UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended December 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from   to
 Commission File No. 0-13232
 Juniata Valley Financial Corp.
  Pennsylvania
    
    23-2235254(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification No.)
 Bridge and Main Streets, PO Box 66Mifflintown, PA
    
    17059-0066(Address of principal executive offices)
    
    (Zip Code)
 717) 436-8211
 
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Form 10-K. þ
 Yes
o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 (1)
  (1)
The aggregate dollar amount of the voting stock set forth equals the number of shares of the
Companys Common Stock outstanding, reduced by the amount of Common Stock held by officers,
directors, shareholders owning in excess of 10% of the Companys Common Stock and the Companys
employee benefit plans multiplied by the last reported sale price for the Companys Common Stock on
June 30, 2009, the last business day of the registrants most recently completed second fiscal
quarter. The information provided shall not be construed as an admission that any officer,
director or 10% shareholder of the Company, or any employee benefit plan, may be deemed an
affiliate of the Company or that such person or entity is the beneficial owner of the shares
reported as being held by such person or entity, and any such inference is hereby disclaimed.




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PART I
 ITEM 1. BUSINESS
 Overview
  Nature of Operations




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Competition
      Supervision and Regulation




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FDIC
Insurance




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Community Reinvestment Act
  
    
    the applicable regulatory agency to assess an institutions record of meeting the
credit needs of its community;
 
    
    public disclosure of an institutions CRA rating; and
 
    
    that the applicable regulatory agency provides a written evaluation of an institutions
CRA performance utilizing a four-tiered descriptive rating system.




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Capital Regulation




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Gramm-Leach-Bliley Act
  Financial Privacy
  Anti-Money Laundering Initiatives and the USA Patriot Act
  Office of Foreign Assets Control Regulation




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Consumer Protection Statutes and Regulations
  
    
    require banks to disclose credit terms in meaningful and consistent ways;
 
    
    prohibit discrimination against an applicant in any consumer or business credit
transaction;
 
    
    prohibit discrimination in housing-related lending activities;
 
    
    require banks to collect and report applicant and borrower data regarding loans for home
purchases or improvement projects;
 
    
    require lenders to provide borrowers with information regarding the nature and cost of
real estate settlements;
 
    
    prohibit certain lending practices and limit escrow account amounts with respect to real
estate transactions, and;
 
    
    prescribe possible penalties for violations of the requirements of consumer protedtion
statutes and regulations.
   Sarbanes-Oxley Act of 2002




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National Monetary Policy
   Employees
  Additional Information
    www.JVBonline.com




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ITEM 1A. RISK FACTORS
  Changes in economic conditions and the composition of the Companys loan portfolio could lead to an
increase in the allowance for loan losses, which could decrease earnings.
  Declines in value may adversely impact the investment portfolio.
  Our deposit insurance premium could be substantially higher in the future which would have an
adverse effect on our future earnings.




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Changes in interest rates may have an adverse effect on the Companys profitability.
 Recent negative developments in the financial services industry and U.S. and global credit markets
may adversely impact our results of operations and our stock price.




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Changes in economic conditions and related uncertainties may have an adverse affect on the
Companys profitability.
 The supervision and regulation to which the Company is subject can be a competitive disadvantage.
   The competition the Company faces is increasing and may reduce our customer base and negatively
impact the Companys results of operations.
 The actions of the U.S. Government for the purpose of stabilizing the financial markets, or market
response to those actions, may not achieve the intended effect, and our results of operations could
be adversely affected.




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Fluctuations in the stock market could negatively affect the value of the Companys common stock.
 Anti-takeover provisions may keep shareholders from receiving a premium for their shares.
 If the Company fails to maintain an effective system of internal controls, it may not be able to
accurately report its financial results or prevent fraud. As a result, current and potential
shareholders could lose confidence in the Companys financial reporting, which could harm its
business and the trading price of its common stock.




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  ITEM 2. PROPERTIES
  
 
 ITEM 3. LEGAL PROCEEDINGS
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




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PART II
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
          Total Number ofShares Purchased as
    
    
    Maximum Number ofTotal Number
    
    
    Average
    
    
    Part of Publicly
    
    
    Shares that May Yet Beof Shares
    
    
    Price Paid
    
    
    Announced Plans or
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Programs
    
    
    Plans or Programs (1)October 1-31, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    210,936November 1-30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210,936December 1-31, 2009
    
    
    5,000
    
    
    
    17.75
    
    
    
    5,000
    
    
    
    205,936Totals
    
    
    5,000
    
    
    
    
    
    
    
    5,000
    
    
    
    205,936




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Period EndingIndex
    
    12/31/04
    
    
    12/31/05
    
    
    12/31/06
    
    
    12/31/07
    
    
    12/31/08
    
    
    12/31/09Juniata Valley Financial Corp.
    
