UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

North Pittsburgh Systems, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

IT WILL ASSIST MATERIALLY IN THE PREPARATION FOR THE ANNUAL MEETING IF SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY.

NORTH PITTSBURGH SYSTEMS, INC.

4008 GIBSONIA ROAD

GIBSONIA, PENNSYLVANIA 15044-9311

TELEPHONE NO. 724-443-9600

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD May 20, 2005

The Annual Meeting of Shareholders of North Pittsburgh Systems, Inc. will be held on Friday, May 20, 2005 at 2:00 p.m., Eastern Daylight Saving Time, at the Four Points by Sheraton Pittsburgh North (Warrendale), 910 Sheraton Drive, Mars, Pennsylvania, for the purpose of considering and acting upon the following matters, as described in the accompanying Proxy Statement:

1. To elect Directors.

2. To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on April 12, 2005 as the record date for the determination of Shareholders entitled to notice of and to vote at the meeting.

You are cordially invited to attend the meeting. If you are unable to do so, please sign and date the enclosed proxy card and return it promptly by mail in the enclosed envelope. No postage is required if mailed in the United States.

By Order of the Board of Directors

N. William Barthlow

Secretary

NORTH PITTSBURGH SYSTEMS, INC.

4008 Gibsonia Road

Gibsonia, Pennsylvania 15044-9311

Telephone No. 724-443-9600

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

MAY 20, 2005

GENERAL

This Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors of North Pittsburgh Systems, Inc. (North Pittsburgh or Company) of proxies to be used at the Annual Meeting of Shareholders of the Company to be held at the Four Points by Sheraton Pittsburgh North (Warrendale), 910 Sheraton Drive, Mars, Pennsylvania on May 20, 2005 at 2:00 p.m., Eastern Daylight Saving Time, and any adjournments thereof, (Annual Meeting) for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

The Board of Directors has fixed the close of business on April 12, 2005 as the record date for the determination of shareholders of the Company (Shareholders) entitled to notice of and to vote at the Annual Meeting. It is anticipated that this Proxy Statement and accompanying proxy card (Proxy) will be mailed to Shareholders for the first time on or about April 22, 2005.

Shares represented by a valid Proxy received in time for voting will be voted in accordance with the Shareholder’s instructions. If no such instructions are specified, the Proxy will be voted FOR each of the nominees for election as a Director. The presence of a Shareholder at the Annual Meeting will not automatically revoke such Shareholder’s Proxy. Shareholders may revoke their Proxies prior to commencement of the Annual Meeting by delivering notice of the revocation as described in the following sentence. Proxies and notices of revocation of Proxies should be mailed or delivered to the Company’s transfer agent, Wells Fargo Bank, N.A., Shareowner Services, P. O. Box 64854, St. Paul, MN 55164-0854, for receipt by Wells Fargo Bank, N.A., Shareowner Services, no later than two (2) business days prior to the Annual Meeting—that is, no later than May 18, 2005—or should be deposited with the Chairman or the Secretary of the Company immediately prior to the commencement of the Annual Meeting.

The Company will bear the cost of solicitation of Proxies. In addition to the use of the mails, the Company may use its officers and its regular employees, who will receive no compensation in addition to regular salary or pay, to solicit Proxies from Shareholders, either personally or by telephone, facsimile or letters. Arrangements will be made by the Company with brokers and other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of the shares held of record by such brokers, custodians, nominees and fiduciaries, and the Company will reimburse these brokers, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred.

VOTING

Only Shareholders of record at the close of business on April 12, 2005 are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. At that date, the Company had outstanding and entitled to vote 15,005,000 shares of its Common Stock (Common Stock). Holders of Common Stock are

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entitled to one vote for each share held in respect to the election of each of the Directors. Proxies will be received and tabulated by Wells Fargo Bank, N.A., Shareowner Services, with the results thereof reported to the three (3) Judges of Election appointed by the Company’s Board of Directors under the authority of the Bylaws of the Company and the Pennsylvania Business Corporation Law.

