- 1
-









- 2
-









- 3
-









- 4
-









- 5
-









- 6
-









- 7
-






SUMMARY OF SELECTED CONSOLIDATED
FINANCIALDATA
 (dollars
in thousands except per share data & offices)




Year
              Ended
            
            
            Year
              Ended
            
            
            Year
              Ended
            
            
            Year
              Ended
            
            
            Year
              EndedDec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005
            
            
            Dec
      2004
            
            
            Dec
      2003Selected
      Balance Sheet Data:Total
      assets
            
            $
            908,806
            
            
            $
            904,467
            
            
            $
            850,786
            
            
            $
            868,207
            
            
            $
            853,328Cash
      and due from banks
            
            
            40,552
            
            
            
            106,063
            
            
            
            53,736
            
            
            
            52,320
            
            
            
            34,178Loans
      held for sale
            
            
            7,112
            
            
            
            6,925
            
            
            
            4,795
            
            
            
            2,617
            
            
            
            6,272Securities
      available for sale
            
            
            62,306
            
            
            
            56,887
            
            
            
            123,351
            
            
            
            124,790
            
            
            
            123,638Securities
      held to maturity
            
            
            1,557
            
            
            
            1,635
            
            
            
            1,806
            
            
            
            1,779
            
            
            
            1,828Portfolio
      loans, net
            
            
            742,874
            
            
            
            675,662
            
            
            
            608,688
            
            
            
            629,490
            
            
            
            630,672Deposits
            
            
            707,551
            
            
            
            727,159
            
            
            
            655,314
            
            
            
            640,181
            
            
            
            588,666Borrowings
            
            
            114,833
            
            
            
            84,131
            
            
            
            101,041
            
            
            
            139,899
            
            
            
            169,162Shareholders'
      equity
            
            
            67,454
            
            
            
            71,281
            
            
            
            73,038
            
            
            
            77,364
            
            
            
            84,022Selected
      Operations Data:Total
      interest income
            
            $
            55,201
            
            
            $
            50,355
            
            
            $
            44,976
            
            
            $
            42,746
            
            
            $
            45,602Total
      interest expense
            
            
            27,661
            
            
            
            24,644
            
            
            
            19,817
            
            
            
            19,159
            
            
            
            22,264Net
      interest income
            
            
            27,540
            
            
            
            25,711
            
            
            
            25,159
            
            
            
            23,587
            
            
            
            23,338Provision
      for loan losses
            
            
            1,361
            
            
            
            850
            
            
            
            808
            
            
            
            1,770
            
            
            
            1,268Net
      interest income after provision for loan losses
            
            
            26,179
            
            
            
            24,861
            
            
            
            24,351
            
            
            
            21,817
            
            
            
            22,070Gain
      on sale of loans
            
            
            1,497
            
            
            
            1,430
            
            
            
            1,539
            
            
            
            2,651
            
            
            
            7,628Loss
      on sale of securities
            
            
            -
            
            
            
            (1,956
            )
            
            
            -
            
            
            
            -
            
            
            
            (83
            )Gain
      on sale of mortgage servicing
            
            
            -
            
            
            
            1,957
            
            
            
            -
            
            
            
            -
            
            
            
            -Other
      non interest income
            
            
            11,357
            
            
            
            10,872
            
            
            
            9,684
            
            
            
            7,767
            
            
            
            7,133Non
      interest expenses
            
            
            29,774
            
            
            
            27,906
            
            
            
            26,503
            
            
            
            24,528
            
            
            
            22,085Income
      before income taxes
            
            
            9,259
            
            
            
            9,258
            
            
            
            9,071
            
            
            
            7,707
            
            
            
            14,663Income
      tax provision
            
            
            3,136
            
            
            
            2,817
            
            
            
            2,969
            
            
            
            2,544
            
            
            
            5,020Net
      Income
            
            $
            6,123
            
            
            $
            6,441
            
            
            $
            6,102
            
            
            $
            5,163
            
            
            $
            9,643Basic
      earnings per common share
            
            $
            1.75
            
            
            $
            1.74
            
            
            $
            1.57
            
            
            $
            1.25
            
            
            $
            2.26Diluted
      earnings per common share
            
            $
            1.72
            
            
            $
            1.70
            
            
            $
            1.53
            
            
            $
            1.21
            
            
            $
            2.15Cash
      dividends per share
            
            $
            0.80
            
            
            $
            0.79
            
            
            $
            0.75
            
            
            $
            0.75
            
            
            $
            0.70Selected
      Financial and Statistical Data:Return
      on average assets
            
            
            0.70
            %
            
            
            0.75
            %
            
            
            0.71
            %
            
            
            0.60
            %
            
            
            1.10
            %Return
      on average shareholders' equity
            
            
            8.88
            %
            
            
            9.00
            %
            
            
            8.19
            %
            
            
            6.50
            %
            
            
            11.95
            %Interest
      rate spread during the period
            
            
            3.38
            %
            
            
            3.24
            %
            
            
            3.19
            %
            
            
            2.97
            %
            
            
            2.84
            %Net
      interest margin on average earning assets
            
            
            3.45
            %
            
            
            3.29
            %
            
            
            3.22
            %
            
            
            3.00
            %
            
            
            2.91
            %Average
      shareholders' equity to average assets
            
            
            7.89
            %
            
            
            8.31
            %
            
            
            8.68
            %
            
            
            9.17
            %
            
            
            9.20
            %Efficiency
      ratio
            
            
            71.26
            %
            (1)
            
            73.41
            %
            
            
            72.85
            %
            
            
            72.13
            %
            
            
            58.09
            %Nonperforming
      loans to total loans
            
            
            1.51
            %
            
            
            0.54
            %
            
            
            0.70
            %
            
            
            2.01
            %
            
            
            0.60
            %Nonperforming
      assets to total assets
            
            
            1.29
            %
            
            
            0.46
            %
            
            
            0.54
            %
            
            
            1.71
            %
            
            
            0.66
            %Loss
      allowance to nonperforming loans
            
            
            60.87
            %
            
            
            175.90
            %
            
            
            155.78
            %
            
            
            61.23
            %
            
            
            193.11
            %Loss
      allowance to total loans
            
            
            0.92
            %
            
            
            0.95
            %
            
            
            1.09
            %
            
            
            1.23
            %
            
            
            1.16
            %Dividend
      payout ratio
            
            
            45.30
            %
            
            
            45.23
            %
            
            
            47.67
            %
            
            
            59.22
            %
            
            
            31.08
            %Loan
      servicing portfolio
            
            $
            54,283
            
            
            $
            36,977
            
            
            $
            588,503
            
            
            $
            605,040
            
            
            $
            611,636Allowance
      for loan losses
            
            $
            6,972
            
            
            $
            6,598
            
            
            $
            6,753
            
            
            $
            7,864
            
            
            $
            7,506Number
      of full service offices
            
            
            20
            
            
            
            19
            
            
            
            19
            
            
            
            18
            
            
            
            18





(1) 
Non interest expense as a percentage of the sum of net interest income and non
interest income, excluding one time expense items related to a pre-tax charge of
$788,000 related to a separation agreement with a former executive vice
president of the Bank and the Company and a $200,000 write-down of the Company’s
former operations building.




- 8
-





QUARTERLY
RESULTS OF OPERATIONS


(dollars
in thousands except share data)





The
following table presents certain selected unaudited data relating to results of
operations for the three month periods ending on the dates
indicated.





Fiscal
      Year Ended December 31, 2007 (Three months ended)
                
                Mar
      31
                  2007
                
                
                Jun
      30
                  2007
                
                
                Sep
      30
                  2007
                
                
                Dec
      31
                  2007Total
      interest income
                
                $
                13,441
                
                
                $
                13,653
                
                
                $
                14,063
                
                
                $
                14,044Total
      interest expense
                
                
                6,638
                
                
                
                6,797
                
                
                
                7,101
                
                
                
                7,125Net
      interest income
                
                
                6,803
                
                
                
                6,856
                
                
                
                6,962
                
                
                
                6,919Provision
      for loan losses
                
                
                280
                
                
                
                223
                
                
                
                286
                
                
                
                572Net
      interest income after provision for loan losses
                
                
                6,523
                
                
                
                6,633
                
                
                
                6,676
                
                
                
                6,347Non
      interest income
                
                
                2,907
                
                
                
                3,216
                
                
                
                3,344
                
                
                
                3,387Non
      interest expenses
                
                
                7,798
                
                
                
                7,303
                
                
                
                7,357
                
                
                
                7,316Income
      before income taxes
                
                
                1,632
                
                
                
                2,546
                
                
                
                2,663
                
                
                
                2,418Income
      tax provision
                
                
                543
                
                
                
                855
                
                
                
                962
                
                
                
                776Net
      Income
                
                $
                1,089
                
                
                $
                1,691
                
                
                $
                1,701
                
                
                $
                1,642Basic
      earnings per common share
                
                $
                0.30
                
                
                $
                0.48
                
                
                $
                0.49
                
                
                $
                0.48Diluted
      earnings per common share
                
                $
                0.30
                
                
                $
                0.47
                
                
                $
                0.48
                
                
                $
                0.47Cash
      dividends per share
                
                $
                0.200
                
                
                $
                0.200
                
                
                $
                0.200
                
                
                $
                0.200Stock
      sales price range:  High (1)
                
                $
                29.50
                
                
                $
                29.64
                
                
                $
                29.19
                
                
                $
                27.00Low
                
                $
                27.61
                
                
                $
                28.30
                
                
                $
                26.26
                
                
                $
                22.57






Fiscal
      Year Ended December 31, 2006 (Three months ended)
            
            Mar
      31
              2006
            
            
            Jun
      30
              2006
            
            
            Sep
      30
              2006
            
            
            Dec
      31
              2006Total
      interest income
            
            $
            11,629
            
            
            $
            12,014
            
            
            $
            12,997
            
            
            $
            13,715Total
      interest expense
            
            
            5,302
            
            
            