    
    100.00
    
    
    
    119.76
    
    
    
    108.17
    
    
    
    110.33
    
    
    
    106.00
    
    
    
    102.17Russell 3000
    
    
    100.00
    
    
    
    106.12
    
    
    
    122.80
    
    
    
    129.11
    
    
    
    80.94
    
    
    
    103.88Juniata Valley Custom Peer Group 2009**
    
    
    100.00
    
    
    
    91.02
    
    
    
    99.27
    
    
    
    87.12
    
    
    
    81.16
    
    
    
    54.75
 **

    Juniata Valley Custom Peer Group 2009 consists of
 First Community Financial Corporation, F.N.B. Corporation,
Kish Bancorp, Inc., Mifflinburg Bank & Trust Company, Mid Penn
Bancorp, Inc., Northumberland Bancorp, Orrstown Financial Services,
Inc. ITEM 6. SELECTED FINANCIAL DATA
  ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE




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ITEM 9A. CONTROLS AND PROCEDURES
  Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Report on Managements Assessment of Internal Control over Financial Reporting
  Internal Control  Integrated
Framework
  /s/ Francis J. Evanitsky

Francis J. Evanitsky, President and Chief Executive Officer
 /s/ JoAnn N. McMinnJoAnn N. McMinn, Chief Financial Officer
 Changes in Internal Control Over Financial Reporting




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Report of Independent Registered Public Accounting Firm on Effectiveness of Internal Control over Financial Reporting
  
 Internal Control-Integrated Framework
    Internal
Control-Integrated Framework
  
 
 ITEM 9B. OTHER INFORMATION




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PART III
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 www.JVBonline.com
 ITEM 11. EXECUTIVE COMPENSATION
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Number of securitiesNumber of
    
    
    
    
    
    
    remaining availablesecurities to be
    
    
    
    
    
    
    for future issuanceissued upon exercise
    
    
    Weighted average
    
    
    under equityof outstanding
    
    
    exercise price of
    
    
    compensation plansoptions, warrants
    
    
    outstanding options,
    
    
    (excluding securitiesand rights
    
    
    warrants and rights
    
    
    reflected in column a)Plan Category
    
    a
    
    
    b
    
    
    cEquity compensation
plans approved by
security holders
    
    
    97,473
    
    
    $
    18.71
    
    
    
    523,767Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    Total
    
    
    97,473
    
    
    $
    18.71
    
    
    
    523,767
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(1) The following consolidated financial statements of the Company are filed as part of this Form 10-K:
 (i)
    
    Report of Independent Registered Public Accounting Firm(ii)
    
    Consolidated Statements of Financial Condition as of December 31, 2009 and December 31, 2008(iii)
    
    Consolidated Statements of Income for the fiscal years ended
December 31, 2009, December 31, 2008 and December 31, 2007(iv)
    
    Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 2009, December 31, 2008 and December 31, 2007(v)
    
    Consolidated Statements of Stockholders Equity for the fiscal years
ended December 31, 2009, December 31, 2008 and December 31, 2007(vi)
    
    Notes to Consolidated Financial Statements
 Financial Statements Schedules
 (a)(3) Exhibits.
 3.1
    
    
    Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 4.1 to the Companys Form S-3 Registration
Statement No. 333-129023 filed with the SEC on October 14, 2005)3.2
    
    
    Bylaws (incorporated by reference to Exhibit 3.2 to the Companys
Current Report on Form 8-K filed with the SEC on December 21, 2007)4.1
    
    
    Juniata Valley Financial Corp. Rights Agreement (incorporated by
reference to Exhibit 1 to the Companys report on Form 8-A12G filed
with the SEC on August 29, 2000)10.1
    
    
    1982 Directors Deferred Compensation Agreement for A. Jerome Cook
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009)*10.2
    
    
    1986 Directors Deferred Compensation Agreement for A. Jerome Cook
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009) *10.3
    
    
    1988 Retirement Program for Directors (incorporated by reference to
Exhibit 10.1 to the Companys Annual Report on Form 10-K filed with
the SEC on March 13, 2009) *10.4
    
    
    1991 Directors Deferred Compensation Agreement for A. Jerome Cook
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009) *




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10.5
    
    
    1992 Directors Deferred Compensation Agreement for Ronald H.
Witherite (incorporated by reference to Exhibit 10.1 to the
Companys Annual Report on Form 10-K filed with the SEC on March 13,
2009) *10.6
    
    
    1993 Directors Deferred Compensation Agreement for Dale G. Nace
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009) *10.7
    
