities. We have also received personal guarantees from the borrower, principals of the borrowers and a director of BCB Bancorp, Inc.

Commercial business loans generally have higher rates and shorter terms than one- to four-family residential loans, but they may also involve higher average balances and a higher risk of default since their repayment generally depends on the successful operation of the borrower’s business.

Consumer Loans. We make various types of secured and unsecured consumer loans and loans that are collateralized by new and used automobiles. Consumer loans generally have terms of three years to ten years.

Consumer loans are advantageous to us because of their interest rate sensitivity, but they also involve more credit risk than residential mortgage loans because of the higher potential for default, the nature of the collateral and the difficulty in disposing of the collateral.

Loan Approval Authority and Underwriting. We establish various lending limits for executive management and also maintain a loan committee. The loan committee is comprised of the Chairman of the Board, the President, the Executive Loan Officer and five non-employee members of the Board of Directors. The President or the Executive Loan Officer, together with one other loan officer, have authority to approve applications for real estate loans up to $500,000, other secured loans up to $500,000 and unsecured loans up to $25,000. The loan committee considers all applications in excess of the above lending limits and the entire board of directors ratifies all such loans.

Upon receipt of a completed loan application from a prospective borrower, a credit report is ordered. Income and certain other information is verified. If necessary, additional financial information may be requested. An appraisal is required for the underwriting of all one- to four-family loans. We may rely on an estimate of value of real estate performed by our Executive Loan Officer for home equity loans or lines of credit of up to $250,000. Appraisals are processed by independent fee appraisers.

An attorney’s certificate of title is required on all newly originated real estate mortgage loans. In connection with refinancing and home equity loans or lines of credit in amounts up to $250,000, we will obtain a record owners search in lieu of an attorney’s certificate of title. Borrowers also must obtain fire and casualty insurance. Flood insurance is also required on loans secured by property that is located in a flood zone.

Loan Commitments. Written commitments are given to prospective borrowers on all approved real estate loans. Generally, we honor commitments for up to 60 days from the date of issuance. At June 30, 2005, our outstanding loan commitments totaled $33.7 million.

Non-performing and Problem Assets

Loan Delinquencies. We send a notice of nonpayment to borrowers when their mortgage loan becomes 15 days past due. If such payment is not received by month end, an additional notice of nonpayment is sent to the borrower. After 60 days, if payment is still delinquent, a notice of right to cure default is sent to the borrower giving 30 additional days to bring the loan current before foreclosure is commenced. If the loan continues in a delinquent status for 90 days past due and no repayment plan is in effect, foreclosure proceedings will be initiated.

Loans are reviewed and are placed on a non-accrual status when the loan becomes more than 120 days delinquent or when, in our opinion, the collection of additional interest is doubtful. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is charged against interest income. Subsequent interest payments, if any, are either applied to the outstanding principal balance or recorded as interest income, depending on the assessment of the ultimate collectibility of the loan. At June 30, 2005, we had $1.0 million in non-accruing loans. Our largest exposure of non-performing loans at that date, consisted of three loans to a borrower, which in the aggregate had a principal balance of $872,000. Two of the loans comprising this lending relationship are secured by a commercial building, as to which the total loan amount outstanding was $555,000. The third loan is secured by equipment. In January 2005, we had an appraisal completed on the commercial building. At that time, the property was appraised for $995,000. The borrower has filed for bankruptcy protection, consequently, we cannot be assured that we will not incur a loss on our loans to this borrower. As of June 30, 2005, we had $165,000 in other loans which

were delinquent 90 days or more and accruing. These loans were not classified as non-accruing as the borrowers have periodically made principal and interest payments on their respective loans.

A loan is considered impaired when it is probable the borrower will not repay the loan according to the original contractual terms of the loan agreement. We have determined that first mortgage loans on one-to four-family properties and all consumer loans represent large groups of smaller-balance homogeneous loans that are collectively evaluated. Additionally, we have determined that an insignificant delay (less than 90 days) will not cause a loan to be classified as impaired and a loan is not impaired during a period of delay in payment, if we expect to collect all amounts due including interest accrued at the contractual interest rate for the period of delay. We independently evaluate all loans identified as impaired. We estimate credit losses on impaired loans based on the present value of expected cash flows or the fair value of the underlying collateral if the loan repayment is derived from the sale or operation of such collateral. Impaired loans, or portions of such loans, are charged off when we determine that a realized loss has occurred. Until such time, an allowance for loan losses is maintained for estimated losses. Cash receipts on impaired loans are applied first to accrued interest receivable unless otherwise required by the loan terms, except when an impaired loan is also a nonaccrual loan, in which case the portion of the receipts related to interest is recognized as income. At June 30, 2005, we did not have any loans deemed to be impaired.

Classified Assets. Our policies provide for a classification system for problem assets. Under this classification system, problem assets are classified as “substandard,” “doubtful,” “loss,” or “special mention.” An asset is considered substandard if it is inadequately protected by its current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard assets include those characterized by the “distinct possibility” that “some loss” will be sustained if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard, with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as loss are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted, and the loan is charged-off. Assets may be designated special mention because of potential weaknesses that do not currently warrant classification in one of the aforementioned categories.

When we classify problem assets we may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. A portion of general loss allowances established to cover possible losses related to assets classified as substandard or doubtful may be included in determining our regulatory capital. Specific valuation allowances for loan losses generally do not qualify as regulatory capital. At June 30, 2005, we had $1.6 million in assets classified as substandard and $897,000 in assets classified as special mention. The loans classified as substandard represent primarily commercial loans secured either by residential real estate, commercial real estate or heavy equipment. These loans have been classified substandard primarily because either updated financial information has not been timely provided, or the collateral underlying the loan is in the process of being revalued.

In addition to loans that have been classified, management has identified a lending relationship that merits additional scrutiny for reasons unrelated to the performance of the loans. This borrowing relationship consists of six loans, which had a total principal balance at June 30, 2005 of $1.7 million. The largest single loan had a total principal balance at June 30, 2005 of $400,000. The six loans are secured by mixed-use real estate. The loans in the aggregate have a loan to value ratio of 70%. These loans are currently performing in accordance with their terms.

Allowances for Loan Losses. A provision for loan losses is charged to operations based on management’s evaluation of the losses that may be incurred in our loan portfolio. The evaluation, including a review of all loans on which full collectibility of interest and principal may not be reasonably assured, considers: (i) known and inherent risks in our portfolio, (ii) adverse situations that may affect the

borrower’s ability to repay, (iii) the estimated value of any underlying collateral, and (iv) current economic conditions.

We monitor our allowance for loan losses and make additions to the allowance as economic conditions dictate. Although we maintain our allowance for loan losses at a level that we consider adequate for the inherent risk of loss in our loan portfolio, future losses could exceed estimated amounts and additional provisions for loan losses could be required. In addition, our determination of the amount of the allowance for loan losses is subject to review by the New Jersey Department of Banking and Insurance and the FDIC, as part of their examination process. After a review of the information available, our regulators might require the establishment of an additional allowance. Any increase in the loan loss allowance required by regulators would have a negative impact on our earnings.

Investment Activities

Investment Securities. We are required under federal regulations to maintain a minimum amount of liquid assets that may be invested in specified short-term securities and certain other investments. The level of liquid assets varies depending upon several factors, including: (i) the yields on investment alternatives, (ii) our judgment as to the attractiveness of the yields then available in relation to other opportunities, (iii) expectation of future yield levels, and (iv) our projections as to the short-term demand for funds to be used in loan origination and other activities. Investment securities, including mortgage-backed securities, are classified at the time of purchase, based upon management’s intentions and abilities, as securities held to maturity or securities available for sale. Debt securities acquired with the intent and ability to hold to maturity are classified as held to maturity and are stated at cost and adjusted for amortization of premium and accretion of discount, which are computed using the level yield method and recognized as adjustments of interest income. All other debt securities are classified as available for sale to serve principally as a source of liquidity.

Current regulatory and accounting guidelines regarding investment securities require us to categorize securities as “held to maturity,” “available for sale” or “trading.” As of June 30, 2005, we had $108.0 million of securities classified as “held to maturity,” and no securities classified as available for sale or trading. Securities classified as “available for sale” are reported for financial reporting purposes at the fair market value with net changes in the market value from period to period included as a separate component of shareholders’ equity, net of income taxes. At June 30, 2005, our securities classified as held-to-maturity had a market value of $108.1 million. Changes in the market value of classified as securities held-to-maturity do not affect our income. Management has the intent and we have the ability to hold securities classified as held to maturity. During the six months ended June 30, 2005, we had securities sales of $7.3 million consisting of mortgage backed securities and U.S. Government and agency securities. The sales were made in reliance upon guidance set forth in FASB 115 relating to the sale of mortgage-backed securities classified as held-to-maturity, when over 85% of the original principal balance of the securities had been repaid, or where there was a significant probability of being called within three months.

At June 30, 2005, our investment policy allowed investments in instruments such as: (i) U.S. Treasury obligations; (ii) U.S. federal agency or federally sponsored agency obligations; (iii) mortgage-backed securities; and (iv) certificates of deposit. The Board of Directors may authorize additional investments. At June 30, 2005, our U.S. Government agency securities totaled $108.0 million, all of which were classified as held to maturity and which primarily consisted of callable securities issued by government sponsored enterprises.

As a source of liquidity and to supplement our lending activities, we have invested in residential mortgage-backed securities. Mortgage-backed securities generally yield less than the loans that underlie such securities because of the cost of payment guarantees or credit enhancements that reduce credit risk. Mortgage-backed securities can serve as collateral for borrowings and, through repayments, as a source of liquidity. Mortgage-backed securities represent a participation interest in a pool of single-family or other type of mortgages. Principal and interest payments are passed from the mortgage originators, through

intermediaries (generally government-sponsored enterprises) that pool and repackage the participation interests in the form of securities, to investors, like us. The government-sponsored enterprises guarantee the payment of principal and interest to investors and include Freddie Mac, Ginnie Mae, and Fannie Mae.

Mortgage-backed securities typically are issued with stated principal amounts. The securities are backed by pools of mortgage loans that have interest rates that are within a set range and have varying maturities. The underlying pool of mortgages can be composed of either fixed rate or adjustable rate mortgage loans. Mortgage-backed securities are generally referred to as mortgage participation certificates or pass-through certificates. The interest rate risk characteristics of the underlying pool of mortgages (i.e., fixed rate or adjustable rate) and the prepayment risk, are passed on to the certificate holder. The life of a mortgage-backed pass-through security is equal to the life of the underlying mortgages. Expected maturities will differ from contractual maturities due to scheduled repayments and because borrowers may have the right to call or prepay obligations with or without prepayment penalties.

Sources of Funds

Our major external source of funds for lending and other investment purposes are deposits. Funds are also derived from the receipt of payments on loans and prepayment of loans and maturities of investment securities and mortgage-backed securities and borrowings. Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and market conditions.

Deposits. Consumer and commercial deposits are attracted principally from within our primary market area through the offering of a selection of deposit instruments including demand, NOW, savings and club accounts, money market accounts, and term certificate accounts. Deposit account terms vary according to the minimum balance required, the time period the funds must remain on deposit, and the interest rate.

The interest rates paid by us on deposits are set at the direction of our senior management. Interest rates are determined based on our liquidity requirements, interest rates paid by our competitors, and our growth goals and applicable regulatory restrictions and requirements. At June 30, 2005, we had no brokered deposits.

Borrowings. Our advances from the FHLB are secured by a pledge of our stock in the FHLB, and investment securities. Each FHLB credit program has its own interest rate, which may be fixed or adjustable, and range of maturities. If the need arises, we may also access the Federal Reserve Bank discount window to supplement our supply of funds that we can loan and to meet deposit withdrawal requirements. During the six months ended June 30, 2005 and the years ended December 31, 2004 and 2003, we had average short-term borrowings, consisting of FHLB advances, of $13.7 million, $23.4 million and $2.9 million, respectively, with a weighted average cost of 2.87%, 1.54% and 1.49%, respectively. Our maximum short-term borrowings outstanding during the six months ended June 30, 2005 was $21.4 million, and during both 2004 and 2003 our maximum short-term borrowings outstanding was $25.0 million.

Employees

At June 30, 2005, we had 61 full-time and 21 part-time employees. None of our employees is represented by a collective bargaining group. We believe that our relationship with our employees is good.

Subsidiaries

We have two non-bank subsidiaries. BCB Holding Company Investment Corp. was established in 2004 for the purpose of holding and investing in securities. Only securities authorized to be purchased by Bayonne Community Bank will be held by BCB Holding Company Investment Corp. At June 30, 2005, this company held $108.0 million in securities.

Our other subsidiary, BCB Equipment Leasing LLC is a participant in a joint venture for the purpose of assisting in financing arrangements for companies entering into equipment leases. The activities of this subsidiary have been nominal to-date. The impact of this subsidiary on our financial condition and results of operations has not been material.

Legal Proceedings

We are involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of its business. At June 30, 2005, we were not involved in any material legal proceedings.

Properties

At December 31, 2004, we conducted our business from our executive office located at 104-110 Avenue C, Bayonne, New Jersey, and our two branch offices, both of which are located in Bayonne. The aggregate book value of our premises and equipment was $5.6 million at June 30, 2005. We own our executive office facility and lease our two branch offices. In August 2005, we entered into a lease for a future branch facility to be located in Hoboken, New Jersey. This facility is expected to open for business in the Spring of 2006.

Regulation

Set forth below is a brief description of various laws, regulatory authorities and associated regulations affecting our operations. The description of laws and regulations contained in this document does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.

Aspects of our public disclosure, corporate governance principles and internal control environment are subject to the Sarbanes-Oxley Act of 2002 and related regulations and rules of the SEC and Nasdaq. Any change in applicable laws, regulations or regulatory policies may have a material effect on our business, operations and prospects.

BCB Bancorp, Inc. We are a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended. As such, we are subject to regulation, examination, supervision and reporting requirements of the FRB. The FRB also has enforcement authority over us and our non-bank subsidiaries, and the Federal Deposit Insurance Corporation (“FDIC”) and the New Jersey Department of Banking and Insurance (“Banking Department”) have enforcement authority over Bayonne Community Bank. Among other things, this authority permits the FRB, the FDIC or the Banking Department to restrict or prohibit activities that are determined to be a serious risk to the financial safety, soundness or stability of our subsidiary bank. Additionally, the FRB imposes capital requirements on bank holding companies with more than $150 million in consolidated assets, such as BCB Bancorp, Inc. These capital requirements generally parallel the capital requirement for Bayonne Community Bank. See “Regulation — The Bank’s Capital Ratios.”

As a bank holding company, we may engage, subject to prior notice to or approval of the FRB, in certain activities determined by the FRB to be closely related to banking, or acquire directly or indirectly more than 5% of another bank or non-banking company. Additionally, the FRB permits bank holding companies that meet certain capital, management and regulatory standards to engage in a broader range of non-banking activities by electing to be treated as a “financial holding company.” Generally, financial holding companies may engage in activities such as banking, insurance and securities activities, as well as merchant banking activities under certain circumstances. At this time BCB Bancorp, Inc. has not elected to make the financial holding company election because it does not engage in any of the expanded activities.

The Change in Bank Control Act, as amended, provides that no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire control of BCB Bancorp, Inc. unless the FRB has been given 60 days prior written notice. The Bank Holding Company Act provides that no company may acquire control of a bank without the prior approval of the FRB. Any company that

acquires such control becomes a bank holding company subject to registration, examination and regulation by the FRB. Under the Bank Holding Company Act, control of a bank holding company is conclusively deemed to have been acquired by, among other things, the acquisition of 25% or more of any class of voting stock of the company or the ability to control the election of a majority of the directors of the company. Moreover, control is presumed to have been acquired, subject to rebuttal, upon the acquisition of more than 10% of any class of voting stock, but less than 25% of any class of stock of a bank holding company, where certain enumerated control factors are also present in the acquisition. The FRB may prohibit an acquisition of control if it would result in a monopoly or substantially lessen competition, the financial condition of the acquiring person might jeopardize the financial stability of the bank or the bank holding company, or the competence, experience or integrity of the acquiring person indicates that it would not be in the interest of the depositors or the public to permit the acquisition of control by such person.

The FRB has issued a policy statement regarding the payment of cash dividends by bank holding companies. This policy statement expresses the FRB’s view that a bank holding company should pay cash dividends only to the extent that a company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earning retention that is consistent with the company’s capital needs, asset quality and overall financial condition. The FRB also indicated that it would be inappropriate for a bank holding company experiencing serious financial problems to borrow funds to pay dividends. Under the prompt corrective action regulations adopted by the FRB, the FRB may prohibit a bank holding company from paying any dividends if the holding company’s bank subsidiary is classified as “undercapitalized.” See “Regulation — The Bank’s Capital Ratios.”

Bank holding companies are required to give the FRB prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its consolidated net worth. The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, FRB order, or any condition imposed by, or written agreement with, the FRB. This notification requirement does not apply to any bank holding company that is well-capitalized, well managed and is not subject to any unresolved supervisory issues.

The USA Patriot Act was signed into law on October 26, 2001. The USA Patriot Act gave the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. The USA Patriot Act also requires the federal banking agencies to take into consideration the effectiveness of controls designed to combat money laundering activities in determining whether to approve a merger or other acquisition application of a member institution. Accordingly, if we engage in a merger or other acquisition, our controls designed to combat money laundering would be considered as part of the application process. We have established policies, procedures and systems designed to comply with these regulations.

The Sarbanes-Oxley Act of 2002 was signed into law on July 30, 2002. The Sarbanes-Oxley Act of 2002 is a law that addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by Section 302(a) of Sarbanes-Oxley Act of 2002, BCB Bancorp, Inc.’s Chief Executive Officer and Chief Financial Officer are each required to certify that BCB Bancorp, Inc.’s quarterly and annual reports do not contain any untrue statement of a material fact. The rules have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal controls; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal controls; and they have included information in our quarterly and annual reports about their evaluation and whether there have been significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation. We will be subject to further reporting and audit requirements with the year ending December 31, 2005 under the requirements of Sarbanes-Oxley. We have existing policies, procedures and

systems designed to comply with these regulations, and are further enhancing and documenting such policies, procedures and systems to ensure continued compliance with these regulations.

Bank Operations. Bayonne Community Bank is subject to extensive regulation, examination and supervision by the FDIC, as its primary federal regulator, and the Banking Department. Such regulation and supervision:


	•	establishes a comprehensive framework of activities in which Bayonne Community Bank can engage;

	•	limits the types and amounts of investments permissible for Bayonne Community Bank;

	•	limits the ability of Bayonne Community Bank to extend credit to any given borrower;

	•	significantly limits the transactions in which Bayonne Community Bank may engage with its affiliates;

	•	places limitations on capital distributions by Bayonne Community Bank;

	•	imposes assessments to the Banking Department to fund its operations;

	•	establishes a continuing and affirmative obligation, consistent with Bayonne Community Bank’s safe and sound operation, to help meet the credit needs of its community, including low- and moderate-income neighborhoods;

	•	requires Bayonne Community Bank to maintain certain non-interest-bearing reserves against its transaction accounts;

	•	establishes various capital categories resulting in various levels of regulatory scrutiny applied to the institutions in a particular category; and

	•	establishes standards for safe and sound operations.

Bayonne Community Bank must submit annual financial reports audited by independent auditors to the FDIC and the Banking Department. Auditors must receive examination reports, supervisory correspondence and reports of enforcement actions. In addition, an attestation by the auditor regarding the statements of management relating to the internal controls must be submitted to the FDIC and the Banking Department. The audit committee of Bayonne Community Bank must include members with experience in banking or financial management, must have access to outside counsel and must not include representatives of large customers. The regulatory structure is designed primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities. Any change in these regulations, whether by the FRB, the FDIC, the Banking Department or the U.S. Congress, could have a material impact on Bayonne Community Bank and its operations.

Transactions with Affiliates. Sections 23A and 23B of the Federal Reserve Act and its implementing regulations, govern transactions between depository institutions and their affiliates. In a holding company structure, the parent holding company of a bank and any companies that are controlled by the parent holding company are affiliates of the bank. Section 23A limits the extent to which the bank or its subsidiaries may engage in certain transactions with its affiliates. These transactions include, among other things, the making of loans or other extensions of credit to an affiliate and the purchase of assets from an affiliate. Generally, these transactions between the bank and any one affiliate cannot exceed 10% of the bank’s capital stock and surplus, and these transactions between the bank and all of its affiliates cannot, in the aggregate, exceed 20% of the bank’s capital stock and surplus. Section 23A also establishes specific collateral requirements for loans or extensions of credit to an affiliate, and for guarantees or acceptances on letters of credit issued on behalf of an affiliate. Applicable regulations prohibit a bank from lending to any affiliate engaged in activities not permissible for a bank holding company or for the purpose of acquiring the securities of most affiliates. Section 23B requires that transactions covered by Section 23A

and a broad list of other specified transactions be on terms and under circumstances substantially the same, or no less favorable to the bank or its subsidiary, as similar transactions with non-affiliates.

Loans to Bayonne Community Bank’s Insiders. Our loans to our executive officers, directors, any owner of 10% or more of its stock (each, an insider) and any of certain entities affiliated with any such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the Federal Reserve Board’s Regulation O thereunder. Under these restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks. All loans to insiders and insiders’ related interests in the aggregate may not exceed Bayonne Community Bank’s unimpaired capital and unimpaired surplus. With certain exceptions, loans to an executive officer, other than loans for the education of the officer’s children and certain loans secured by the officer’s residence, may not exceed the lesser of $100,000, or the greater of $25,000 or 2.5% of Bayonne Community Bank’s capital and unimpaired surplus. Regulation O also requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the bank, with any interested director not participating in the voting, if such loan, when aggregated with any existing loans to that insider and the insider’s related interests, would exceed either $500,000 or the greater of $25,000 or 5% of the bank’s unimpaired capital and surplus. Generally, such loans must be made on substantially the same terms as, and follow credit underwriting procedures that are not less stringent than, those that are prevailing at the time for comparable transactions with other persons.

An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the bank and that does not give any preference to insiders of the bank over other employees of the bank.

Insurance of Accounts and Regulation by the Federal Deposit Insurance Corporation. Bayonne Community Bank is a member of the Bank Insurance Fund, which is administered by the FDIC. The deposits of Bayonne Community Bank are insured, up to $100,000, per depositor by the FDIC. This insurance is backed by the full faith and credit of the United States. As insurer, the FDIC imposes deposit insurance assessments and is authorized to conduct examinations of and to require reporting by institutions insured by the FDIC. It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the insurance fund. The FDIC also may initiate enforcement actions against banks and may terminate the deposit insurance if it determines that the institution has engaged or is engaging in unsafe or unsound practices, or is in an unsafe or unsound condition.

The FDIC’s deposit insurance premiums are assessed through a risk-based system under which all insured depository institutions are placed into one of nine categories and assessed insurance premiums based upon their level of capital and supervisory evaluation. Under the system, institutions classified as well capitalized, as defined below, and considered healthy pay the lowest premium while institutions that are less than adequately capitalized, as defined below, and considered of substantial supervisory concern pay the highest premium. Risk classification of all insured depository institutions is made by the FDIC for each semi-annual assessment period.

The FDIC is authorized to increase assessment rates, on a semi-annual basis, if it determines that the reserve ratio of the Bank Insurance Fund will be less than the designated reserve ratio of 1.25% of the Bank Insurance Fund’s insured deposits. In setting these increased assessments, the FDIC must seek to restore the reserve ratio to that designated reserve level, or such higher reserve ratio as established by the FDIC. Since January 1, 1997, the premium schedule for insured institutions in the Bank Insurance Fund has ranged from 0 to 27 basis points.

The Bank’s Capital Ratios. Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

The FDIC has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be:


	•	“well capitalized” if it has a total risk-based capital ratio of 10% or greater and a leverage ratio of 5% or greater;

	•	“adequately capitalized” if it has a total risk-based capital ratio of 8% or greater, a Tier I risk-based capital ratio of 4% or greater and generally a leverage ratio of 4% or greater;

	•	“undercapitalized” if it has a total risk-based capital ratio of less than 8%, a Tier I risk-based capital ratio of less than 4%, or generally a leverage ratio of less than 4%;

	•	“significantly undercapitalized” if it has a total risk-based capital ratio of less than 6%, a Tier I risk-based capital ratio of less than 3%, or a leverage ratio of less than 3%; and

	•	“critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2%.

As of June 30, 2005, Bayonne Community Bank was a “well capitalized” institution, with a total risk-basked capital ratio of 13.24% and a leverage ratio of 8.09%.

“Undercapitalized” institutions must adhere to growth, capital distribution and dividend and other limitations and are required to submit a capital restoration plan with the FDIC within 45 days after the bank receives notice of such undercapitalization. A bank’s compliance with its capital restoration plan is required to be guaranteed by any company that controls the “undercapitalized” institution in an amount equal to the lesser of 5% of total assets when deemed “undercapitalized” or the amount necessary to achieve the status of “adequately capitalized.” If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” institutions must comply with one or more of a number of additional restrictions, including an order by the FDIC to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets and cease receipt of deposits from correspondent banks or dismiss directors or officers, and restriction on interest rates paid on deposits, compensation of executive officers and capital distributions to the parent holding company. “Critically undercapitalized” institutions must comply with additional sanctions, including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains this status.

Dividend Limitations. Bayonne Community Bank may pay dividends as declared from time to time by the Board of Directors out of funds legally available, subject to certain restrictions. Under the New Jersey Banking Act of 1948, as amended, Bayonne Community Bank may not pay a cash dividend unless, following the payment, its capital stock would be unimpaired and it would have a surplus of no less than 50% of its capital stock or, if not, the payment of the dividend will not reduce the surplus. In addition, Bayonne Community Bank cannot pay dividends in amounts that would reduce its capital below regulatory imposed minimums.

Federal Reserve System. The FRB regulations require all depository institutions to maintain non-interest earning reserves at specified levels against their transaction accounts (primarily NOW and regular checking accounts). At June 30, 2005, Bayonne Community Bank was in compliance with the FRB’s reserve requirements. Depository institutions, such as Bayonne Community Bank, are authorized to borrow from the Federal Reserve Bank “discount window.” Bayonne Community Bank is deemed by the FRB to be generally sound and thus is eligible to obtain primary credit from its Federal Reserve Bank. Generally, primary credit is extended on a very short-term basis to meet the liquidity needs of the institution. Loans must be secured by acceptable collateral and carry a rate of interest of 100 basis points above the Federal Open Market Committee’s federal funds target rate.

Check Clearing for the 21st Century Act. This law, which became effective in October 2003, gives the same legal weight to a digital image of a check as to the actual check. Bayonne Community Bank processes customer checks in compliance with the requirements of this law.

Federal Securities Laws

BCB Bancorp, Inc. has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the registration of the shares of common stock to be issued pursuant to the offering. BCB Bancorp, Inc. common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. BCB Bancorp, Inc. will continue to be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

The registration under the Securities Act of 1933 of shares of common stock to be issued in the offering does not cover the resale of those shares. Shares of common stock purchased by persons who are not affiliates of BCB Bancorp, Inc. may be resold without registration. Shares purchased by an affiliate of BCB Bancorp, Inc. will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If BCB Bancorp, Inc. meets the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of BCB Bancorp, Inc. that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of BCB Bancorp, Inc., or the average weekly volume of trading in the shares during the preceding four calendar weeks. In the future, BCB Bancorp, Inc. may permit affiliates to have their shares registered for sale under the Securities Act of 1933.

MANAGEMENT OF BCB BANCORP, INC.

Shared Management Structures

The directors of BCB Bancorp, Inc. are the same persons who are the directors of Bayonne Community Bank with the exception of James E. Collins who only serves on the Board of Directors of BCB Bancorp, Inc. and Joseph Tagliareni who only serves on the Board of Directors of Bayonne Community Bank. In addition, each executive officer of BCB Bancorp, Inc. is also an officer of Bayonne Community Bank. We expect that BCB Bancorp, Inc. and Bayonne Community Bank will continue to have a common management structure until there is a business reason to establish separate management structures.