The seven (7) candidates for Directors of the Company who receive the highest number of affirmative votes in the election of Directors at the Annual Meeting will be elected the Directors of the Company. To constitute Shareholder action on any other matter that properly comes before the Annual Meeting, the affirmative vote of a majority of the votes cast by the Shareholders on the matter is required. The total votes cast shall be deemed to include abstentions and withheld votes. Broker nonvotes will have no impact because they are not considered “shares present” for quorum or voting purposes.

STOCK OWNERSHIP

As of March 30, 2005, NPT Holdings, LLC (NPT Holdings), a limited liability company and wholly-owned indirect subsidiary of Armstrong Holdings, Inc., held of record 914,665 shares, or 6.10%, of the 15,005,000 outstanding shares of the Company’s Common Stock. As of that date, no other entity or individual held of record more than 5% of such stock. A Schedule 13D with amendments thereto through March 30, 2005 (collectively, the Schedule 13D) has been filed with the Securities and Exchange Commission on the joint behalf of (i) Armstrong Holdings, Inc. (holder of 297,996 shares of Common Stock as of March 30, 2005), (ii) NPT Holdings (holder of 914,665 shares of Common Stock as of March 30, 2005), (iii) the Sedwick Foundation (holder of 65,713 shares of Common Stock as of March 30, 2005), (iv) the Jud L. Sedwick Family Trust No. 2 (holder of 400 shares of Common Stock as of March 30, 2005), (v) the Jay L. Sedwick 1998 Trust (holder of 23,933 shares of Common Stock as of March 30, 2005), (vi) the Dru A. Sedwick 2001 Trust (holder of 21,027 shares of Common Stock as of March 30, 2005), (vii) the Joy L. Moon 2001 Separate Trust (holder of 6,200 shares of Common Stock as of March 30, 2005), (viii) the Jay L. Sedwick, Jr. 2001 Separate Trust (holder of 6,200 shares of Common Stock as of March 30, 2005), (ix) the Cyd K. Johnston 2001 Separate Trust (holder of 6,200 shares of Common Stock as of March 30, 2005) and (x) Jay L. Sedwick (a Director of the Company), Dru A. Sedwick, son of Jay L. Sedwick, Jay L. Sedwick’s brother-in-law and his spouse, an unrelated officer of Armstrong Holdings, Inc. and his spouse, and certain other persons, both individually and in respect of certain of their capacities as officers of Armstrong Holdings, Inc. The aggregate beneficial ownership at March 30, 2005 of those filing the Amendment No. 5 to Restatement, dated March 30, 2005, to the Schedule 13D (2005 Schedule 13D Amendment) was 1,419,398 shares, or 9.46%, of the Company’s outstanding Common Stock. Each of such persons named in the 2005 Schedule 13D Amendment disclaimed any membership in any “group” as such term is defined in Rule 13d-5 under the Securities Exchange Act of 1934, and each has indicated that the Common Stock has been acquired for investment. The information provided in this paragraph and in Table 1 below is based on the information set forth in the 2005 Schedule 13D Amendment and on information provided to the Company by Jay L. Sedwick, representatives of Jay L. Sedwick and/or Armstrong Holdings, Inc.

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The following table sets forth information with respect to all persons known to the Company to be beneficial owners of more than 5% of the Company’s voting securities as of March 30, 2005 and those persons known to the Company who might be deemed to be beneficial owners of more than 5% of the Company’s voting securities by virtue of their relationship to Armstrong Holdings, Inc. and/or NPT Holdings and/or their position as a trustee of one or more of the trusts named in the 2005 Schedule 13D Amendment:

Table I

Beneficial Owners of More Than 5%

of Outstanding Voting Securities

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The following table sets forth information with respect to the beneficial ownership as of March 23, 2005 of each current Director of the Company, each of the nominees for election as a Director of the Company (Nominees) and each executive officer of the Company named below in the Summary Compensation Table under “Compensation of Executive Officers,” and of all Directors, Nominees and officers of the Company as a Group.

Table II

Security Ownership of Management

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Share amounts are reported as of March 23, 2005, and percentages of share ownership are calculated based upon the 15,005,000 shares of Common Stock outstanding as of that date.