            5,764
            
            
            
            6,602
            
            
            
            6,976Net
      interest income
            
            
            6,327
            
            
            
            6,250
            
            
            
            6,395
            
            
            
            6,739Provision
      for loan losses
            
            
            117
            
            
            
            220
            
            
            
            196
            
            
            
            317Net
      interest income after provision for loan losses
            
            
            6,210
            
            
            
            6,030
            
            
            
            6,199
            
            
            
            6,422Loss
      on sale of securities
            
            
            -
            
            
            
            -
            
            
            
            (1,956
            )
            
            
            -Gain
      on sale of mortgage servicing
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,957Other
      non interest income
            
            
            2,765
            
            
            
            3,275
            
            
            
            3,128
            
            
            
            3,134Non
      interest expenses
            
            
            6,702
            
            
            
            7,052
            
            
            
            6,888
            
            
            
            7,264Income
      before income taxes
            
            
            2,273
            
            
            
            2,253
            
            
            
            483
            
            
            
            4,249Income
      tax provision
            
            
            749
            
            
            
            713
            
            
            
            142
            
            
            
            1,213Net
      Income
            
            $
            1,524
            
            
            $
            1,540
            
            
            $
            341
            
            
            $
            3,036Basic
      earnings per common share
            
            $
            0.40
            
            
            $
            0.42
            
            
            $
            0.09
            
            
            $
            0.83Diluted
      earnings per common share
            
            $
            0.39
            
            
            $
            0.40
            
            
            $
            0.09
            
            
            $
            0.81Cash
      dividends per share
            
            $
            0.188
            
            
            $
            0.200
            
            
            $
            0.200
            
            
            $
            0.200Stock
      sales price range:  High (1)
            
            $
            26.98
            
            
            $
            28.56
            
            
            $
            28.50
            
            
            $
            28.55Low
            
            $
            24.92
            
            
            $
            26.60
            
            
            $
            26.00
            
            
            $
            26.90




(1) The
Company's common stock trades on the NASDAQ Global Market under the symbol
"HOMF."
 As of
December 31, 2007, the Company had 376 holders of record of its
shares.





- 9
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





FORWARD LOOKING
STATEMENTS


This
Annual Report contains statements, which constitute forward looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995.  These statements appear in a number of places in this Annual
Report and include statements regarding the intent, belief, outlook, estimate or
expectations of the Company (as defined below), its directors or its officers
primarily with respect to future events and the future financial performance of
the Company.  Readers of this Annual Report are cautioned that any
such forward looking statements are not guarantees of future events or
performance and involve risks and uncertainties, and that actual results may
differ materially from those in the forward looking statements as a result of
various factors.  The accompanying information contained in this
Annual Report identifies important factors that could cause such
differences.  These factors include changes in interest rates, loss of
deposits and loan demand to other financial institutions, substantial changes in
financial markets, changes in real estate values and the real estate market,
regulatory changes, changes in the financial condition of issuers of the
Company’s investments and borrowers, changes in the economic condition of the
Company’s market area, increases in compensation and employee expenses, or
unanticipated results in pending legal or regulatory proceedings.





The
following financial information presents an analysis of the asset and liability
structure of Home Federal Bancorp and a discussion of the results of operations
for each of the periods presented in the Annual Report as well as a discussion
of Home Federal Bancorp’s sources of liquidity and capital
resources.





HOLDING COMPANY
BUSINESS


Home
Federal Bancorp (the “Company") is organized as a bank holding company
authorized to engage in activities permissible for a financial holding company
and owns all of the outstanding capital stock of Indiana Bank and Trust Company
(the “Bank").  The business of the Bank and therefore, the Company, is
providing consumer and business banking services to certain markets in the
south-central portions of the state of Indiana.  The Bank does
business through 20 full service banking offices.





GENERAL


The
Company's earnings in recent years reflect the fundamental changes that have
occurred in the regulatory, economic and competitive environment in which
commercial banks operate.  The Company's earnings are primarily
dependent upon its net interest income.  Interest income is a function
of the average balances of loans and investments outstanding during a given
period and the average yields earned on such loans and
investments.  Interest expense is a function of the average amount of
deposits and borrowings outstanding during the same period and the average rates
paid on such deposits and borrowings.  Net interest income is the
difference between interest income and interest expense.





The
Company is subject to interest rate risk to the degree that its interest-bearing
liabilities, primarily deposits and borrowings with short- and medium-term
maturities, mature or reprice more rapidly, or on a different basis, than its
interest-earning assets.  While having liabilities that mature or
reprice more frequently on average than assets should be beneficial in times of
declining interest rates, such an asset/liability structure should result in
lower net income or net losses during periods of rising interest rates, unless
offset by other factors such as non interest income.  The Company's
net income is also affected by such factors as fee income and gains or losses on
sale of loans.





OVERVIEW


In
reviewing the Company’s performance in 2007, several factors contributed to the
results for the year.  The Company continued to focus on restructuring
the balance sheet and increasing fee income.  During 2007, the Company
focused on generating higher yielding commercial and commercial real estate
loans while decreasing balances of residential mortgage loans and indirect auto
loans.  As a result, commercial and commercial real estate loans
increased $55.8 million and $41.6 million, respectively, while residential
mortgage loans and consumer loans decreased $23.5 million and $7.1 million,
respectively.  During 2007, the Company also focused on managing the
cost of funds through attracting retail deposits at competitive rates and
shifting the mix of wholesale funding.  Total retail deposits for 2007
decreased $5.2 million.  The decrease in retail deposits was primarily
the result of a decrease in public fund checking account balances of $25.2
million.  The Company had a few public fund customers with unusually
high balances at the end of 2006. The reduction in the balances of these public
fund accounts at year end 2007 contributed to the reduction in retail deposit
balances.  All other retail deposit categories in total increased
$20.0 million including growth of $7.2 million in certificates of deposit and
growth of $20.2 million in money market accounts.  The Company also
had shifts in its wholesale funding as brokered deposits decreased $13.2 million
and FHLB advances increased $30.7 million.  As a result of the balance
sheet restructuring, the rate paid on interest bearing liabilities increased by
32 basis points during 2007 while the yield on interest earning assets increased
by 46 basis points.  The Company’s net interest margin increased 16
basis points to 3.45% for 2007.





Total non
interest income increased $551,000 in 2007 due primarily to increases in
investment advisory revenue and deposit fees.  Investment advisory
revenue increased $511,000, or 37.5%, for the year due to increased production
in established markets and the mid year acquisition of a book of business
located on the south side of Indianapolis.  Deposit fees increased
$450,000, or 7.4%, for the year due to the continued growth in fees associated
with an overdraft privilege product and interchange fees related to increased
debit card usage.





Total non
interest expenses increased $1.9 million for 2007 and included a pre-tax charge
of $788,000 related to a separation agreement with a former executive vice
president of the Bank and the Company and a $200,000 write-down of the Company’s
former operations building, which was classified as held for sale.





- 10
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





The
write-down represented the entire remaining book value of the building which was
subsequently donated to a local non profit organization.  Compensation
expense increased $526,000 due to additional brokerage commission costs which
resulted from increased revenue; normal annual salary increases; and the
investment in additional commercial credit staff.





In 2008
and subsequent years, the Company faces several challenges.  The major
challenges for 2008 are expected to be related to net interest margin, deposit
growth and asset quality.  With 2008 beginning with substantial
decreases in interest rates, the Company will be challenged to maintain current
levels of net interest margin.  As mentioned earlier, declining
interest rates generally have a positive short term impact on the Company’s net
interest margin.  However, the sharp decline in interest rates early
in 2008 along with the inverted yield curve are likely to result in unusually
sharp declines in yields on interest earning assets due to the refinancing of
fixed rate loans.  As loan yields decline and competitive pressures on
deposit rates remain strong, the Company’s net interest margin is expected to
experience a decline in 2008.  As mentioned, competitive pressures on
deposit rates along with the significant reduction in rates being paid to
deposit customers are expected to make deposit growth a
challenge.  The Company implemented enhanced commercial cash
management products and services during the second half of 2007 in an effort to
promote commercial deposit balance and fee income growth during
2008.  Asset quality should be an area of focus and is likely to be a
challenge for all banks during the year due, in part, to the national
economy.  During 2006 and 2007, the Company’s commercial and
commercial real estate portfolio grew $163.6 million.  Commercial and
commercial real estate loans are generally more risky than consumer
loans.  In an effort to manage the higher risk profile of the current
loan portfolio, the Company has added a new Chief Credit Officer, experienced
commercial credit analysts and in-house commercial loan review personnel to
monitor the growth in commercial lending.





ASSET/LIABILITY
MANAGEMENT


The
Company follows a program designed to decrease its vulnerability to material and
prolonged increases in interest rates.  This strategy includes 1)
selling certain longer term, fixed rate loans from its portfolio; 2) increasing
the origination of adjustable rate loans; 3) improving its interest rate gap by
increasing the interest rate sensitivity by shortening the maturities of its
interest-earning assets and extending the maturities of its interest-bearing
liabilities; and 4) increasing its non interest income.





A
significant part of the Company's program of asset and liability management has
been the increased emphasis on the origination of adjustable rate and/or
short-term loans, which include adjustable rate residential construction loans,
commercial loans, and consumer-related loans.  The Company continues
to originate fixed rate residential mortgage loans.  However,
management’s strategy is to sell substantially all residential mortgage loans
that the Company originates.  The Company sells the servicing on
mortgage loans sold, thereby increasing non interest income.  The
proceeds of these loan sales are used to reinvest in other interest-earning
assets or to repay wholesale borrowings.