Our Board of Directors currently consists of 10 members. At the 2004 Annual Meeting of Shareholders, held in April 2005, shareholders approved an amendment to BCB Bancorp, Inc.’s Articles of Incorporation pursuant to which the directors of BCB Bancorp, Inc. serve staggered terms so that a portion of the Board will be elected at each annual meeting of shareholders. Consistent with the proposal to stagger the terms of the Board of Directors, Class I directors up for election next year are directors Coughlin, Lyga and Pasiechnik; Class II directors up for election in two years are directors Bielan, Collins and Hogan; and Class III directors up for election in three years are directors Ballance, Brogan, Mindiak and Pellegrini.

The table below sets forth certain information, as of June 30, 2005, regarding the Board of Directors and executive officers of BCB Bancorp, Inc. We know of no individual or “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 who is the beneficial owner of more than 5% of our common stock.


								Shares
				Director		Current		Beneficially			Percent of
Name	Position(s) Held	Age		Since(1)		Term Expires		Owned(2)			Class(2)

DIRECTORS

Robert Ballance	Director		46		2000		2007		59,262	(3)		1.9	%
Judith Q. Bielan	Director		40		2000		2006		46,059	(4)		1.5
Joseph Brogan	Director		66		2000		2007		99,938	(5)		3.3
James E. Collins	Senior Lending Officer and Director		56		2003		2006		100,929	(6)		3.3
Thomas M. Coughlin	Chief Financial Officer and Director		45		2002		2005		98,492	(7)		3.2
Mark D. Hogan	Chairman of the Board		39		2000		2006		111,661	(8)		3.6
Joseph Lyga	Director		45		2000		2005		45,868	(9)		1.5
Donald Mindiak	President, Chief Executive Officer and Director		46		2000		2007		80,749	(10)		2.6
Alexander Pasiechnik	Director		43		2000		2005		48,654	(11)		1.6
Dr. August Pellegrini, Jr.	Director		45		2000		2007		56,045	(12)		1.8

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Olivia Klim	Executive Vice President		59		N/A		N/A		14,314	(13)		*
Amer Saleem	Vice President		50		N/A		N/A		2,495	(14)		*
All directors and executive officers as a group (12 persons)	N/A		N/A		N/A		N/A		764,466			25.1	%


	*	Less than 1%.

(Footnotes continued on next page)

(Continued from prior page)


	(1)	Includes shares underlying options that are exercisable within 60 days from June 30, 2005.

	(2)	Includes service as a director of Bayonne Community Bank.

	(3)	Mr. Ballance has sole voting and dispositive power over 43,150 shares, shared voting and dispositive power over 7,381 shares with his spouse and shared voting and dispositive power over 1,998 shares with his children. Includes 6,733 shares underlying options exercisable within 60 days from June 30, 2005.

	(4)	Ms. Bielan has sole voting and dispositive power over 8,455 shares, shared voting and dispositive power over 29,503 shares with her spouse and shared voting and dispositive power over 1,513 shares with his children. Includes 6,588 shares underlying options exercisable within 60 days from June 30, 2005.

	(5)	Mr. Brogan has sole voting and dispositive power over 22,487 shares, shared voting and dispositive power over 4,537 shares with his spouse and shared voting and dispositive power over 65,378 shares with his grandchildren. Includes 7,536 shares underlying options exercisable within 60 days from June 30, 2005.

	(6)	Mr. Collins has sole voting and dispositive power over 57,590 shares, shared voting and dispositive power over 32,595 shares with his spouse and shared voting and dispositive power over 2,754 shares with his children. Includes 7,990 shares underlying options exercisable within 60 days from June 30, 2005.

	(7)	Mr. Coughlin has sole voting and dispositive power over 90,609 shares. Includes 7,883 shares underlying options exercisable within 60 days from June 30, 2005.

	(8)	Mr. Hogan has sole voting and dispositive power over 19,889 shares, shared voting and dispositive power over 82,912 shares with his spouse and shared voting and dispositive power over 1,590 shares with his children. Includes 7,270 shares underlying options exercisable within 60 days from June 30, 2005.

	(9)	Mr. Lyga has sole voting and dispositive power over 30,578 shares, shared voting and dispositive power over 7,979 shares with his spouse and shared voting and dispositive power over 719 shares with his child. Includes 6,592 shares underlying options exercisable within 60 days from June 30, 2005.


(10)	Mr. Mindiak has sole voting and dispositive power over 71,734 shares and shared voting and dispositive power over 1,249 shares with his child. Includes 7,766 shares underlying options exercisable within 60 days from June 30, 2005.

(11)	Mr. Pasiechnik has sole voting and dispositive power over 42,035 shares. Includes 6,619 shares underlying options exercisable within 60 days from June 30, 2005.

(12)	Dr. Pellegrini has sole voting and dispositive power over 49,341 shares. Includes 6,704 shares underlying options exercisable within 60 days from June 30, 2005.

(13)	Ms. Klim has sole voting and dispositive power over 6,050 shares and shared voting and dispositive power over 4,614 shares with her spouse. Includes 3,650 shares underlying options exercisable within 60 days from June 30, 2005.

(14)	Mr. Saleem has sole voting and dispositive power over 708 shares and shared voting and dispositive power over 756 shares with his spouse. Includes 1,031 shares underlying options exercisable within 60 days from June 30, 2005.

Biographical Information Regarding Directors and Executive Officers

Set forth below is biographical information regarding directors and executive officers of BCB Bancorp, Inc. Unless otherwise noted each director has held the indicated position for at least five years.

Directors

Robert Ballance , is a Captain with the Bayonne Fire Department and the owner of Bob’s Carpet located in Bayonne. Mr. Ballance is a director of the Bayonne Fire Exempt Association; a member of the Bayonne Elks B.P.O.E.; and has served as the Treasurer of Bayonne Fire Department Local #11. Mr. Ballance attended Saint Vincent DePaul Grammar School and Marist High School in Bayonne.

Judith Q. Bielan, Esq. , is a practicing attorney. Ms. Bielan currently owns her own law firm, Bielan, Saminski & Associates, P.C., which she formed in 1996. Ms. Bielan was a partner with Cavanaugh and Bielan, P.C. from 1993 to 1996, and associated with the firm of Schumann, Hanlon, O’Connor and McCrossin from 1989 to 1993. She is a member of the New York and New Jersey State Bars as well as the Treasurer for the Hudson County Bar Association. Ms. Bielan serves on the Hudson County Bar Association’s Family Law Committee and is a member of the Hudson County Inns of Court. Ms. Bielan is a board member of Women Rising and serves on the Advisory Board for Holy Family Academy. Ms. Bielan is a lifetime resident of Bayonne having attended Saint Mary’s, Our Lady Star of the Sea Elementary School and Holy Family Academy. In addition, she holds degrees from Montclair State College and Seton Hall Law School.

Joseph Brogan , has 40 years of experience in the insurance industry and is the founder of Brogan Insurance located in Bayonne. Mr. Brogan is the former head of the State Farm Agents Association and is a current member of the Knights of Columbus and the Fraternal Order of Elks. Mr. Brogan attended Saint Aloysius Grammar School, in Jersey City, and Seton Hall Preparatory School, has received a B.S. from Saint Peter’s College and attended graduate school at Fordham and Jersey City State College.

James E. Collins , is Senior Lending Officer of Bayonne Community Bank, and has worked in the banking industry since 1972. He is the former Vice President of Lending at First Savings Bank of New Jersey and served as that bank’s Community Reinvestment Officer and as a member of the Budget, Asset and Liability, Asset Classification and Loan Committees. In addition, Mr. Collins has served as Treasurer of the Bayonne Chamber of Commerce, as the past President of Ireland’s 32 and as citywide director for Bayonne’s C.Y.O. Sports Programs. Currently, Mr. Collins serves as a Director for Windmill Alliance, Inc. Mr. Collins attended St. Mary’s, Our Lady Star of the Sea Elementary School and Marist High School, received a B.S. from St. Peter’s College and attended graduate school at the Institute for Financial Education. Mr. Collins is a certified Real Estate Appraiser and a member of the Review Appraisers Association.

Thomas M. Coughlin , is Chief Operating Officer and Chief Financial Officer of BCB Bancorp, Inc. and Bayonne Community Bank, and has been employed in the banking industry for 19 years. Mr. Coughlin was formerly Vice President of Chatham Savings Bank and, prior to that, Controller and Corporate Secretary of the First Savings Bank of New Jersey. While at First Savings Bank of New Jersey, Mr. Coughlin served in various capacities on several executive managerial committees, including, but not limited to, the Budget, Asset/ Liability and Loan Review Committees. Mr. Coughlin, who received his CPA designation in 1982, is the past President of the American Heart Association and has served as Trustee of D.A.R.E. and the Bayonne P.A.L. Mr. Coughlin attended Saint Vincent DePaul Grammar School and Bayonne High School, and received a B.S. degree from Saint Peter’s College.

Mark D. Hogan, C.P.A. , is a sole practitioner with an office located in Bayonne. In addition, Mr. Hogan is a registered representative providing financial planning for his clientele. Mr. Hogan has achieved the following licenses and designations: NASD Series 7, 24 and 63, New Jersey Life and Health Insurance broker, New Jersey Property and Casualty Insurance broker. Prior to his CPA practice, Mr. Hogan co-founded The Corner Office, a retail office supply dealer, located in Bayonne, where he held the position of President and Chief Executive Officer. Mr. Hogan attended Saint Peter’s Preparatory School and received a B.S. degree from Pace University. He is a member of the New Jersey Society of Certified Public Accountants. Mr. Hogan serves as the Chairman of the Board of Directors of the Company and the Bank.

Joseph Lyga , has served on the Bayonne Fire Department for 18 years, having achieved the rank of Fire Captain. In addition, Mr. Lyga has been a self-employed contractor for the last 18 years. Mr. Lyga has served as President and Secretary/ State Delegate of the Bayonne Fire Department Local #211 and has served as President, Vice President, Secretary and Treasurer of the Bayonne Fire Department Local #11. Mr. Lyga is also a member of the Sicilian Citizens Club and the Friends of Nick Capodice. Mr. Lyga attended Saint Mary’s, Our Lady Star of the Sea Elementary School, Marist High School and Jersey City State College.

Donald Mindiak , has been employed in the banking industry for over 25 years and has been President and Chief Executive Officer of Bayonne Community Bank since October 1999 and BCB Bancorp, Inc. since May 2003. Most recently he was employed by Summit Bank as a Manager of Strategic Planning and Support. Prior to his employment at Summit Bank, Mr. Mindiak was employed at First Savings Bank of New Jersey in Bayonne. During his tenure at First Savings Bank of New Jersey, he served as Treasurer and prior to that position as Controller. Mr. Mindiak served as an active member of the Asset/ Liability, Budget, Investment and Rate Setting Committees while at First Savings Bank of New Jersey and was the former Chairman of the Asset Classification Committee. Mr. Mindiak has been a member of several trade organizations including: the Community Bankers Association, the Hudson County Savings League, the New Jersey Savings League and America’s Community Bankers. In addition, Mr. Mindiak serves as a trustee of the Bayonne Medical Center Foundation Board. Mr. Mindiak received a B.A. degree from Rutgers, Newark College of Arts and Sciences and an M.B.A. degree in finance from Fairleigh Dickinson University.

Alexander Pasiechnik , is President and Chief Executive Officer of Victoria T.V. Sales and Appliances. Mr. Pasiechnik was born in Bayonne and attended Saint Mary’s, Our Lady Star of the Sea Elementary School, Marist High School, and Saint Peter’s College.

Dr. August Pellegrini, Jr. , has practiced general dentistry in Bayonne for 18 years and is currently the President-elect of the New Jersey Dental Association. Dr. Pellegrini is a past President of the Hudson County Dental Society where he represented Hudson County. Dr. Pellegrini is also a Hudson County delegate to the New Jersey Dental Association House of Delegates, and is a past member of the Board of Trustees of the New Jersey Foundation of Dentistry for Persons with Disabilities. Dr. Pellegrini is a faculty member at UMDNJ, New Jersey Dental School, in the Department of General and Hospital Dentistry. Dr. Pellegrini is also a member of the Knights of Columbus. Dr. Pellegrini attended Horace Mann Grammar School, Marist High School, Rutgers College and Temple University School of Dentistry.

Executive Officers who are not Directors

The following is biographical information regarding executive officers of BCB Bancorp, Inc. or Bayonne Community Bank who are not also directors. Unless otherwise noted each officer has held the indicated position for at least five years.

Olivia M. Klim , has been has been employed in the banking industry for over 37 years and is currently Executive Vice President of Business Development of Bayonne Community Bank. Prior to joining Bayonne Community Bank in October 2000 Mrs. Klim was employed by First Savings Bank of New Jersey, a division of Richmond County Financial as a Business Development Officer responsible for the business development and operational functions at the Bank’s offices in Bayonne, New Jersey. Prior to her employment at First Savings, Mrs. Klim was employed at First Fidelity Bank as a Branch Administrator. Mrs. Klim is a Commissioner of the Bayonne Municipal Utilities authority, and serves in various capacities for the local Chapter of the Deborah Foundation, the College Opportunity Program, the American Institute of Banking for Women, and the Bayonne Bullet Proof Vest Funding Campaign. Further, Mrs. Klim serves on the Loan Review Committee for the Bayonne Economic Development Corporation. Mrs. Klim is a graduate of the Bayonne School system and attended St. Peter’s College, and the Cohen & Brown School for Sales & Investments.

Amer Saleem , is a Vice President of Commercial Lending of Bayonne Community Bank. Prior to joining Bayonne Community Bank in 2002, Mr. Saleem was an Assistant Vice President of Commercial

Lending of 1st Constitution Bank, Cranbury, New Jersey. Mr. Saleem holds a B.A. degree in Economics, Diploma in Accounting from City of London Polytechnic, London, England and an M.B.A. degree in Finance from Long Island University, New York. Mr. Saleem has 19 years of banking experience, specializing in commercial lending. Mr. Saleem is a member of the Officers’ Lending Committee.

Board Independence

The Board of Directors has determined that, except as to Messrs. Collins, Coughlin and Mindiak, each member of the Board of Directors is an “independent director” within the meaning of the Nasdaq Stock Market corporate governance listing standards. Messrs. Collins, Coughlin and Mindiak are not considered independent because they are executive officers of BCB Bancorp, Inc.

Meetings and Committees of the Board of Directors

BCB Bancorp, Inc.’s Board of Directors meets on a monthly basis and may hold additional special meetings. BCB Bancorp, Inc.’s standing committees include the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Bayonne Community Bank’s standing committees include an Asset/ Liability Management Committee, a Loan Committee, an Investment Committee and a Budget Committee. During the year ended December 31, 2004, our Board of Directors held twelve regular meetings and two special meetings. No director attended fewer than 75% in the aggregate of the total number of board meetings held and the total number of committee meetings in which he or she served during 2004.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Directors Ballance, Lyga and Pellegrini. Each member of the Nominating and Corporate Governance Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. The Company’s Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee. The full Board of Directors, acting as a nominating committee, met one time during 2004.

The functions of the Nominating and Corporate Governance Committee include the following:


	•	to lead the search for individuals qualified to become members of the Board of Directors and to select director nominees to be presented for shareholder approval;

	•	to review and monitor compliance with the requirements for board independence;

	•	to review the committee structure and make recommendations to the Board of Directors regarding committee membership;

	•	to develop and recommend to the Board of Directors for its approval corporate governance guidelines; and

	•	to develop and recommend to the Board of Directors for its approval a self-evaluation process for the Board of Directors and its committees.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining new perspectives. If any member of the Board of Directors does not wish to continue in service, or if the Nominating and Corporate Governance Committee of the Board of Directors decides not to re-nominate a member for re-election, or if the size of the Board of Directors is increased, the Nominating and Corporate Governance Committee would solicit suggestions for director candidates from all board members. In addition, the Nominating and Corporate Governance Committee is authorized by its charter to engage a third party to assist in the identification of director

nominees. The Nominating and Corporate Governance Committee would seek to identify a candidate who at a minimum satisfies the following criteria:


	•	has the highest personal and professional ethics and integrity and whose values are compatible with BCB Bancorp, Inc.’s;

	•	has had experiences and achievements that have given them the ability to exercise and develop good business judgment;

	•	is willing to devote the necessary time to the work of the Board of Directors and its committees, which includes being available for board and committee meetings;

	•	is familiar with the communities in which BCB Bancorp, Inc. operates and/or is actively engaged in community activities;

	•	is involved in other activities or interests that do not create a conflict with their responsibilities to BCB Bancorp, Inc. and its shareholders; and

	•	has the capacity and desire to represent the balanced, best interests of the shareholders of BCB Bancorp, Inc. as a group, and not primarily a special interest group or constituency.

The Nominating and Corporate Governance Committee will also take into account whether a candidate satisfies the criteria for “independence” under the Nasdaq Stock Market listing requirements, and if a nominee is sought for service on BCB Bancorp, Inc.’s Audit Committee, the financial and accounting expertise of a candidate, including whether an individual qualifies as an audit committee financial expert.

The Audit Committee

The Audit Committee consists of directors Hogan, Bielan, Brogan and Pellegrini. Each current member of the Audit Committee is considered “independent” as defined in the Nasdaq Stock Market listing requirements and under SEC Rule 10A-3. The duties and responsibilities of the Audit Committee include, among other things:


	•	retaining, overseeing and evaluating a firm of independent certified public accountants to audit the annual financial statements;

	•	in consultation with the independent auditors and the internal auditor, reviewing the integrity of BCB Bancorp, Inc.’s financial reporting processes, both internal and external;

	•	approving the scope of the audit in advance;

	•	reviewing the financial statements and the audit report with management and the independent auditors;

	•	considering whether the provision by the external auditors of services not related to the annual audit and quarterly reviews is consistent with maintaining the auditor’s independence;

	•	reviewing earnings and financial releases and quarterly reports filed with the SEC;

	•	consulting with the internal audit staff and reviewing management’s administration of the system of internal accounting controls;

	•	approving all engagements for audit and non-audit services by the independent auditors; and

	•	reviewing the adequacy of the audit committee charter.

The Audit Committee met seven times during 2004. BCB Bancorp, Inc.’s Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee reports to the Board of Directors on its activities and findings. The Board of Directors has designated Mark D. Hogan as an “audit committee financial expert” as that term is used in the rules and regulations of the SEC.

The Compensation Committee

The Compensation Committee currently consisting of Directors Ballance, Brogan, Hogan, Lyga and Pasiechnik, is responsible for human resources policies, salaries and benefits, incentive compensation, executive development and management succession planning. Each member of the Compensation Committee is “independent” in accordance with the listing standards of the Nasdaq Stock Market. The Compensation Committee met three times in fiscal 2004.

Director Compensation

During the year ended December 31, 2004, BCB Bancorp, Inc. paid no board fees but Bayonne Community Bank’s Board of Directors received fees totaling $163,950. Directors received fees of between $8,200 and $13,800 based on their tenure. Directors Collins, Coughlin and Mindiak, as members of executive management, do not receive directors’ fees.

Deferred Compensation Plan for Directors. The Board of Directors of Bayonne Community Bank adopted a 2005 Director Deferred Compensation Plan (the “2005 Deferred Plan”), which will become effective as of October 1, 2005. The 2005 Deferred Plan is designed to comply with the requirements of Code Section 409A. Pursuant to the 2005 Deferred Plan, directors of Bayonne Community Bank may elect to defer, on a pre-tax basis, receipt of all or any portion of the fees and retainers received for their service on the Board of Directors and on committees of the Board of Directors, but only to the extent such amounts are attributable to services not yet performed. Bayonne Community Bank credits the deferred amounts to a special memorandum account. Interest is paid on such deferred amounts at a rate equal to the rate payable on Bayonne Community Bank’s highest paying time deposit, as determined as of the first day of each month, or as adjusted from time to time. Bayonne Community Bank may establish a rabbi trust to which Bayonne Community Bank may deposit such deferrals and interest, but such deposits shall remain subject to the claims of Bayonne Community Bank’s creditors.

Directors may make a deferral election during the first 30 days of becoming eligible for the 2005 Deferred Plan with respect to amounts earned that year, specifying the amount deferred and the time and form of payment. Deferral amounts continue in effect until the director files a notice of adjustment with Bayonne Community Bank. In addition, if the amount of director fees and/or retainers is increased, the director may increase the amount of his deferral by filing a notice of adjustment with Bayonne Community Bank. Such adjustments take effect as of the January 1 following the date the notice is given to Bayonne Community Bank. Such deferral election is irrevocable with respect to the calendar year for which it is filed, provided, however, that a director may delay distributions or modify a previous deferral election if: (i) the new deferral election is not effective for 12 months, (ii) the original distribution date is at least 12 months from the date of the change in the election, and (iii) the new distribution date must be at least five years after the original distribution date.

Deferred fees will be paid out on the date designated by the director in his deferral election form or upon the director’s death, disability or separation from service as a director of Bayonne Community Bank, if such date is earlier than his designated distribution date. However, payments upon termination of employment to directors who are “key employees” under the Internal Revenue Code will not be made until the first day of the seventh month following such termination of employment. Distributions may also be made earlier than the designated distribution date if the distribution is necessary to satisfy a financial hardship, as defined in Code Section 409A. At the election of the director, the distribution may be paid out in a lump sum or in equal installments over a period not to exceed ten years.

Executive Compensation

Summary Compensation Table. The following table sets forth for the years ended December 31, 2004, 2003 and 2002, certain information as to the total remuneration paid by BCB Bancorp, Inc. or Bayonne Community Bank to its Chief Executive Officer as well as to the four most highly compensated executive officers other than the Chief Executive Officer, who received total annual compensation in excess of $100,000. Each of the individuals listed in the table below are referred to as Named Executive Officers.


										Long-Term
										Compensation

		Annual Compensation(1)								Awards

		Year						Other Annual		Restricted		Options/		All Other
		Ended		Salary				Compensation		Stock		SARS		Compensation
Name and Principal Position		12/31		($)(1)		Bonus($)		($)(2)		Awards ($)		(#)		($)

Donald Mindiak			2004	$	131,250	$	65,625	$	—	$	—		9,125	$	—
	President, Chief Executive		2003		125,000		62,500		—		—		14,579		—
	Officer and Director		2002		92,500		40,000		—		—		15,125		—
James E. Collins			2004	$	94,500	$	47,250	$	—	$	—		9,125	$	—
	Senior Lending Officer		2003		90,000		45,000		—		—		15,701		—
			2002		72,500		25,000		—		—		15,125		—
Thomas M. Coughlin			2004	$	94,500	$	47,250	$	—	$	—		9,125	$	—
	Chief Financial Officer and		2003		90,000		45,000		—		—		15,163		—
	Chief Operating Officer		2002		72,500		25,000		—		—		15,125		—
Olivia Klim			2004	$	94,500	$	47,250	$	—	$	—		3,125	$	—
	Executive Vice President —		2003		90,000		45,000		—		—		—		—
	Business Development		2002		72,500		25,000		—		—		15,125		—
Amer Saleem			2004	$	85,000	$	42,500	$	—	$	—		3,125	$	—
	Vice President —		2003		77,500		38,750		—		—		513		—
	Commercial Lending		2002		70,000		5,000		—		—		1,513		—


1.	Includes amounts deferred at the election of the executive under the 401(k) plan.

2.	Does not include perquisites and personal benefits, the aggregate amount of which does not exceed the lesser of $50,000 or 10% of the total salary and bonus reported.

Compensation Committee Interlocks and Insider Participation. During the year ended December 31, 2004, the Compensation Committee, which consisted of Robert Ballance, Joseph Brogan, Mark D. Hogan, Joseph Lyga and Alexander Pasiechnik, met three times to review the performance of the executive officers and determine compensation programs and adjustments. Messrs. Mindiak, Coughlin and Collins do not participate in the Board of Director’s determination of their respective compensation as executive officers.

Related Party Transactions

Bayonne Community Bank leases its 40 ^th Street branch office from a limited liability company owned by current directors other than Mr. Mindiak and a number of former directors. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, we believe that the terms and conditions of the lease are comparable to terms that would have been available from a third party that was unaffiliated with Bayonne Community Bank. During 2004, total lease payments of $111,240 were made to the limited liability company. Payments under the lease currently total $9,270 per month. Bayonne Community Bank has made an offer to acquire this property from the limited liability company. To date, the limited liability company has not responded to our offer.

Other than as described in the preceding paragraph, no directors, executive officers or immediate family members of such individuals have engaged in transactions with us involving more than $60,000 (other than through a loan) during the preceding year. In addition, no directors, executive officers or immediate family members of such individuals were involved in loans from us involving more than $60,000 which were not made in the ordinary course of business and on substantially the same terms and conditions, including interest rate and collateral, as those of comparable transactions prevailing at the time with other persons, and do not include more than the normal risk of collectability or present other unfavorable features.

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director. There are several exceptions to this general prohibition, one of which is applicable to us. Sarbanes-Oxley does not apply to loans made by a depository institution that is insured by the Federal Deposit Insurance Corporation and is subject to the insider lending restrictions of the Federal Reserve Act. All loans to our directors and officers are made in conformity with the Federal Reserve Act regulations.

Benefit Plans

2003 Stock Option Plan. Our 2003 Stock Option Plan provided for the grant of options to purchase 287,128 shares of common stock, adjusted for stock dividends. The 2003 Stock Option Plan provides for awards to eligible employees, directors and officers. Pursuant to the 2003 Stock Option Plan, options to purchase 9,125 shares of Common Stock were granted to each director in 2004 at an exercise price of $14.80 per share, the fair market value of the underlying shares on the date of the award (as

adjusted for the stock dividend). The term of the options is ten years from the date of grant, and the number of shares subject to awards will be adjusted in the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares or other change in our corporate structure. The stock options granted vested 20% upon grant and at the annual rate of 20% per year thereafter. To the extent described below, the awards include an equal number of reload options (“Reload Options”), limited stock appreciation rights (“Limited Rights”) and dividend equivalent rights (“Dividend Equivalent Rights”). A Limited Right gives the option holder the right, upon a change in control of BCB Bancorp, Inc., to receive the excess of the market value of the shares represented by the Limited Rights on the date exercised over the exercise price. The Limited Rights are subject to the same terms and conditions as the stock options. Payment upon exercise of Limited Rights will be in cash, or in the event of a merger transaction, for shares of the acquiring corporation or its parent, as applicable. Limited Rights have been granted to employees only. The Dividend Equivalent Rights entitle the option holder to receive an amount of cash at the time that certain extraordinary dividends are declared equal to the amount of the extraordinary dividend multiplied by the number of options that the person holds. For these purposes, an extraordinary dividend is defined as any dividend where the rate of dividend exceeds Bayonne Community Bank’s weighted average cost of funds on interest-bearing liabilities for the current and preceding three quarters. The Reload Options entitle the option holder, who has delivered shares that he or she owns as payment of the exercise price for option stock, to a new option to acquire additional shares equal in amount to the shares he or she has delivered. Reload Options may also be granted to replace option shares retained by the employer for payment of the option holder’s withholding tax. The option price at which additional shares of stock can be purchased by the option holder through the exercise of a Reload Option is equal to the market value of the previously owned stock at the time it was surrendered. The option period during which the Reload Option may be exercised expires at the same time as that of the original option that the holder has exercised.

Set forth below are all option grants to directors and exercise price of such grants during the year ended December 31, 2004.