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No Director, Nominee, officer of the Company or “group” as defined in Rule 13d-5 under the Securities Exchange Act of 1934 is a beneficial owner of more than 5% of the Company’s Common Stock by virtue of any voting trust or similar arrangement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Directors and Executive Officers, and persons who own more than 10 percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and NASDAQ. Directors, Executive Officers and 10 percent shareholders are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) forms they file.

Solely on the basis of its review of the copies it received of such forms and written representations from certain reporting persons and/or their attorneys, the Company believes that all filing requirements under Section 16(a) applicable to its Directors and Executive Officers were timely met during 2004.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Company shall be managed by a Board of Directors of not less than seven (7) nor more than nine (9) members and that the number of Directors to be elected shall be determined by the Board of Directors prior to the annual meeting of Shareholders at which such Directors are to be elected. Upon the recommendation of its Corporate Governance and Nominating Committee, the Board of Directors has established at seven (7) the number of Directors to be elected at the Annual Meeting.

The Corporate Governance and Nominating Committee of the Board of Directors has recommended to the Board of Directors, and the Board of Directors has nominated, the persons named below (Nominees) for election as Directors of the Company to serve until the 2006 annual meeting of Shareholders and until their successors are elected and qualify. Current Director Jay L. Sedwick is Chairman of Armstrong Holdings, Inc. Throughout his 25 years of service on the North Pittsburgh Board, Mr. Sedwick has conducted himself in an exemplary manner. The Corporate Governance and Nominating Committee did not, however, recommend Mr. Sedwick for re-nomination as a Director because competition between the North Pittsburgh family of companies and the Armstrong companies has been increasing in recent years. The competition is largely a byproduct of changes in technology and applicable laws. The Company very much appreciates and thanks Mr. Sedwick for his quarter of a century of service to the Company, its shareholders, its employees and the communities it serves.

The Nominees are present Directors of the Company and were elected at the 2004 annual meeting of Shareholders. The number of shares of Common Stock represented at the 2004 annual meeting of Shareholders, held May 21, 2004, was 13,250,324 shares represented by proxy and none in person, constituting 88.31% of the 15,005,000 shares of such stock outstanding on April 13, 2004, the record date for determining Shareholders entitled to vote at that meeting.

It is the intention of the proxies to vote for the election of seven (7) Directors and, unless authority to vote for any or all of the Nominees is withheld, it is the intention of the proxies to vote for the election of the Nominees. If any of the Nominees should become unavailable as a candidate for any reason, which is not anticipated, the Board of Directors in its discretion may designate a substitute nominee, in which event votes will be cast for such substitute nominee pursuant to the accompanying Proxy.

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There are no arrangements or understandings between or among any Director, Nominee, the Company, any of the Company’s subsidiaries, or any other person, pursuant to which a Director or Nominee was or is to be nominated or elected a Director of the Company.

The information which follows includes as to each Nominee, the Nominee’s age, the year in which the Nominee’s service as a Director of the Company or its predecessor commenced, the Nominee’s current position and offices held with the Company, the Nominee’s business experience during the past five (5) years, and certain other information. Individual shareholdings of each Nominee may be found above in Table II, Security Ownership of Management.

NOMINEES FOR ELECTION AS DIRECTORS

AND INFORMATION CONCERNING THEM

Biographical Summaries of Nominees¹

Unless otherwise specified, “North Pittsburgh” as used in this “Biographical Summaries of Nominees” section means North Pittsburgh Systems, Inc. since May 31, 1985 and North Pittsburgh Telephone Company, its predecessor, before that date. Positions and experience related to only North Pittsburgh Telephone Company, the Company’s predecessor and since May 31, 1985 a subsidiary of the Company, are also presented.