The
Company continues to assess methods to stabilize interest costs and match the
maturities of liabilities to assets.  Customer preference for short
term certificates of deposit and promotional rate transaction accounts has
resulted in shorter maturities for retail deposits.  Retail deposit
specials are competitively priced to attract deposits in the Company’s market
area.  However, when retail deposit funds become unavailable due to
competition, the Company employs FHLB advances and brokered deposits to maintain
the necessary liquidity to fund lending operations.





The
Company applies early withdrawal penalties to protect the maturity and cost
structure of its deposits and utilizes longer term, fixed rate borrowings when
the cost and availability permit the proceeds of such borrowings to be invested
profitably.




- 11
-





MANAGEMENT'S
DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





INTERESTRATESPREAD


The
following table sets forth information concerning the Company's interest-earning
assets, interest-bearing liabilities, net interest income, interest rate spreads
and net yield on average interest-earning assets during the periods indicated
(including amortization of net deferred fees which are considered adjustments of
yields).  Average balance calculations were based on daily
balances.  (dollars in thousands)





Year Ended
            
            
            Year
      Ended
            
            
            Year
      EndedDec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Average
              Balance
            
            
            Interest
            
            
            Average
              Yield/Rate
            
            
            Average
              Balance
            
            
            Interest
            
            
            Average
              Yield/Rate
            
            
            Average
              Balance
            
            
            Interest
            
            
            Average
              Yield/RateAssets:Interest-earning
      assets:Residential
      mortgage loans
            
            $
            162,641
            
            
            $
            10,471
            
            
            
            6.44
            %
            
            $
            177,687
            
            
            $
            10,939
            
            
            
            6.16
            %
            
            $
            185,815
            
            
            $
            10,828
            
            
            
            5.83
            %Commercial
      mortgage loans
            
            
            240,682
            
            
            
            16,766
            
            
            
            6.97
            %
            
            
            215,633
            
            
            
            14,312
            
            
            
            6.64
            %
            
            
            217,251
            
            
            
            13,697
            
            
            
            6.30
            %Second
      and home equity loans
            
            
            101,787
            
            
            
            7,342
            
            
            
            7.21
            %
            
            
            96,104
            
            
            
            7,021
            
            
            
            7.31
            %
            
            
            82,416
            
            
            
            5,656
            
            
            
            6.86
            %Commercial
      loans
            
            
            180,187
            
            
            
            14,538
            
            
            
            8.07
            %
            
            
            126,282
            
            
            
            10,015
            
            
            
            7.93
            %
            
            
            105,550
            
            
            
            6,939
            
            
            
            6.57
            %Other
      consumer loans
            
            
            30,502
            
            
            
            2,280
            
            
            
            7.47
            %
            
            
            36,297
            
            
            
            2,659
            
            
            
            7.33
            %
            
            
            34,846
            
            
            
            2,490
            
            
            
            7.15
            %Securities
            
            
            60,991
            
            
            
            2,688
            
            
            
            4.41
            %
            
            
            105,604
            
            
            
            4,246
            
            
            
            4.02
            %
            
            
            131,046
            
            
            
            4,652
            
            
            
            3.55
            %Short-term
      investments
            
            
            22,417
            
            
            
            1,116
            
            
            
            4.98
            %
            
            
            23,459
            
            
            
            1,163
            
            
            
            4.96
            %
            
            
            23,299
            
            
            
            714
            
            
            
            3.06
            %Total
      interest-earning assets (1)
            
            
            799,207
            
            
            $
            55,201
            
            
            
            6.92
            %
            
            
            781,066
            
            
            $
            50,355
            
            
            
            6.46
            %
            
            
            780,223
            
            
            $
            44,976
            
            
            
            5.76
            %Allowance
      for loan losses
            
            
            (6,720
            )
            
            
            
            
            
            
            
            
            
            
            (6,696
            )
            
            
            
            
            
            
            
            
            
            
            (7,408
            )Cash
      and due from banks
            
            
            19,511
            
            
            
            
            
            
            
            
            
            
            
            22,996
            
            
            
            
            
            
            
            
            
            
            
            25,343Bank
      premises and equipment
            
            
            16,765
            
            
            
            
            
            
            
            
            
            
            
            17,568
            
            
            
            
            
            
            
            
            
            
            
            16,632Other
      assets
            
            
            45,474
            
            
            
            
            
            
            
            
            
            
            
            47,853
            
            
            
            
            
            
            
            
            
            
            
            42,957Total
      assets
            
            $
            874,237
            
            
            
            
            
            
            
            
            
            
            $
            862,787
            
            
            
            
            
            
            
            
            
            
            $
            857,747LiabilitiesInterest-bearing
      liabilities:Deposits:Transaction
      accounts
            
            $
            371,145
            
            
            $
            7,630
            
            
            
            2.06
            %
            
            $
            360,133
            
            
            $
            6,574
            
            
            
            1.83
            %
            
            $
            340,964
            
            
            $
            2,981
            
            
            
            0.87
            %Certificate
      accounts
            
            
            318,541
            
            
            
            15,029
            
            
            
            4.72
            %
            
            
            307,608
            
            
            
            12,805
            
            
            
            4.16
            %
            
            
            306,789
            
            
            
            10,284
            
            
            
            3.35
            %FHLB
      advances
            
            
            77,028
            
            
            
            3,884
            
            
            
            5.04
            %
            
            
            83,157
            
            
            
            4,284
            
            
            
            5.15
            %
            
            
            108,525
            
            
            
            5,743
            
            
            
            5.29
            %Other
      borrowings
            
            
            15,588
            
            
            
            1,118
            
            
            
            7.17
            %
            
            
            15,100
            
            
            
            981
            
            
            
            6.50
            %
            
            
            14,346
            
            
            
            809
            
            
            
            5.64
            %Total
      interest-bearing liabilities
            
            
            782,302
            
            
            $
            27,661
            
            
            
            3.54
            %
            
            
            765,998
            
            
            $
            24,644
            
            
            
            3.22
            %
            
            
            770,624
            
            
            $
            19,817
            
            
            
            2.57
            %Other
      liabilities
            
            
            22,976
            
            
            
            
            
            
            
            
            
            
            
            24,101
            
            
            
            
            
            
            
            
            
            
            
            11,020Total
      liabilities
            
            
            805,278
            
            
            
            
            
            
            
            
            
            
            
            790,099
            
            
            
            
            
            
            
            
            
            
            
            781,644Total
      shareholders’ equity
            
            
            68,959
            
            
            
            
            
            
            
            
            
            
            
            72,688
            
            
            
            
            
            
            
            
            
            
            
            76,103Total
      Liabilities and Shareholders’ Equity
            
            $
            874,237
            
            
            
            
            
            
            
            
            
            
            $
            862,787
            
            
            
            
            
            
            
            
            
            
            $
            857,747Net
      Interest Income
            
            
            
            
            
            $
            27,540
            
            
            
            
            
            
            
            
            
            
            $
            25,711
            
            
            
            
            
            
            
            
            
            
            $
            25,159Net
      Interest Rate Spread
            
            
            
            
            
            
            
            
            
            
            3.38
            %
            
            
            
            
            
            
            
            
            
            
            3.24
            %
            
            
            
            
            
            
            
            
            
            
            3.19
            %Net
      Earning Assets
            
            $
            16,905
            
            
            
            
            
            
            
            
            
            
            $
            15,068
            
            
            
            
            
            
            
            
            
            
            $
            9,599Net
      Interest Margin (2)
            
            
            
            
            
            
            
            
            
            
            3.45
            %
            
            
            
            
            
            
            
            
            
            
            3.29
            %
            
            
            
            
            
            
            
            
            
            
            3.22
            %Average
      Interest-earningAssets
      to AverageInterest-bearing
      Liabilities
            
            
            102.16
            %
            
            
            
            
            
            
            
            
            
            
            101.97
            %
            
            
            
            
            
            
            
            
            
            
            101.25
            %





(1)
            Average
      balances are net of non-performing
loans.


(2)
            Net
      interest income divided by the average balance of interest-earning
      assets.





- 12
-




MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





RATE/VOLUME ANALYSIS


The
following table sets forth the changes in the Company's interest income and
interest expense resulting from changes in interest rates and changes in the
volume of interest-earning assets and interest-bearing
liabilities.  Changes not solely attributable to volume or rate
changes have been allocated in proportion to the changes due to volume or
rate.  (dollars in thousands)








Year Ended
            
            
            Year
      EndedDec 2007 vs. Dec
      2006
            
            
            Dec
      2006 vs. Dec 2005Increase/(Decrease)
            
            
            Increase/(Decrease)Due to
              Rate
            
            
            Due to
              Volume
            
            
            Total
              Change
            
            
            Due
      to
              Rate
            
            
            Due
      to
              Volume
            
            
            Total
              ChangeInterest
      Income on Interest-Earning Assets:Residential
      mortgage loans
            
            $
            552
            
            
            $
            (1,020
            )
            
            $
            (468
            )
            
            $
            495
            
            
            $
            (384
            )
            
            $
            111Commercial
      mortgage loans
            
            
            734
            
            
            
            1,720
            
            
            
            2,454
            
            
            
            716
            
            
            
            (101
            )
            
            
            615Second
      and home equity loans
            
            
            (88
            )
            
            
            409
            
            
            
            321
            
            
            
            382
            
            
            
            983
            
            
            
            1,365Commercial
      loans
            
            
            177
            
            
            
            4,346
            
            
            
            4,523
            
            
            
            1,576
            
            
            
            1,500
            
            
            
            3,076Other
      consumer loans
            
            
            55
            
            
            
            (434
            )
            
            
            (379
            )
            
            
            64
            
            
            
            105
            
            
            
            169Securities
            
            
            459
            
            
            
            (2,017
            )
            
            
            (1,558
            )
            
            
            876
            
            
            
            (1,282
            )
            
            
            (406
            )Short-term
      investments
            
            
            5
            
            
            