Director’s Name	Option Awards		Exercise Price

Robert Ballance		13,274	$	14.80
Judith Q. Bielan		13,274	$	14.80
Joseph Brogan		13,274	$	14.80
James E. Collins		9,125	$	14.80
Thomas M. Coughlin		9,125	$	14.80
Mark D. Hogan		13,274	$	14.80
Joseph Lyga		13,274	$	14.80
Donald Mindiak		9,125	$	14.80
Alexander Pasiechnik		13,274	$	14.80
Dr. August Pellegrini, Jr.		13,274	$	14.80

2002 Stock Option Plan. Our 2002 Stock Option Plan provided for the grant of options to purchase 193,584 shares of common stock, adjusted for stock dividends. The 2002 Stock Option Plan provides for awards to eligible employees, directors and officers. Pursuant to the 2002 Stock Option Plan, options to purchase 4,149 shares of common stock were granted to each non-employee director at an exercise price of $14.80 per share, respectively, the fair market value of the underlying shares on the date of the award, adjusted for stock dividends. The term of the options is ten years from the date of grant, and the number of shares subject to awards will be adjusted in the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares or other change in our corporate structure. The stock options granted vest at the rate of 20% per year. To the extent described below, the awards include an equal number of reload options (“Reload Options”), limited stock appreciation rights (“Limited Rights”) and dividend equivalent rights (“Dividend Equivalent Rights”). A Limited Right gives the option holder the right, upon a change in control of BCB Bancorp,

Inc., to receive the excess of the market value of the shares represented by the Limited Rights on the date exercised over the exercise price. The Limited Rights are subject to the same terms and conditions as the stock options. Payment upon exercise of Limited Rights will be in cash, or in the event of a merger transaction, for shares of the acquiring corporation or its parent, as applicable. Limited Rights have been granted to employees only. The Dividend Equivalent Rights entitle the option holder to receive an amount of cash at the time that certain extraordinary dividends are declared equal to the amount of the extraordinary dividend multiplied by the number of options that the person holds. For these purposes, an extraordinary dividend is defined as any dividend where the rate of dividend exceeds Bayonne Community Bank’s weighted average cost of funds on interest-bearing liabilities for the current and preceding three quarters. The Reload Options entitle the option holder, who has delivered shares that he or she owns as payment of the exercise price for option stock, to a new option to acquire additional shares equal in amount to the shares he or she has delivered. Reload Options may also be granted to replace option shares retained by the employer for payment of the option holder’s withholding tax. The option price at which additional shares of stock can be purchased by the option holder through the exercise of a Reload Option is equal to the market value of the previously owned stock at the time it was surrendered. The option period during which the Reload Option may be exercised expires at the same time as that of the original option that the holder has exercised.

Set forth in the table that follows is information relating to options granted under the 2003 Stock Option Plan and 2002 Stock Option Plan to the Named Executive Officers during the fiscal year ended December 31, 2004.

OPTION GRANTS IN LAST FISCAL YEAR


Individual Grants

			Percent of Total
			Options Granted to
	Options		Employees in FY		Exercise or Base		Expiration		Grant Date Present
Name	Granted(1)		2004		Price ($)(1)		Date		Value ($)(2)

Donald Mindiak		9,125		16.4%	$	14.80		8/11/2014	$	9.57
James E. Collins		9,125		16.4%	$	14.80		8/11/2014	$	9.57
Thomas M. Coughlin		9,125		16.4%	$	14.80		8/11/2014	$	9.57
Olivia Klim		3,125		5.6%	$	14.80		8/11/2014	$	9.57
Amer Saleem		3,125		5.6%	$	14.80		8/11/2014	$	9.57


(1)	The exercise price of the options is equal to the fair market value of the underlying shares on the date of the award.

(2)	Derived using the Black-Scholes option pricing model with the following assumptions: volatility of 62.58%; risk free rate of return of 3.92%; dividend yield of 0.00%; and a 7 year option life.

Set forth below is certain information concerning options outstanding to the Named Executive Officers at December 31, 2004, and the options exercised by the Named Executive Officers during 2004.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR

AND FISCAL YEAR-END OPTION VALUES

Value of Unexercised

Number of Unexercised

In-The-Money Options at

Options at Year-End

Year-End(1)

Shares Acquired

Value

Upon Exercise(2)

Realized($)

Exercisable/Unexercisable (#)

Exercisable/Unexercisable($)

Donald Mindiak

8,965

119,642

7,766/22,098

$67,684/$173,057

James E. Collins

9,190

107,172

7,990/22,771

$69,359/$178,091

Thomas M. Coughlin

9,083

120,808

7,883/22,447

$68,559/$175,668

Olivia Klim

6,050

93,122

3,650/8,550

$40,652/$86,742

Amer Saleem

708

10,263

1,031/3,412

$7,180/$20,433


(1)	Equals the difference between the aggregate exercise price of such options and the aggregate fair market value of the shares of Common Stock that would be received upon exercise, assuming such exercise occurred on December 31, 2004, at which date the last trade price of the Common Stock as stated on the Over the Counter Electronic Bulletin Board was $19.15 per share.

(2)	Adjusted for subsequent 25% stock dividend.

Compensation Plans

Set forth below is information as of December 31, 2004 regarding equity compensation plans that have been approved by shareholders. The Company has no equity based benefit plans that were not approved by shareholders.


		Number of Securities
		to be Issued Upon					Number of Securities
		Exercise of			Weighted		Remaining Available
		Outstanding Options			Average Exercise		for Issuance Under
Plan		and Rights			Price(2)		Plan

Equity compensation plans approved by shareholders			355,542	(1)	$	11.65		2,949	(3)
Equity compensation plans not approved by shareholders			—			—		—

	Total		355,542		$	11.65		2,949


(1)	Consists of options to purchase (i) 122,174 shares of common stock under the 2002 Stock Option Plan and (ii) 233,368 shares of common stock under the 2003 Stock Option Plan.

(2)	The weighted average exercise price reflects the exercise price of $13.25 per share for options granted under the 2003 Stock Option Plan and $8.58 per share for options under the 2002 Stock Option Plan.

(3)	Consists of options to purchase 2,084 shares under the 2003 Stock Option Plan and 865 shares under the 2002 Stock Option Plan.

UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to the shares of common stock being offered. Subject to the terms and conditions contained in the underwriting agreement, each underwriter has agreed to purchase from us, and we have agreed to sell to the underwriter, the respective number of shares of common stock set forth opposite its name below. The underwriters’ obligations are several, which means that each underwriter is required to purchase a specific number of shares, but it is not responsible for the commitment of any other underwriter to purchase shares. Janney Montgomery Scott LLC is acting as the representative of the underwriters.


Name		Number of Shares





Total

The shares of common stock are being offered by the underwriters, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the underwriters and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify this offer and to reject orders in whole or in part.

The underwriting agreement provides that the obligations of the underwriters are conditional and may be terminated at their discretion based on their assessment of the state of the financial markets. The obligations of the underwriters may also be terminated upon the occurrence of the events specified in the underwriting agreement. The underwriting agreement provides that the underwriters are obligated to purchase all of the shares of common stock in this offering if any are purchased, other than those shares covered by the over-allotment option described below.

Over-allotment Option

We have granted the underwriters an option, exercisable no later than 30 days after the date of this prospectus, to purchase up to 120,000 additional shares of our common stock at the public offering price less the underwriting discount set forth on the cover page of this prospectus. The underwriters may exercise this option only to cover over-allotments, if any, made in connection with this offering. To the extent the option is exercised and the conditions of the underwriting agreement are satisfied, we will be obligated to sell to the underwriters, and the underwriters will be obligated to purchase, these additional shares of common stock in proportion to their respective initial purchase amounts.

Commissions and Expenses

The underwriters propose to offer the shares of common stock directly to the public at the public offering price set forth on the cover of this prospectus and to certain securities dealers at the public offering price less a concession not in excess of $ per share. The underwriters may allow, and these dealers may re-allow, a concession not in excess of $ per share on sales to other dealers. After the public offering of the common stock, the underwriters may change the offering price and other selling terms.

The following table shows the per share and total underwriting discount we will pay to the underwriters and the proceeds we will receive before expenses. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares.

Total Without

Total With

Per Share

Over-Allotment

Price to Public

Underwriting Discounts

Proceeds to us, before expenses

We estimate that the total expenses of the offering, excluding underwriting discount, will be approximately $ and are payable by us. We have agreed to pay Janney Montgomery Scott LLC a non-accountable expense allowance in the amount of $125,000 payable at the closing of the Offering.

Lock-up Agreements

We, and each of our executive officers and directors, have agreed, for a period of 180 days after the date of this prospectus not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to sell, make any short sale or otherwise dispose of or hedge, directly or indirectly, any shares of our common stock or securities, convertible into, exchangeable or exercisable for any shares of our common stock or other rights to purchase shares of our common stock or other similar securities, without, in each case, the prior written consent of Janney Montgomery Scott LLC. These restrictions are expressly agreed to preclude us, and our executive officers and directors, from engaging in any hedging or other transaction or arrangement that is designed to, or which reasonably could be expected to, lead to, or result in a sale, disposition or transfer, in whole or in part, of any of the economic consequences of ownership of our common stock, whether such transaction would be settled by delivery of common stock or other securities, in cash or otherwise.

Indemnity

We have agreed to indemnify the underwriters, and persons who control the underwriters, against certain liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments that the underwriters may be required to make for these liabilities.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions syndicate covering transactions and penalty bids.


	•	Stabilizing transactions permit bids to purchase shares of common stock so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the common stock while the offering is in progress.

	•	Over-allotment transactions involve sales by the underwriters of shares of common stock in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares in the open market.

	•	Syndicate covering transactions involve purchases of common stock in the open market after the distribution has been completed in order to cover short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may

purchase shares through exercise of the over-allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after-pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

• Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on the Nasdaq National Market, the Over the Counter Electronic Bulletin Board, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, the underwriters and selected dealers, if any, who are qualified market makers on the Over the Counter Electronic Bulletin Board, may engage in passive market making transactions in our common stock on the Over the Counter Electronic Bulletin Board in accordance with Rule 103 of Regulation M under the Securities Act. Rule 103 permits passive market making activity by the participants in our common stock offering. Passive market making may occur before the pricing of the offering or before the commencement of offers or sales of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as a passive market maker. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for the security. If all independent bids are lowered below the bid of the passive market maker, however, the bid must then be lowered when purchase limits are exceeded. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker’s average daily trading volume in the common stock during a specified period and must be discontinued when that limit is reached. The underwriters and other dealers are not required to engage in passive market making and may end passive market making activities at any time.

Our Relationship with the Underwriters

From time to time, Janney Montgomery Scott LLC may seek to provide investment banking services to us in the ordinary course of business and may receive compensation for such services.

DESCRIPTION OF CAPITAL STOCK OF

BCB BANCORP, INC.

General

BCB Bancorp, Inc. is authorized to issue 10,000,000 shares of common stock, having no par value. Each share of BCB Bancorp, Inc.’s common stock has the same relative rights as, and is identical in all respects with, each other share of common stock. Upon payment of the purchase price for the common stock, all of the stock will be duly authorized, fully paid and nonassessable. Presented below is a description of BCB Bancorp, Inc.’s capital stock which is deemed material to an investment decision with respect to the offering. The common stock of BCB Bancorp, Inc. will represent nonwithdrawable capital, will not be an account of an insurable type, and will not be insured by the Federal Deposit Insurance Corporation.

Common Stock

Dividends. BCB Bancorp, Inc. can pay cash dividends if, as and when declared by our Board of Directors, subject to compliance with limitations which are imposed by law. The holders of common stock of BCB Bancorp, Inc. will be entitled to receive and share equally in such dividends as may be declared by the Board of Directors of BCB Bancorp, Inc. out of funds legally available therefor. Dividends from BCB Bancorp, Inc. will depend, in large part, upon receipt of cash dividends from Bayonne Community Bank.

Voting Rights. Upon the effective date of the stock offering, the holders of common stock of BCB Bancorp, Inc. will possess exclusive voting rights in BCB Bancorp, Inc. Each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors.

Liquidation. In the event of any liquidation, dissolution or winding up of Bayonne Community Bank, BCB Bancorp, Inc., as holder of Bayonne Community Bank’s capital stock, would be entitled to receive, after payment or provision for payment of all debts and liabilities of Bayonne Community Bank, including all deposit accounts and accrued interest thereon, all assets of Bayonne Community Bank available for distribution. In the event of liquidation, dissolution or winding up of BCB Bancorp, Inc., the holders of its common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities, all of the assets of BCB Bancorp, Inc. available for distribution.

Rights to Buy Additional Shares. Holders of the common stock of BCB Bancorp, Inc. will not be entitled to preemptive rights with respect to any shares which may be issued. Preemptive rights are the priority right to buy additional shares if BCB Bancorp, Inc. issues more shares in the future. The common stock is not subject to redemption.

CHANGE IN AUDITORS

On April 1, 2005, Radics & Co. LLC, (“Radics”) merged with Beard Miller Company LLP (“Beard Miller”) to become the Pine Brook, New Jersey office of Beard Miller. As a result, on April 1, 2005, Radics resigned as independent auditors of BCB Bancorp, Inc. On April 1, 2005, BCB Bancorp, Inc. engaged Beard Miller as its successor independent audit firm. BCB Bancorp, Inc.’s engagement of Beard Miller has been approved by our Audit Committee.

The reports of Radics on our consolidated financial statements as of and for the fiscal years ended December 31, 2004, and December 31, 2003, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended December 31, 2004 and 2003, and in connection with the audit of our financial statements for such periods, as well as the interim period subsequent to the most recent fiscal year end and through until the date of Radics’ resignation, there were no disagreements between us and Radics on any matter of accounting principles or practices, financial statement disclosure, or auditing scope

or procedure, which, if not resolved to the satisfaction of Radics, would have caused Radics to make reference to such matter in connection with its audit reports on our financial statements.

We provided Radics with a copy of the above disclosures in response to Item 304(a) of Regulation S-K. We requested that Radics deliver to us a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by us in response to Item 304(a) of Regulation S-K, and if not, stating the respects in which it does not agree. A copy of Radics letter is filed as Exhibit 16 to a Form 8-K/ A filed on April 27, 2005.

TRANSFER AGENT AND REGISTRAR

Registrar and Transfer Company, Cranford, New Jersey will act as the transfer agent and registrar of the common stock.

LEGAL MATTERS

The legality of the common stock has been opined upon for BCB Bancorp, Inc. by Luse Gorman Pomerenk & Schick, P.C., Washington, D.C., special counsel to BCB Bancorp, Inc. Certain legal matters will be passed upon for the underwriters by Shumaker Williams, P.C., Camp Hill, Pennsylvania.

EXPERTS

The consolidated financial statements of BCB Bancorp, Inc., as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, appearing elsewhere in this prospectus have been included herein and in the registration statement in reliance upon the report of Beard Miller Company LLP, independent registered public accounting firm, which is included herein upon the authority of Beard Miller Company LLP as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

This prospectus is a part of a Registration Statement on Form S-1 filed by us with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the shares of common stock offered by t]his prospectus. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus does not contain all the information set forth in the registration statement. For further information with respect to us and the common stock offered by this prospectus, reference is made to the registration statement, including the exhibits to the registration statement and documents incorporated by reference. Statements contained in this prospectus concerning the provisions of such documents are necessarily summaries of such documents and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the Securities and Exchange Commission. You can obtain the complete registration statement from the Securities and Exchange Commission, as indicated below.

We file periodic reports, proxy statements and other information with the Securities and Exchange Commission. Our filings are available to the public over the Internet at the Securities and Exchange Commission’s web site at http://www.sec.gov. You also may inspect and copy these materials at prescribed rates at the public reference facilities of the Securities and Exchange Commission located at 100 F Street, NE, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information.

TABLE OF CONTENTS


PROSPECTUS SUMMARY
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
CAPITALIZATION
MARKET FOR COMMON STOCK AND DIVIDENDS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS OF BCB BANCORP, INC.
OPTION GRANTS IN LAST FISCAL YEAR
UNDERWRITING
DESCRIPTION OF CAPITAL STOCK OF BCB BANCORP, INC.
CHANGE IN AUDITORS
TRANSFER AGENT AND REGISTRAR
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BCB BANCORP, INC. AND SUBSIDIARIES
BCB BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
BCB BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
BCB BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EX-1.1
EX-3.1
EX-5
EX-10.3
EX-21
EX-23.2

BCB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

(With Report of Registered Public Accounting Firm Thereon)

INDEX


	Page

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Financial Condition as of June 30, 2005 (Unaudited), and December 31, 2004 and 2003		F-3
Consolidated Statements of Income for the Six Months Ended June 30, 2005 and 2004 (Unaudited), and for Each of the Years in the Three-Year Period Ended December 31, 2004		F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2005 (Unaudited), and for Each of the Years in the Three-Year Period Ended December 31, 2004		F-5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004 (Unaudited) and for Each of the Years in the Three-Year Period Ended December 31, 2004		F-6
Notes to Consolidated Financial Statements		F-7 — F-31

All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders

BCB Bancorp, Inc.

We have audited the accompanying consolidated statements of financial condition of BCB Bancorp, Inc. (the “Company”) and Subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to in the second preceding paragraph present fairly, in all material respects, the consolidated financial position of BCB Bancorp, Inc. and Subsidiaries at December 31, 2004 and 2003, and the results of their operations and cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

Pine Brook, New Jersey

January 28, 2005

F-2

BCB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


							December 31,
				June 30,
		Note(s)		2005			2004			2003

				(Unaudited)
				(In thousands, except share and
				per share data)
ASSETS
Cash and amounts due from depository institutions				$	3,433		$	2,353		$	2,895
Interest-earning deposits					1,687			2,181			8,891

	Total cash and cash equivalents		2 and 16		5,120			4,534			11,786
Securities held to maturity			2, 4 and 16		108,019			117,036			90,313
Loans receivable			2, 5 and 16		275,405			246,380			188,786
Premises and equipment			2, 3 and 6		5,605			5,679			5,704
Federal Home Loan Bank of New York stock					1,108			944			1,250
Interest receivable			2, 7 and 16		2,265			2,329			1,856
Deferred income taxes			2 and 13		954			772			697
Other assets					624			615			284

	Total assets			$	399,100		$	378,289		$	300,676


LIABILITIES AND STOCKHOLDERS’ EQUITY


Liabilities
Deposits			8 and 16	$	349,648		$	337,243		$	253,650
Borrowed money			9 and 16		20,424			14,124			25,000
Other liabilities					1,046			886			859

	Total liabilities				371,118			352,253			279,509

Commitments and contingencies			15 and 16		—			—			—
Stockholders’ equity			1, 2, 10, 11 and 12
Common stock, stated value of $0.08 (unaudited), $0.08 and $0.10, respectively; 10,000,000 shares authorized; 2,995,155 (unaudited), 2,993,538 and 2,296,984 shares, respectively, issued					239			239			230
Additional paid-in capital					27,739			27,725			26,484
Treasury stock, at cost; 21,982 shares at June 30, 2005 (unaudited)					(422	)		—			—
Retained earnings (accumulated deficit)					426			(1,928	)		(5,547	)

	Total stockholders’ equity				27,982			26,036			21,167

	Total liabilities and stockholders’ equity			$	399,100		$	378,289		$	300,676

See notes to consolidated financial statements.

F-3

BCB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


					Six Months
					Ended June 30,					Year Ended December 31,

			Note(s)		2005		2004			2004			2003		2002

					(Unaudited)
					(In thousands, except per share data)
Interest income:
	Loans			2 and 5	$	8,882	$	6,882		$	14,784		$	10,745	$	6,119
	Securities			2		2,905		2,708			5,757			3,299		2,949
	Other interest-earning assets					14		70			159			91		272

		Total interest income				11,801		9,660			20,700			14,135		9,340

Interest expense:
	Deposits:			8
		Demand				167		151			351			249		230
		Savings and club				2,076		1,882			3,981			3,235		2,761
		Certificates of deposit				1,503		930			2,153			808		389

						3,746		2,963			6,485			4,292		3,380
	Borrowed money					310		191			460			44		—

		Total interest expense				4,056		3,154			6,945			4,336		3,380

Net interest income						7,745		6,506			13,755			9,799		5,960
Provision for loan losses				2 and 5		560		350			690			880		843

Net interest income after provision for loan losses						7,185		6,156			13,065			8,919		5,117

Non-interest income:
	Fees and service charges					257		270			517			367		314
	Gain on sales of loans originated for sale					105		63			136			94		—
	Loss on sale of non-performing loans					—		(56	)		(56	)		—		—
	Gain on sales of securities available for sale					—		—			—			—		8
	Gain on sales of securities held to maturity					28		—			—			—		—
	Other					12		11			26			19		14

		Total non-interest income				402		288			623			480		336

Non-interest expense:
	Salaries and employee benefits			2		2,114		1,999			3,976			2,813		1,552
	Occupancy expense of premises			2, 3 and 6		325		323			655			411		247
	Equipment			2		734		711			1,428			940		646
	Advertising					78		51			161			169		79
	Other			2 and 14		621		907			1,441			1,057		748

		Total non-interest expense				3,872		3,991			7,661			5,390		3,272

Income before income taxes						3,715		2,453			6,027			4,009		2,181
Income taxes				2 and 13		1,361		983			2,408			1,614		872

Net income					$	2,354	$	1,470		$	3,619		$	2,395	$	1,309

Net income per common share:				2
	Basic				$	0.79	$	0.50		$	1.22		$	0.83	$	0.54

	Diluted				$	0.75	$	0.47		$	1.17		$	0.80	$	0.54

Weighted average number of common shares outstanding:				2
	Basic					2,991		2,946			2,970			2,871		2,423

	Diluted					3,132		3,110			3,102			2,976		2,437

See notes to consolidated financial statements.

F-4

BCB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


									Retained
				Additional					Earnings
	Common			Paid-In		Treasury			(Accumulated)
	Stock			Capital		Stock			Deficit)			Total

	(In thousands)
Balance, December 31, 2001	$	5,818		$	6,015	$	—		$	(530	)	$	11,303
Issuance of stock dividend		581			698		—			(1,279	)		—
Net sale of common stock		3,091			3,069		—			—			6,160
Net income for the year ended December 31, 2002		—			—		—			1,309			1,309

Balance, December 31, 2002		9,490			9,782		—			(500	)		18,772
Issuance of stock dividends		972			6,470		—			(7,442	)		—
Exchange of Bank stock for Company stock		(10,232	)		10,232		—			—			—
Net income for year ended December 31, 2003		—			—		—			2,395			2,395

Balance, December 31, 2003		230			26,484		—			(5,547	)		21,167
Exercise of stock options		9			1,062		—			—			1,071
Tax benefit from exercise of stock options		—			179		—			—			179
Net income for the year ended December 31, 2004		—			—		—			3,619			3,619

Balance, December 31, 2004		239			27,725		—			(1,928	)		26,036
Exercise of stock options (unaudited)		—			14		—			—			14
Treasury stock purchases (unaudited)		—			—		(422	)		—			(422	)
Net income for the six months ended June 30, 2005 (unaudited)		—			—		—			2,354			2,354

Balance, June 30, 2005 (unaudited)	$	239		$	27,739	$	(422	)	$	426		$	27,982

See notes to consolidated financial statements.

F-5

BCB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


				Six Months Ended
				June 30,						Year Ended December 31,

				2005			2004			2004			2003			2002

				(Unaudited)
				(In thousands)
Cash flows from operating activities:
	Net income			$	2,354		$	1,470		$	3,619		$	2,395		$	1,309
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation of premises and equipment			174			164			342			148			98
		Amortization (accretion), net			(210	)		(76	)		(369	)		(232	)		45
		Provision for loan losses			560			350			690			880			843
		Deferred income tax (benefit)			(182	)		(56	)		(74	)		(164	)		(137	)
		Gain on sales of securities available for sale			—			—			—			—			(8	)
		Gain on sales of securities held to maturity			(28	)		—			—			—			—
		Loans originated for sale			(6,581	)		(6,018	)		(12,031	)		(8,558	)		—
		Proceeds from sales of loans originated for sale			6,686			6,081			12,167			8,652			—
		Gain on sales of loans originated for sale			(105	)		(63	)		(136	)		(94	)		—
		Loss on sale of nonperforming loans			—			56			56			—			—
		Decrease (increase) in interest receivable			64			(271	)		(473	)		(726	)		(619	)
		(Increase) in other assets			(9	)		(673	)		(152	)		(58	)		(56	)
		Increase in accrued interest payable			18			101			81			66			15
		Increase (decrease) in other liabilities			142			(174	)		(55	)		(24	)		616

			Net cash provided by operating activities		2,883			891			3,665			2,285			2,106

Cash flows from investing activities:
	Purchase of securities available for sale				—			—			—			—			(1,989	)
	Proceeds from sale of securities available for sale				—			—			—			—			1,997
	Proceeds from calls of securities held to maturity				18,755			2,500			42,000			20,000			2,500
	Proceeds from sales of securities held to maturity				7,345			—			—			—			—
	Purchases of securities held to maturity				(20,315	)		(26,900	)		(75,823	)		(75,947	)		(25,102	)
	Proceeds from repayments on securities held to maturity				3,237			3,485			7,112			16,282			10,577
	Proceeds from sales of participation interests in loans				612			492			1,747			3,480			1,599
	Proceeds from sale of nonperforming loans				—			1,072			1,072			—			—
	Purchases of loans				(2,441	)		(8,761	)		(12,739	)		(5,430	)		(3,094	)
	Net (increase) in loans receivable				(27,523	)		(24,885	)		(48,063	)		(65,444	)		(76,520	)
	Additions to premises and equipment				(100	)		(138	)		(317	)		(3,225	)		(1,281	)
	Redemption (purchase) of Federal Home Loan Bank of New York stock				(164	)		—			306			(490	)		(760	)

			Net cash (used in) investing activities		(20,594	)		(53,135	)		(84,705	)		(110,774	)		(92,073	)

Cash flows from financing activities:
	Net increase in deposits				12,405			55,030			83,593			90,131			61,784
	Proceeds of long-term debt				—			4,124			4,124			—			—
	Net change in short-term borrowings				6,300			—			(15,000	)		25,000			—
	Purchases of treasury stock				(422	)		—			—			—			—
	Net proceeds from sales of common stock				14			1,066			1,071			—			6,160

			Net cash provided by financing activities		18,297			60,220			73,788			115,131			67,944

Net increase (decrease) in cash and cash equivalents					586			7,976			(7,252	)		6,642			(22,023	)
Cash and cash equivalents — beginning					4,534			11,786			11,786			5,144			27,167

Cash and cash equivalents — ending				$	5,120		$	19,762		$	4,534		$	11,786		$	5,144

Supplemental disclosure of cash flow information:
	Cash paid during the year for:
		Income taxes		$	1,183		$	1,170		$	2,606		$	2,144		$	551

		Interest		$	4,038		$	3,053		$	6,863		$	4,270		$	3,365

See notes to consolidated financial statements.

F-6

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	ORGANIZATION AND STOCK OFFERINGS

After the close of business on April 30, 2003, BCB Bancorp, Inc. (the “Company”), a New Jersey corporation, became a bank holding company in accordance with the terms of an Agreement and Plan of Acquisition, dated September 12, 2002 (the “Agreement”), by and between Bayonne Community Bank (the “Bank”), a New Jersey commercial bank, and the Company. Pursuant to the Agreement and N.J.S.A. 17:19A-355, the Company was organized as a wholly owned subsidiary of the Bank and by operation of law the outstanding shares of common stock of the Bank became, on a one-for-one basis, common stock of the Company. The common stock of the Company held by the Bank was cancelled. Accordingly, the Bank became a wholly-owned subsidiary of the Company and the shareholders of the Bank became the shareholders of the Company.

The common stock of the Bank was previously registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Federal Deposit Insurance Corporation. Pursuant to Rule 12(g)(3) promulgated under the Exchange Act, the Company’s common stock was deemed automatically registered under the Exchange Act. In addition, the common stock of the Company was substituted for the common stock of the Bank on the Nasdaq Electronic Bulletin Board and trades under the new symbol “BCBP.”

The Bank sold 618,182 shares at $10.00 per share of its common stock through an offering circular dated May 1, 2002, at various closing dates. Net proceeds of the secondary offering, after expenses thereof, totalled $6,160,000.

On April 27, 2005, the Company announced that the Board of Directors had approved a stock repurchase program for the repurchase of up to 5% of the Company’s outstanding common stock equal to approximately 150,000 shares. The repurchase will be made from time to time as market conditions warrant. Through June 30, 2005 (unaudited), a total of 21,982 shares of Company common stock were repurchased at a cost of approximately $422,000 or $19.21 per share.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


	*Basis of consolidated financial statement presentation*

The consolidated financial statements include the accounts of the Company and its wholly-own subsidiaries, the Bank, BCB Holding Company Investment Corp. (the “Investment Company”) and BCB Equipment Leasing Company (the “Leasing Company”), and have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany accounts and transactions have been eliminated in consolidation.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statement of financial condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates. A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions in the market area.