    
    1999 Directors Deferred Compensation Agreement* (incorporated by
reference to Exhibit 10.1 to the Companys Annual Report on Form
10-K filed with the SEC on March 13, 2009) *10.8
    
    
    Director Supplemental Life Insurance/ Split Dollar Plan
(incorporated by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K filed with the SEC on March 13, 2009) *10.9
    
    
    2004 Executive Annual Incentive Plan (incorporated by reference to
Exhibit 10.15 to the Companys report on Form 10-K filed with the
SEC on March 16, 2005)*10.10
    
    
    Exhibits A-B to 2004 Executive Annual Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q filed with the SEC on August 7, 2009).*10.11
    
    
    Employment Agreement with Francis Evanitsky (incorporated by
reference to Exhibit 10 to the Companys Current Report on Form 8-K
filed with the SEC on June 14, 2005)*10.12
    
    
    Amendment to Employment Agreement with Francis Evanitsky
(incorporated by reference to the Companys Current Report on form
8-K filed with the SEC on December 31, 2008).*10.13
    
    
    Change of Control Severance Agreement with JoAnn N. McMinn
(incorporated by reference to Exhibit 10 to the Companys Quarterly
Report on Form 10-Q filed with the SEC on November 8, 2005).*10.14
    
    
    Salary Continuation Agreement with Francis J. Evanitsky
(incorporated by reference to Exhibit 10.18 to the Companys Annual
Report on Form 10-K filed with the SEC on March 16, 2006)*10.15
    
    
    Salary Continuation Agreement with JoAnn N. McMinn (incorporated by
reference to Exhibit 10.17 to the Companys Annual Report on Form
10-K filed with the SEC on March 14, 2008)*10.16
    
    
    Salary Continuation Agreement with Marcie A. Barber (incorporated by
reference to Exhibit 10.17 to the Companys Annual Report on Form
10-K filed with the SEC on March 14, 2008)*10.17
    
    
    Change of Control Severance Agreement with Marcie A. Barber
(incorporated by reference to Exhibit 10.19 to the Companys Current
Report on Form 8-K filed with the SEC on May 27, 2008).*10.18
    
    
    Technology Outsourcing Agreement (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the SEC on January 22, 2010).*13.1
    
    
    Excerpts from 2009 Annual Report to Shareholders16.1
    
    
    Letter from Beard Miller LLP to SEC (incorporated by reference to
Exhibit 16.1 to the Companys Current Report on Form 8-K filed with
the SEC on October 2, 2009).21.1
    
    
    Subsidiaries of Juniata Valley Financial Corp.23.1
    
    
    Consent of ParenteBeard LLC




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31.1
    
    
    Rule 13a-4(d) Certification of Francis J. Evanitsky31.2
    
    
    Rule 13a-4(d) Certification of JoAnn N. McMinn32.1
    
    
    Section 1350 Certification of Francis J. Evanitsky32.2
    
    
    Section 1350 Certification of JoAnn N. McMinn
 *
    
    Denotes a compensatory plan. Exhibits
 Financial Statements Schedules




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SIGNATURES
  JUNIATA VALLEY FINANCIAL CORP.
(REGISTRANT)Date: March 12, 2010By:
    /s/ Francis J. EvanitskyFrancis J. EvanitskyDirector, President and Chief Executive Officer  /s/ Martin L. DreibelbisMartin L. Dreibelbis
    
    March 12, 2010Chairman/s/ Charles L. HershbergerCharles L. Hershberger
    
    March 12, 2010Secretary/s/ Philip E. Gingerich, Jr.Philip E. Gingerich, Jr.
    
    March 12, 2010Vice Chairman/s/ Joe E. BennerJoe E. Benner
    
    March 12, 2010Director/s/ A. Jerome CookA. Jerome Cook
    
    March 12, 2010Director/s/ Jan G. SnedekerJan G. Snedeker
    
    March 12, 2010Director/s/ Francis J. EvanitskyFrancis J. Evanitsky
    
    March 12, 2010Director, President and Chief
Executive Officer/s/ Dale G. NaceDale G. Nace
    
    March 12, 2010Director/s/ Timothy I. HaviceTimothy I. Havice
    
    March 12, 2010Director




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/s/ Marshall L. HartmanMarshall L. Hartman
    
    March 12, 2010Director/s/ Robert K. Metz, Jr.Robert K. Metz, Jr.
    
    March 12, 2010Director/s/ Richard M. ScanlonRichard M. Scanlon, DMD
    
    March 12, 2010Director/s/ JoAnn N. McMinnJoAnn N. McMinn
    
    March 12, 2010Chief Financial Officer 
Principal Accounting Officer