            (52
            )
            
            
            (47
            )
            
            
            444
            
            
            
            5
            
            
            
            449Total
            
            
            1,894
            
            
            
            2,952
            
            
            
            4,846
            
            
            
            4,553
            
            
            
            826
            
            
            
            5,379Interest
      Expense on Interest-Bearing Liabilities:Deposits:Transaction
      accounts
            
            
            850
            
            
            
            206
            
            
            
            1,056
            
            
            
            3,416
            
            
            
            177
            
            
            
            3,593Certificate
      accounts
            
            
            1,756
            
            
            
            468
            
            
            
            2,224
            
            
            
            2,494
            
            
            
            27
            
            
            
            2,521FHLB
      advances
            
            
            (89
            )
            
            
            (311
            )
            
            
            (400
            )
            
            
            (148
            )
            
            
            (1,311
            )
            
            
            (1,459
            )Other
      borrowings
            
            
            104
            
            
            
            33
            
            
            
            137
            
            
            
            127
            
            
            
            45
            
            
            
            172Total
            
            
            2,621
            
            
            
            396
            
            
            
            3,017
            
            
            
            5,889
            
            
            
            (1,062
            )
            
            
            4,827Net
      Change in Net Interest Income
            
            $
            (727
            )
            
            $
            2,556
            
            
            $
            1,829
            
            
            $
            (1,336
            )
            
            $
            1,888
            
            
            $
            552





- 13
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





RESULTS OF
OPERATIONS


Comparison
of Year Ended December 31, 2007 and Year Ended December 31, 2006:





General


The
Company reported net income of $6.1 million for the year ended December 31,
2007.  This compared to net income of $6.4 million for the year ended
December 31, 2006, representing a decrease of $318,000, or 4.9%.





Net Interest Income


Net
interest income increased $1.8 million, or 7.1%, for the year ended December 31,
2007, compared to the year ended December 31, 2006.  The increase in
net interest income was primarily due to the changing mix of the Company’s
interest-earning assets and interest-bearing liabilities.  Total
interest income for the year ended December 31, 2007, increased $4.8 million, or
9.6%, as compared to the year ended December 31, 2006.  The increase
in interest income was a result of two factors: 1) the $18.2 million increase in
average earning assets for 2007 compared to 2006 and 2) the 46 basis point
increase in yield on interest-earning assets for the same period.  The
yield on interest-earning assets increased during 2007 primarily due to a shift
away from lower yielding residential mortgages into higher yielding commercial
and commercial real estate loans.  Total interest expense for the year
ended December 31, 2007 increased $3.0 million, or 12.2%, as compared to the
year ended December 31, 2006.  The increase was due primarily to the
changing mix of interest bearing liabilities as certificates of deposit and
money market accounts increased $7.2 million and $20.2 million, respectively,
while lower rate interest bearing checking accounts decreased $25.4 million for
the year.    As a result of the mix shift noted above, the
rate paid on interest-bearing liabilities increased 32 basis
points.  The Company was able to increase its net interest margin 16
basis points to 3.45% for 2007.





Provision for Loan
Losses


Provision
for loan losses was $1.4 million for the year ended December 31, 2007, an
increase of $511,000 from $850,000 in 2006.  The provision for loan
losses increased during 2007 due to increases in the loan portfolio and an
increase in the Company’s non performing assets.  In addition, the
Company considered negative national economic conditions and the impact on the
Company’s local markets and its customers.  Commercial and commercial
real estate growth has occurred primarily in the Indianapolis market over the
past two years.  This in-market commercial loan growth has been
generated by commercial lending officers with significant experience in the
Indianapolis market.  Much of the loan growth has come from customer
relationships that have been maintained by the commercial officers for a number
of years.  Based on the Company’s knowledge of the Indianapolis market
and the commercial lending officers’ knowledge of the customers, management has
assessed the risk related to the commercial loan growth to be consistent with
historical risks for similar loans in the Company’s commercial loan
portfolio.  Loss trends within the loan portfolio for 2007 were
consistent with historical loss trends.  Net charge offs for 2007 were
$987,000 compared to $1.0 million for 2006.  Based on the composition
of the loan portfolio, management believes that historical loss trends continue
to be an indication of probable loss exposure.  Non-performing assets
to total assets increased to 1.29% at December 31, 2007 from .46% at December
31, 2006, and non-performing loans to gross loans increased to 1.51% at December
31, 2007 from .54% at December 31, 2006.  The increase in these two
ratios is primarily the result of two commercial relationships totaling $6.1
million being added to non-performing loans in 2007.  Management
generally classifies problem assets and allocates a portion of the allowance for
loan losses prior to loans becoming non-performing assets.  During
2007, assets classified by management as special mention or substandard that
were not included in non-performing assets decreased $8.3
million.  Therefore, the shift from internally classified problem
assets to non-performing assets during 2007 did not result in a significant
change in the provision for loan losses as similar loss allocations were
required for non-performing assets as compared to internally classified problem
assets.  During 2007, the banking industry experienced increasing
trends in problem assets and credit losses which resulted from weakening
national economic trends and a decline in housing values.  As a
result, local markets were impacted in varying degrees by the national
trends.  The Company’s local market footprint was impacted by the slow
down in the housing sector and the decline in housing
values.  However, the local markets in the Company’s footprint were
aided by diversified industry as well as the positive impact of new jobs created
from existing employers or new projects.  As a result, management
determined that a slight increase in the provision for loan losses related to
national and local economic factors was appropriate.





Non Interest Income


Non
interest income increased $551,000, or 4.5%, for the year.  The net
increase in non interest income for 2007 was due primarily to increases in
investment advisory fees and deposit fees partially offset by a decrease in loan
servicing income, net of impairments.  Investment advisory revenue
increased $511,000, or 37.5%, for the year due to increased production in
established markets and the mid year acquisition of a book of business located
on the south side of Indianapolis.  Deposit fees increased $450,000,
or 7.4%, for the year due to the continued growth in fees associated with an
overdraft privilege product and interchange fees related to increased debit card
usage.  The increases listed above were partially offset by a decrease
in loan servicing income, net of impairments.  Loan servicing income,
net of impairments decreased $662,000 for the year due to the sale of the
Company’s mortgage servicing portfolio and the corresponding mortgage servicing
rights in the fourth quarter of 2006.  As a result of the sale of the
mortgage servicing portfolio, the Company had decreases in fee income associated
with the mortgage servicing portfolio including reductions in servicing fees and
complementary fees such as insurance revenue and late charge fee
income.





Non Interest
Expenses


Non interest expenses totaled $29.8
million for the year ended December 31, 2007, an increase of $1.9 million, or
6.7%, compared to the year ended December 31, 2006.  The expense
increases were primarily related to increases in miscellaneous expenses and
compensation and employee benefits expenses.Miscellaneous
expense increased $1.2 million due to a first quarter charge associated with a
separation agreement with a former executive vice president of





- 14
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





the Bank
and the Company of $788,000, as well as the $200,000 write-down of the Company’s
former operations building, which was subsequently donated to a local non profit
organization.  Other non interest expense increases included
$100,000 in professional fees primarily due to additional legal and accounting
expenses incurred to address new proxy disclosure requirements and new
accounting pronouncements.





The
$526,000 increase in compensation and employee benefits was a result of
additional salary and incentive compensation expense for the new commercial
lending and commercial credit staff in Indianapolis, additional commission costs
associated with increased investment advisory service fees and normal annual
salary increases. Additionally,
in 2006, the Company reduced its vacation accrual $260,000 pursuant to a change
in vacation policy.





Income Taxes


Income
tax expense totaled $3.1 million for the year ended December 31, 2007, an
increase of $319,000, or 11.3%, compared to the year ended December 31,
2006.  During 2006, the Company’s effective tax rate was reduced due
to the sale of available for sale securities which reduced the state
apportionment factor for Indiana during the year.  As a result, the
Company’s effective tax rate increased to 33.9% in 2007 compared to 30.4% in
2006.





RESULTS OF
OPERATIONS


Comparison
of Year Ended December 31, 2006 and Year Ended December 31, 2005:





General


The
Company reported net income of $6.4 million for the year ended December 31,
2006.  This compared to net income of $6.1 million for the year ended
December 31, 2005, representing an increase of $339,000, or 5.6%.





Net Interest Income


Net
interest income increased $552,000, or 2.2%, for the year ended December 31,
2006, compared to the year ended December 31, 2005.  The increase in
net interest income was primarily due to the changing mix of the Company’s
interest-earning assets and interest-bearing liabilities.  Total
interest income for the year ended December 31, 2006, increased $5.4 million, or
12.0%, as compared to the year ended December 31, 2005.  The average
balance of total interest-earning assets increased $843,000 for the year, and
the yield on interest-earning assets increased 70 basis points for the
year.  The majority of the increase in interest income was a result of
the increased yield on interest-earning assets.  The yield on
interest-earning assets increased during 2006 due to the impact of rising
interest rates during the year along with a shift away from lower yielding
investment securities into higher yielding commercial and commercial real estate
loans.  Total interest expense for the year ended December 31, 2006
increased $4.8 million, or 24.4%, as compared to the year ended December 31,
2005.  The increase was due primarily to the impact of rising interest
rates during the year.  During periods of rising interest rates, banks
generally see rates on interest-bearing liabilities increase more rapidly than
rates on interest-earning assets.  However, during 2006, growth in
generally lower cost retail deposits provided funding for loan growth and funds
to repay generally higher cost wholesale funding sources.  The
continued growth in checking and money market accounts increased the balance of
interest-bearing transaction accounts $45.0 million while retail certificates of
deposit increased $31.0 million for the year.  The increase in retail
deposits was used to pay down higher costing FHLB borrowings, which decreased
$18.0 million during the year ended December 31, 2006.    As
a result of the mix shift noted above along with rising interest rates during
the year, the yield on interest-earning assets increased 70 basis points for the
year while the rate paid on interest-bearing liabilities increased 65 basis
points.  The Company was able to increase its net interest margin 7
basis points to 3.29% for 2006.