The Company’s unaudited interim consolidated financial statements are subject to possible adjustment in connection with the annual audit of the consolidated financial statements as of and for the year ending December 31, 2005. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a

F-7

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

fair presentation of financial position and results of operations for the periods presented. Operations for the six months ended June 30, 2005, are not necessary indicative of the results to be expected for the full year.

In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.


	*Business of the Company and Subsidiaries*

The Company’s primary business is the ownership and operation of the Bank. The Bank is a New Jersey commercial bank which, as of June 30, 2005 (unaudited) and December 31, 2004, operated at three locations in Bayonne, New Jersey, and is subject to regulation, supervision, and examination by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation. The Bank is principally engaged in the business of attracting deposits from the general public and using these deposits, together with borrowed funds, to invest in securities and to make loans collateralized by residential and commercial real estate and, to a lesser extent, consumer loans. The Investment Company was organized in January 2005 under New Jersey law as a New Jersey Investment Company primarily to hold investment and mortgage-backed securities. The Leasing Company is engaged in earning fees for generating leasing transactions for commercial entities.


	*Cash and cash equivalents*

Cash and cash equivalents include cash and amounts due from depository institutions and interest-earning deposits in other banks having original maturities of three months or less.


	*Securities available for sale and held to maturity*

Investments in debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized holding gains and losses included in earnings. Debt and equity securities not classified as trading securities nor as held-to-maturity securities are classified as available for sale securities and reported at fair value, with unrealized holding gains or losses, net of applicable deferred income taxes, reported in the accumulated other comprehensive income component of retained earnings.

On a quarterly basis, the Company makes an assessment to determine whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other-than-temporary basis. The Company considers many factors including the severity and duration of the impairment; the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value; recent events specific to the issuer or industry; and for debt securities, external credit ratings and recent downgrades. Securities on which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value with the write-down recorded as a realized loss.

Premiums and discounts on all securities are amortized/accreted to maturity using the interest method. Interest and dividend income on securities, which includes amortization of premiums and accretion of discounts, is recognized in the financial statements when earned. Gains or losses on sales are recognized based on the specific identification method.

F-8

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	*Loans receivable*

Loans receivable is carried at unpaid principal balances less net deferred loan origination fees and the allowance for loan losses. Loan origination fees and certain direct loan origination costs are deferred and amortized, as an adjustment of yield, over the contractual lives of the related loans.

Accrued interest on loans that are contractually delinquent ninety days or more is charged off and the related loans placed on nonaccrual status. Income is subsequently recognized only to the extent that cash payments are received until delinquency status is reduced to less than ninety days, in which case the loan is returned to an accrual status.


	*Allowance for loan losses*

The allowance for loan losses is increased through provisions charged to operations and by recoveries, if any, on previously charged-off loans and reduced by charge-offs on loans which are determined to be a loss in accordance with Bank policy.

The allowance for loan losses is maintained at a level considered adequate to absorb loan losses. Management, in determining the allowance for loan losses, considers the risks inherent in its loan portfolio and changes in the nature and volume of its loan activities, along with the general economic and real estate market conditions. The Bank utilizes a two tier approach: (1) identification of impaired loans and establishment of specific loss allowances on such loans; and (2) establishment of general valuation allowances on the remainder of its loan portfolio. The Bank maintains a loan review system which allows for a periodic review of its loan portfolio and the early identification of potentially impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, and types and value of collateral and financial condition of the borrowers. Specific loan loss allowances are established for identified loans based on a review of such information and/or appraisals of the underlying collateral.

General loan loss allowances are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, and current economic conditions and management’s judgment. Although management believes that adequate specific and general allowances for loan losses are established, actual losses are dependent upon future events and, as such, further additions to the level of specific and general loan loss allowances may be necessary.

Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. A loan evaluated for impairment is deemed to be impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans identified as impaired are evaluated independently. The Bank does not aggregate such loans for evaluation purposes. Payments received on impaired loans are applied first to accrued interest receivable and then to principal. The Bank has not had any loans deemed to be impaired during the six months ended June 30, 2005 (unaudited) or the three-year period ended December 31, 2004.


	*Concentration of risk*

Financial instruments which potentially subject the Company and its subsidiaries to concentrations of credit risk consist of cash and cash equivalents, investment and mortgage-backed securities and loans. Cash and cash equivalents include amounts placed with highly rated financial institutions. Securities include securities backed by the U.S. Government and other highly rated instruments. The Bank’s lending activity is primarily concentrated in loans collateralized by real estate in the State of New Jersey. As a result, credit risk is broadly dependent on the real estate market and general economic conditions in the State.

F-9

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	*Premises and equipment*

Land is carried at cost. Buildings, building improvements, leasehold improvements and furniture, fixtures and equipment are carried at cost, less accumulated depreciation and amortization. Significant renovations and additions are charged to the property and equipment account. Maintenance and repairs are charged to expense in the period incurred. Depreciation charges are computed on the straight-line method over the following estimated useful lives of each type of asset.


Buildings		40 years
Building improvements		7 to 40 years
Furniture, fixtures and equipment		3 to 40 years
Leasehold improvements		Shorter of useful life of term of lease


	*Interest-rate risk*

The potential for interest-rate risk exists as a result of the difference in duration of interest-sensitive liabilities compared to interest-sensitive assets. For this reason, management regularly monitors the maturity structure of interest-earning assets and interest-bearing liabilities in order to measure the level of interest-rate risk and to plan for future volatility.


	*Income taxes*

The Company and its subsidiaries file a consolidated federal income tax return. Income taxes are allocated to the Company and its subsidiaries based upon their respective income or loss included in the consolidated income tax return. Separate state income tax returns are filed by the Company and its subsidiaries.

Federal and state income tax expense has been provided on the basis of reported income. The amounts reflected on the tax return differs from these provisions due principally to temporary differences in the reporting of certain items for financial reporting and income tax reporting purposes. The tax effect of these temporary differences is accounted for as deferred taxes applicable to future periods. Deferred income tax expense or (benefit) is determined by recognizing deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance provided, when necessary, for that portion of the asset which is not more likely than not to be realized.


	*Net income per common share*

Basic net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding. The diluted net income per common share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effects of outstanding stock options, if dilutive, using the treasury stock method.

In October 2004, the Company’s Board of Directors authorized a 25% stock dividend to stockholders of record on November 8, 2004. Such dividend was distributed on November 22, 2004. The weighted average number of common shares outstanding and the net income per common share presented in the consolidated statements of income have been restated to give retroactive effect to the stock dividend.

F-10

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	*Stock-based compensation plan*

The Company, under plans approved by its stockholders in 2003 and 2002, has granted stock options to employees and outside directors. See note 11 for additional information as to option grants. The Company accounts for options granted using the intrinsic value method, in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. No compensation expense has been reflected in net income for the options granted as all such grants have an exercise price equal to the market price of the underlying stock at the date of grant. The following table provides information as to net income and earnings per share as if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, as amended, to all option grants.


		Six Months Ended June 30,						Year Ended December 31,

		2005			2004			2004			2003			2002

		(Unaudited)			(Unaudited)
		(In thousands, except for per share amounts)
Net income as reported		$	2,354		$	1,470		$	3,619		$	2,395		$	1,309
Less: Total stock-based compensation expense, net of income taxes, included in reported net income			—			—			—			—			—
Add: Total stock-based compensation expense, net of income taxes, that would have been included in the determination of net income if the fair value method had been applied to all grants			(242	)		(55	)		(540	)		(486	)		(89	)

Pro forma net income		$	2,112		$	1,415		$	3,079		$	1,909		$	1,220

Net income per commons share, as reported:
	Basic	$	0.79		$	0.50		$	1.22		$	0.83		$	0.54
	Diluted		0.75			0.47			1.17			0.80			0.54

Pro forma net income per common share:
	Basic	$	0.71		$	0.48		$	1.04		$	0.66		$	0.50
	Diluted		0.67			0.45			0.99			0.64			0.50


	*Comprehensive income*

The Company has had, since inception, no items of other comprehensive income.


	*Reclassification*

Certain amounts for prior periods have been reclassified to conform to the current period’s presentation.


	*Recent Accounting Pronouncements*

Accounting for Stock-based Payments: In December 2004, the Financial Accounting Standards Board (the “FASB”) issued Statement No. 123 (revised), “Share-Based Payment”. Statement No. 123 (revised) replaces Statement No. 123 and supersedes APB Opinion No. 25. Statement No. 123 (revised) requires compensation costs related to share based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for the award. Public companies are required to adopt the new standard using a modified prospective method and may elect to restate prior periods using the modified retrospective method. Under the modified prospective method,

F-11

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

companies are required to record compensation cost for new and modified awards over the related vesting period of such awards prospectively and record compensation cost prospectively for the unvested portion at the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. No change to prior periods presented is permitted under the modified prospective method. Under the modified retrospective method, companies record compensation costs for prior periods retroactively through restatement of such periods using the exact pro form amounts disclosed in the companies’ footnotes. Also, in the period of adoption and after, companies record compensation cost based on the modified prospective method.

Accounting For Variable Interest Entities: In December 2003, the FASB issued a revision to Interpretation 46, “Consolidation of Variable Interest Entities,” which established standards for identifying a variable interest entity (“VIE”) and for determining under what circumstances a VIE should be consolidated with its primary beneficiary. Application of this interpretation is required in financial statements of public entities that have interests in special-purpose entities for periods ending after December 15, 2003. Application by public entities, other than small business issuers, for all other types of VIE is required in financial statements for periods ending after March 15, 2004. Small business issuers must apply this interpretation to all other types of VIE at the end of the first reporting period ending after December 15, 2004. The adoption of this interpretation has not had and is not expected to have a material effect on our financial position or results of operations.

Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity: In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (SFAS No. 150). This Statement established standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity as well as their classification in the company’s statement of financial position. It requires that the company classify a financial instrument that is within its scope as a liability when that instrument embodies an obligation of the issuer. SFAS No. 150 did not have any impact on our consolidated financial statements.

Amendment of Statement 133 on Derivative Instruments and Hedging Activities: On April 30, 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. With a number of exceptions, SFAS No. 149 is effective for contracts entered into or

F-12

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

modified after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact on our consolidated financial statements.

Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others: In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 requires a guarantor entity, at the inception of a guarantee covered by the measurement provisions of the interpretation, to record a liability for the fair value of the obligation undertaken in issuing the guarantee. In addition, FIN 45 elaborates on previously existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit. We do not have any financial letters of credit at June 30, 2005 or at December 31, 2004.


3.	RELATED PARTY TRANSACTIONS

The Bank leases a property from NEW BAY LLC (“NEW BAY”), a limited liability corporation 100% owned by a majority of the directors and officers of the Bank. In conjunction with the lease, NEW BAY substantially removed the pre-existing structure on the site and constructed a new building suitable to the Bank for its banking operations. Under the terms of the lease, the cost of this project was reimbursed to NEW BAY by the Bank. The amount reimbursed, which occurred during the year 2000, was approximately $943,000, and is included in premises and equipment under the caption “Building and improvements”. See note 6 to consolidated financial statements.

The original lease term began on November 1, 2000, and concludes on October 31, 2005, and provides for an annual base rent of $108,000 for the first three years and $111,240 for the remaining two years. The Bank has the option to renew the lease for four consecutive five-year periods, subject to a rent escalation clause. In addition, at each renewal date, the Bank has the option to purchase the property from NEW BAY, at the then current fair market value less a credit equal to the lesser of (a) the funds previously reimbursed to NEW BAY, for the new building construction, less any subsequent depreciation, or (b) $750,000. The authority to exercise the purchase option is solely vested in an officer who has no ownership interest in NEW BAY.

On July 1, 2002, the Bank acquired a tract of real estate in the Bergen Point section of the City of Bayonne, New Jersey. The property was purchased for $889,686 from 104 L.L.C., a limited liability corporation 100% owned by a majority of the directors and officers of the Bank. This property is included in land. See Note 6 to consolidated financial statements.

F-13

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


4.	SECURITIES HELD TO MATURITY


		June 30, 2005

				Gross Unrealized
		Carrying						Estimated
		Value		Gains		Losses		Fair Value

		(Unaudited)
		(In thousands)
U.S. Government Agencies:
	Due after one year through five years	$	8,999	$	8	$	16	$	8,991
	Due after five years through ten years		34,294		56		109		34,241
	Due after ten years		30,295		54		20		30,329

			73,588		118		145		73,561

Mortgage-backed securities:
	Due after five years through ten years		434		18		—		452
	Due after ten years		33,997		265		144		34,118

			34,431		283		144		34,570

		$	108,019	$	401	$	289	$	108,131


		December 31, 2004

				Gross Unrealized
		Carrying						Estimated
		Value		Gains		Losses		Fair Value

		(In thousands)
U.S. Government Agencies:
	Due after one year through five years	$	7,499	$	20	$	—	$	7,519
	Due after five years through ten years		29,228		67		173		29,122
	Due after ten years		41,293		8		175		41,126

			78,020		95		348		77,767

Mortgage-backed securities:
	Due after five years through ten years		529		29		—		558
	Due after ten years		38,487		438		143		38,782

			39,016		467		143		39,340

		$	117,036	$	562	$	491	$	117,107

F-14

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


		December 31, 2003

				Gross Unrealized
		Carrying						Estimated
		Value		Gains		Losses		Fair Value

		(In thousands)
U.S. Government Agencies:
	Due after one year through five years	$	2,500	$	16	$	—	$	2,516
	Due after five years through ten years		19,982		111		285		19,808
	Due after ten years		49,500		656		85		50,071

			71,982		783		370		72,395

Mortgage-backed securities:
	Due after five years through ten years		856		55		—		911
	Due after ten years		17,475		436		20		17,891

			18,331		491		20		18,802

		$	90,313	$	1,274	$	390	$	91,197

During the six months ended June 30, 2005 (unaudited), proceeds from sales of securities held to maturity totaled $7,345,000, including gross gains of $37,000 and gross losses of $9,000. The securities sold consisted of mortgage-backed securities on which we had already collected more than eighty-five percent of the principal outstanding at the purchase date and U.S. Government Agency bonds which were within three months of their call dates and on which the exercise of the call was determined to be probable. There were no sales of securities held to maturity during the years ended December 31, 2004, 2003 and 2002. At June 30, 2005 (unaudited), and December 31, 2004 and 2003, mortgage-backed securities with a carrying value of approximately $1,392,000, $1,510,000 and $1,664,000, respectively, were pledged to secure public deposits. See also Note 9 for securities pledged to secure borrowings.

The age of unrealized losses and fair value of related securities held to maturity were as follows:


	Less Than 12 Months				12 Months or More				Total

	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses

	(In thousands)
June 30, 2005 (Unaudited)
U.S. Government Agencies	$	8,475	$	17	$	16,868	$	128	$	25,343	$	145
Mortgage-backed securities		4,032		83		10,704		61		14,736		144

		12,507		100		27,572		189		40,079		289

December 31, 2004
U.S. Government Agencies	$	28,789	$	232	$	9,000	$	116	$	37,789	$	348
Mortgage-backed securities		13,492		131		1,035		12		14,527		143

		42,281		363		10,035		128		52,316		491

December 31, 2003
U.S. Government Agencies	$	19,995	$	370	$	—	$	—	$	19,995	$	370
Mortgage-backed securities		4,618		20		—		—		4,618		20

	$	24,613	$	390	$	—	$	—	$	24,613	$	390

F-15

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At June 30, 2005, management concluded that the unrealized losses above (which related to nine U.S. Government Agency bonds and eleven FNMA or FHLMC mortgage-backed securities) are temporary in nature since they are not related to the underlying credit quality of the issuers and the Company has the ability and intent to hold these securities for a time necessary to recover their cost. The losses above are primarily related to market interest rates.


5.	LOANS RECEIVABLE


					December 31,
			June 30,
			2005		2004		2003

			(Unaudited)
			(In thousands)
Real estate mortgage:
	One-to-four-family residential		$	37,391	$	34,855	$	33,913
	Commercial and multi-family			174,939		158,755		115,160
	Construction			25,257		19,209		10,009

				237,587		212,819		159,082

Commercial:
	Business loans			3,168		3,917		6,109
	Lines of credit			14,598		11,206		7,939

				17,766		15,123		14,048

Consumer:
	Passbook or certificate			97		105		450
	Home equity lines of credit			2,714		1,477		2,439
	Home equity			20,241		19,152		14,386
	Automobile			158		194		366
	Personal			305		308		99

				23,515		21,236		17,740

Deposit overdrafts				113		137		268

		Total loans		278,981		249,315		191,138

Less: Deferred loan fees, net				585		429		239
	Allowance for loan losses			2,991		2,506		2,113

				3,576		2,935		2,352

			$	275,405	$	246,380	$	188,786

At June 30, 2005 (unaudited), and December 31, 2004 and 2003, loans serviced by the Bank for the benefit of others, which consist of participation interests in loans originated by the Bank, totalled approximately $5,211,000, $6,003,000 and $5,020,000, respectively.

F-16

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Bank grants loans to officers and directors of the Company and the Bank and to their associates. Related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than normal risk of collectibility. The activity with respect to loans to directors, officers and associates of such persons, is as follows (in thousands):


				Year Ended
	Six Months			December 31,
	Ended June 30,
	2005			2004			2003

	(Unaudited)
Balance — beginning	$	6,599		$	7,818		$	9,078
Loans originated		1,812			4,294			14,997
Collections of principal		(985	)		(2,759	)		(16,257	)
Loans to persons no longer associated		—			(2,754	)		—

Balance — ending	$	7,426		$	6,599		$	7,818

The following is an analysis of the allowance for loan losses (in thousands):


	Six Months Ended
	June 30,						Year Ended December 31,

	2005			2004			2004			2003		2002

	(Unaudited)
Balance — beginning	$	2,506		$	2,113		$	2,113		$	1,233	$	412
Provision charged to operations		560			350			690			880		843
Recoveries of loans previously charged off		11			—			35			—		—
Loans charged off		(86	)		(220	)		(332	)		—		(22	)

Balance — ending	$	2,991		$	2,243		$	2,506		$	2,113	$	1,233

At June 30, 2005 (unaudited), and December 31, 2004 and 2003, nonaccrual loans for which the accrual of interest had been discontinued totalled approximately $1,004,000, $553,000 and $67,000, respectively. Had these loans been performing in accordance with their original terms, the interest income recognized for the six months ended June 30, 2005 and 2004 (unaudited), and the years ended December 31, 2004, 2003 and 2002 would have been approximately $39,000, $16,000, $43,000, $6,000 and $6,000, respectively. Interest income recognized on such loans was approximately $27,000, $6,000, $29,000, $ -0- and $2,000, respectively. The Bank is not committed to lend additional funds to the borrowers whose loans have been placed on a nonaccrual status.

F-17

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


6.	PREMISES AND EQUIPMENT


				December 31,
	June 30,
	2005			2004			2003

	(Unaudited)
	(In thousands)
Land	$	890		$	890		$	890
Buildings and improvements		3,538			3,538			3,426
Leasehold improvements		338			338			332
Furniture, fixtures and equipment		1,701			1,601			1,402

		6,467			6,367			6,050
Accumulated depreciation and amortization		(862	)		(688	)		(346	)

	$	5,605		$	5,679		$	5,704

Buildings and improvements includes a building constructed on property leased from a related party. See note 3 to consolidated financial statements.

Rental expenses related to the occupancy of premises totalled $88,000 and $85,000 for the six months ended June 30, 2005 and 2004 (unaudited), respectively, and $170,000, $170,000 and $113,000 for the years ended December 31, 2004, 2003 and 2002, respectively. The minimum obligation under lease agreements for each of the years ending December 31 is as follows (in thousands):


Year	Amount

2005	$	156
2006		64
2007		62

	$	282


7.	INTEREST RECEIVABLE


			December 31,
	June 30,
	2005		2004		2003

	(Unaudited)
	(In thousands)
Loans	$	1,315	$	1,219	$	890
Securities		950		1,110		963
Other		—		—		3

	$	2,265	$	2,329	$	1,856

F-18

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


8.	DEPOSITS


				December 31,
		June 30,
		2005		2004		2003

		(Unaudited)
		(In thousands)
Demand:
	Non-interest bearing	$	27,732	$	20,557	$	16,626
	NOW		20,448		23,155		17,201
	Money Market		1,766		2,483		2,163

			49,946		46,195		35,990
Savings and club			184,876		197,868		162,832
Certificates of deposit			114,826		93,180		54,828

		$	349,648	$	337,243	$	253,650

At June 30, 2005 (unaudited), and December 31, 2004 and 2003, certificates of deposit of $100,000 or more totalled approximately $46,479,000, $34,801,000 and $16,330,000, respectively.

The scheduled maturities of certificates of deposit were as follows:


			December 31,
	June 30,
	2005		2004		2003

	(Unaudited)
	(In thousands)
One year or less	$	57,565	$	54,367	$	41,456
After one year to three years		42,375		32,761		11,605
After three years		14,886		6,052		1,767

	$	114,826	$	93,180	$	54,828

F-19

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


9.	BORROWED MONEY

Borrowed money consists of the following (dollars in thousands):


				December 31,
		June 30,
		2005		2004		2003

		(Unaudited)
Long-term borrowings:
	Trust preferred floating rate junior subordinated debenture maturing June 17, 2034; interest rate adjusts quarterly to LIBOR plus 2.65% (6.07% at June 30, 2005 (unaudited) and 5.15% at December 31, 2004)	$	4,124	$	4,124	$	—

Short-term borrowings:
	Federal Home Loan Bank of New York 3.51% advance on overnight line of credit		11,300		—		—
	Federal Home Loan Bank of New York 1.48% advance maturing November 19, 2004		—		—		25,000
	Federal Home Loan Bank of New York 2.47% advance maturing February 22, 2005		—		5,000		—
	Federal Home Loan Bank of New York 2.68% advance maturing May 19, 2005		—		5,000		—
	Federal Home Loan Bank of New York 3.40% advance maturing August 25, 2005		5,000		—		—

			16,300		10,000		25,000

		$	20,424	$	14,124	$	25,000

Additional information regarding short-term borrowings is as follows (dollars in thousands):


	At or for the						At or for the
	Six Months Ended						Year Ended
	June 30,						December 31,

	2005			2004			2004			2003

	(Unaudited)
Average balance outstanding during the period	$	13,700		$	25,000		$	23,440		$	2,945
Highest month-end balance during the period		21,400			25,000			25,000			25,000
Average interest rate during the period		2.87	%		1.48	%		1.54	%		1.49	%
Weighted average interest rate at period end		3.48	%		1.48	%		2.58	%		1.48	%

The trust preferred debenture is callable, at the Company’s option, on June 17, 2009, and quarterly thereafter.

At June 30, 2005 (unaudited) and December 31, 2004, securities held to maturity with a carrying value of approximately $27,474,000 and $32,477,000, respectively, were pledged to secure the above noted Federal Home Loan Bank of New York borrowings.


10.	REGULATORY CAPITAL

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the

F-20

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures, established by regulation to ensure capital adequacy, require the Bank to maintain minimum amounts and ratios of Total and Tier 1 capital, (as defined in the regulations), to risk-weighted assets, (as defined), and of Tier 1 capital to total assets, (as defined). The following table presents information as to the Bank’s capital levels.


											To be Well
											Capitalized Under
						Minimum Capital					Prompt Corrective
	Actual					Requirements					Actions Provisions

	Amount		Ratio			Amount		Ratio			Amount		Ratio

	(Dollars in thousands)
June 30, 2005 (Unaudited)
Total Capital (to risk-weighted assets)	$	35,282		13.24	%	$	21,322		8.00	%	$	26,652		10.00	%
Tier 1 Capital (to risk-weighted assets)		32,291		12.12	%		—		—			15,991		6.00	%
Tier 1 Capital (to adjusted total assets)		32,291		8.09	%		15,821		4.00	%		19,777		5.00	%
December 31, 2004
Total Capital (to risk-weighted assets)	$	32,368		12.83	%	$	20,117		8.00	%	$	25,222		10.00	%
Tier 1 Capital (to risk-weighted assets)		29,862		11.84	%		—		—			15,133		6.00	%
Tier 1 Capital (to adjusted total assets)		29,862		7.89	%		15,124		4.00	%		18,906		5.00	%
December 31, 2003
Total Capital (to risk-weighted assets)	$	23,230		11.51	%	$	16,142		8.00	%	$	20,178		10.00	%
Tier 1 Capital (to risk-weighted assets)		21,117		10.47	%		—		—			12,107		6.00	%
Tier 1 Capital (to adjusted total assets)		21,117		7.02	%		12,028		4.00	%		15,034		5.00	%

F-21

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


11.	BENEFITS PLAN

Stock Options

Stock options granted under stockholder approved stock option plans may be either options that qualify as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended, or non-statutory options. Options granted will vest and will be exercisable on a cumulative basis in equal installments at the rate of 20% per year commencing on the date of grant and continuing through the next four anniversary dates. Vested options may be exercised up to ten years from the date of grant. All options granted will be exercisable in the event the optionee terminates his employment due to death or disability. A summary of stock option activity, adjusted to retroactively reflect subsequent stock dividends, follows:


		Number of			Range of		Weighted Average
		Option Shares			Exercise Price		Exercise Price

December 31, 2001			—		$	—	$	—
	Options granted		192,383			6.61		6.61
	Options exercised		—			—		—

December 31, 2002			192,383			6.61		6.61
	Options granted		259,631			11.67-12.73		11.67
	Options exercised		—			—		—

December 31, 2003			452,014			6.61-12.73		9.52
	Options granted		148,418			14.80		14.80
	Options exercised		(122,232	)		6.61-12.73		8.77
	Options cancelled		(122,658	)		6.61-11.67		10.49

December 31, 2004			355,542			6.61-14.80		11.65
	Options granted (unaudited)		—			—		—
	Options exercised (unaudited)		(1,647	)		6.61-14.80		8.48

June 30, 2005 (unaudited)			353,895			6.61-14.80		11.66

Exercisable at:
	June 30, 2005 (unaudited)		82,762			6.61-14.80		11.28
	December 31, 2004		84,409			6.61-14.80		11.23
	December 31, 2003		128,879			6.61-12.73		8.65
	December 31, 2002		38,476			6.61		6.61

At June 30, 2005 (unaudited), and December 31, 2004 and 2003, the stock options outstanding had a weighted-average remaining contractual life of 8.2 years, 8.7 years and 9.2 years, respectively. At June 30, 2005 (unaudited), and December 31, 2004 and 2003, stock options for up to 2,949 shares, 2,949 shares and 28,709 shares, respectively, of common stock were available for future grants.

The Company, as permitted by SFAS No. 123, recognizes compensation cost for stock options granted based on the intrinsic value method instead of the fair value based method. The grant-date fair values of the stock options granted during 2004, 2003 and 2002, which have exercise prices equal to the

F-22

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

market price of the common stock at the grant date, were estimated using the Black-Scholes option-pricing model. Such fair value and the assumptions used for estimating fair value are as follows:


	Year Ended December 31,

	2004			2003			2002

Grant-date fair value per share(a)	$	9.57		$	7.07		$	1.56
Expected common stock dividend yield		0.00	%		0.00	%		0.00	%
Expected option life		7.0 years			7.0 years			6.5 years
Risk-free interest rate		3.92	%		4.05	%		4.18	%
Volatility		62.58	%		56.20	%		None


(a)	Adjusted for subsequent stock dividends.

During the six months ended June 30, 2005 and 2004 (unaudited), no options were granted.


12.	DIVIDEND RESTRICTIONS

Payment of cash dividends is conditioned on earnings, financial condition, cash needs, the discretion of the Board of Directors, and compliance with regulatory requirements. State and Federal law and regulations impose substantial limitations on the Bank’s ability to pay dividends to the Company. Under New Jersey law, the Bank is permitted to declare dividends on its common stock only if, after payment of the dividend, the capital stock of the Bank will be unimpaired and either the Bank will have a surplus of not less than 50% of its capital stock or the payment of the dividend will not reduce the Bank’s surplus. Current regulatory policies impose more stringent capital requirements on new banks for their first five years of operations than are imposed on more established banks. Such policies also have the effect of restricting dividends. For example, under the regulatory policies of the New Jersey Department of Banking and Insurance, a new bank such as the Bank may not pay cash dividends until such time as it becomes profitable and has earned back its initial capital deficit.