President and Chief Executive Officer of North Pittsburgh Systems, Inc. and President and General Manager of North Pittsburgh Telephone Company

Mr. Brown, 68, has been President since 1998 and Chief Executive Officer since October 23, 2002 of North Pittsburgh Systems, Inc. and President and General Manager of North Pittsburgh Telephone Company since 1998. He was Vice President of North Pittsburgh Systems, Inc. from 1992 to 1998. Mr. Brown also held the following North Pittsburgh positions: Vice President—Operations from 1987 to 1998, Assistant Vice President—Operations from 1986 to 1987, Network Engineering Manager from 1984 to 1986, and Equipment Supervisor from 1975 to 1984.

Retired Physician

Dr. Cole, 74, is a retired physician. Before retiring, Dr. Cole practiced with the Cole-Lechmanick division of Genesis Medical Associates in McCandless, PA.

Certified Public Accountant

Mr. Crowley, 60, is a licensed certified public accountant, presently retired. From 1998 to 2001, he served as the Chief Financial Officer at Lutheran Affiliated Services, a not-for-profit company that manages

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long-term elderly care facilities. Prior thereto, Mr. Crowley was employed by or a partner in KPMG LLP, a public accounting and tax firm, for 29 years. During his tenure at KPMG LLP, Mr. Crowley held various positions with responsibilities in auditing and financial reporting, including 21 years as an audit partner.

Vice President, Treasurer and Chief Financial and Accounting Officer of North Pittsburgh Systems, Inc. and Vice President and Treasurer of North Pittsburgh Telephone Company

Mr. Kimble, 58, has been Vice President since 1989, Treasurer since 1985, and Chief Financial and Accounting Officer since October 23, 2002 of North Pittsburgh Systems, Inc. and Vice President since 1989 and Treasurer since 1979 of North Pittsburgh Telephone Company. Mr. Kimble also held the following North Pittsburgh positions: Secretary from 1993 to 1998, Assistant Vice President from 1987 to 1989, Assistant Secretary from 1979 to 1993, Assistant Secretary-Treasurer from 1977 to 1979, and Assistant to Vice President—Finance from 1976 to 1977.

Member of Kraskin, Moorman & Cosson, LLC

Mr. Kraskin, 54, is an attorney and managing member in the legal and consulting firm of Kraskin, Moorman & Cosson, LLC, which he founded in 2004. Mr. Kraskin was an attorney and managing partner in the legal and consulting firm of Kraskin, Lesse & Cosson, LLP from 1992 to 2004. Mr. Kraskin’s professional practice is concentrated in the provision of legal, regulatory and business planning services to a wide variety of telecommunications companies. Prior to entering private practice, Mr. Kraskin was General Counsel to a telecommunications consulting firm, and he served as Deputy General Counsel of the National Association of Regulatory Utility Commissioners.

Chief Executive Officer of CoManage Corporation

Mr. Nelsen, 44, has been Chief Executive Officer of CoManage Corporation, a telecom operations software company, since 1998. From 1996 to 1998, Mr. Nelsen was Senior Director at FORE Systems, a Pittsburgh area high technology manufacturing company, with responsibility for product management and marketing of FORE’s service provider products, business planning, and strategy. Prior thereto, Mr. Nelsen served as FORE’s Director of Marketing from 1994 to 1996, with responsibility for video and telco product management and marketing. Before joining FORE, Mr. Nelsen held a variety of positions during almost 12 years at AT&T, including ATM Service Product Manager at AT&T Business Communication Services (1991-1994) and Private Packet Network Services Technical Manager at AT&T Bell Laboratories (1988-1991).

Chairman of Board of Directors of North Pittsburgh;

Partner of Thomas, Thomas, Armstrong & Niesen

Mr. Thomas, Jr., 62, has been Chairman of the Board of Directors of North Pittsburgh since 1998. Mr. Thomas also has been a partner in the law firm of Thomas, Thomas, Armstrong & Niesen, Harrisburg, PA, since the formation of the firm in 1991. Before that, Mr. Thomas was a partner in the law firm of Thomas & Thomas from 1977 to 1990. Mr. Thomas’s law practice concentrates in the areas of public utility, securities regulation and corporate law.