Provision for Loan
Losses


Provision
for loan losses was $850,000 for the year ended December 31, 2006, an increase
of $42,000 from $808,000 in 2005.  In spite of the growth during 2006
in normally higher risk commercial loans, the Company was able to retain the
provision for loan losses at a level comparable to the prior year due to
improved credit quality ratios.  Non-performing assets to total assets
decreased to .46% at December 31, 2006 from .54% at December 31, 2005, and
nonperforming loans to gross loans decreased to .54% at December 31, 2006 from
..70% at December 31, 2005.  Net charge offs for 2006 were $1.0 million
compared to $1.9 million for 2005.  The increase in charge offs during
2005 was primarily due to charge offs associated with two large problem
commercial loans.





Non Interest Income


Non
interest income increased $1.1 million, or 9.6%, for the year.  The
net increase in non interest income for 2006 was due primarily to increases in
deposit fees partially offset by a decrease in miscellaneous
income.  Total deposit fees increased $1.8 million, or 40.4%, for the
year due to the enhanced overdraft privilege product as well as an increase in
deposit accounts.  Investment advisory fees increased $238,000, or
21.2%, for the year due to increased production in established markets along
with brokerage production from a business acquired in the Indianapolis market
during November 2005.  The increases listed above were partially
offset by a decrease in miscellaneous income.  Miscellaneous income
decreased $689,000 for the year primarily due to a decrease of $473,000 in joint
venture partnership income.  The Company has historically been
involved in a limited number of real estate joint venture partnerships and the
revenue has decreased as the Company wound down the remaining
partnerships.  The Company divested of the three remaining real estate
joint venture partnerships during the fourth quarter of 2006.





During
2006, gain on sale of loans totaled $1.4 million representing a decrease of
$110,000, or 7.1%, compared to the prior year.  During the fourth
quarter of 2006, the Company recognized a gain of $2.0 million associated with
the sale of the Company’s mortgage servicing portfolio and the corresponding
mortgage servicing rights.  In conjunction with the decision to sell
the mortgage servicing portfolio, management began to sell residential mortgage
originations on a servicing released basis.





During
the third quarter of 2006, the Company recognized a loss of $2.0 million
associated with the sale of investment securities.  The Company chose
to sell the securities and recognize the loss to provide funding for anticipated
future loan growth.  At December 31, 2006, management has the intent
and ability to hold the remaining securities in an unrealized loss position to
recovery, which may be maturity.





- 15
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





Non Interest
Expenses


Non
interest expenses totaled $27.9 million for the year ended December 31, 2006, an
increase of $1.4 million, or 5.3%, compared to the year ended December 31,
2005.  The expense increases were primarily related to an increase in
compensation and employee benefits expense which increased $1.4 million for the
year.  The increase in compensation and employee benefits was a result
of additional salary and incentive compensation expense for the new commercial
lending and commercial credit staff in Indianapolis, additional commission costs
associated with increased investment advisory service fees and normal annual
salary increases.  This increase was partially offset by an adjustment
in the third quarter due to a change in the Company’s vacation policy resulting
in a $260,000 decrease in the vacation accrual.  Occupancy and
equipment expenses increased $229,000 due to the addition of the new commercial
loan office in .downtown Indianapolis and costs associated with the Company’s
new operations center.  Service bureau expense decreased $511,000 due
to renegotiated contracts with the current service
provider.  Marketing expense increased $158,000 due primarily to
additional amounts spent to more aggressively advertise and promote retail
deposit products during 2006.  Miscellaneous expenses increased
$129,000 due primarily to additional expenses of approximately $160,000
ancillary to the sale of the mortgage servicing portfolio.





Income Taxes


Income
tax expense totaled $2.8 million for the year ended December 31, 2006, a
decrease of $152,000, or 5.1%, compared to the year ended December 31,
2005.  The expense decrease was primarily related to the reduction to
the Company’s effective tax rate due to the impact of the sale of available for
sale securities resulting in a decrease to the state apportionment factor for
Indiana during the year.  The state tax impact of the securities sale
resulted in a reduction in the Company’s effective tax rate to 30.4% in 2006
compared to 32.7% in 2005.





FINANCIAL CONDITION


The
Company's total assets increased $4.3 million to $908.8 million at December 31,
2007, from $904.5 million at December 31, 2006.  Cash and due from
banks balances decreased $65.5 million during 2007.  The cash was used
to fund loan growth as total loans increased $67.6 million, or 9.9%, for the
year.  Commercial and commercial mortgage loans increased $97.4
million, or 25.7%, for the year.  The growth in commercial and
commercial mortgage loans was driven by growth from the Indianapolis market –
commercial and commercial mortgage loans in Indianapolis increased $84.7 million
during 2007.  Of the
commercial real estate loans, $19.6 million and $18.6 million were
collateralized by multi-family residential property at December 31, 2007 and
2006, respectively, $75.6 million and $43.7 million were collateralized by
property under construction at December 31, 2007 and 2006, respectively, and
$1.3 million and $403,000 were collateralized by unimproved land at December 31,
2007 and 2006, respectively.In May of 2006, in the
Indianapolis market, the Company staffed a commercial lending operation with two
senior lenders; the Company hired two additional commercial lenders, one in the
third quarter of 2006 and one in the first quarter of 2007.  This new
commercial lending operation led to the growth in this
market.  Residential mortgage balances decreased $23.5 million for the
year as the Company sells substantially all residential mortgage originations.
The Company's primary lending
area is south-central Indiana.  Virtually all of the Company's loans
originated and purchased are to borrowers located within the state of
Indiana.  Of the residential mortgages, $1.0 million and $1.1 million
were collateralized by unimproved land at December 31, 2007 and 2006,
respectively.The consumer loan balances decreased $7.1
million for the year because the Company no longer originates indirect auto
loans.





Premises
and equipment decreased $1.6 million during 2007 as the Company completed a sale
leaseback transaction involving four branch offices in the third quarter of
2007.  This transaction provided $3.6 million in cash to fund loan
growth.  The gain on sale of $1.9 million was deferred and will be
amortized into non interest income over the 15 year term of the
leases.





Total
retail deposits decreased $5.2 million, or .8%, for the year.  This
decrease is the result of a $25.2 million decrease in public funds checking
accounts as these balances were unusually high with a December 31, 2006 balance
of $77.8 million - compared to average yearly balances of $36.2 million and
$39.4 million for 2006 and 2007, respectively.  Other retail deposit
categories showed growth of $20.0 million for the year ended
2007.  This included growth of $20.2 million and $7.2 million in money
market and certificate of deposit accounts, respectively.  The Company
focused its advertising dollars related to deposits on money market and
certificate of deposit accounts in 2007.





Brokered
deposits decreased $13.2 million for the year due to maturities, while Federal
Home Loan Bank (FHLB) advances increased $30.7 million.  The increase
in advances was used to replace matured brokered deposit funds, and in the
fourth quarter of 2007, additional funds were acquired due to attractive advance
rates at the Indianapolis FHLB to fund anticipated loan growth in
2008.





As of
December 31, 2007, shareholders’ equity was $67.5 million, a decrease of $3.8
million compared to the prior year.  During 2007, the Company
repurchased 388,263 shares representing approximately 10.8% of shares
outstanding at the beginning of 2007 at a total cost of $11.0
million.





Fourth Quarter 2007
Results


The
Company had fourth quarter 2007 earnings of $1.6 million or $0.47 diluted
earnings per common share compared to earnings of $3.0 million or $0.81 diluted
earnings per common share for the fourth quarter of 2006.   The
Company’s net income for the fourth quarter of 2006 included a pre-tax gain of
$2.0 million resulting from the sale of its mortgage servicing portfolio and the
related mortgage servicing rights.  Net interest income increased
$180,000, or 2.7%, to $6.9 million for the fourth quarter of
2007.  Net interest margin increased 4 basis points to 3.38% for the
quarter compared to the same quarter of the prior year.  Non interest
income, excluding the one time 2006 fourth quarter gain on sale of the mortgage
servicing portfolio, increased $253,000, or 8.1%, for the fourth
quarter.  The increase in non interest income for the fourth quarter
was due primarily to increases in investment advisory service fees related to
the Company’s purchase of a brokerage book of business in the second quarter of
2007.  Non interest expenses remained relatively stable increasing
$52,000, or 0.7%, for the





- 16
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





fourth
quarter.  Miscellaneous expenses were $1.4 million for the quarter
ended December 31, 2007 compared to $1.5 million for the same quarter of
2006.  The decrease of $105,000 related to expenses incurred ancillary
to the sale of the mortgage servicing portfolio in December of
2006.  Marketing expenses increased $90,000 due to the end of year
timing of various marketing initiatives.





INTERESTRATESENSITIVITY


Interest
rate risk is the exposure to adverse changes in net interest income due to
changes in interest rates.  Interest rate sensitivity for the Company
is a result of repricing, option, and basis risks.  Repricing risk
represents timing mismatches in the Company’s ability to alter contractual rates
earned on financial assets or paid on liabilities in response to changes in
market interest rates.  For example, if interest-bearing liabilities
reprice or mature more quickly than interest-earning assets, an increase in
market rates could adversely affect net interest income.  Conversely,
if interest-bearing liabilities reprice or mature more quickly than
interest-earning assets, a decrease in market rates could positively affect net
interest income.  Option risk arises from embedded options present in
many financial instruments such as loan prepayment options and deposit early
withdrawal options.  These provide customers opportunities to take
advantage of directional changes in rates, which could have an adverse impact on
the Company’s net interest income.  Basis risk refers to the potential
for changes in the underlying relationship between market rates or indices,
which subsequently result in a narrowing of the spread earned on a loan or
investment relative to its cost of funds.