13.	INCOME TAXES

The components of income tax expense are summarized as follows (in thousands):


		Six Months Ended
		June 30,						Year Ended December 31,

		2005			2004			2004			2003			2002

		(Unaudited)
Current income tax expense:
	Federal	$	1,341		$	810		$	1,931		$	1,342		$	753
	State		202			229			551			436			256

			1,543			1,039			2,482			1,778			1,009

Deferred income tax (benefit):
	Federal		(141	)		(71	)		(88	)		(97	)		(79	)
	State		(41	)		15			14			(67	)		(58	)

			(182	)		(56	)		(74	)		(164	)		(137	)

		$	1,361		$	983		$	2,408		$	1,614		$	872

F-23

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax effects of existing temporary difference that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are as follows (in thousands):


			December 31,
	June 30,
	2005		2004		2003

	(Unaudited)
Deferred income tax assets
Allowance for loan losses	$	1,195	$	1,001	$	844
Net operating loss carryforward		—		—		22
Organization expense		7		19		41
Other		5		5		3

		1,207		1,025		910

Deferred income tax liabilities
Depreciation		253		253		211
Other		—		—		2

		253		253		213

Net deferred tax asset	$	954	$	772	$	697

The following table presents a reconciliation between the reported income tax expense and the income tax expense which would be computed by applying the normal federal income tax rate of 34%, to income before income tax expense (dollars in thousands):


		Six Months Ended
		June 30,						Year Ended December 31,

		2005			2004			2004			2003			2002

		(Unaudited)
Federal income tax expense at statutory rate		$	1,263		$	834		$	2,049		$	1,363		$	742
Increases (reductions) in income taxes resulting from:
	State income tax, net of federal income tax effect		106			161			373			244			130
	Other items, net		(8	)		(12	)		(14	)		7			—

Effective income tax		$	1,361		$	983		$	2,408		$	1,614		$	872

Effective income tax rate			36.6	%		40.1	%		40.0	%		40.3	%		40.0	%

The Investment Company commenced operations in January 2005. Under New Jersey tax law, the Investment Company is subject to a 3.6% state income tax rate as compared to the 9.0% rate to which the Company, Bank and Leasing Company are subject. The presence of the Investment Company during the six months ended June 30, 2005 resulted in an income tax savings of approximately $104,000 and reduced the consolidated effective income tax rate by approximately 2.8%.

F-24

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


14.	OTHER EXPENSES

The following is an analysis of other expenses (in thousands):


	Six Months Ended
	June 30,				Year Ended December 31,

	2005		2004		2004		2003		2002

	(Unaudited)
Directors’ fees	$	90	$	100	$	164	$	263	$	134
Legal fees		39		191		226		75		81
Shareholder related costs		19		146		165		38		24
Stationery, forms and printing		97		107		203		172		116
Professional fees		105		147		242		141		118
Other		271		216		441		368		275

	$	621	$	907	$	1,441	$	1,057	$	748


15.	COMMITMENTS AND CONTINGENCIES

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments primarily include commitments to extend credit. The Bank’s exposure to credit loss, in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Outstanding loan related commitments were as follows (in thousands):


			December 31,
	June 30,
	2005		2004		2003

	(Unaudited)
Loan origination	$	11,108	$	18,760	$	16,282
Construction loans in process		13,845		10,795		9,492
Unused lines of credit		8,716		9,217		7,379

	$	33,669	$	38,772	$	33,153

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but primarily includes residential real estate properties.

The Company and the Bank also have, in the normal course of business, commitments for services and supplies. Management does not anticipate losses on any of these transactions.

The Company and the Bank, from time to time, may be party to litigation which arises primarily in the ordinary course of business. In the opinion of management, the ultimate disposition of such litigation should not have a material effect on the financial statements. As of June 30, 2005 (unaudited), and December 31, 2004, the Company and Subsidiaries were not parties to any material litigation.

F-25

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


16.	ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced or liquidation sale. Significant estimations were used for the purposes of this disclosure. Estimated fair values have been determined using the best available data and estimation methodology suitable for each category of financial instruments. For those loans and deposits with floating interest rates, it is presumed that estimated fair values generally approximate their recorded book balances. The estimation methodologies used and the estimated fair values and carrying values of financial instruments are set forth below:


	*Cash and cash equivalents and interest receivable*

The carrying amounts for cash and cash equivalents and interest and dividends receivable approximate fair value.


	*Securities*

The fair values for securities, both available for sale and held to maturity, are based on quoted market prices or dealer prices, if available. If quoted market prices or dealer prices are not available, fair value is estimated using quoted market prices or dealer prices for similar securities.


	*Loans*

The fair value of loans is estimated by discounting future cash flows, using the current rates at which similar loans with similar remaining maturities would be made to borrowers with similar credit ratings.


	*Deposits*

For demand, savings and club accounts, fair value is the carrying amount reported in the financial statements. For certificates of deposit, fair value is estimated by discounting future cash flows, using rates currently offered for deposits of similar remaining maturities.


	*Borrowed money*

The fair value of borrowed money is estimated by discounting future cash flows using rates currently available for liabilities of similar remaining maturities.


	*Commitments to extend credit*

The fair value of credit commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, are not considered material for disclosure. The contractual amounts of unfunded commitments are presented in Note 15.

F-26

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The carrying values and estimated fair values of financial instruments are as follows (in thousands):


					December 31,

	June 30, 2005				2004				2003

	Carrying		Estimated		Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value		Value		Fair Value

	(Unaudited)
Financial assets
Cash and cash equivalents	$	5,120	$	5,120	$	4,534	$	4,534	$	11,786	$	11,786
Securities held to maturity		108,019		108,131		117,036		117,107		90,313		91,197
Loans receivable		275,405		277,542		246,380		247,350		188,786		190,575
Interest receivable		2,265		2,265		2,329		2,329		1,856		1,856
Financial liabilities
Deposits		349,648		348,979		337,243		336,423		253,650		254,207
Borrowed money		20,424		20,573		14,124		14,164		25,000		24,987

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no market value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

In addition, fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to estimate the value of anticipated future business, and exclude the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment, real estate owned and advance payments by borrowers for taxes and insurance. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.

F-27

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


17.	PARENT ONLY FINANCIAL INFORMATION

STATEMENTS OF FINANCIAL CONDITION


						December 31,
			June 30,
			2005			2004			2003

			(Unaudited)
			(In thousands)
Assets:
	Cash and due from banks		$	35		$	14		$	50
	Investment in subsidiaries			32,289			29,862			21,117
	Restricted common stock			124			124			—
	Other assets			35			218			—

		Total assets	$	32,483		$	30,218		$	21,167


Liabilities
	Borrowed money		$	4,124		$	4,124		$	—
	Due to subsidiaries			377			47			—
	Other liabilities			—			11			—

				4,501			4,182			—

Stockholders’ equity:
	Common stock			239			239			230
	Additional paid-in capital			27,739			27,725			26,484
	Treasury stock			(422	)		—			—
	Retained earnings (accumulated deficit)			426			(1,928	)		(5,547	)

				27,982			26,036			21,167

Total liabilities and stockholders’ equity			$	32,483		$	30,218		$	21,167

F-28

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

STATEMENTS OF INCOME


		Six Months Ended						Year Ended
		June 30,						December 31,

		2005			2004			2004			2003

		(Unaudited)
		(In thousands)
Dividend from subsidiaries		$	—		$	—		$	—		$	50

	Total income		—			—			—			50

Interest expense-borrowed money			113			7			98			—

	Total expense		113			7			98			—

(Loss) income before income tax and equity in undistributed earnings of subsidiaries			(113	)		(7	)		(98	)		50
Income tax benefit			41			2			38			—

(Loss) income before equity in undistributed earnings of subsidiaries			(72	)		(5	)		(60	)		50
Equity in undistributed earnings of subsidiaries			2,426			1,475			3,679			1,583

Net income		$	2,354		$	1,470		$	3,619		$	1,633

F-29

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

STATEMENTS OF CASH FLOWS


				Six Months Ended						Year Ended
				June 30,						December 31,

				2005			2004			2004			2003

				(Unaudited)
				(In thousands)
Cash flows from operating activities:
	Net income			$	2,354		$	1,470		$	3,619		$	1,633
	Adjustments to reconcile net income to net cash provided by operating activities:
		Equity in undistributed earnings of subsidiaries			(2,426	)		(1,475	)		(3,679	)		(1,583	)
		Increase in other assets			182			—			(39	)		—
		Increase in due to subsidiaries			330			—			47			—
		Increase in other liabilities			(11	)		14			11			—

			Net cash provided by (used in) operating activities		429			9			(41	)		50

Cash flow from investing activities:
	Purchase of restricted common stock				—			(124	)		(124	)		—
	Additional investment in subsidiary				—			(5,066	)		(5,066	)		—

			Net cash used in investing activities		—			(5,190	)		(5,190	)		—

Cash flow from financing activities:
	Proceeds of long-term debt				—			4,124			4,124			—
	Proceeds from sales of common stock				14			1,066			1,071			—
	Purchase of treasury stock				(422	)		—			—			—

			Net cash (used in) provided by financing activities		(408	)		5,190			5,195			—

Net increase (decrease) in cash and cash equivalents					21			9			(36	)		50
Cash and cash equivalents — beginning					14			50			50			—

Cash and cash equivalents — ending				$	35		$	59		$	14		$	50

F-30

BCB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


18.	QUARTERLY FINANCIAL DATA (UNAUDITED)


		Quarter Ended

		March 31,		June 30,		September 30,		December 31,
		2004		2004		2004		2004

		(In thousands, except for per share amounts)
Total interest income		$	4,599	$	5,061	$	5,395	$	5,645
Total interest expense			1,483		1,671		1,836		1,955

Net interest income			3,116		3,390		3,559		3,690
Provision for loan losses			200		150		90		250
Non-interest income			153		135		189		146
Non-interest expenses			1,898		2,093		1,923		1,747
Income taxes			471		512		692		733

Net income		$	700	$	770	$	1,043	$	1,106

Net income per common share:
	Basic	$	0.24	$	0.26	$	0.35	$	0.37
	Diluted		0.23		0.25		0.34		0.35

Weighted average number of common shares outstanding:
	Basic		2,900		2,993		2,993		2,993
	Diluted		3,110		3,110		3,068		3,120


		Quarter Ended

		March 31,		June 30,		September 30,		December 31,
		2003		2003		2003		2003

		(In thousands, except for per share amounts)
Total interest income		$	3,070	$	3,351	$	3,586	$	4,128
Total interest expense			936		1,012		1,102		1,286

Net interest income			2,134		2,339		2,484		2,842
Provision for loan losses			225		225		210		220
Non-interest income			88		88		133		172
Non-interest expenses			1,048		1,249		1,415		1,679
Income taxes			376		381		396		461

Net income		$	573	$	572	$	596	$	654

Net income per common share:
	Basic	$	0.20	$	0.20	$	0.21	$	0.23
	Diluted		0.19		0.19		0.20		0.22

Weighted average number of common shares outstanding:
	Basic		2,871		2,871		2,871		2,871
	Diluted		2,964		2,952		2,956		3,031

F-31

No person has been authorized to give any information or to make any representation other than as contained in this prospectus and, if given or made, such other information or representation must not be relied upon as having been authorized by BCB Bancorp, Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of BCB Bancorp, Inc. since any of the dates as of which information is furnished herein or since the date hereof.

Up to Shares

COMMON STOCK

NO PAR VALUE

PROSPECTUS

Janney Montgomery Scott llc

, 2005

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.	*Other Expenses of Issuance and Distribution*


		Amount(1)

*	Registrant’s Legal Fees and Expenses	$	140,000
*	Registrant’s Accounting Fees and Expenses		50,000
*	Printing, Postage and Mailing		75,000
*	Filing Fees (NASD, Nasdaq and SEC)		104,506
*	Transfer Agent and registrar fees and expenses		1,000
*	Other		10,000

*	Total	$	380,506


	*	Estimated


(1)	The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the securities being registered, other than commissions and fees of the Underwriters.


Item 14.	*Indemnification of Directors and Officers*

Articles VI and VII of the Certificate of Incorporation of BCB Bancorp, Inc. (the “Corporation”) set forth circumstances under which directors, officers, employees and agents of the Corporation may be insured or indemnified against liability which they incur in their capacities as such:

ARTICLE VI

Limitation of Liability

Subject to the following, a director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. The preceding sentence shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (i) in breach of such person’s duty of loyalty to the Corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer or both of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as so amended. Any amendment to this Certificate of Incorporation, or change in law which authorizes this paragraph shall not adversely affect any then existing right or protection of a director or officer of the Corporation.

ARTICLE VII

Indemnification

The Corporation shall indemnify its officers, directors, employees and agents and former officers, directors, employees and agents, and any other persons serving at the request of the Corporation as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director, employee, agent or other person is party, or is threatened to be made a party, to the full extent permitted by the New Jersey Business Corporation Act. The indemnification provided herein (i) shall not be deemed exclusive of any other right to which any person seeking indemnification may be entitled under any by-law, agreement, or vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity, and (ii) shall insure to the benefit of the heirs, executors,

II-1

and the administrators of any such person. The Corporation shall have the power, but shall not be obligated, to purchase and maintain insurance on behalf of any person or persons enumerated above against any liability asserted against or incurred by them or any of them arising out of their status as corporate directors, officers, employees, or agents whether or not the Corporation would have the power to indemnify them against such liability under the provisions of this article.

The Corporation shall, from time to time, reimburse or advance to any person referred to in this article the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action, suit or proceeding referred to in this article, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that the director’s or officer’s acts or omissions (i) constitute a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders, (ii) were not in good faith, (iii) involved a knowing violation of law, (iv) resulted in the director or officer receiving an improper personal benefit, or (v) were otherwise of such a character that New Jersey law would require that such amount(s) be repaid.


Item 15.	*Recent Sales of Unregistered Securities*

Not Applicable.


Item 16.	*Exhibits and Financial Statement Schedules:*

The exhibits and financial statement schedules filed as part of this registration statement are as follows:


(a)	*List of Exhibits*


1	.1	Form of Underwriting Agreement

3	.1	Certificate of Incorporation of BCB Bancorp, Inc., as amended

3	.2	Bylaws of BCB Bancorp, Inc.(1)

4		Form of Common Stock Certificate of BCB Bancorp, Inc.(2)

5		Opinion of Luse Gorman Pomerenk & Schick regarding legality of securities being registered

10	.1	BCB Bancorp, Inc. 2002 Stock Option Plan(3)

10	.2	BCB Bancorp, Inc. 2003 Stock Option Plan(3)

10	.3	2005 Director Deferred Compensation Plan

21		Subsidiaries of Registrant

23	.1	Consent of Luse Gorman Pomerenk & Schick (contained in Opinion included as Exhibits 5)

23	.2	Consent of Beard Miller Company LLP

24		Power of Attorney (set forth on signature page)


(1)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on December 13, 2004.

(2)	Incorporated by reference to the Form 8-K-12g3 filed with the Securities and Exchange Commission on May 1, 2003.

(3)	Incorporated by reference to Exhibit 10.1 and 10.2 to the Company’s Registration Statement on Form S-8 (Commission File Number 333-11201) filed with the Securities and Exchange Commission on January 26, 2004.

II-2


	(b) Financial Statement Schedules

No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.


Item 17.	*Undertakings*

The undersigned Registrant hereby undertakes:


	(1) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to rule 424(b)(1), or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(3) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bayonne, State of New Jersey on September 8, 2005.


	BCB BANCORP, INC.


	By:	/s/ Donald Mindiak



	Donald Mindiak
	Chief Executive Officer and President
	(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of BCB Bancorp, Inc. (the “Company”) hereby severally constitute and appoint Donald Mindiak as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Donald Mindiak may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-1 relating to the offering of the Company’s common stock, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Donald Mindiak shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signatures	Title	Date


/s/ Donald Mindiak Donald Mindiak	President and Chief Executive Officer and Director (Principal Executive Officer)	September 8, 2005

/s/ Thomas M. Coughlin Thomas M. Coughlin	Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	September 8, 2005

/s/ Mark D. Hogan Mark D. Hogan	Chairman of the Board	September 8, 2005

/s/ Robert Ballance Robert Ballance	Director	September 8, 2005

/s/ Judith Q. Bielan Judith Q. Bielan	Director	September 8, 2005

II-4


Signatures	Title	Date


/s/ Joseph J. Brogan Joseph J. Brogan	Director	September 8, 2005

/s/ James E. Collins James E. Collins	Director	September 8, 2005

/s/ Joseph Lyga Joseph Lyga	Director	September 8, 2005

/s/ Alexander Pasiechnik Alexander Pasiechnik	Director	September 8, 2005

/s/ August Pellegrini, Jr. August Pellegrini, Jr.	Director	September 8, 2005

II-5

As filed with the Securities and Exchange Commission on September 9, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

REGISTRATION STATEMENT

Form S-1

BCB Bancorp, Inc.

Bayonne, New Jersey

EXHIBIT INDEX


1	.1	Form of Underwriting Agreement

3	.1	Certificate of Incorporation of BCB Bancorp, Inc., as amended

3	.2	Bylaws of BCB Bancorp, Inc.(1)

4		Form of Common Stock Certificate of BCB Bancorp, Inc.(2)

5		Opinion of Luse Gorman Pomerenk & Schick regarding legality of securities being registered

10	.1	BCB Bancorp, Inc. 2002 Stock Option Plan(3)

10	.2	BCB Bancorp, Inc. 2003 Stock Option Plan(3)

10	.3	2005 Director Deferred Compensation Plan

21		Subsidiaries of Registrant

23	.1	Consent of Luse Gorman Pomerenk & Schick (contained in Opinion included as Exhibits 5)

23	.2	Consent of Beard Miller Company LLP

24		Power of Attorney (set forth on signature page)


(1)	Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on December 13, 2004.

(2)	Incorporated by reference to the Form 8-K-12g3 filed with the Securities and Exchange Commission on May 1, 2003.

(3)	Incorporated by reference to Exhibit 10.1 and 10.2 to the Company’s Registration Statement on Form S-8 (Commission File Number 333-11201) filed with the Securities and Exchange Commission on January 26, 2004.

EXHIBIT 1.1

800,000 SHARES

(Plus 120,000 shares to cover over-allotments, if any)

BCB BANCORP, INC.

COMMON STOCK

UNDERWRITING AGREEMENT

September __, 2005

JANNEY MONTGOMERY SCOTT LLC
As Representative of the Several
Underwriters Named in Schedule I Hereto c/o Jay Junior, Principal
Janney Montgomery Scott LLC
1801 Market Street
Philadelphia, PA 19103

Ladies and Gentlemen:

BCB Bancorp, Inc., a New Jersey-chartered corporation (the "Company") proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters), for whom Janney Montgomery Scott LLC is serving as representative (the "Representative"), an aggregate of 800,000 shares (the "Firm Shares") of the Company's common stock, no par value per share (the "Common Stock"). If the Representative is the only firm named in Schedule I hereto, then the terms "Underwriters" and "Representative," as used herein, shall each be deemed to refer to such firm.

In addition, in order to cover over-allotments in the sale of the Firm Shares, the Underwriters may, at the Underwriters' election and subject to the terms and conditions stated herein, purchase ratably in proportion to the amounts set forth opposite their respective names in Schedule I hereto, up to 120,000 additional shares of Common Stock from the Company (such additional shares of Common Stock, the "Option Shares"). The Firm Shares and the Option Shares collectively are referred to hereinafter as the "Shares."

The Company, intending to be legally bound, hereby confirms its agreement with the Underwriter as follows:

1. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Underwriter that:

(a) The Company has prepared, in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Regulations") of the Securities and Exchange Commission (the "SEC") under the Act in effect at all applicable times, and has filed with the SEC a registration statement on Form S-1 (File No. ) and one or more amendments thereto, for the purpose of registering the Shares (or a portion of the Shares if a "Rule 462(b) Registration Statement," as defined herein, has been or is to be filed) under the Act. The Company similarly may have prepared or may prepare an additional registration statement on Form S-1 with respect to a portion of the Shares pursuant to Rule 462(b) of the Regulations and, if so prepared or if to be so prepared, such additional registration statement has been or will be filed pursuant to Rule 462(b) of the Regulations. The term "Rule
462(b) Registration Statement" means such additional registration statement, if any, filed pursuant to Rule 462(b) of the Regulations, including, without limitation, all exhibits thereto, the contents of the earlier registration statement incorporated therein by reference, and any price-related information included therein, but omitted from the earlier registration statement in reliance on Rule 430A of the Regulations. Copies of all such registration statements (or the form thereof in the case of a Rule 462(b) Registration Statement that has not yet been filed), and any amendments thereto, and all forms of the related prospectus contained therein, will be delivered to the Underwriter. Also to be delivered to the Underwriter are:

(i) Any preliminary prospectus included in such registration statement or filed with the SEC pursuant to Rule 424(a) of the Regulations (the "Preliminary Prospectus");

(ii) Various parts of such registration statement, including all exhibits thereto and the information contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Regulations and deemed by virtue of Rule 424 of the Regulations to be part of the registration statement at the time it was declared effective, each as amended at the time the registration statement became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A of the Regulations (collectively hereinafter referred to as the "Registration Statement"); and

(iii) The final prospectus in the form included in the registration statement or first filed with the SEC pursuant to Rule 424(b) of the Regulations, and any amendments or supplements thereto, including the information (if any) deemed to be part of that prospectus at the time of effectiveness pursuant to Rule 430A of the Regulations (the "Prospectus").

All references to the registration statement, the preliminary prospectus and the Prospectus include all documents incorporated therein by reference. If the Company files a Rule 462(b) Registration Statement, then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement.

(b) The Registration Statement has become effective under the Act, and the SEC has not issued any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus, nor has the SEC instituted or threatened to issue any such stop order, nor is the SEC

contemplating instituting proceedings with respect to such an order. No order preventing or suspending the effectiveness of the Registration Statement or suspending the use of any Preliminary Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened or contemplated by any court or any federal or state governmental or regulatory agency or body. No request has been made by any federal or state governmental or regulatory agency or body to amend or supplement any Preliminary Prospectus or for additional information.

(i) Contained and will contain all material statements required to be stated therein in accordance with, and complied or will comply in all material respects with the requirements of, the Act and the rules and regulations of the SEC thereunder applicable to a public stock offering by the Company; and

(ii) Did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) At its issue date and at each Time of Delivery, the Prospectus, as amended or supplemented at any such time:

(i) Will contain all material statements required to be stated therein in accordance with, and complied or will comply in all material respects with the requirements of, the Act and the rules and regulations of the SEC thereunder applicable to a public stock offering by the Company;

(ii) Will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing provisions of this paragraph
(d) do not apply to statements or omissions made in the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein. It is understood that the statements set forth in the Prospectus in the section entitled "Underwriting," constitute the only written information furnished to the Company by or on behalf of any Underwriter specifically for use in the Prospectus.

(e) Documents filed by the Company with the SEC, at the time they were filed, complied in all material respects with the requirements of the Act or the Securities Exchange Act of 1934, as amended ("Exchange Act"), including without limitation requirements of the Sarbanes-Oxley Act of 2002 applicable to the Company, as the case may be, and the rules adopted thereunder. In addition, any documents filed with the SEC and incorporated by reference subsequent to the effectiveness of the Registration Statement shall, when so filed, conform with the requirements of the Act and the Exchange Act, as applicable, and the rules adopted thereunder. No documents, when filed with the SEC (or if amendments to such documents, when such amendment was

filed), contained any untrue statement of material fact or omitted to state any material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(f) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or its Subsidiaries (as hereinafter defined) is a part or to which any of the properties of the Company or its Subsidiaries are subject that are required to be described in the Preliminary Prospectus or Prospectus and are not so described.

(g) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey, with all necessary power and authority, corporate and otherwise, to own or lease and operate its properties as described in the Prospectus and has obtained all licenses, permits, certifications, registrations, approvals, consents and franchises necessary to conduct its current business as described in the Prospectus, except where the failure to obtain such licenses, permits, certifications, registrations, approvals, consents and franchises would not have a material adverse effect the financial position, results of operations or business of the Company.

(h) The Company is registered as a bank holding company under the Bank Holding Company Act of 1956 and is and, at the Time of Delivery will be in good standing with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). The Company has not made an election with the Federal Reserve Board to be a "financial holding company" as defined in applicable regulations of the Federal Reserve Board.

(i) The Company's authorized, issued and outstanding capital stock is as disclosed in the Prospectus. All of the issued shares of the Company's capital stock have been duly authorized and are validly issued, fully paid and non-assessable, and none of such outstanding shares of the Company's capital stock have been issued in violation of any right of first refusal or first offer or any preemptive rights (in any case whether statutory, contractual or otherwise). The holders of the outstanding shares of the Company's capital stock are not subject to personal liability solely by reason of being such holders. All previous offers and sales of the outstanding shares of the Company's capital stock, whether described in the Registration Statement or otherwise, were made in conformity with applicable federal, state and foreign securities laws. The authorized capital stock of the Company, including, without limitation, the outstanding Common Stock, the Shares being issued pursuant to the Prospectus and outstanding options to purchase shares of Common Stock conform in all material respects with the descriptions thereof in the Prospectus, to the extent set forth therein, and such descriptions conform in all material respects with the instruments defining the same.

(j) The Company's only subsidiaries, as that term is defined in Rule 405 adopted under the Act, are Bayonne Community Bank, a New Jersey-chartered commercial bank; BCB Holding Company Investment Corp., a New Jersey domestic profit corporation; and BCB Equipment Leasing, LLC, a New Jersey domestic limited liability company (each a "Subsidiary" and, collectively, the "Subsidiaries"). Each Subsidiary is a direct or indirect wholly-owned subsidiary of the Company. Each Subsidiary is duly organized, validly existing and in good standing under the laws of the

jurisdiction in which it was organized, with all necessary power and authority, corporate and otherwise, to own or lease and operate their properties as described in the Prospectus and has obtained all licenses, permits, certifications, registrations, approvals, consents and franchises necessary to conduct their current businesses as described in the Prospectus, except where the failure to obtain such licenses, permits, certifications, registrations, approvals, consents and franchises would not have a material adverse effect on the financial position, results of operations or business of any of the Subsidiaries.

(k) The Company and each Subsidiary is duly qualified to do business as foreign entities, and are in good standing, in all jurisdictions in which such qualification is required, except where any such failure to be so qualified or in good standing could not reasonably be expected to have a material adverse effect on the financial position, results of operations or business of the Company and its Subsidiaries taken as a whole. Each Subsidiary has made available to the Representative a complete and correct copy of its articles and bylaws and such articles and bylaws are in full force and effect as of the date hereof.

(l) The Company and each Subsidiary, to the extent applicable, is in compliance with the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, the Bank Secrecy Act, fair lending laws or other laws relating to discrimination, consumer disclosure, customer identification, and currency transaction or suspicious activity reporting the noncompliance, breach or violation of which could reasonably be expected to have a material adverse effect on the financial position, results of operations or business of the Company and its Subsidiaries taken as a whole or which would reasonably be expected to subject the Company or any of its Subsidiaries or any of their directors or officers to civil money penalties.

(m) The outstanding shares of capital stock and other equity interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company free and clear of all liens, encumbrances and security interests; and no options, warrants or other rights to purchase, agreements or other obligations to issue, or other rights to convert any obligations into, shares of capital stock, equity interests or ownership interests in the Subsidiaries, or securities convertible into or exchangeable for capital stock or equity interests of, or other ownership interests in, the Subsidiaries, are outstanding.

(n) The Company does not own, directly or indirectly, any stock or other securities of any other corporation or any ownership interest in any partnership, joint venture, limited liability company or other form of association, except for:

(i) All the issued and outstanding capital stock of Bayonne Community Bank and, through its ownership of such stock, shares of stock in the Atlantic Central Bankers Bank, Federal Home Loan Banking of New York, and Federal Reserve Bank of Philadelphia;

(ii) Equity securities held in the investment portfolio of Bayonne Community Bank (the composition of which is not materially different from the disclosures in the Prospectus as of specific dates);

(iii) All the issued and outstanding capital stock of BCB Holding Company Investment Corp.