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Independence of Directors

The Board of Directors has determined in connection with their nomination for election as Directors in 2004 and again in connection with their nomination for election as Directors at the Annual Meeting that Charles E. Cole, Frederick J. Crowley, Stephen G. Kraskin and David E. Nelsen are independent directors, as that term is defined in Rule 4200 of the listing standards of NASDAQ (Independent Directors). The Board of Directors also determined in connection with his nomination for election as a Director in 2004 that Jay L. Sedwick also was an Independent Director. The Board of Directors has determined, further, that Charles E Cole, Frederick J. Crowley and David E. Nelsen also meet the additional criteria of independence required of audit committee members by the listing standards of NASDAQ.

Committees of the Board; Meetings of the Board and Committees

The Board of Directors held eleven (11) Regular Meetings and one (1) Special Meeting during 2004.

Each Director attended 75% or more of all Board of Directors’ meetings, and 75% or more of all meetings of each committee on which he served, during 2004 (or, in the case of Mr. Kraskin, who served as a member of the Audit Committee for only part of the year, of the meetings of the Audit Committee held while he served on the Audit Committee).

The Independent Directors met separately from the other Directors during a recess in or following each non-telephonic meeting of the Board of Directors held during 2004.

The Company urges all Directors of the Company to attend the annual meetings of the Shareholders. All of the current Directors of the Company attended the 2004 annual meeting of Shareholders, held May 21, 2004.

The Board of Directors has a standing Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and a Retirement Board Committee. The Compensation Committee and Corporate Governance and Nominating Committee are composed entirely of Independent Directors. All current members of the Audit Committee are Independent Directors who also meet the additional criteria of independence required of audit committee members by the listing standards of NASDAQ.

Audit Committee. The members of the standing Audit Committee throughout 2004 were Frederick J. Crowley, Chairman, Charles E. Cole and David E. Nelsen, all of whom are Independent Directors. Mr. Kraskin, also an Independent Director, was a member of the Audit Committee until March 25, 2004. Mr. Kraskin resigned from the Audit Committee on that date because the Company pays Mr. Kraskin’s law firm for legal services rendered by it from time to time and Mr. Kraskin therefore did not meet all of the additional criteria of independence required of audit committee members by the listing standards of NASDAQ. Mr. Crowley, Dr. Cole and Mr. Nelsen meet those additional criteria of independence. The Audit Committee during 2004 held five (5) meetings on days when the Board of Directors was not meeting and also two (2) meetings on days when the whole Board of Directors met. In addition, Audit Committee matters were considered during regularly scheduled meetings of the Board; these matters included monthly review of unaudited financial reports and discussions with the Company’s Chief Financial and Accounting Officer regarding those reports. The Chairman of the Audit Committee also met with representatives of the Company’s independent auditors once during 2004, at the auditors’ request. In addition, the Audit Committee met during March of 2005 to consider matters related to the audit of the financial statements of the Company for the year ended December 31, 2004 (see Audit Committee Report below).

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A copy of the Audit Committee’s Charter was included as Exhibit A to the proxy statement relating to the annual meeting of Shareholders held on May 21, 2004 and is available at the Company’s website at www.northpittsburgh.com.

Audit Committee financial expert. The Board of Directors has determined that Frederick J. Crowley is an audit committee financial expert, as that term is used in the rules of the Securities and Exchange Commission. In reaching this determination, the Board made a qualitative assessment of Mr. Crowley’s level of knowledge and experience based on a number of factors, including his formal education, the ongoing maintenance of his license as a certified public accountant, his experience in public accounting, including responsibilities in auditing and financial reporting during his 29 years with KPMG LLP, and his experience as a chief financial officer.

Compensation Committee. The members of the Compensation Committee throughout 2004 were David E. Nelsen, Chairman, Charles E. Cole, Frederick J. Crowley and Stephen G. Kraskin, all of whom are Independent Directors. The Compensation Committee held three (3) separate meetings during 2004 (see Compensation Committee Report on Executive Compensation below).