Net
interest income represents the Company’s principal component of
income.  Consistency of the Company’s net interest income is largely
dependent upon the effective management of interest rate risk.  The
Company has established risk measures, limits and policy guidelines in its
Interest Rate Risk Management Policy.  The responsibility for
management of interest rate risk resides with the Company’s Asset/Liability
Committee (“ALCO”), with oversight by the Board of Directors.  The
Company uses an earnings simulation analysis that measures the sensitivity of
net interest income to various interest rate movements.  The base-case
scenario is established using current interest rates.  The comparative
scenarios assume an immediate parallel shock in increments of 100 basis point
rate movements.  The interest rate scenarios are used for analytical
purposes and do not necessarily represent management’s view of future market
movements.  Rather, these are intended to provide a measure of the
degree of volatility interest rate movements may introduce into the earnings of
the Company.  Modeling the sensitivity of earnings to interest rate
risk is highly dependent on numerous assumptions embedded in the
model.  These assumptions include, but are not limited to,
management’s best estimates of the effect of changing interest rates on the
prepayment speeds of certain assets and liabilities, projections for activity
levels in each of the product lines offered by the Company and historical
behavior of deposit rates and balances in relation to changes in interest
rates.  These assumptions are inherently uncertain, and as a result,
the model cannot precisely measure net interest income or precisely predict the
impact of fluctuations in interest rates on net interest
income.  Actual results will differ from simulated results due to
timing, magnitude, and frequency of interest rate changes as well as changes in
market conditions. The Company’s 12-month net interest income sensitivity
profile as of fiscal year-end December 31, 2007 and December 31, 2006 is as
follows:





As
      Of
            
            Dec 2007
            
            
            Dec
      2006Changes
      in Rates
            
            Net Interest
              Income %
    Change
            
            
            Net
      Interest
              Income
      % Change
            
            
            Interest
      Rate
              Risk
      Management
              Policy
      Guidelines+
      300 basis points
            
            
            (10.84
            )
            
            
            1.75
            
            
            
            (20.00
            )+
      200 basis points
            
            
            (6.91
            )
            
            
            1.94
            
            
            
            (15.00
            )+
      100 basis points
            
            
            (3.58
            )
            
            
            1.36
            
            
            
            (7.50
            )-
      100 basis points
            
            
            3.47
            
            
            
            (1.77
            )
            
            
            (7.50
            )-
      200 basis points
            
            
            4.37
            
            
            
            (4.60
            )
            
            
            (15.00
            )-
      300 basis points
            
            
            2.40
            
            
            
            (8.15
            )
            
            
            (20.00
            )


- 17
-




MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





ASSET QUALITY


In
accordance with the Company's classification of assets policy, management
evaluates the loan and investment portfolio each month to identify assets that
may contain probable losses.  In addition, management evaluates the
adequacy of its allowance for loan losses.





NON-PERFORMING
ASSETS


The
following table sets forth information concerning non-performing assets of the
Company.  Real estate owned includes property acquired in settlement
of foreclosed loans that is carried at net realizable value.  (dollars
in thousands)





As
      Of
            
            Dec
      2007
            
            
            Dec
      2006
            
            
            Dec
      2005
            
            
            Dec
      2004
            
            
            Dec
      2003Non-accruing
      loans:Residential
      mortgage loans
            
            $
            2,284
            
            
            $
            1,637
            
            
            $
            1,656
            
            
            $
            1,249
            
            
            $
            832Commercial
      mortgage loans
            
            
            2,009
            
            
            
            413
            
            
            
            212
            
            
            
            5,633
            
            
            
            247Second
      and home equity loans
            
            
            466
            
            
            
            200
            
            
            
            308
            
            
            
            410
            
            
            
            591Commercial
      loans
            
            
            5,613
            
            
            
            490
            
            
            
            754
            
            
            
            2,094
            
            
            
            647Other
      consumer loans
            
            
            144
            
            
            
            112
            
            
            
            140
            
            
            
            149
            
            
            
            182Total
            
            
            10,516
            
            
            
            2,852
            
            
            
            3,070
            
            
            
            9,535
            
            
            
            2,49990
      days past due and still accruing loans:Residential
      mortgage loans
            
            
            64
            
            
            
            459
            
            
            
            456
            
            
            
            168
            
            
            
            1,125Commercial
      loans
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5Total
            
            
            64
            
            
            
            459
            
            
            
            456
            
            
            
            168
            
            
            
            1,130Troubled
      debt restructured
            
            
            874
            
            
            
            440
            
            
            
            809
            
            
            
            3,141
            
            
            
            258Total
      non-performing loans
            
            
            11,454
            
            
            
            3,751
            
            
            
            4,335
            
            
            
            12,844
            
            
            
            3,887Real
      estate owned
            
            
            311
            
            
            
            436
            
            
            
            271
            
            
            
            2,019
            
            
            
            1,739Total
      Non-Performing Assets
            
            $
            11,765
            
            
            $
            4,187
            
            
            $
            4,606
            
            
            $
            14,863
            
            
            $
            5,626Non-performing
      assets to total assets
            
            
            1.29
            %
            
            
            0.46
            %
            
            
            0.54
            %
            
            
            1.71
            %
            
            
            0.66
            %Non-performing
      loans to total loans
            
            
            1.51
            %
            
            
            0.54
            %
            
            
            0.70
            %
            
            
            2.01
            %
            
            
            0.60
            %Allowance
      for loan losses to non-performing loans
            
            
            60.87
            %
            
            
            175.90
            %
            
            
            155.78
            %
            
            
            61.23
            %
            
            
            193.11
            %





Total
non-performing assets increased $7.6 million to $11.8 million at December 31,
2007.  The increase was primarily the result of two commercial loan
relationships totaling $6.1 million which were transferred to non-accrual status
during 2007.  One commercial relationship is a manufacturing company
in southern Indiana totaling approximately $3.1 million which is secured by real
estate, inventory and equipment.  The other commercial relationship is
a residential land development loan on the south side of Indianapolis totaling
$3.0 million which is secured by partially developed land.  In
addition, non-accrual residential mortgage and second and home equity loans
increased $647,000 and $266,000, respectively.  In addition, at
December 31, 2007 and 2006, there were $12.2 million and $20.5 million,
respectively,  in current performing loans that were classified as
special mention or substandard for which potential weaknesses exist, which may
result in the future inclusion of such items in the non-performing
category.





ALLOWANCE FOR LOAN
LOSSES


The
provision for loan losses for the fiscal year ended December 31, 2007 was $1.4
million, which resulted in an allowance for loan losses balance of $7.0 million
as of December 31, 2007 as compared to $6.6 million as of December 31,
2006.  The allowance for loan losses as a percentage of total loans
decreased to 0.92% at December 31, 2007 from 0.95% at December 31,
2006.   During 2007, the loan portfolio increased $67.6 million
with the growth occurring in generally higher risk commercial
loans.  The increase in the allowance for loan losses reflects the
growth in the loan portfolio.





In
determining the appropriate balance in the allowance for loan losses, management
considered such factors as trends in the loan portfolio, historical loss trends,
levels of non-performing assets and the impact of the local and national
economy.  Commercial and commercial real estate growth has occurred
primarily in the Indianapolis market over the past two years.  This
in-market commercial loan growth has been generated by commercial lending
officers with significant experience in the Indianapolis market.  Much
of the loan growth has come from customer relationships that have been
maintained by the commercial officers for a number of years.  Based on
the Company’s knowledge of the Indianapolis market and the commercial lending
officers’ knowledge of the customers, management has assessed the risk related
to the commercial loan growth to be consistent with historical risks for similar
loans in the Company’s commercial loan portfolio.  Loss trends within
the loan portfolio for 2007 were consistent with historical loss
trends.  Based on the composition of the loan portfolio, management
believes that historical loss trends continue to be an indication of probable
loss exposure.  As explained under non-performing assets, levels of
non-performing assets have increased $7.6 million to $11.8 million at December
31, 2007.  Management generally classifies problem assets and
allocates a portion of the allowance for loan losses prior to loans becoming
non-performing assets.  During 2007, assets classified by management
as special mention or substandard that were not included in non-performing
assets decreased $8.3 million.  Therefore, the shift from internally
classified problem assets to non-performing assets during 2007 did not result in
a significant change in the allowance for loan losses as similar loss
allocations were required for non-performing assets as compared to internally
classified problem assets.  Management considered the potential impact
on loan losses related to national and local economic factors.  During
2007, the banking industry experienced increasing trends in problem assets and
credit losses which resulted from weakening national economic trends and a
decline in housing values.  As a result, local markets were impacted
in varying degrees by the national trends.  The Company’s local market
footprint was impacted by the slow down in the housing sector and the decline in
housing values.  However, the local markets in the Company’s footprint
were aided by diversified industry as well as the positive impact of new jobs
created from existing employers or





- 18
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





new
projects.  Many of the Company’s commercial real estate loans are
related to residential and commercial land development in the Indianapolis
market.  The commercial development has experienced only slight
declines as a result of the current economic trends due to the diversity of the
local market.  The residential land development in Indianapolis has
slowed as evidenced by decreasing new housing permits and values have declined
due to excess residential inventory.  The Company reviewed residential
land development projects in light of the current market conditions and noted
some deterioration as projects are not being completed as quickly as originally
anticipated and prices have declined slightly.  The Company has
limited exposure within the consumer and residential mortgage portfolio in
Indianapolis.  As a result, management determined that a slight
increase in the allowance for loan losses related to national and local economic
factors was appropriate.