(iv) All the issued and outstanding membership interests in BCB Equipment Leasing, LLC.

(o) Except as disclosed in the Prospectus, there are no outstanding:

(i) Securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company;

(ii) Warrants, rights or options to subscribe for the purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations (other than pursuant to the Company's stock option or stock compensation plans); or

(iii) Obligations of the Company to issue any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

(p) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has not been any:

(i) Material change (including, whether or not insured against, any loss or damage to any material assets), or development involving a prospective material change, in the properties, condition (financial or otherwise), results of operations, stockholders' equity, business or prospects of the Company and the Subsidiaries taken as a whole;

(ii) Material change, loss, reduction, termination or non-renewal of any contract to which the Company or any of the Subsidiaries is a party or by which any of their respective properties, assets or businesses are bound or affected;

(iii) Material transaction entered into by the Company or any of the Subsidiaries not in the ordinary course of their business;

(iv) Dividend or distribution of any kind declared, paid or made by the Company or the Subsidiaries on its capital stock;

(v) Liabilities or obligations, direct or indirect, incurred by the Company or the Subsidiaries that are material to the Company and the Subsidiaries taken as a whole;

(vi) Change in the capitalization of the Company or the Subsidiaries, except for the exercise, termination or expiration of options and/or other rights to acquire securities of the Company; or

(vii) Change in the indebtedness of the Company or the Subsidiaries that is material to the Company and the Subsidiaries taken as a whole.

Neither the Company nor any of the Subsidiaries has any contingent liabilities or obligations that are material and that are not expressly disclosed in the Prospectus.

(q) The Company and each Subsidiary has good and marketable title in fee simple to all real property, if any, and good title to all personal property owned by it, in each case free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defects, except as are disclosed in the Prospectus or such as would not have a material adverse effect on the financial position, results of operations or business of the Company and the Subsidiaries taken as a whole and do not interfere with the use made or proposed to be made of such property by the Company; and any real property and buildings held under lease by the Company and its Subsidiaries are held under valid, subsisting and enforceable leases, with such exceptions as are disclosed in the Prospectus or are not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company or its Subsidiaries. The Company and each Subsidiary, as applicable, has insured its property against loss or damage by fire or other casualty, in amounts reasonably believed by the Company to be adequate, and maintains insurance against such other risks as management of the Company deems appropriate.

(r) Other than disclosed in the Prospectus, there is no litigation, arbitration, claim, proceeding (formal or informal), investigation (including without limitation any investigation by any banking regulator) or inquiry pending, or, to the knowledge of the Company or its Subsidiaries, is threatened or contemplated by, any governmental agency, instrumentality, court or tribunal, domestic or foreign, or before any private arbitration tribunal to which the Company or any of the Subsidiaries are or may be made a party or of which any of their properties or assets are the subject which, if determined adversely to the Company or the Subsidiaries would, individually or in the aggregate, have a material adverse effect on the financial positions, results of operations or businesses of the Company and its Subsidiaries taken as a whole nor, to the Company's knowledge, does there exists any reasonable basis for such litigation, claim, proceeding, protest, arbitration, investigation or inquiry. To the knowledge of the Company, there are no outstanding orders, judgments or decrees of any court, governmental agency, instrumentality or other tribunal enjoining the Company or the Subsidiaries from, or requiring the Company or the Subsidiaries to take or refrain from taking any action, or to which the Company or the Subsidiaries or their properties, assets or businesses are bound or subject.

(s) Radics & Co., LLC, which has certified certain financial statements of the Company and its Subsidiaries included in the Prospectus, is an independent registered public accounting firm as required by federal law and the regulations of the SEC. Radics & Co., LLC was acquired by Beard Miller, LLC, an independent registered public accounting firm, on _______.

(t) The consolidated financial statements and schedules (including the notes thereto) of the Company included in the Prospectus and any Preliminary Prospectus were prepared in conformity with generally accepted accounting principles consistently applied ("GAAP") throughout the periods involved and fairly present the financial position, results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis at the dates and for the periods presented. The financial information included in the Prospectus under the captions "Summary Financial Information" and "Selected Consolidated Financial Information" fairly presents the information shown therein and has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The supporting notes and schedules included in the Prospectus or Preliminary Prospectus fairly state in all material respects the information required to be stated therein in relation to the financial statements taken as a whole. The unaudited interim financial statements included in the Prospectus, if any, comply as to form in all material respects with the applicable accounting requirements of Rule 10-01 of Regulation S-X under the Act. Adjustments to financial information included in the Prospectus under the caption "Capitalization" have been properly applied to the historical amounts in the compilation of that information to reflect the sale by the Company of 800,000 Firm Shares at the actual price set forth in the Prospectus and the application of the estimated net proceeds therefrom.

(u) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due execution by the Representative, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally or by general principles of equity and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that, with respect to this Agreement, as the rights to indemnity and contribution set forth herein may be limited by federal and state securities laws or principles of public policy.

(v) The sale of the Shares and the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herein, do not and will not (with or without the giving of notice, the lapse of time, or both):

(i) Conflict with any term or provision of the Company's and each of the Subsidiaries' articles or certificate of incorporation, certificate of organization or bylaws;

(ii) Result in a breach of, constitute a default under, result in the termination or modification of, result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Subsidiaries, or require any payment by the Company or the Subsidiaries or impose any liability on the Company or the Subsidiaries pursuant to, any contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or the Subsidiaries is a party or by which any of their properties are bound or affected;

(iii) Conflict with or violate any law, rule, regulation, judgment, order or decree of any government or governmental agency, instrumentality or court, domestic or foreign, having jurisdiction over the Company or the Subsidiaries or any of its respective properties or businesses; or

(iv) Result in a breach, termination or lapse of the Company's or the Subsidiaries' corporate power and authority to own or lease and operate its respective properties and conduct their respective businesses or of any license, permit, certification, registration, approval, consent or franchise.

(w) When the Shares to be sold by the Company hereunder have been duly delivered against payment therefor as contemplated by this Agreement, the Shares will be validly issued, fully paid and non-assessable, and the holders thereof will not be subject to personal liability solely by reason of being such holders. The certificates or direct registration transaction advices representing the Shares (to the extent certificates are issued) when duly delivered against payment therefor as contemplated herein, will be in proper legal form under, and conform in all respects to the requirements of the corporate laws of the State of New Jersey, the Bank Holding Company Act of 1956, and the National Market System of the Nasdaq Stock Market.

(x) The Company and its Subsidiaries have not and will not distribute any offering material in connection with the offer and sale of the Shares other than a Preliminary Prospectus, the Prospectus and other material, if any, permitted by the Act.

(y) Neither the Company nor any of its Subsidiaries nor any of the officers, directors of the Company or its Subsidiaries nor any affiliate thereof has:

(i) Taken, directly or indirectly, any action designed to cause or result in, or that has constituted or reasonably may be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; or

(ii) Since January 1, 2005, (A) sold, bid for, purchased or paid anyone any compensation for soliciting purchases of, the Shares, or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

(z) The operations of the Company and its Subsidiaries with respect to any real property currently leased or owned or by any means controlled by the Company or its Subsidiaries (the "Premises") are in compliance with all foreign or domestic, federal, state and local statutes, ordinances, regulations, rules, standards and requirements of common law concerning or relating to industrial hygiene and the protection of health and the environment (collectively, the "Environmental Laws"). To the Company's knowledge, there are no conditions on, about, beneath or arising from the Premises, that might give rise to liability to the Company or any of its Subsidiaries, the imposition of a statutory lien or require a "Response," "Removal" or "Remedial Action," each as defined herein, under any of the Environmental Laws, except as described in the Prospectus. Except as disclosed in the Prospectus, neither the Company nor any of the Subsidiaries has received:

(i) Written or oral notice or has knowledge of any claim, demand, investigation, regulatory action, suit or other action instituted or threatened against the Company or the Subsidiaries for any portion of the Premises relating to any of the Environmental Laws; and

(ii) Any notice of violation, citation, complaint, order, directive, request for information or response thereto, notice letter, demand letter or compliance schedule to or from any governmental or regulatory agency arising out of or in connection with "hazardous substances" (as defined by applicable Environmental Laws) on, about, beneath, arising from or generated at the Premises. As used in this subsection, the terms "Response," "Removal" and "Remedial Action" shall have the respective meanings assigned to such terms under Sections 101(23)-101(25) of the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act, 42 U.S.C. 9601(23)-9601(25).

(aa) The Company and each Subsidiary owns, or possesses adequate rights to use, all patents, patent applications, internet domain names, trademarks, trademark registrations, applications for trademark registration, trade names, service marks, licenses, inventions, copyrights, know-how (including any unpatented and/or unpatentable proprietary or confidential technology, information, systems, design methodologies and devices or procedures developed or derived from or for the Company's business), trade secrets, confidential information, processes and formulations and other proprietary information necessary for, used in, or proposed to be used in, the conduct of the business of the Company and the Subsidiaries as described in the Prospectus (collectively, the "Intellectual Property"). Neither the Company nor any of the Subsidiaries has infringed, are infringing or has received any notice of conflict with, the asserted rights of others with respect to the Intellectual Property and the Company knows of no reasonable basis therefor. To the knowledge of the Company, no other parties have infringed upon or are in conflict with any Intellectual Property. Neither the Company nor any of the Subsidiaries is a party to, or bound by, any agreement material to the conduct of the Company's and the Subsidiaries' businesses, pursuant to which royalties, honoraria or fees are payable by the Company or the Subsidiaries to any person by reason of ownership or use of any Intellectual Property.

(bb) The Company and each of the Subsidiaries makes and keeps accurate books and records reflecting its assets and maintains a system of internal accounting controls sufficient to provide reasonable assurances that:

(i) Transactions are executed in accordance with management's general or specific authorization;

(ii) Transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets of the Company and its Subsidiaries;

(iii) Access to assets of the Company and its Subsidiaries is permitted only in accordance with management's general or specific authorization; and

(iv) The recorded accountability for assets of the Company and its Subsidiaries is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(cc) The Company and the Subsidiaries have filed with the appropriate federal, state and local governmental agencies, and all appropriate foreign countries and political subdivisions thereof, all tax returns that are required to be filed or have duly obtained extensions of time for the filing thereof and have paid all taxes shown on such returns or otherwise due and all material assessments received by any of them to the extent that the same have become due. Neither the Company nor any of the Subsidiaries have executed or filed with any taxing authority, foreign or domestic, any agreement extending the period for assessment or collection of any income or other tax, and neither the Company nor any of the Subsidiaries is a party to any pending action or proceeding by any foreign or domestic governmental agency for the assessment or collection of taxes, and no claims for assessment or collection of taxes have been asserted against the Company or the Subsidiaries.

(dd) Except for the plans that are specifically disclosed in the Prospectus, neither the Company nor any of the Subsidiaries has any employee benefit plan, profit sharing plan, employee pension benefit plan or employee welfare benefit plan or deferred compensation arrangements (each a "Plan" and, collectively, the "Plans") that are subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations thereunder ("ERISA"). All Plans are in compliance in all material respects with all applicable laws, including, but not limited to, ERISA, are in compliance with ERISA, and the Internal Revenue Code of 1986, as amended (the "Code"), and have been operated and administered in all material respects in accordance with their terms. Neither the Company nor any of the Subsidiaries has any employee pension benefit plan that is subject to Part 3 of Subtitle B of Title I of ERISA, or any defined benefit plan or multi-employer plan. Neither the Company nor any of the Subsidiaries provide retiree life and/or retiree health benefits or coverage for any employee or beneficiary of any employee after such employee's termination of employment, except as required by Section 4980B of the Code or under a Plan which is intended to be "qualified" under Section 401(a) of the Code. No material liability has been, or reasonably could be expected to be, incurred under Title IV of ERISA or Section 412 of the Code by any entity required to be aggregated with the Company or its Subsidiaries pursuant to
Section 4001(b) of ERISA and/or Section 414(b) or (c) of the Code (and the regulations promulgated thereunder) with respect to any "employee pension benefit plan" which is not a Plan. No fiduciary or other party in interest with respect to any of the Plans has caused any of such Plans to engage in a prohibited transaction as defined in Section 406 of ERISA. As used in this subsection, the terms "defined benefit plan," "employee benefit plan," "employee pension benefit plan," "employee welfare benefit plan," "fiduciary" and "multi-employer plan" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

(ee) No labor dispute exists with any of the Company's or any of the Subsidiaries' employees, and to the Company's knowledge, no such labor dispute is threatened. Except as disclosed in the Prospectus, the Company has no knowledge of any existing or threatened labor disturbance by the employees of any of the principal

suppliers, contractors or customers of the Company or the Subsidiaries that could reasonably be expected to have a material adverse effect on the financial position, results of operations or businesses of the Company and its Subsidiaries taken as a whole. Except as disclosed in the Prospectus, none of the Company's or Subsidiaries' employees is covered by a collective bargaining agreement and, to the knowledge of the Company, no union organizing activity exists with respect to any such employees.

(ff) The Company and its Subsidiaries have received all permits, licenses, franchises, authorizations, registrations, qualifications and approvals (collectively, the "Permits") of governmental and regulatory authorities (including, without limitation, state or federal banking regulators) as may be required of them to own their properties and conduct their businesses in the manner described in the Prospectus, subject to such qualifications as may be set forth in the Prospectus or Preliminary Prospectus; the Company and its Subsidiaries have fulfilled and performed all of their material obligations with respect to such Permits; and no event has occurred which allows or, after notice or lapse of time or both, would allow revocation or termination thereof or result in any other material impairment of the rights of the holder of any such Permit, subject in each case to such qualifications as may be set forth in the Prospectus.

(gg) No state or federal regulatory agency or governmental body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by the Company or its wholly-owned subsidiary, Bayonne Community Bank.

(hh) Bayonne Community Bank has filed, or has had filed on its behalf, on a timely basis, all materials, reports, documents and information, including but not limited to annual reports, call reports and reports of examination with each applicable bank regulatory authority, board or agency which are required to be filed by it, except where the failure to timely file such materials, reports, documents and information would not have a material adverse effect on the financial position, results of operations or business of Bayonne Community Bank.

(ii) The Company's Common Stock is traded in the Over the Counter Electronic Bulletin Board ("OTCBB") under the symbol "BCBP." The Company currently is in compliance, and expects to remain in compliance with, all requirements related to its Common Stock being eligible to be traded on the OTCBB until such time as the Shares are quoted on the National Market of the Nasdaq Stock Market.

(jj) Other than as described in the Prospectus, all of which have been waived in connection with the offer and sale of the Shares pursuant to the Registration Statement, neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives any security holder of the Company any rights for or relating to the registration of any capital stock of the Company or any rights to convert or have redeemed or otherwise receive from the Company anything of value with respect to any other security of the Company owned by such holder.

(kk) No consent, approval, authorization, order, registration, license or permit of, or filing or registration (other than those which have been obtained) with, any court, government, governmental agency (including the Federal Reserve Board and the Federal Deposit Insurance Corporation) , instrumentality or other regulatory body or

official having jurisdiction over the Company and its Subsidiaries is required for the valid and legal execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, except as may be required for the registration of the Shares under the Act, the Exchange Act, and for compliance with the applicable state securities or blue sky laws or the rules and policies of the National Association of Securities Dealers, Inc. ("NASD") and the National Market of the Nasdaq Stock Market.

(ll) The Common Stock of the Company is registered with the SEC pursuant to Section 12(g) of the Exchange Act and the Company has filed timely all reports, documents and information it is required to file with the SEC under the Exchange Act and rules and regulations adopted thereunder. To the Company's knowledge, no person has taken any action designed to cause, or reasonably likely to result in, the termination of the registration of the Shares under the Exchange Act. The Company has not received any notification from the SEC that it is contemplating terminating such registration.

(mm) The Shares have been approved for quotation on the National Market System of the Nasdaq Stock Market, subject only to notice of issuance.

(nn) The statements in the Registration Statement and Prospectus, insofar as they are descriptions of or references to statutes, regulations, policies, contracts, agreements or other documents, are accurate and present or summarize fairly the information required to be disclosed under the Act or the Regulations, and there are no contracts, agreements or other documents, instruments or transactions of any character required to be described or referred to in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement under the Act or the Regulations that have not been so described, referred to or filed.

(oo) Each contract or other instrument (however characterized or described) to which the Company or the Subsidiaries is a party, or by which any of their respective properties, assets or businesses are bound or affected, has been duly and validly executed by the Company or its Subsidiaries and, to the Company's knowledge, by the other parties thereto. Each such contract or other instrument is in full force and effect and is enforceable against the Company and its Subsidiaries in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws relating to or affecting creditors' rights generally or by general principles of equity and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity), and neither the Company nor the Subsidiaries are, and to the knowledge of the Company, no other party is, in default thereunder, and no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default by the Company or a Subsidiary under any such contract or other instrument. All necessary consents required by the Company under such contracts or other instruments to the disclosure in the Prospectus with respect thereto have been obtained.

(pp) Except as disclosed in the Registration Statement, neither the Company nor any of its officers or directors is a party to any arrangements or understandings, whether oral or written, nor has the Company or any such person made

any payments for commissions, finder's fees or similar payments with respect to the transactions contemplated by this Agreement.

(qq) The conditions for the Company's use of a registration statement on Form S-1, set forth in the General Instructions thereto, in connection with the offer and sale by the Company of the Shares pursuant to this Agreement and the Registration Statement have been satisfied.

(rr) The deposit accounts of Bayonne Community Bank are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation to the legal maximum, and no proceeding for the termination or revocation of such insurance is pending or threatened. Bayonne Community Bank is a member in good standing of the Federal Home Loan Bank of New York.

(ss) Neither the Company nor any of its Subsidiaries is, or upon consummation of the transactions contemplated by this Agreement will be, an "investment company" or a company "controlled" by an investment company as such terms are defined in Sections 3(a) and 2(a)(9), respectively of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations thereunder, and the Company will use commercially reasonable efforts to ensure that its affairs and the affairs of its Subsidiaries are conducted in the future so as not to become subject to the 1940 Act and the rules and regulations thereunder.

(tt) No transaction has occurred or is proposed to occur between or among the Company and any of its respective officers, directors or shareholders or any affiliate of the foregoing that is required to be described in and is not described in the Registration Statement and the Prospectus.

(uu) Except as disclosed in the Prospectus, neither the Company nor any of the Subsidiaries have engaged in any transactions required to be disclosed in the Prospectus involving the purchase or disposition of property, the payment or distribution of cash or other property, the lending or borrowing of money, the guarantying of obligations, the provision of services or any similar transaction with:

(i) Any shareholder who is known to the Company to beneficially own 5% or more of the Common Stock or any executive officer or director of the Company or the Subsidiaries; or

(ii) Any entity in or for which any of the persons referred to in the preceding clause (A) is known to the Company to be an executive officer or director or (B) is a family member of any of such persons.

(vv) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any officer or director, agent, employee or other person associated with or acting on behalf of the Company or any of its Subsidiaries has:

(i) Used any Company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to a political activity;

(ii) Made any direct or indirect unlawful payment to any foreign or domestic government official or employee from Company funds;

(iii) Violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or

(iv) Made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(ww) No unregistered securities of the Company have been sold by the Company or on behalf of the Company by any person or persons controlling, controlled by, or under common control with the Company within three years prior to the date hereof, except as disclosed in the Registration Statement.

(xx) Any certificate signed by any officer of the Company in such capacity and delivered to the Underwriter or to counsel for the Underwriter pursuant to this Agreement shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby.

(yy) The allowance for loan losses shown on the Company's financial statements is adequate in all material respects to provide for anticipated losses inherent in loans outstanding. Except as set forth in the Registration Statement, Preliminary Prospectus and Prospectus, neither the Company nor any Subsidiary has any loans which have been criticized, designated or classified by the management of the Company, management of Bayonne Community Bank or examiners representing any federal or state banking regulator or by the Company's outside independent auditors as "Special Mention," "Substandard," "Doubtful", "Loss" or as a "Potential Problem Loan."

(zz) Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data, if any, included in the Registration Statement, Preliminary Prospectus or Prospectus is not based or derived from sources that are reliable and accurate in all material respects.

2. Purchase and Sale of Firm Shares.

(a) On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees severally, and not jointly, to purchase from the Company, at a purchase price of _____ Dollars and ____ Cents ($ ) per share (the "Per Share Price"), the number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto.

(b) The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 120,000 Option Shares at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Option Shares may be exercised by written notice from the Representative to the Company within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Option

Shares to be purchased and the date on which such Option Shares are to be delivered, as determined by the Representative but in no event earlier than the First Time of Delivery (as hereinafter defined) or, unless the Representative otherwise agrees in writing, earlier than two (2) or later than ten (10) business days after the date of such notice. In the event the Underwriters elect to purchase all or a portion of the Option Shares, the Company agrees to furnish or cause to be furnished to the Representative the certificates, letters and opinions, and to satisfy all conditions set forth in Section 7 hereof at the Subsequent Time of Delivery (as hereinafter defined).

(c) In making this Agreement, each Underwriter is contracting severally, and not jointly, and except as provided in Sections 2(b) and 9 hereof, the agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. No Underwriter shall be under any obligation to purchase any Option Shares prior to an exercise of the option with respect to such Shares granted pursuant to
Section 2(b) hereof.

3. Offering by the Underwriters. Upon authorization by the Representative of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and conditions disclosed in the Prospectus.

4. Delivery of Shares; Closing. The Firm Shares shall be issued in the form of one or more fully registered stock certificates or direct registration transaction advices in such denomination and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Representative may request upon at least 48 hours prior notice to the Company, and shall be delivered by or on behalf of the Company to the Representative for the account of such Underwriter, against payment by such Underwriter on its behalf of the purchase price therefore by wire transfer of immediately available funds to such accounts as the Company shall designate in writing. The closing of the sale and purchase of the Firm Shares shall be held at the offices of Shumaker Williams, P.C., 3425 Simpson Ferry Road, Camp Hill, PA 17011. The time and date of such delivery and payment shall be, with respect to the Firm Shares, at 9:00 a.m., prevailing Eastern time, on the fourth (4th) full business day after this Agreement is executed or at such other time and date as the Representative and the Company may agree upon in writing, and, with respect to the Option Shares, at 9:00 a.m., prevailing Eastern time, on the date specified by the Representative in the written notice given by the Representative of the Underwriters' election to purchase all or part of such Option Shares, or at such other time and date as the Representative and the Company may agree upon in writing. Payment for the Option Shares shall be made to the Company by wire transfer of immediately available funds against delivery of the Option Shares to such accounts as the Company may designate. Such time and date for delivery of the Firm Shares is herein called the "First Time of Delivery," such time and date for delivery of any Option Shares, if not the First Time of Delivery, is herein called a "Subsequent Time of Delivery," and each such time and date for delivery is hereinafter called a "Time of Delivery." The Company shall make the stock certificates or direct registration transaction advices available for examination by the Representative and counsel for the Underwriters not later than 9:30 a.m. prevailing Eastern time on the business day prior to each Time of Delivery at the office of Shumaker Williams, P.C., 3425 Simpson Ferry

Road, Camp Hill, PA 17011 or at such other location specified by the Representative or counsel for the Underwriters in writing at least 48 hours prior to such Time of Delivery.

5. Certain Covenants and Agreements of the Company. The Company covenants and agrees with the Underwriter as follows:

(a) If Rule 430A of the Regulations is employed, the Company will timely file the Prospectus pursuant to and in compliance with Rule 424(b) of the Regulations and will advise the Underwriter of the time and manner of such filing.

(b) The Company will not file or publish any amendment or supplement to the Registration Statement, Preliminary Prospectus or Prospectus at any time before the completion (in the opinion of the Underwriter's counsel) of the distribution of the Shares by the Underwriter that is not in compliance with the Regulations and approved by the Underwriter.

(i) Any post-effective amendment to the Registration Statement is filed with the SEC under Rule 462(c) under the Act or otherwise;

(ii) Any Rule 462(b) Registration Statement is filed;

(iii) Receipt of any comments from the SEC concerning the Registration Statement;

(iv) Any post-effective amendment to the Registration Statement becomes effective, or when any supplement to the Prospectus or any amended Prospectus has been filed;

(v) Request of the SEC for amendment or supplementation of the Registration Statement or Prospectus or for additional information;

(vi) Issuance of any order by court or any federal or state governmental or regulatory agency or body suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or institution or known threat of institution of any such proceeding by any such body for such purpose and, in such event, the Company will use its best efforts to obtain the withdrawal thereof as soon as possible; and

(vii) Suspension of the ability of the Underwriter to offer and sell the Shares in any jurisdiction in which the Underwriter intends to make such offers or sales.

(d) If the delivery of a Prospectus relating to the Shares is required under the Act any time prior to the expiration of nine (9) months after the date of the Prospectus and if at such time any events have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary

to make the statements therein, in light of the circumstances under which they are made, not misleading, or if for any reason it is necessary during the same period to amend or supplement the Prospectus, the Company promptly will notify the Representative and upon its request (but at the Company's expense) prepare an amendment or supplement to the Prospectus to be filed with the SEC and any state securities regulator that corrects such material misstatement or material omission or effects such compliance and will furnish without charge to each Underwriter and to any dealer in the Common Stock as many copies of such amended or supplemented Prospectus as the Representative from time to time reasonably may request. For purposes of this Section 5(d), the Company will provide such information to the Underwriter, the Underwriter's counsel and counsel to the Company as shall be necessary to enable such persons to consult with the Company with respect to the need to amend or supplement the Registration Statement, Preliminary Prospectus or Prospectus or file any document.

(e) The Company promptly will provide the Representative, without charge, so long as a Prospectus relating to the Shares is required to be delivered under the Act, as many copies of each Preliminary Prospectus or the Prospectus or any amendment or supplement thereto as the Representative reasonably may request.

(f) The Company hereby consents to the use of such copies of the Preliminary Prospectus and the Prospectus for purposes permitted by the Act, the Regulations and the securities or blue sky laws of the states or foreign jurisdictions in which the Shares are offered by the Underwriter and by all dealers to whom Shares may be sold, both in connection with the offer and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by the Underwriter or any dealer.

(g) The Company has furnished or will furnish to the Representative at least one original signed copy of the Registration Statement as filed with the SEC and of all amendments and supplements thereto and at least one copy of all exhibits filed therewith and of all consents and certificates of experts, and will deliver to the Representative such number of conformed copies of the Registration Statement, including financial statements and exhibits, and all amendments thereto, as the Representative reasonably may request.

(h) The Company will comply with the Act, the Regulations, the Exchange Act and the rules and regulations thereunder so as to permit the continuance of sales of and dealings in the Shares for as long as may be necessary to complete the distribution of the Shares as contemplated hereby.

(i) The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the registration or qualification of the Shares, or exemption therefrom, for offer and sale by the Underwriter and by dealers under the securities or blue sky laws of such jurisdictions in which the Underwriter determines to offer the Shares, and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided, however, that no such qualification shall be required in any jurisdiction where, solely as a result thereof, the Company would be subject to taxation or qualification as a foreign corporation doing business in such jurisdiction where it is not

now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualification in effect for so long a period as is required under the laws of such jurisdictions for such offer and sale of the Shares. The Company will furnish such information and pay such filing fees and other expenses as may be required, and otherwise cooperate in the inclusion of the Shares for quotation on the National Market of the Nasdaq Stock Market.

(j) During the period of three years from the date hereof, the Company will furnish to the Representative and, upon request, to each of the other Underwriters, without charge (unless such information is available to the public at the Company's web site at www.bcbbancorp.com):

(i) Copies of all reports or other communications (financial or otherwise) furnished or made available to shareholders;

(ii) As soon as they are available, copies of any reports and financial statements furnished to or filed under the Exchange Act or with the Nasdaq Stock Market; and

(iii) Every material press release with respect to the Company or its affairs that is released or prepared by the Company.

(k) For a period of twelve months from the date hereof, the Company will deliver to the Underwriter such additional information concerning the business and financial condition of the Company as the Underwriter may from time to time reasonably request in writing, and which can be prepared or obtained by the Company without unreasonable effort or expense.

