4 1 hopperform4112602.htm

Form 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ ]Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940


1. Name and Address of Reporting Person
(Last) (First) (Middle)
Hopper Kenneth C.
(Street) (City) (State) (Zip Code)
Hermanus Estate

257 Friends Lake Road

Chestertown NY 12817
2. Issuer Name and Ticker or Trading Symbol
Arrow Financial Corporation (AROW)
3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)
4. Statement for Month/Day/Year
November 26, 2002
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[x] Director
[ ] 10% Owner
[ ] Officer (title)
[ ] Other (specify)
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person

[ ] Form filed by More than One Reporting Person







Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security

2.

Trans-

action

Date





(M/D/Y)

2A.

Deemed

Execu-

tion

Date,

if any

(M/D/Y)

3.

Trans-

action

Code

4.

Securities

Acquired(A)

Disposed(D)

5.

Amount of

Securities

Benficially

Owned

Following

Reported

Transactions

6.

Ownership

Form

Direct

(D) or

Indirect

(I)

7.

Nature of

Indirect

Beneficial

Ownership





Code




V




Amount
(A)

or

(D)





Price
Common

Stock

A(1)

A(2)

3/27/02

6/10/02

11/18/02

B

R

J(3)

J(4)

J(1)

V

V

V

V

V

163

120

15500

19

5

A

A

D

D

A

A(1)

A(2)

NA

NA

NA



115
I ESPP
Common

Stock

3/27/02

6/6/02

6/10/02

11/18/02

J(3)

J(5)

J(4)

J(1)

V

V

V

V

15500

3373

24687

1350

A

D

D

A

NA

NA

NA

NA





28350
D DRIP
Common

Stock

5/28/02

6/10/02

11/18/02

11/26/02

J(2)

J(4)

J(1)

J(2)

V

V

V

57

552

2

57

A

D

A

A

$30.25

NA

NA

$30.39

118 D DRIP
Common

Stock

6/10/02

6/11/02

J(4)

J(6)

V

V

25258

25258

A

D

NA

NA

0

I
Wife's

DRIP

Common

Stock

6/6/02

6/11/02

11/18/02

J(5)

J(6)

J(1)

V

V

V

3373

25258

1431

A

A

A

NA

NA

NA



30062


I
Wife's

Custody

Acct.

Common

Stock

11/18/02 J(1) V 1 A NA 33 D Adir. Eye Physic.


A(1) = Acquired on six dates in 2002 by the Trustee of the Employee Stock Purchase Plan (ESPP) at prices of $29.45, $29.41, $28.89, $29.71, $32.02 and $30.90 for a non-weighted average of $30.06.

A(2) = Acquired on three dates in 2002 by the Trustee of the Dividend Reinvestment Plan (DRIP) or Employee Stock Purchase Plan (ESPP) at prices of $29.45, $29.11 and $31.72 for a non-weighted average of $30.09.

J(1) = 5% stock dividend

J(2) = Semi annual Director's retainer payment. Shares acquired by the Administrator of the Directors' Stock Plan

J(3) = Transfer shares from ESPP to DRIP

J(4) = Transfer shares from ESPP and DRIP to wife's DRIP

J(5) = Transfer shares from DRIP to wife's custody account

J(6) = Transfer shares from wife's DRIP to wife's Custody account





Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1.

Title of

Derivative

Security

2.

Conversion

or Exercise

Price of

Derivative

Security

3.

Tran-

action

Date

(M/D/Y)

3A.

Deemed

Execution

Date, if

Any

(M/D/Y)

4.

Trans-

action

Code

5.

Number of

Derivative

Securities

Acquired

(A) or

Disposed

of (D)

6.

Date Exercisable

and Expiration Date

(M/D/Y)



Code


V


(A)


(D)
Date

Exercisable

Expiration

Date

None


Table II (Continued)

1.

Title of

Derivative

Security

7.

Title and Amount of

Underlying Securities

8.

Price of

Derivative

Security

9.

Number of

Derivative

Securities

Beneficially

Owned

Following

Reported

Transactions

10.

Ownership

of Derivative

Security:

Direct (D) or

Indirect (I)

11.

Nature of

Indirect

Beneficial

Ownership

Title Amount or

Number of

Shares

None








Explanation of Responses:







Signature of Reporting Person

Gerard R. Bilodeau

Attorney in Fact

Date:

11/27/02



Attachment:

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

Know all by these presents, that the undersigned hereby constitutes and appoints, until revocation, each of Thomas L. Hoy, John J. Murphy and Gerard R. Bilodeau, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director or officer of Arrow Financial Corporation (the "Company"), stock transaction reports on Forms 3, 4 and 5, or successor forms thereof (any such, a "Form") in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form, complete and execute any amendment or amendments thereto, and timely file such Form with the United States Securities and Exchange Commission and any other authority; and

(3) take any other action of any type whatsoever in connection with the actions authorized under the foregoing sections (1) and (2) which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that any document executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Form with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.







IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of August 2002.





Signature: /s/ Kenneth C. Hopper

Print Name: Kenneth C. Hopper