The
following table sets forth an analysis of the allowance for loan losses.
(dollars in thousands)





As
      Of
            
            Dec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005
            
            
            Dec
      2004
            
            
            Dec
      2003Balance
      at beginning of period
            
            $
            6,598
            
            
            $
            6,753
            
            
            $
            7,864
            
            
            $
            7,506
            
            
            $
            7,172Provision
      for loan losses
            
            
            1,361
            
            
            
            850
            
            
            
            808
            
            
            
            1,770
            
            
            
            1,268Loan
      charge-offs:Residential
      mortgage loans
            
            
            (136
            )
            
            
            (84
            )
            
            
            (264
            )
            
            
            (88
            )
            
            
            (176
            )Commercial
      mortgage loans
            
            
            (7
            )
            
            
            -
            
            
            
            (893
            )
            
            
            (28
            )
            
            
            (60
            )Second
      and home equity loans
            
            
            (24
            )
            
            
            (67
            )
            
            
            (158
            )
            
            
            (136
            )
            
            
            (163
            )Commercial
      loans
            
            
            (691
            )
            
            
            (470
            )
            
            
            (422
            )
            
            
            (993
            )
            
            
            (255
            )Other
      consumer loans
            
            
            (608
            )
            
            
            (706
            )
            
            
            (311
            )
            
            
            (279
            )
            
            
            (425
            )Total
      charge-offs
            
            
            (1,466
            )
            
            
            (1,327
            )
            
            
            (2,048
            )
            
            
            (1,524
            )
            
            
            (1,079
            )Recoveries:Residential
      mortgage loans
            
            
            14
            
            
            
            14
            
            
            
            10
            
            
            
            16
            
            
            
            28Commercial
      mortgage loans
            
            
            1
            
            
            
            6
            
            
            
            42
            
            
            
            9
            
            
            
            -Second
      and home equity loans
            
            
            22
            
            
            
            2
            
            
            
            1
            
            
            
            2
            
            
            
            -Commercial
      loans
            
            
            177
            
            
            
            109
            
            
            
            26
            
            
            
            51
            
            
            
            65Other
      consumer loans
            
            
            265
            
            
            
            191
            
            
            
            50
            
            
            
            34
            
            
            
            52Total
      recoveries
            
            
            479
            
            
            
            322
            
            
            
            129
            
            
            
            112
            
            
            
            145Net
      charge-offs
            
            
            (987
            )
            
            
            (1,005
            )
            
            
            (1,919
            )
            
            
            (1,412
            )
            
            
            (934
            )Balance
      at End of Period
            
            $
            6,972
            
            
            $
            6,598
            
            
            $
            6,753
            
            
            $
            7,864
            
            
            $
            7,506Net
      charge-offs to average loans
            
            
            0.14
            %
            
            
            0.15
            %
            
            
            0.31
            %
            
            
            0.22
            %
            
            
            0.14
            %Allowance
      for loan losses to total loans
            
            
            0.92
            %
            
            
            0.95
            %
            
            
            1.09
            %
            
            
            1.23
            %
            
            
            1.16
            %





ALLOCATION OF THE ALLOWANCE FOR LOAN
LOSSES


The
following table indicates the portion of the allowance for loan loss management
has allocated to each loan type:  (dollars in thousands)





As
      Of
            
            Dec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005
            
            
            Dec
      2004
            
            
            Dec
      2003Residential
      mortgage loans
            
            $
            1,153
            
            
            $
            1,355
            
            
            $
            1,858
            
            
            $
            1,243
            
            
            $
            1,535Commercial
      mortgage loans
            
            
            1,541
            
            
            
            1,233
            
            
            
            1,718
            
            
            
            2,919
            
            
            
            1,839Second
      and home equity loans
            
            
            762
            
            
            
            640
            
            
            
            567
            
            
            
            633
            
            
            
            712Commercial
      loans
            
            
            2,833
            
            
            
            2,623
            
            
            
            1,813
            
            
            
            2,216
            
            
            
            2,491Other
      consumer loans
            
            
            683
            
            
            
            747
            
            
            
            797
            
            
            
            853
            
            
            
            929Total
      Allowance for Loan Losses
            
            $
            6,972
            
            
            $
            6,598
            
            
            $
            6,753
            
            
            $
            7,864
            
            
            $
            7,506





The
unallocated allowance is assigned to the various loan categories as
follows.  First a portion of the unallocated allowance is based on
management’s perception of probable risk in the different loan
categories.  At December 31, 2007, this included $400,000, $200,000
and $900,000 assigned to second mortgages and home equity loans, consumer loans
and commercial loans, respectively.  The $600,000 remainder of the
unallocated allowance is assigned to the various loan categories based on
principal balance of the loan categories.





LIQUIDITYANDCAPITAL RESOURCES


The
Company maintains its liquid assets at a level believed adequate to meet
requirements of normal daily activities, repayment of maturing debt and
potential deposit outflows.  Cash flow projections are regularly
reviewed and updated to assure that adequate liquidity is
maintained.  Cash for these purposes is generated through the sale or
maturity of securities and loan prepayments and repayments, and may be generated
through increases in deposits or borrowings.  Loan payments are a
relatively stable source of funds, while deposit flows are influenced
significantly by the level of interest rates and general money market
conditions.





Borrowings
may be used to compensate for reductions in other sources of funds such as
deposits.  As a member of the FHLB System, the Company may borrow from
the FHLB of Indianapolis.  At December 31, 2007, the Company had $99.3
million in borrowings from the FHLB of Indianapolis.  As of that date,
the Company had commitments of approximately $180.4 million to fund lines of
credit and undisbursed portions of loans in process, loan originations of
approximately $43.8 million, letters of credit of $6.5 million, and commitments
to sell loans of $29.9 million.  In the opinion of management, the
Company has sufficient cash flow and borrowing capacity to meet current and
anticipated funding commitments.





- 19
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





SIGNIFICANT
COMMITMENTS


Financial Instruments with Off-Balance
Sheet Risk


In the
normal course of business, the Company is a party to various activities that
contain credit and market risk that are not reflected in the financial
statements.  Such activities include commitments to extend credit,
selling loans, borrowing funds, and standby letters of
credit.  Commitments to borrow or extend credit, including loan
commitments and standby letters of credit, do not necessarily represent future
cash requirements in that these commitments often expire without being drawn
upon.  Management believes that none of these arrangements exposes the
Company to any greater risk of loss than already reflected on our balance sheet
so accordingly no reserves have been established for these
commitments.  Commitments are summarized as
follows:  (dollars in thousands)





Less
      Than
              1
      year
            
            
            1-3
      years
            
            
            4-5
      years
            
            
            Greater
      Than
              5
      years
            
            
            TotalContractually
      obligated payments due by period:Certificates
      of deposits
            
            $
            262,841
            
            
            $
            34,926
            
            
            $
            11,842
            
            
            $
            1,274
            
            
            $
            310,883Long
      term debt
            
            
            31,850
            
            
            
            23,250
            
            
            
            42,000
            
            
            
            17,713
            
            
            
            114,813Long
      term compensation obligations
            
            
            226
            
            
            
            470
            
            
            
            525
            
            
            
            1,792
            
            
            
            3,013Commitments
      to extend credit:Commercial
      mortgage loans and commercial loans
            
            
            141,490
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            141,490Residential
      mortgage loans
            
            
            18,451
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            18,451Revolving
      home equity lines of credit
            
            
            44,499
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            44,499Other
            
            
            19,806
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            19,806Standby
      letters of credit
            
            
            6,501
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            6,501Commitments
      to sell loans:Residential
      mortgage loans
            
            
            8,572
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            8,572Commercial
      mortgage loans and commercial loans
            
            
            21,285
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            21,285Total
            
            $
            555,521
            
            
            $
            58,646
            
            
            $
            54,367
            
            
            $
            20,779
            
            
            $
            689,313





Lease
Obligations


The
Company leases banking facilities and other office space under operating leases
that expire at various dates through 2022 and that contain certain renewal
options.  Rent expense charges to operations were $242,000, $113,000,
and $76,000 for the years ended December 31, 2007, 2006, and 2005,
respectively.  As of December 31, 2007, future minimum annual rental
payments under these leases are as follows: (dollars in thousands)





Year
      Ended December
            
            Amount2008
            
            $
            4202009
            
            
            4242010
            
            
            4352011
            
            
            4442012
            
            
            314Thereafter
            
            
            3,443Total
      Minimum Operating Lease Payments
            
            $
            5,480





Employment
Agreements


The
Company has entered into change in control agreements with certain executive
officers.  Under certain circumstances provided in the agreements, the
Company may be obligated to pay three times such officers’ base salary and to
continue their health insurance coverage for twelve months.





OFF-BALANCE SHEET
ARRANGEMENTS


The term
“off-balance sheet arrangement” generally means any transaction, agreement, or
other contractual arrangement to which an entity unconsolidated with the Company
is a party under which the Company has (i) any obligation arising under a
guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.  The Company does not have any off-balance sheet arrangements
with unconsolidated entities that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, change in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors, except
as related to the guarantee of Capital Securities issued by the Company’s
unconsolidated Delaware Trust subsidiary, Home Federal Statutory Trust I, as
disclosed in note 9 to the consolidated financial statements.





- 20
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





JOINT VENTURES


The
Company has invested in joint ventures through its subsidiaries, Home Savings
Corporation (“HSC”) and HomeFed Financial Corp.  On December 31, 2001,
the Bank changed its charter from a Federal savings bank charter to an Indiana
commercial bank charter.  Commercial banks are not permitted to
participate in real estate development joint ventures.  The Company
divested itself of these investments during the fourth quarter of
2006.  The Company is not required to divest itself of its investment
in Family Financial Holdings, Inc. or Heritage Woods.