(l) Prior to the termination of the underwriting syndicate contemplated by this Agreement, the Company and its Subsidiaries and affiliates will not and the Company shall cause its officers and directors not to:

(i) Take any action, directly or indirectly, designed to, or that could reasonably be expected to, cause or result in the stabilization or manipulation of the price of any security of the Company; or

(ii) Sell, bid for, purchase or pay anyone any compensation, directly or indirectly, for soliciting purchases of the Shares.

(m) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus, the Company will not, and will use its best efforts to cause each executive officer and director of the Company and certain shareholders designated by the Representative to deliver to the Representative an agreement in the form attached hereto, agreeing, without the prior written consent of the Representative, directly or indirectly not to:

(i) Offer, sell, contract to sell or otherwise dispose of, any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock; or

(ii) Enter into any swap or other agreement or any transaction that transfers, in whole or in part, the economic consequences of ownership of shares of Common Stock whether any such swap or other agreement is to be settled by delivery of shares of Common Stock, other securities, cash or otherwise; except for the sale of the Shares hereunder, except for the issuance of Common Stock upon the exercise of stock options or warrants or the conversion of convertible securities outstanding on the date of this Agreement or to the extent that such stock options, warrants and convertible securities are disclosed in the Prospectus; and except for the grant to employees of stock options to purchase Common Stock which are not exercisable within such 180 days.

(n) For a period of three years from the date hereof, the Company will use all reasonable efforts to comply with the maintenance requirements applicable to securities included for quotation on the National Market of the Nasdaq Stock Market, including but not limited to, all corporate governance requirements.

(o) The Company shall, at its sole cost and expense, supply and deliver to the Underwriter and the Underwriter's counsel, within a reasonable period from the Subsequent Time of Delivery, transaction binders in such number and in such form and content as the Underwriter reasonably requests.

(p) For purposes of making a filing with NASD relating to its approval of the fairness and reasonableness of the underwriting terms and arrangements, the Company represents that:

(i) There are no claims, payments, arrangements, agreement or understandings relating to the payment of a finder's, consulting or origination fee by the Company or any person who is a shareholder of the Company prior to the date hereof with respect to the sale of Shares hereunder or any other arrangements, agreements or understandings of the Company, or to the best of the Company's knowledge, any person who is a shareholder of the Company prior to the date hereof that may affect the Underwriter's compensation as determined by NASD.

(ii) It has not made any direct or indirect payments (in cash, securities or otherwise) to:

(A) Any person, as a finder's fee, consulting fee or otherwise in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company;

(B) Any NASD member; or

(C) Any person or entity that has any direct or indirect affiliation or association with any NASD member within the twelve months prior to the date hereof;

(iii) No officer, director or any beneficial owner of the Company's unregistered securities has any direct or indirect affiliation or association with any NASD member;

(iv) No officer, director or owner of at least 5% of the Company's outstanding Common Stock is an affiliate or associated person of an NASD member who is an Underwriter; and

(v) There is no agreement, understanding, retainer or similar arrangement which would result in the Underwriter performing investment banking, financial advisory or consulting services to the Company within 90 days of the date hereof which with the Underwriter will receive compensation from the Company.

6. Fees and Expenses.

(a) The Company will pay or cause to be paid, and bear or cause to be borne, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated pursuant to Section 10 hereof, including:

(i) The printing and mailing expenses associated with the Registration Statement and any post-effective amendments thereto, any Preliminary Prospectus, the Prospectus, this Agreement, Agreement among Underwriters, the Underwriters' Questionnaire submitted to each of the Underwriters by the Representative in connection herewith, the power of attorney executed by each of the Underwriters in favor of Janney Montgomery Scott LLC in connection herewith, the Selected Dealer Agreement and related documents (collectively, the "Underwriting Documents") and the preliminary blue sky memorandum relating to the offering prepared by Shumaker Williams, P.C., counsel to the Underwriters (collectively with any supplement thereto, the "Preliminary Blue Sky Memorandum");

(ii) The fees, disbursements and expenses of the accountants and counsel for the Company incurred in the preparation of the Registration Statement and any post-effective amendments thereto (including financial statements and exhibits), Preliminary Prospectus, the Prospectus and any amendments or supplements thereto, the Underwriting Documents and the Preliminary Blue Sky Memorandum;

(iii) The delivery of copies of the foregoing documents to the Underwriters;

(iv) The fees, expenses and other costs of, or incident to, a filing made with NASD relating to its approval of the fairness and reasonableness of the underwriting terms and arrangements;

(v) The costs and expenses incident to the preparation, authentication, issuance, sale and delivery to the Underwriter of any certificates or direct registration transaction advices evidencing the Shares, including transfer agent's and registrar's fees;

(vi) The filing fees, expenses and disbursements of counsel for the Underwriters (and local counsel therefore) relating to qualifying the Shares for offer and sale under the securities or the blue sky laws of those states in which the Shares are to be offered or sold, which counsel fees shall not exceed $5,000 in the aggregate exclusive of filing fees;

(vii) Any application fees, maintenance fees, counsel expenses and other costs related to qualifying the Shares for quotation on the National Market of the Nasdaq Stock Market;

(viii) Any expenses for travel, lodging, and meals incurred by the Company and any of its officers, directors and employees in connection with any meetings with prospective investors in the Shares;

(ix) The filing fees of the SEC;

(x) The cost of printing certificates, if any, for the Shares;

(xi) All taxes, if any, on the issuance, delivery and transfer of the Shares sold by the Company; and

(xii) All other costs and expenses reasonably incident to the performance of the Company's obligations hereunder that are not otherwise specifically provided for in this Section 6(a).

(b) On the date that is the First Time of Delivery, the Company shall pay the Representative a non-accountable expense allowance in the amount of $125,000. Payment of the non-accountable expense allowance shall be made to the Representative by wire transfer of immediately available funds.

(c) The Representative will pay the legal fees and expenses of Underwriter's counsel and the general out-of-pocket expenses of the Underwriter.

7. Conditions to Underwriter's Obligations. The obligations of the Underwriters hereunder to purchase and pay for the Shares to be delivered at each Time of Delivery shall be subject, in their discretion, to the accuracy and continuing accuracy of the representations and warranties of the Company, to the performance by the Company of its covenants, agreements and obligations hereunder, and to the following additional conditions precedent:

(a) If required by the Regulations, the Prospectus shall have been filed with the SEC pursuant to Rule 424(b) of the Regulations within the applicable time period prescribed for such filing by the Regulations.

(b) On or prior to each Time of Delivery, no order of any court or any federal, state, local or foreign governmental or regulatory agency or body preventing or suspending the effectiveness of the Registration Statement (including any document incorporated by reference therein), preventing or suspending the use of any Preliminary Prospectus, or preventing or suspending the sale of any of the Shares shall have been

issued, and no proceedings for that purpose have been initiated, are pending, or threatened.

(c) The Representative shall have received a copy of an executed lock-up agreement from each of the Company's executive officers and directors and certain shareholders of Common Stock, in the form attached hereto as Exhibit
A.

(d) The Representative shall have received an opinion, dated at such Time of Delivery, of Luse Gorman Pomerenk & Schick, P.C., counsel to the Company, in form and substance satisfactory to the Representative and its counsel, to the effect that:

(i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey and has the corporate power and authority to own or lease its properties and conduct its business as described in the Preliminary Prospectus and Prospectus and to enter into this Agreement and perform its obligations hereunder. The Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which it owns or leases property, or conducts any business, except where the failure to so qualify would not have a material adverse effect on the financial position, results of operations or business of the Company.

(ii) The Company does not own, directly or indirectly, any stock or other securities of any other corporation or any ownership interest in any partnership, joint venture, limited liability company or other form of association, except for:

(A) All the issued and outstanding capital stock of Bayonne Community Bank and, through its ownership of such stock, shares of stock in the Atlantic Central Bankers Bank, Federal Home Loan Bank of New York, and Federal Reserve Bank of Philadelphia;

(B) Equity securities held in the investment portfolio of Bayonne Community Bank (the composition of which is not materially different from the disclosures in the Prospectus as of specific dates);

(D) All the issued and outstanding membership interests in BCB Equipment Leasing, LLC.

(iii) All of the issued shares of capital stock of the Company, including the Shares to be sold by the Company pursuant hereto when delivered against payment therefore as contemplated hereby, have been duly authorized and validly issued, are fully paid and non-assessable and conform to the description of the Common Stock contained in the Registration Statement, Preliminary Prospectus and Prospectus. None of the issued shares of Common Stock have been issued or are owned or held in violation of any statutory or any other preemptive rights of shareholders, and no person or entity (including any holder of outstanding shares of Common Stock) has any statutory or any other preemptive or other rights to subscribe for any of the Shares.

(iv) Except as disclosed in the Prospectus, there are no outstanding:

(A) Securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company;

(B) Warrants, rights or options to subscribe for the purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations (other than pursuant to the Company's stock option or stock compensation plans); or

(C) Obligations of the Company to issue any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

(v) The sale of the Shares at such Time of Delivery and the performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with or violate any provision of the certificate of incorporation or bylaws or comparable charter documents of the Company as amended to date or any existing law, statute, rule or regulation, or, in any material respect conflict with, or (with or without the giving of notice or the passage of time or both) result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company is a party or to which any of its properties or assets are subject, or, conflict with or violate any order, judgment or decree known to such counsel, of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets.

(vi) The Registration Statement has become effective under the Act and, to the knowledge of such counsel, no order of any court or any federal or state governmental or regulatory agency or body preventing or suspending the effectiveness of the Registration Statement (including any document incorporated by reference therein), preventing or suspending the use of any Preliminary Prospectus, or preventing or suspending the sale of any of the Shares has been issued, and no proceedings for that purpose have been initiated, are pending, or threatened.

(vii) Any and all filings required to be made with the SEC under Rule 424 and Rule 430A under the Act have been made.

(viii) The Shares have been approved for quotation on the National Market of the Nasdaq Stock Market, subject only to notice of issuance.

(ix) Other than the SEC, NASD and the Nasdaq Stock Market, no consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required for the offer, sale or issuance of the Shares or under state securities or blue sky laws in connection with the offer, sale and distribution of the Shares by the Underwriters.

(x) Other than as disclosed in or contemplated by the Registration Statement, Preliminary Prospectus and Prospectus, there is no litigation, arbitration, claim, proceeding (formal or informal) or investigation pending or, to such counsel's knowledge, threatened, in which the Company or any of its Subsidiaries is a party or of which any of their properties or assets are subject which, if determined adversely to the Company or its Subsidiaries, would individually or in the aggregate have a material adverse effect on the financial position, results of operations or businesses of the Company and the Subsidiaries taken as a whole.

(xi) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due execution by the Representative, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally or by general principles of equity and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that, with respect to this Agreement, as the rights to indemnity and contribution set forth herein may be limited by federal and state securities laws or principles of public policy.

(xii) Neither the Company nor any of its Subsidiaries is an "investment company" or a company "controlled" by an investment company as such terms are defined in Sections 3(a) and 2(a)(9), respectively, of the 1940 Act.

(xiii) The Preliminary Prospectus, Prospectus and each amendment or supplement thereto (other than the financial statements, the notes and schedules thereto and other financial data included therein, to which such counsel need express no opinion), as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the respective rules and regulations thereunder.

Such counsel also shall state that they participated in the preparation of the Preliminary Prospectus and Prospectus and in conferences with officers and other representatives of the Company, representatives of the independent registered public accounting firm for the Company, and representatives of and counsel to the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, and Prospectus and related matters were discussed and, although such counsel has not passed upon or assumed any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus or Prospectus, and although such counsel has not undertaken to verify independently the accuracy or completeness of the statements in the Preliminary Prospectus or Prospectus, no facts have come to such counsel's attention to lead them to believe that the Preliminary Prospectus or Prospectus, or any amendment or supplement thereto made prior to such Time of Delivery, on its issue date and as of such Time of Delivery, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that such counsel need express no belief

regarding the financial statements, the notes and schedules thereto and other financial data contained in the Prospectus, or any amendment or supplement thereto).

In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deems proper, on certificates of officers of the Company, public officials and letters from officials of the SEC, NASD and the Nasdaq Stock Market. Copies of such certificates of officers of the Company and other opinions shall be addressed and furnished to the Underwriters and furnished to counsel for the Underwriters.

(e) Shumaker Williams, P.C., counsel for the Underwriters, shall have furnished to the Representative such opinion or opinions, dated at such Time of Delivery, with respect to such matters as the Representative reasonably may request, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(f) The Representative shall have received from Beard Miller Company LLP, in form and substance (including, without limitation, the non-material nature of the changes or decreases, if any, referred to in clause (iii) below) satisfactory to the Representative, letters dated as of the date hereof, the date of the First Time of Delivery, and the date(s) of Subsequent Time of Delivery containing statements and information of the type ordinarily included in accountants' "comfort letters" to Underwriters with respect to the financial statements and certain financial information contained in the Preliminary Prospectus and Prospectus, provided that the letter dated as of the date of the First Time of Delivery shall use a "cut-off date" not earlier than the date hereof. In such letters, Beard Miller Company LLP shall:

(i) Confirm that they are an independent registered public accounting firm within the meaning of the Act and the Regulations, and stating that the section of the Registration Statement under the caption "Experts" is correct insofar as it relates to them;

(ii) State that, in their opinion, the consolidated financial statements, schedules and notes of the Company and the Subsidiaries audited by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations;

(iii) State that, on the basis of the specified procedures, which includes the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information, as described in SAS No. 71, Interim Financial Information (with respect to the latest available unaudited consolidated financial statements of the Company), a reading of the latest available unaudited interim consolidated financial statements of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the minutes of the meetings of the shareholders and the Board of Directors of the Company and the Audit and Compensation Committees of such Boards and inquiries to certain officers and other employees of the Company responsible for operational, financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention that

would cause them to believe that the unaudited consolidated financial statements of the Company included in the Registration Statement and related schedules, if any:

(A) Do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations;

(B) Were not fairly presented in conformity with GAAP or statutory accounting practices on a basis substantially consistent with that of the audited consolidated financial statements and related schedules included in the Registration Statement; or

(C) At a specified date not more than five business days prior to the date of such letter, there was any change in the capital stock (other than the issuance of capital stock upon the exercise of options granted under Plans disclosed in the Prospectus or otherwise outstanding and disclosed in the Prospectus), increase in long-term debt of the Company or any decrease in consolidated net current assets or shareholders equity of the Company as compared with the amounts shown in the December 31, 2004 audited balance sheets of the Company included the Registration Statement or that for the periods from December 31, 2001 to the date of the latest available unaudited financial statements of the Company and to a specified date not more than five (5) days prior to the date of the letter, there were any decreases, as compared to the corresponding periods in the prior year, in operating income or total or per share amounts of net income, except in all instances for changes, decreases or increases that the Registration Statement discloses have occurred or may occur and except for such other changes, decreases or increases which the Underwriter shall in its sole discretion accept;

All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Registration Statement for purposes of this subsection (f).

(g) Since the date of the latest audited financial statements included in the Prospectus, the Company shall not have sustained any material adverse change, or any development involving a prospective material adverse change (including, without limitation, a change in management or control of the Company), in or affecting the position (financial or otherwise), results of operations, net worth or business prospects of the Company or any of its Subsidiaries, other than as disclosed or contemplated by the Prospectus, the effect of which, in either such case, in the Representative's reasonable judgment makes it impracticable or inadvisable to proceed with the purchase, sale and delivery of the Shares.

(h) Subsequent to the date hereof, there shall not have occurred any of the following:

(i) Any suspension or limitation in trading in the Company's Common Stock by any registered national securities association, the SEC or order of any court or federal, state, local or foreign regulatory or governmental authority or body;

(ii) A moratorium on commercial banking activities declared by either federal or state authorities;

(iii) Any outbreak or escalation of hostilities involving the United States or other national or international calamity or crisis if such event specified in this clause (iii), in the Representative's reasonable judgment, makes it impracticable or inadvisable to proceed with the purchase, sale and delivery of the Shares; or

(iv) Any material adverse change in the financial markets of the United States which, in the Representative's judgment, make it inadvisable to proceed with the purchase, sale and delivery of the Shares.

(i) The Company shall have furnished to the Representative at such Time of Delivery certificates of the (i) chief executive officer or an executive vice president and (ii) the chief financial officer of the Company satisfactory to the Representative, as to the accuracy of the presentations and warranties of the Company herein at and as of such Time of Delivery with the same effect as if made at such Time of Delivery, as to the performance by the Company of all of its obligations, agreements, conditions and covenants hereunder to be performed at or prior to such Time of Delivery, and as to such other matters as the Representative reasonably may request, and the Company shall have furnished or caused to be furnished certificates of such other officers as to such matters as the Representative reasonably may request.

(j) The Underwriter shall have received at or prior to the First Time of Delivery from Underwriter's counsel a memorandum or summary, in form and substance satisfactory to the Underwriter, with respect to the qualification for offering and sale by the Underwriter of the Shares under the securities or blue sky laws of such jurisdictions designated by the Underwriter pursuant to Section 5(i) hereof.

(k) At the First Time of Delivery and at any Subsequent Time of Delivery:

(i) The Registration Statement and any post-effective amendment thereto and the Prospectus and any amendments or supplements thereto shall contain all statements that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement nor any post-effective amendment thereto nor the Prospectus and any amendments or supplements thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ii) Since the respective dates as of which information is given in the Registration Statement and any post-effective amendment thereto and the Prospectus and any amendments or supplements thereto, except as otherwise stated therein, there shall have been no material adverse change in the financial position, results of operations and businesses of the Company and the Subsidiaries taken as a whole from that set forth therein, whether or not arising in the ordinary course of business;

(iii) Since the respective dates as of which information is given in the Registration Statement and the Prospectus or any amendment or supplement thereto, there has been no event or transaction, contract or agreement entered into by the

Company or the Subsidiaries other than in the ordinary course of business and as set forth in the Registration Statement or Prospectus, that has not been, but would be required to be, set forth in the Registration Statement or Prospectus;

(iv) Since the respective dates as of which information is given in the Registration Statement and any post-effective amendment thereto and the Prospectus and any amendments or supplements thereto, there has been no material adverse change, loss, reduction, termination or non-renewal of any contract to which the Company or the Subsidiaries is a party, that has not been, but would be required to be set forth in the Registration Statement or Prospectus; and

(v) No action, suit or proceeding at law or in equity is pending or threatened against the Company or the Subsidiaries that would be required to be set forth in the Prospectus, other than as set forth therein, and no proceedings are pending or threatened against or directly affecting the Company or its Subsidiaries before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would have a material adverse effect on the financial position, results of operations or businesses of the Company and its Subsidiaries taken as a whole.

(l) The issuance and sale of the Shares shall be legally permitted under applicable blue sky or state securities laws so long as such sales are made in accordance with the Blue Sky Memorandum.

(m) At the First Time of Delivery and at any Subsequent Time of Delivery, the Representative shall have been furnished such additional documents, information and certificates relating to the Company and the Subsidiaries or the transactions contemplated by this Agreement as it shall have reasonably requested.

All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Underwriter and the Underwriter's counsel. The Company shall furnish the Underwriter with such conformed copies of such opinions, certificates, letters and other documents as it shall reasonably request. If any condition to the Underwriter's obligations hereunder to be fulfilled prior to or at the Time of Delivery or Subsequent Time of Delivery, as the case may be, is not fulfilled, the Underwriter may terminate this Agreement with respect to the Time of Delivery or any Subsequent Time of Delivery, as applicable, or, if it so elects, waive any such conditions which have not been fulfilled or extend the time for their fulfillment. Any such termination shall be without liability of the Underwriter to the Company.

8. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) Any untrue statement or alleged untrue statement made by the Company in Section 1 of this Agreement;

(ii) Any untrue statement or alleged untrue statement of any material fact contained in:

(A) Any Registration Statement, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto; or

(B) Any application or other document, or amendment or supplement thereto, executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with SEC, NASD or the Nasdaq Stock Market (each an "Application"); or

(iii) The omission of or alleged omission to state in any Registration Statement, Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Application of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, Preliminary Prospectus, the Prospectus or any amendment or supplement thereto or any Application in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein (which information is solely as set forth in Section 1(c) hereof). The Company will not, without the prior written consent of the Representative, which shall not be unreasonably withheld, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding (or related cause of action or portion thereof) in respect of which indemnification may be sought hereunder (whether or not any Underwriter is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Underwriter from all liability arising out of such claim, action, suit or proceeding (or related cause of action or portion thereof).

(b) The Company agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls the Underwriters within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively the "Underwriting Entities") against any and all losses, claims, damages or liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by the failure of any Underwriter to pay for and accept delivery of the Shares which, immediately following the date of this Agreement, were subject to a properly confirmed agreement to purchase; provided that the Company shall not be responsible under this subsection for any losses, claims, damages or liabilities (or expenses relating thereto) that

are finally judicially determined to have resulted from the bad faith or gross negligence of the Underwriter Entities.

(c) Each Underwriter, severally but not jointly, agrees to indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Application or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action.

(d) Promptly after receipt by an indemnified party under subsection
(a), (b) or (c) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under such subsection
(a), (b) or (c). In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party); provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal defenses available to it or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and such indemnified party shall have the right to select separate counsel to defend such action on behalf of such indemnified party. After such notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. Nothing in this
Section 8(d) shall preclude an indemnified party from participating at its own expense in the defense of any such action so assumed by the indemnifying party.

(e) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

(f) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and employee of the Underwriting Entities and the obligations of the Underwriters under this
Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and

shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act or the Exchange Act.

9. Default of Underwriters.

(a) If any Underwriter defaults in its obligation to purchase Shares at a Time of Delivery, the Representative may in its discretion arrange for the Underwriters or another party or other parties to purchase such Shares on the terms contained herein within thirty-six (36) hours after such default by any Underwriter. In the event that, within the respective prescribed period, the Representative notifies the Company that they have so arranged for the purchase of such Shares, the Representative shall have the right to postpone a Time of Delivery for a period of not more than seven (7) days in order to effect whatever changes may thereby be made necessary in the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Prospectus that in the Representative's opinion may thereby be made necessary. The cost of preparing, printing and filing any such amendments shall be paid for by the Underwriters. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative as provided in subsection (a) above, if any, the aggregate number of such Shares which remains not purchased does not exceed one-eleventh (1/11) of the aggregate number of Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

10. Termination.

(a) This Agreement may be terminated in the sole discretion of the Representative by notice to the Company given prior to the First Time of Delivery or any Subsequent Time of Delivery, respectively, in the event that:

(i) Any condition to the obligations of the Underwriters set forth in Section 7 hereof has not been satisfied; or

(ii) The Company shall have failed, refused or been unable to deliver the Firm Shares or the Company shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior to such Time of Delivery, in either case other than by reason of a default by any of the Underwriters. If this Agreement is terminated pursuant to this Section 10(a), the Company will reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including counsel fees and disbursements) that shall have been incurred by them in connection with the proposed purchase and sale of

the Shares. Any termination pursuant to this Section 10(a) shall be without liability on the part of any Underwriter to the Company or on the part of the Company to any Underwriter, except for expenses to be paid by the Company pursuant to Section 6 hereof or reimbursed by the Company pursuant to this
Section 10(a) and except as to indemnification and contribution to the extent provided in Section 8 hereof.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters as provided in Section
9(a), the aggregate number of such Shares which remains not purchased exceeds one-eleventh (1/11) of the aggregate number of Shares to be purchased at such Time of Delivery, then this Agreement (or, with respect to a Subsequent Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Option Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. Survival. The respective indemnities, agreements, representations, warranties and other statements of the Company, its officers and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person referred to in
Section 8(f) or the Company, or any officer or director or controlling person of the Company referred to in Section 8(f), and shall survive delivery of and payment for the Shares. The respective agreements, covenants, indemnities and other statements set forth in Sections 6 and 8 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.

12. Notices. All communications hereunder shall be in writing and, if sent to any of the Underwriters, shall be sufficient in all respects if mailed, delivered or telecopied and confirmed in writing to Janney Montgomery Scott LLC, 1801 Market Street, Philadelphia, Pennsylvania 19103 (Fax No. (215) 665-6197), Attention: Jay Junior, Principal (with a copy to Shumaker Williams, P.C., 3425 Simpson Ferry Road, Camp Hill, PA 17011 (Fax No. (717) 763-7419) Attention:
Nicholas Bybel, Jr., Esquire); if to the Company shall be sufficient in all respects if mailed, delivered or telecopied and confirmed in writing to BCB Bancorp., Inc., 104-110 Avenue C, Bayonne, NJ 07002 (Fax No. (201) 339-0403) Attention: Donald Mindiak, President and Chief Executive Officer (with a copy to Luse Gorman Pomerenk & Schick, P.C., 5335 Wisconsin Ave., NW, Suite 400, Washington, DC 20015-2035 (Fax No. (202) 362-2902), Attention: Alan Schick, Esquire).

13. Binding Effect. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 8 and 11 hereof, the officers, directors and employees and controlling persons referred to therein and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No

purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

14. Governing Law and Construction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and performed entirely within the Commonwealth and without giving effect to any provisions regarding conflict of laws. All references herein to the knowledge of the Company shall be deemed to include the knowledge of each of the Subsidiaries.

15. Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, including by facsimile or electronic signatures, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

16. Date of Subsequent Time of Delivery. If a Subsequent Time of Delivery which occurs 30 days from the date hereof is a Saturday, Sunday or a day on which the Nasdaq Stock Market is closed, such Subsequent Time of Delivery shall be the next succeeding Business Day (as hereinafter defined).

17. Definition of Business Day. For purposes of this Agreement, "business day" means any day on which the Nasdaq Stock Market is open for trading.

[Signatures Appear on the Following Page]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us one of the counterparts hereof, and upon the acceptance hereof by the Representative, on behalf of each of the Underwriters, this letter will constitute a binding agreement among the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in the Agreement among Underwriters, a copy of which shall be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,

BCB BANCORP, INC.

By: ___________________________________________
Name: Donald Mindiak
Title: President and Chief Executive Officer

The foregoing Agreement is hereby
confirmed and accepted as of the
date first written above.

JANNEY MONTGOMERY SCOTT LLC

By: ___________________________________
Name:
Title:

On behalf of each of the
Underwriters

SCHEDULE I

                              Total Number of       Maximum Number of
                             Firm Shares to be  Shares to be Purchased if
        Underwriter              Purchased          Option Exercised
---------------------------  -----------------  -------------------------
Janney Montgomery Scott LLC

              Total                800,000               120,000
                                   =======               =======

EXHIBIT A

FORM OF LOCK-UP AGREEMENT

BCB BANCORP, INC.

LOCK-UP AGREEMENT

September _____, 2005

JANNEY MONTGOMERY SCOTT LLC
As Representative (the "Representative") of the Several Underwriters Named in Schedule I Hereto c/o Janney Montgomery Scott LLC
1801 Market Street
Philadelphia, Pennsylvania 19103

Ladies and Gentlemen:

The undersigned understands that you, as Representative of the several underwriters (the "Underwriters"), propose to enter into an underwriting agreement (the "Underwriting Agreement") with BCB Bancorp, Inc. (the "Company") providing for the public offering (the "Public Offering") by the Underwriters, including yourself, of common stock of the Company (the "Common Stock").

In consideration of the Underwriters' Agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for a period of 180 days after the First Time of Delivery, as such term is defined in the Underwriting Agreement (the "Lock-Up Period"), not to sell, offer to sell, solicit an offer to buy, contract to sell, encumber, distribute, pledge, grant any option for the sale of, or otherwise transfer or dispose of, directly or indirectly, in one or a series of transactions (collectively, a "Disposition"), any shares of Common Stock or any securities convertible or exercisable into or exchangeable for shares of Common Stock (collectively, "Securities"), now owned or hereafter acquired by the undersigned or with respect to which the undersigned has acquired or hereafter acquires the power of disposition, without the prior written consent of the Representative. Prior to the expiration of the Lock-Up Period, the undersigned agrees that it will not announce or disclose any intention to do anything after the expiration of such period which the undersigned is prohibited, as provided in the preceding sentence, from doing during the Lock-Up Period.