Corporate Governance and Nominating Committee. The members of the Corporate Governance and Nominating Committee are Stephen G. Kraskin, Chairman, Charles E. Cole, Frederick J. Crowley and Jay L. Sedwick, all of whom are Independent Directors. The Corporate Governance and Nominating Committee held one (1) meeting in 2004. When creating it, the Board of Directors charged the Corporate Governance and Nominating Committee with the responsibility of identifying and evaluating potential candidates for consideration for election as Directors of the Company and recommending to the Board of Directors nominees for election as Directors of the Company. The Board of Directors also directed that the Corporate Governance and Nominating Committee shall consider for recommendation for nomination for election as Directors of the Company potential candidates recommended by Shareholders and shall consider and evaluate those potential candidates in the same manner as the Committee considers and evaluates other potential candidates for recommendation for nomination for election as Directors of the Company. The Corporate Governance and Nominating Committee has not set specific minimum qualifications for a potential candidate to be considered or to be recommended to the Board of Directors, other than that at least one of the Directors of the Company must qualify as an audit committee financial expert as that term is used in the rules of the Securities and Exchange Commission. The Corporate Governance and Nominating Committee has not established formal procedures for identifying and evaluating potential candidates for recommendation for nomination for election as Directors of the Company.

The Corporate Governance and Nominating Committee’s Charter, adopted in 2004, specifies that Shareholders’ recommendations for consideration for nomination to serve as Directors of the Company must be in writing, must include appropriate biographical information about the person(s) being recommended, and must be accompanied by a signed statement of each person being recommended to the effect that the biographical information about that person submitted with the recommendation is correct and that he or she consents to being considered and perhaps nominated for election as a Director of the Company and to serve as a Director of the Company if elected. Shareholders’ recommendations for consideration for nomination to serve as Directors of the Company should be sent to the Corporate Governance and Nominating Committee, c/o Secretary, North Pittsburgh Systems, Inc. 4008 Gibsonia Road, Gibsonia, PA 15044-9311. Any such recommendation that a Shareholder wishes to be considered by the Corporate Governance and Nominating Committee in connection with the 2006 annual meeting of Shareholders must be received by the Secretary of the Company by the same deadline that applies to Shareholder proposals for inclusion in the Company’s Proxy Statement and proxy card for that meeting, as set forth under “Shareholder Proposals” below—that is, not later than December 23, 2005.

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The Charter of the Corporate Governance and Nominating Committee provides also that the Corporate Governance and Nominating Committee shall, among other things: consider committee member qualifications, appointment and removal; provide oversight in the evaluation of the Board of the Directors and each committee of the Board of Directors; in consultation with the Audit Committee, develop and recommend procedures for monitoring and enforcing compliance with the Company’s Code of Ethics; at the request of the Audit Committee, review and investigate conduct alleged to be in violation of the Company’s Code of Ethics; monitor the independence of the Directors and review any potential conflict of interests between a Director and the Company; review and recommend changes to the Company’s Articles of Incorporation and By-Laws as the Committee shall deem advisable; and develop a policy regarding continuing education for Directors.

A copy of the Corporate Governance and Nominating Committee’s Charter is available on the Company’s website at www.northpittsburgh.com.

Retirement Board Committee. The members of the Retirement Board Committee throughout 2004 were Harry R. Brown, Charles E. Cole, Allen P. Kimble, Jay L. Sedwick and Charles E. Thomas, Jr. The Retirement Board Committee during 2004 held three (3) separate meetings and also one (1) meeting on a day when the whole Board of Directors met.

Directors’ Compensation

From January through May 2004: the Directors of the Company other than Messrs. Brown, Kimble and Thomas each received a retainer of $1,200 per month and $720 for each Regular Meeting of the Board of Directors that the Director attended, other than the organizational meeting of the Board of Directors following the annual meeting of Shareholders, and for each Special Meeting of the Board of Directors that he attended for which attendance by the Directors in person had been requested; for his services as both a Director and Chairman of the Board, Mr. Thomas received $3,600 per month and $1,100 for each Regular Meeting of the Board of Directors he attended, other than the organizational meeting of the Board of Directors following the annual meeting of Shareholders, and for each Special Meeting of the Board of Directors he attended for which attendance by the Directors in person had been requested. Effective June 1, 2004, Director compensation was increased 4%, such that thereafter the Directors other than Messrs. Brown, Kimble and Thomas each received a retainer of $1,248 per month and $749 for each Regular Meeting of the Board of Directors that the Director attended and for each Special Meeting of the Board of Directors that he attended for which attendance by the Directors in person had been requested and Mr. Thomas received $3,744 per month and $1,144 for each Regular Meeting of the Board of Directors he attended and for each Special Meeting of the Board of Directors he attended for which attendance by the Directors in person had been requested. No Director receives payment for attending the organizational meeting of the Board of Directors following the annual meeting of Shareholders. No Director receives payment for participating in any Special Meeting of the Board of Directors that is conducted only telephonically.

From January through May 2004: (1) each member of the Audit Committee received $1,000 for each Audit Committee meeting he attended; (2) the Chairman of the Audit Committee also received $1,000 for each meeting he had with the Company’s independent auditors at the request of the Audit Committee or of the independent auditors; (3) Mr. Crowley also received $500 per month for his services as Chairman of the Audit Committee; (4) each member of the Compensation Committee received $500 for each Compensation Committee meeting he attended and each member of the Corporate Governance and Nominating Committee received $500 for each Corporate Governance and Nominating Committee meeting he attended, except that no member of either such Committee received compensation for attending a Compensation Committee or Corporate Governance and Nominating Committee meeting that was held on the same day that the full

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Board of Directors met; and (5) each member of the Retirement Board Committee other than Messrs. Brown and Kimble received $500 for each Retirement Board Committee meeting he attended. Effective June 1, 2004, all committee fees were increased 4%, such that thereafter the $1,000 fees described above in this paragraph were increased to $1,040 and the $500 fees described above in this paragraph were increased to $520.

Messrs. Brown and Kimble receive no compensation as Directors of the Company, because they are full-time employees of the Company.

Shareholder Communications with the Board

The Board of Directors of the Company has not established a formal process or formal procedures for Shareholders to send communications to the Board of Directors. When the President, Secretary or any Vice President of the Company receives a written communication from a Shareholder that is directed to the Board of Directors or any specific Director or Directors, and when any Director of the Company receives any written communication from a Shareholder that is directed to the whole Board of Directors or any other Director or Directors of the Company, the recipient of that communication promptly delivers the communication (or a copy of it) to each of the Directors or to such specific Directors, respectively. The Board of Directors deems its current practices with respect to such communications satisfactory and knows of no problem or dissatisfaction of any Shareholder with those practices. The Board of Directors of the Company recommends that all Shareholder communications to the Board of Directors, any committee of the Board of Directors or any specific Director of the Company be in writing and be sent c/o Secretary, North Pittsburgh Systems, Inc., 4008 Gibsonia Road, Gibsonia, PA 15044-9311. The Board of Directors requests that the Shareholder include in each such communication a statement that he or she owns shares of the Company’s Common Stock and, if his or her shares are held of record by a broker or other nominee rather than in the Shareholder’s name, the name of the broker or other nominee in whose name the shares are registered.

CODE OF ETHICS

The Board of Directors has adopted a Code of Ethics for the Company’s chief executive officer, chief financial officer and chief accounting officer and all other members of management, all Directors and all employees and agents of the Company. The Code is intended to promote the highest standards of honest and ethical conduct throughout the Company, full, accurate and timely reporting, and compliance with law, among other things. A copy of the Company’s Code of Ethics is posted on the Company’s website at www.northpittsburgh.com.

The Code of Ethics prohibits any waiver from the principles of the Code of Ethics without the prior written consent of the Board of Directors of the Company. The Company intends to post on the Company’s website, www.northpittsburgh.com, in accordance with the rules of the Securities and Exchange Commission any amendment of, and any waiver from, the Code of Ethics that applies to the Company’s chief executive officer, chief financial officer, chief accounting officer, or any person performing similar functions.

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COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table. The following Summary Compensation Table shows the total compensation of the Company’s President and the four (4) other most highly compensated executive officers of the Company. All of the Company’s executive officers served in such offices throughout 2004.

Summary Compensation Table (A)