The undersigned acknowledges and agrees that the restrictions above are expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Securities (or

A-1

the economic equivalent thereof) during the Lock-Up Period even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities.

The undersigned hereby also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by the undersigned except in compliance with the Lock-Up Agreement.

It is understood that, if the Underwriting Agreement is not executed, or if the Underwriting Agreement shall terminate or be terminated prior to payment for and delivery of the Common Stock the subject thereof, this Lock-Up Agreement shall automatically terminate and be of no further force or effect.

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey (without giving effect to its conflict of laws provisions).

Very truly yours,

Name:

A-2

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION
OF
BCB BANCORP, INC.

THIS IS TO CERTIFY THAT, there is hereby organized a corporation under and by virtue of N.J.S. 14A:1-1 et seq., the "New Jersey Business Corporation Act."

ARTICLE I
CORPORATE NAME

The name of the Corporation shall be BCB Bancorp, Inc.

ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT

The address of the Corporation's registered office is:

BCB Bancorp, Inc.
860 Broadway
Bayonne, New Jersey 07002

The name of the registered agent at that address is:

Donald Mindiak
President and Chief Executive Officer

ARTICLE III
INITIAL BOARD OF DIRECTORS AND NUMBER OF DIRECTORS

The number of directors shall be governed by the By-laws of the Corporation. The number of directors constituting the initial Board of Directors shall be eighteen (18). The names and addresses of the initial Board of Directors are as follows:

        Name                                    Address
---------------------       ------------------------------------------------
Robert Ballance             76 West 8th Street, Bayonne, New Jersey 07002
Judith Q. Bielan            21 Trask Avenue, Bayonne, New Jersey 07002
Joseph Brogan               300 3rd Avenue, Belmar, New Jersey 07719
James E. Collins            61 West 3rd Street, Bayonne, New Jersey 07002
Thomas Coughlin             27 Willow Way, Berkley Heights, New Jersey 07922
Donald Cymbor               86 West 14th Street, Bayonne, New Jersey 07002
Robert G. Doria             30 West 13th Street, Bayonne, New Jersey 07002
Phyllis Garelick            31 Parkview Terrace, Bayonne, New Jersey 07002
Mark Hogan                  4 Harvest Lane, Tinton Falls, New Jersey 07725
John Hughes                 870 Avenue C., Bayonne, New Jersey 07002
Joseph Lyga                 78 West 14th Street, Bayonne, New Jersey 07002
H. Mickey McCabe            14 East 41st Street, Bayonne, New Jersey 07002
Dr. Gary Maita              208 Avenue A., Bayonne, New Jersey 07002
Donald Mindiak              209 Martool Drive, Woodbridge, New Jersey 07095
Alexander Pasiechnik        22 East 18th Street, Bayonne, New Jersey 07002
Dr. August Pellegrini       942 Avenue C., Bayonne, New Jersey 07002
Kenneth Poesl               18 Wesley Court, Bayonne, New Jersey 07002
Joseph Tagliareni           14 West 13th Street, Bayonne, New Jersey 07002

ARTICLE IV
CORPORATE PURPOSE

The purpose for which the Corporation is organized is to engage in any activities for which corporations may be organized under the New Jersey Business Corporation Act.

ARTICLE V
CAPITAL STOCK

The Corporation is authorized to issue 10,000,000 shares of common stock, without par value.

ARTICLE VI
LIMITATION OF LIABILITY

Subject to the following, a director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. The preceding sentence shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (i) in breach of such person's duty of loyalty to the Corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer or both of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as so amended. Any amendment to this Certificate of Incorporation, or change in law which authorizes this paragraph shall not adversely affect any then existing right or protection of a director or officer of the Corporation.

ARTICLE VII
INDEMNIFICATION

The Corporation shall indemnify its officers, directors, employees and agents and former officers, directors, employees and agents, and any other persons serving at the request of the Corporation as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director, employee, agent or other person is party, or is threatened to be made a party, to the full extent permitted by the New Jersey Business Corporation Act. The indemnification provided herein (i) shall not be deemed exclusive of any other right to which any person seeking indemnification may be entitled under any by-law, agreement, or vote of shareholders of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity, and (ii) shall insure to the benefit of the heirs, executors, and the administrators of any such person. The Corporation shall have the power, but shall not be obligated, to purchase and maintain insurance on behalf of any person or persons enumerated above against any liability asserted against or incurred by them or any of them arising out of their status as corporate directors, officers, employees, or agents whether or not the Corporation would have the power to indemnify them against such liability under the provisions of this article.

The Corporation shall, from time to time, reimburse or advance to any person referred to in this article the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action, suit or proceeding referred to in this article, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that the director's or officer's acts or omissions (i) constitute a breach of the

director's or officer's duty of loyalty to the corporation or its shareholders,
(ii) were not in good faith, (iii) involved a knowing violation of law, (iv) resulted in the director or officer receiving an improper personal benefit, or
(v) were otherwise of such a character that New Jersey law would require that such amount(s) be repaid.

ARTICLE VIII
NAME AND ADDRESS OF INCORPORATOR

The name and address of the incorporator is:

Alan Schick, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 400
Washington, DC 20015

IN WITNESS WHEREOF, I, the incorporator of the above named Corporation, being over eighteen years of age, have signed this Certificate of Incorporation on the 3rd day of January, 2003.

/s/ Alan Schick
-----------------------
Alan Schick, Esq.

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
BCB BANCORP, INC.

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3) of the New Jersey Business Corporations Act, the undersigned corporation executes this Certificate of Amendment to the Certificate of Incorporation.

1. The name of the corporation is BCB Bancorp, Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 28th day of April 2005.

Resolved, that the corporation's Certificate of Incorporation be amended to include the following new Article IX:

ARTICLE IX
STAGGERED BOARD OF DIRECTORS

The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the whole board. The directors shall be divided into three classes, with the term of office of the first class to expire at the next annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election."

3. The number of shares outstanding at the time of adoption of the amendment was 2,993,538.

4. The total number of shares entitled to vote thereon was 2,993,538.

5. The number of shares voting for and against such amendment is as follows:

Number of Shares Voting FOR the Amendment: 1,690,806.

Number of Shares Voting AGAINST the Amendment: 276,817.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment to the Certificate of Incorporation on this 28th day of April, 2005

BCB BANCORP, INC.

By: /s/ Donald Mindiak
    ---------------------------------------
    Donald Mindiak
    President and Chief Executive Officer

EXHIBIT 5

LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 400
WASHINGTON, D.C. 20015 TELEPHONE (200) 274-2000
FACSIMILE (200) 362-2902
www. luselaw.com

WRITER'S DIRECT DIAL NUMBER WRITER'S E-MAIL
(202) 274-2000

September 8, 2005

The Board of Directors
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002

RE: BCB BANCORP, INC.
COMMON STOCK, NO PAR VALUE PER SHARE

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the offer and sale (the "Offering") of the shares of common stock, no par value per share ("Common Stock") of BCB Bancorp, Inc. (the "Company"). We have reviewed the Company's Certificate of Incorporation, Registration Statement on Form S-1 (the "Form S-1"), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock.

We are of the opinion that the Common Stock is duly authorized and, upon the declaration of effectiveness of the Form S-1, the Common Stock, when sold, will be legally issued, fully paid and non-assessable.

We hereby consent to our firm being referenced under the caption "Legal Matters" and to the filing of this opinion as an exhibit to the Form S-1.

Very truly yours,

/s/ ALAN SCHICK AS PRINCIPAL OF
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION

Exhibit 10.3

2005 DIRECTOR DEFERRED
COMPENSATION PLAN

BAYONNE COMMUNITY BANK
BAYONNE, NEW JERSEY

OCTOBER 1, 2005

2005 DIRECTOR DEFERRED
COMPENSATION PLAN

This 2005 Director Deferred Compensation Plan (the "Plan"), effective as of the 1st day of October, 2005, formalizes the understanding by and between BAYONNE COMMUNITY BANK (the "Bank"), a commercial bank with its principal business address in the State of New Jersey, and certain eligible Directors, hereinafter referred to as "Director," who shall be approved by the Bank to participate and who shall elect to become a party to this Director Deferred Compensation Plan by execution of a Director Deferred Compensation Joinder Agreement ("Joinder Agreement") in a form provided by the Bank. BCB BANCORP, INC. (the "Company") is a party to this Plan for the sole purpose of guaranteeing the Bank's performance hereunder.

W I T N E S S E T H:

WHEREAS, the Directors serve the Bank as members of the Board; and

WHEREAS, the Bank recognizes the valuable services heretofore performed for it by such Directors and wishes to encourage continued service of each; and

WHEREAS, the Bank values the efforts, abilities and accomplishments of such Directors and recognizes that the Directors' services substantially contribute to its continued growth and profits in the future; and

WHEREAS, the Directors wish to defer a portion of their fees to be earned in the future; and

WHEREAS, the Bank desires to adopt this Plan in order to set forth the terms and conditions upon which the Bank shall pay such deferred compensation to the Directors or their designated beneficiaries; and

WHEREAS, the Bank intends this Plan to be considered an unfunded arrangement, maintained primarily to provide retirement income for such Directors, for tax purposes and, to the extent that any Director participating herein is also an employee of the Bank or the Company, for purposes of the Employee Retirement Income Security Act of 1974, as amended; and

WHEREAS, this Plan is intended to comply with Internal Revenue Code
Section 409A and any regulatory or other guidance issued under such Section. At the effective date of the Plan additional guidance was being promulgated by the Department of Treasury. Any terms of this Plan that conflict with such future guidance shall be null and void as of the effective date of the Plan. After such guidance is issued, the intent is to amend the Plan, if necessary, to delete any conflicting provisions and to add such other provisions as are required to fully comply with Section 409A and any other legislative or regulatory requirement applicable to the Plan; and

WHEREAS, the Bank has adopted this Director Deferred Compensation Plan which controls all issues relating to the Deferred Compensation Benefits as described herein;

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree to the following terms and conditions:

SECTION I DEFINITIONS

When used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:

1.1 "Administrator" means the Bank and/or its Board.

1.2 "Bank" means Bayonne Community Bank and any successor thereto or the Board.

1.3 "Beneficiary" means the person or persons (and their heirs) designated as Beneficiary in the Director's Joinder Agreement to whom the deceased Director's benefits are payable. If no Beneficiary is so designated, then the Director's Spouse, if living, will be deemed the Beneficiary. If the Director's Spouse is not living, then the Children of the Director will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no Children, then the Estate of the Director will be deemed the Beneficiary.

1.4 "Benefit Age" shall be the birthday on which the Director becomes eligible to receive benefits under the Plan. Such birthday shall be designated in the Director's Joinder Agreement.

1.5 "Benefit Eligibility Date" shall be the date on which a Director is entitled to receive his Deferred Compensation Benefit. It shall be the first day of the month following the month in which the Director either attains the Benefit Age designated in his Joinder Agreement or terminates service with the Bank other than due to death or disability. For Directors who are also Specified Employees, as that term is defined under Section 1.23, the "Benefit Eligibility Date" shall be the first date of the seventh (7th) month following the month in which the Director either attains the Benefit Age designated in his Joinder Agreement or terminates service with the Bank other than due to death or disability.

1.6 "Board" shall mean the Board of Directors of the Bank unless specifically noted otherwise.

1.7 A "Change in Control" shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulations.

1.8 "Children" means the Director's children, both natural and adopted, determined at the time payments are due the Children under this Plan.

1.9 "Code" means the Internal Revenue Code of 1986, as amended.

1.10 "Deferral Period" means the period of months over which the Director chooses to defer current Board fees and/or retainer. The Deferral Period shall commence on the date designated in the Director's Joinder Agreement.

1.11 "Deferred Compensation Benefit" means the benefit payable from the Director's Elective Contribution Account, commencing on his Benefit Eligibility Date and payable over the Payout Period.

1.12 "Disability Benefit" means the benefit payable to the Director following a determination, in accordance with Subsection 5.2.

1.13 "Effective Date" of this Plan is October 1, 2005.

1.14 "Elective Contribution" shall refer to any bookkeeping entry required to record a Director's pre-tax deferral of Board fees and/or retainer which shall be made in accordance with the Director's Joinder Agreement.

1.15 "Elective Contribution Account" shall be represented by the bookkeeping entries required to record a Director's Elective Contributions plus accrued interest earned on such amounts. Interest shall accrue on the deferred amounts from the time of the deferral through the time the amounts are paid out. The amount of such interest shall be determined based on the Interest Factor defined below.

1.16 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.17 "Estate" means the estate of the Director.

1.18 "Financial Hardship" means an unforeseeable emergency resulting from an illness or accident of the Director, the spouse of the Director or of a dependent of the Director (as defined in Internal Revenue Code Section 152(a)), loss of the Director's property due to casualty, or other similar extraordinary and unforeseeable circumstances which arise as a result of an events beyond the control of the Director. The circumstances that shall constitute an unforeseeable emergency will depend upon the facts of each case. Examples of what are not considered to be unforeseeable emergencies include the need to send the Director's child to college or the decision to purchase a home.

1.19 "Financial Hardship Benefit" means a withdrawal or withdrawals of an amount or amounts attributable to a Financial Hardship and limited to the amount or amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

1.20 "Interest Factor" means annual compounding or discounting, as applicable, at a rate equal to the rate payable on the Bank's highest paying time deposit as determined on the first day of each calendar month or as may be adjusted by the Board of Directors from time to time.

1.21 "Payout Period" means the period over which certain benefits payable hereunder shall be distributed, as elected by the Director in his Joinder Agreement, provided, however, that such period shall not exceed ten (10) years.

1.22 "Plan Year" shall mean the calendar year.

1.23 "Specified Employee" shall mean a Director who also meets the definition of key employee as defined under Internal Revenue Code Section 416(1) because he: (i) is a key officer of the Bank

earning at least $150,000 per year; (ii) is a 5% owner of the Bank; or (iii) is a 1% owner of the Bank and has compensation of at least $130,000 per year.

1.24 "Spouse" means the individual to whom the Director is legally married at the time of the Director's death, provided, however, that the term "Spouse" shall not refer to an individual to whom the Director is legally married at the time of death if the Director and such individual have entered into a formal separation agreement (provided that such separation agreement does not provide otherwise or state that such individual is entitled to a portion of the benefit hereunder) or initiated divorce proceedings.

1.25 "Treasury Regulations" means the regulations issued by the Treasury Department and/or other guidance issued by the Treasury Department or Internal Revenue Service under Code Section 409A.

1.26 "Valuation Date" means the last day of each calendar month.

SECTION II ESTABLISHMENT OF RABBI TRUST

The Bank may establish a rabbi trust into which the Bank may contribute assets which shall be held therein, pursuant to the agreement which establishes such rabbi trust. The contributed assets shall be subject to the claims of the Bank's creditors in the event of the Bank's "Insolvency" as defined in the agreement which establishes such rabbi trust, until the contributed assets are paid to the Director and his Beneficiary(ies) in such manner and at such times as specified in this Plan. It is the intention of the Bank to make a contribution or contributions to the rabbi trust to provide the Bank with a source of funds to assist it in meeting the liabilities of this Plan. The rabbi trust and any assets held therein shall conform to the terms of the rabbi trust agreement which has been established in conjunction with this Plan. Any contribution(s) to the rabbi trust shall be made in accordance with the rabbi trust agreement. The amount and timing of such contribution(s) shall be specified in the agreement which establishes such rabbi trust.

SECTION III DEFERRED FEES

Commencing on the Effective Date and continuing through the end of the Deferral Period, the Director and the Bank agree that the Director may defer into his Elective Contribution Account up to one hundred percent (100%) of the monthly Board and Committee fees and/or retainer which the Director would otherwise be entitled to receive from the Bank, the Company and any other affiliated corporations. The specific amount of the Director's monthly deferred compensation shall be designated in the Director's Joinder Agreement and shall apply only to compensation attributable to services not yet performed. Within thirty (30) days of the date that the Director is first eligible to participate in this Plan, the Director may elect to defer amounts to be earned for the remainder of that calendar year. All other deferral elections must be made by December 31 of the year prior to the year in which the amount deferred is earned.

SECTION IV ADJUSTMENT OF DEFERRAL AMOUNT

Deferral of the specific amount of fees and/or retainer designated in the Director's Joinder Agreement shall continue in effect pursuant to the terms of this Plan unless and until the Director amends his Joinder Agreement by filing with the Administrator a Notice of Adjustment of Deferral Amount (Exhibit B of the Joinder Agreement). If the Bank, the Company or any affiliated corporation increases the amount of fees and/or retainer earned by the Director, the Director can include such additional amounts in his monthly deferral, provided approval from the Board is obtained, by filing a Notice of Adjustment of Deferral Amount. A Notice of Adjustment of Deferral Amount shall be effective if filed with the Administrator at least fifteen (15) days prior to any January 1st during the Director's Deferral Period. Such Notice of Adjustment of Deferral Amount shall be effective commencing with the January 1st following its filing and shall be applicable only to compensation attributable to services not yet performed.

SECTION V BENEFITS GENERALLY

5.1 Retirement Benefit. The Bank agrees to pay the Director the Deferred Compensation Benefit commencing on the Director's Benefit Eligibility Date. Such payments will be made over the term of the Payout Period. In the event of the Director's death after commencement of the Deferred Compensation Benefit, but prior to completion of all such payments due and owing hereunder, the Bank shall pay to the Director's Beneficiary a continuation of the Deferred Compensation Benefit for the number of years remaining in the Payout Period.

5.2 Disability Benefit. If requested by the Director and approved by the Board, the Director shall be entitled to receive the Disability Benefit hereunder, in any case in which the Director: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under and accident and health plan covering employees of the Participant's employer. If Board approval is obtained, the Disability Benefit shall begin within thirty (30) days of Board approval. The amount of the Disability Benefit shall be the value of the Director's Elective Contribution Account, payable in accordance with the Director's Joinder Agreement. In the event the Director dies while receiving Disability Benefit payments pursuant to this Subsection, his Beneficiary shall be entitled to receive the remaining payments over the remaining Payout Period.

5.3 Voluntary or Involuntary Termination. If the Director's service with the Bank is voluntarily or involuntarily terminated prior to the Benefit Age designated in his Joinder Agreement, for any reason including Change in Control but excluding death or disability, the Director shall be entitled to the value of his Elective Contribution Account commencing within thirty (30) days of such termination or in the case of a Specified Employee, on the first day of the seventh (7th) month following such termination, and payable over the Payout Period elected in the Joinder Agreement. Notwithstanding anything herein to the contrary, the Administrator may determine to pay the balance

of the Director's Elective Contribution Account to the Director in a lump sum within sixty (60) days of his voluntary or involuntary termination.

5.4 Financial Hardship Benefit. In the event the Director incurs a Financial Hardship, the Director may request a Financial Hardship Benefit. Such request shall be either approved or rejected by the Bank in the exercise of its sole discretion. The Director will be required to demonstrate to the satisfaction of the Bank that a Financial Hardship has occurred and that the Director is otherwise entitled to a Financial Hardship Benefit in accordance with Sections 1.18 and 1.19. If a Financial Hardship Benefit is approved, it shall be paid in a lump sum within thirty (30) days of the event which triggers payment and only to the extent of the Director's account balances when paid. Any Deferred Compensation Benefit or Disability Benefit shall be actuarially adjusted to reflect such distribution.

5.5 Determination of Annual Installments. Benefits payable in annual installments hereunder shall be determined as follows: If a five (5) year Payout Period is elected, the first annual installment shall equal one-fifth of the Director's Elective Contribution Account. The second annual installment shall equal one-fourth of the Director's Elective Contribution Account, as increased during the year by the Interest Factor. The third annual installment shall equal one-third of the Director's Elective Contribution Account, the fourth annual installment shall equal one-half of the Director's Elective Contribution Account and the final installment shall equal the balance of the Director's Elective Contribution Account. Each succeeding installment shall be paid on the anniversary date of the immediate preceding installment and shall be calculated as of the last Valuation Date immediately preceding payment of such installment. Each year during the Payout Period, the Director's Elective Contribution Account shall earn interest at the rate established by the Interest Factor.

SECTION VI DEATH BENEFITS

Death Benefit Prior to Commencement of Deferred Compensation Benefit or Disability Benefit. In the event of the Director's death prior to commencement of the Deferred Compensation Benefit or Disability Benefit, the Bank shall pay the balance of the Director's Elective Contribution Account to the Director's Beneficiary, commencing within thirty (30) days of the Director's death and payable over the Payout Period.

SECTION VII BENEFICIARY DESIGNATION

The Director shall make an initial designation of primary and secondary Beneficiaries upon execution of his Joinder Agreement and shall have the right to change such designation, at any subsequent time, by submitting to the Administrator in substantially the form attached as Exhibit A to the Joinder Agreement, a written designation of primary and secondary Beneficiaries. Any Beneficiary designation made subsequent to execution of the Joinder Agreement shall become effective only when receipt thereof is acknowledged in writing by the Administrator.

SECTION VIII DIRECTOR'S RIGHT TO ASSETS:

ALIENABILITY AND ASSIGNMENT PROHIBITION

At no time shall the Director be deemed to have any lien, right, title or interest in or to any specific investment or to any assets of the Bank. The rights of the Director, any Beneficiary, or any other person claiming through the Director under this Plan, shall be solely those of an unsecured general creditor of the Bank. The Director, the Beneficiary, or any other person claiming through the Director, shall only have the right to receive from the Bank those payments so specified under this Plan. Neither the Director nor any Beneficiary under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Director or his Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.

SECTION IX ERISA PROVISIONS

9.1 Named Fiduciary. The Administrator shall be the Named Fiduciary of this Plan. The Administrator shall be responsible for the management, control and administration of the Plan as established herein. The Administrator may delegate to others certain aspects of the management and operational responsibilities of the Plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.

9.2 Claims Procedure and Arbitration. In the event that benefits under this Plan are not paid to the Director (or to his Beneficiary in the case of the Director's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Administrator within sixty
(60) days from the date payments are refused. The Administrator shall review the written claim and, if the claim is denied, in whole or in part, shall provide in writing, within thirty (30) days of receipt of such claim, its specific reasons for such denial, reference to the provisions of this Plan or the Joinder Agreement upon which the denial is based, and any additional material or information necessary to perfect the claim. Such writing by the Administrator shall further indicate the additional steps which must be undertaken by claimants if an additional review of the claim denial is desired.

If claimants desire a second review, they shall notify the Administrator in writing within thirty (30) days of the first claim denial. Claimants may review this Plan, the Joinder Agreement or any documents relating thereto and submit any issues and comments, in writing, they may feel appropriate. In its sole discretion, the Administrator shall then review the second claim and provide a written decision within thirty (30) days of receipt of such claim. This decision shall state the specific reasons for the decision and shall include reference to specific provisions of this Plan or the Joinder Agreement upon which the decision is based.

If claimants continue to dispute the benefit denial based upon completed performance of this Plan and the Joinder Agreement or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to mediation, administered by the American Arbitration

Association ("AAA") (or a mediator selected by the parties) in accordance with the AAA's Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

SECTION X MISCELLANEOUS

10.1 No Effect on Directorship Rights. Nothing contained herein will confer upon the Director the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Director without regard to the existence of the Plan.

10.2 State Law. The Plan is established under, and will be construed according to, the laws of the State of New Jersey, to the extent such laws are not preempted by ERISA and valid regulations published thereunder.

10.3 Severability. In the event that any of the provisions of this Plan or portion thereof, are held to be inoperative or invalid by any court of competent jurisdiction, then: (1) insofar as is reasonable, effect will be given to the intent manifested in the provisions held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected thereby.

10.4 Incapacity of Recipient. In the event the Director is declared incompetent and a conservator or other person legally charged with the care of his person or Estate is appointed, any benefits under the Plan to which such Director is entitled shall be paid to such conservator or other person legally charged with the care of his person or Estate.

10.5 Unclaimed Benefit. The Director shall keep the Bank informed of his current address and the current address of his Beneficiaries. If the location of the Director is not made known to the Bank within three years after the date upon which any payment of any benefits may first be made, the Bank shall delay payment of the Director's benefit payment(s) until the location of the Director is made known to the Bank; however, the Bank shall only be obligated to hold such benefit payment(s) for the Director until the expiration of three (3) years. Upon expiration of the three (3)-year period, the Bank may discharge its obligation by payment to the Director's Beneficiary. If the location of the Director's Beneficiary is not made known to the Bank by the end of an additional two (2)-month period following expiration of the three (3)-year period, the Bank may discharge its obligation by payment to the Director's Estate. If there is no Estate in existence at such time or if such fact cannot be determined by the Bank, the Director and his Beneficiary(ies) shall thereupon forfeit any rights to the balance, if any, of any benefits provided for such Director and/or Beneficiary under this Plan.

10.6 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, no individual acting as an employee or agent of the Bank, or as a member of the Board shall be personally liable to the Director or any other person for any claim, loss, liability or expense incurred in connection with this Plan.

10.7 Gender. Whenever in this Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

10.8 Effect on Other Corporate Benefit Plans. Nothing contained in this Plan shall affect the right of the Director to participate in or be covered by any qualified or non-qualified pension, profit sharing, group, bonus or other supplemental compensation or fringe benefit agreement constituting a part of the Bank's existing or future compensation structure.

10.9 Inurement. This Plan shall be binding upon and shall inure to the benefit of the Bank, its successors and assigns, and the Director, his successors, heirs, executors, administrators, and Beneficiaries.

10.10 Source of Payments. All payments provided in this Plan shall be timely paid in cash or check from the general funds of the Bank or the assets of the rabbi trust. The Company guarantees payment and provision of all amounts and benefits due to the Directors and, if such amounts and benefits are not timely paid or provided by the Bank or a rabbi trust, such amounts and benefits shall be paid or provided by the Company.

10.11 Change of Election to Delay Payment. In the event that a Director desires to modify his Benefit Eligibility Date or Payout Period with respect to future Elective Contributions, the Director may file an election to delay the payment date or, if the Director has elected a lump sum payout, to change the form of payment from a lump sum to a period of years (not to exceed 10 years). Subject to the requirements of Code Section 409A and Treasury Regulations issued thereunder, the new election must be filed at least 12 months prior to it becoming effective. If the Director becomes entitled to payment during such 12 month period, the new election form shall be ignored and reference shall be made to the prior filed election in determining the timing of the benefit payment. In addition, subject to the requirements of Code Section 409A and the Treasury Regulations, the new election shall defer the first payment with respect to such election for a period of not less than 5 years from the date such payment would otherwise have been made.

10.12 Headings. Headings and sub-headings in this Plan are inserted for reference and convenience only and shall not be deemed a part of this Plan.

SECTION XI AMENDMENT/REVOCATION

This Plan shall not be amended, modified or revoked at any time, in whole or part, without the mutual written consent of the Director and the Bank, and such mutual consent shall be required even if the Director is no longer serving the Bank as a member of the Board.

SECTION XII EXECUTION

12.1 This Plan sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby, and any previous agreements or understandings between the parties hereto regarding the subject matter hereof are merged into and superseded by this Plan.

12.2 This Plan shall be executed in triplicate, each copy of which, when so executed and delivered, shall be an original, but all three copies shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the Bank and the Company have caused this Plan to be executed on the day and date first above written.

ATTEST:                                     BAYONNE COMMUNITY BANK


_____________________________               By: ________________________________
Secretary
                                            Title: _____________________________


ATTEST:                                     BCB BANCORP, INC.


_____________________________               By: ________________________________
Secretary
                                            Title: _____________________________

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EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

The following is a list of the subsidiaries of BCB Bancorp, Inc.

               Name                       State of Incorporation
------------------------------------      ----------------------
Bayonne Community Bank                    New Jersey

BCB Holding Company Investment Corp.      New Jersey

BCB Equipment Leasing LLC                 New Jersey

EXHIBIT 23.2

CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated January 28, 2005, accompanying the consolidated financial statements of BCB Bancorp, Inc. and Subsidiaries as contained in the Registration Statement and Prospectus on Form S-1 to be filed with the Securities and Exchange Commission. We consent to the use of the aforementioned report in the Registration Statement and Prospectus and to the use of our name as it appears under the caption “Experts.”

Pine Brook, New Jersey
September 9, 2005


		purchase shares through exercise of the over-allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after-pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

	•	Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.