DERIVATIVE FINANCIAL
INSTRUMENTS


Statement
of Financial Accounting Standards No. 133, (“SFAS 133”), “Accounting for
Derivative Instruments and Hedging Activities” as amended, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts requires all derivatives,
whether designated as a hedge, or not, to be recorded on the balance sheet at
fair value.  The Company designates its fixed rate and variable rate
interest rate swaps as fair value and cash flow hedge instruments,
respectively.  If the derivative is designated as a fair value hedge,
the changes in fair value of the derivative are recognized in
earnings.  If the derivative is designated as a cash flow hedge, the
changes in fair value of the derivative are recorded in Accumulated Other
Comprehensive Income (“AOCI”), net of income taxes.  The Company has
only limited involvement with derivative financial instruments and does not use
them for trading purposes.  The Company has interest rate lock
commitments for the origination of loans held for sale which are not material to
the Company’s consolidated financial statements.  See Note 1 for
further discussion of derivative financial instruments.





IMPACT OF INFLATION


The
consolidated financial statements and related data presented herein have been
prepared in accordance with accounting principles generally accepted in the
United States of America.  These principles require the measurement of
financial position and operating results in terms of historical dollars, without
considering changes in the relative purchasing power of money over time due to
inflation.  The primary assets and liabilities of commercial banks
such as the Company are monetary in nature.  As a result, interest
rates have a more significant impact on the Company’s performance than the
effects of general levels of inflation.  Interest rates do not
necessarily move in the same direction or with the same magnitude as the price
of goods and services.  In the current interest rate environment,
liquidity, maturity structure and quality of the Company's assets and
liabilities are critical to the maintenance of acceptable performance
levels.





NEW ACCOUNTING
PRONOUNCEMENTS


In
February 2006, the Financial Accountings Standards Board (“FASB”) issued SFAS
No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment
of FASB Statement No. 133 and 140.” This Statement amends FASB Statements
No. 133, “Accounting for Derivative Instruments and Hedging Activities,”
and No. 140 as well as resolves issues addressed in Statement No. 133
Implementation Issue No. D1, “Application of Statement No. 133 to
Beneficial Interests in Securitized Financial Assets.” Specifically, this
Statement: i) permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation; ii) clarifies which interest-only strips and principal-only strips
are not subject to the requirements of Statement No. 133; iii) establishes
a requirement to evaluate interests in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation; iv)
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives; and v) amends Statement No. 140 to eliminate the
prohibition on a qualifying special purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. This Statement is effective for all financial
instruments acquired or issued after the beginning of the first fiscal year that
begins after September 15, 2006. Management has determined the adoption of
this Statement as of January 1, 2007 did not have a material effect on the
Company’s consolidated financial statements.





In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140.” This Statement amends FASB
Statement No. 140 and requires that all separately recognized servicing
rights be initially measured at fair value, if practicable. For each class of
separately recognized servicing assets and liabilities, this Statement permits
the Company to choose either to report servicing assets and liabilities at fair
value or at amortized cost. Under the fair value approach, servicing assets and
liabilities will be recorded at fair value at each reporting date with changes
in fair value recorded in earnings in the period in which the changes occur.
Under the amortized cost method, servicing assets and liabilities are amortized
in proportion to and over the period of estimated net servicing income or net
servicing loss and are assessed for impairment based on fair value at each
reporting date. This Statement is effective as of the beginning of the first
fiscal year that begins after September 15, 2006. Management has determined
the adoption of this Statement as of January 1, 2007 did not have a material
effect on the Company’s consolidated financial statements.





FASB
staff position FAS 123(R)-4, “Classification of Options and Similar
Instruments Issued as Employee Compensation That Allow for Cash Settlement upon
the Occurrence of a Contingent Event”, was postedFebruary 3, 2006.This FASB Staff Position (“FSP”)
addresses the classification of options and similar instruments issued as
employee compensation that allow for cash settlement upon the occurrence of a
contingent event that is not controlled by the employee. The guidance in this
FSP amends paragraphs 32 and A229 of FASB Statement No. 123 (revised 2004),
“Share-Based
Payment”.  The
guidance in this FSP shall be applied upon initial adoption of Statement
123(R).  The guidance in this FSP is applicable only for options
issued as part of employee compensation arrangements. Paragraphs 32 and A229 of
Statement 123(R) require options or similar instruments to be classified as
liabilities if “the entity can be requiredunder any circumstancesto settle the option or similar
instrument by transferring cash or other assets”. Since an entity may be
required in at least one circumstance (that is, a change in control) to settle
its options or similar instruments issued as employee compensation incash, the option or similar instrument would be classified as a liability
when the change in control occurs pursuant to paragraphs 32 and A229 of
Statement 123(R).Management
has determined the adoption of FSP FAS 123(R)-4 did not have a material effect
on the Company’s consolidated financial statements.





In June 2006, the FASB issued
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
Interpretation of FASB Statement No. 109.” The interpretation prescribes a
recognition threshold and measurement attribute for the
financial





- 21
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. The interpretationwas effective for fiscal years beginning
afterDecember 15,
2006. AtJanuary 1, 2007management determinedbasedon review of various tax positions that
these positions would be sustained based on the technical merits of the related
tax positions. Upon adoption of FIN 48, there was no effect on the Company’s
financial condition or results of operations.





The Company files income tax returns in
theUnited
States(“U.S.”), federal and state ofIndianajurisdictions.  The Company
is no longer subject toU.
S.federal and the state ofIndianatax examinations for years prior to
2004.  Management does not believe there will be any material changes
in our recognized tax positions over the next 12 months.




The Company’s policy is to recognize
interest and penalties accrued on any unrecognized tax benefits as a component
of income tax expense.  As of the date of adoption of FIN 48, the
Company did not have any accrued interest or penalties associated with any
unrecognized tax benefits, or interest expense recognized during the
quarter.  The Company’s effective tax rate differs from the federal
statutory rate primarily due to tax exempt income and the state tax expense
benefit.





In September 2006, the
FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement is
effective for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years.   This Statement defines fair
value, establishes a framework for measuring fair value and expands disclosures
about fair value measurements. This Statement emphasizes that fair value is a
market-based measurement and should be determined based on assumptions that a
market participant would use when pricing an asset or liability. This Statement
clarifies that market participant assumptions should include assumptions about
risk as well as the effect of a restriction on the sale or use of an asset.
Additionally, this Statement establishes a fair value hierarchy that provides
the highest priority to quoted prices in active markets and the lowest priority
to unobservable data.  Management
has determined the adoption of this Statement as of January 1, 2008 will not
have a material effect on the Company’s financial position or results of
operations.





In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB
Statements No. 87, 88, 106, and 132(R).”  This Statement requires an
employer to recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its balance sheet and to recognize changes in that funded status in the year
in which the changes occur through accumulated other comprehensive
income.  This Statement also requires an employer to measure the
funded status of a plan as of the date of its year-end statement of financial
position, with limited exceptions.  Additional disclosures about
certain effects on net periodic benefit cost for the next fiscal year that arise
from delayed recognition of the gains or losses, prior service costs or credits,
and transition asset or obligation is also required. This Statement is effective
as of the end of the first fiscal year ending after December 15,
2006.  The adoption of this Statement as of December 31, 2006 did not
have a material impact on the Company’s consolidated financial
statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—including an amendment of FASB
Statement No. 115,”which is effective as of
the beginning of an entity’s first fiscal year that begins after November 15,
2007.  The fair value option established by this Statement permits all
entities to choose to measure eligible items at fair value at specified election
dates. A business entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings (or another performance
indicator if the business entity does not report earnings) at each subsequent
reporting date.  The fair value option a) may be applied instrument by
instrument, with a few exceptions, such as investments otherwise accounted for
by the equity method; b) is irrevocable (unless a new election date occurs); and
c) is applied only to entire instruments and not to portions of instruments
management did not elect the fair value option for any financial assets or
liabilities.  Management has determined the adoption of this Statement
as of January 1, 2008 will not have a material effect on the Company’s financial
position or results of operations.





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” which
replaces SFAS No. 141, “Business Combinations”.  This Statement
retains the fundamental requirements in SFAS No. 141 that the acquisition method
of accounting (formerly referred to as purchase method) is used for all business
combinations and that an acquirer is identified for each business
combination.  This Statement defines the acquirer as the entity that
obtains control of one or more businesses in the business combination and
establishes the acquisition date as of the date that the acquirer achieves
control.  This Statement requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values.  This
Statement requires the acquirer to recognize acquisition-related costs and
restructuring costs separately from the business combination as period expense.
This statement requires that loans acquired in a purchase business combination
be the present value of amounts to be received.  Valuation allowances
should reflect only those losses incurred by the investor after
acquisition.   This Statement is effective for business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  Management is currently in the process of determining what
effect the provisions of this statement will have on the Company’s financial
position or results of operations.





In December 2007, the FASB issued SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements - an Amendment toARBNo. 51.”ThisStatement establishes new accounting
and reporting standards that require the ownership interests in subsidiaries
held by parties other than the parent be clearly identified, labeled, and
presented in the consolidated statement of financial position within equity, but separate from the parent's
equity.  The Statement also requires the amount of consolidated net
income attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statementof income.  This Statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or afterDecember 15, 2008.  Management is currently in
the process of determining what effect the provisions of this statement will
haveon the Company’s financial position or results of
operations.





CRITICAL ACCOUNTING
POLICIES


The notes
to the consolidated financial statements contain a summary of the Company’s
significant accounting policies.  Certain of these policies are
critical to the portrayal of the Company’s financial condition, since they
require management to make difficult, complex or subjective judgments, some of
which may relate to matters that are inherently uncertain.  Management
believes that its critical accounting policies include a determination of the
allowance for loan losses and the valuation of securities.





Allowance for Loan
Losses


A loan is
considered impaired when it is probable the Company will be unable to collect
all contractual principal and interest payments due in accordance with the terms
of the loan agreement. Impaired





- 22
-





MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS





loans are
measured based on the loan’s discounted cash flow or the estimated fair value of
the collateral if the loan is collateral dependent.  The amount of
impairment, if any, and any subsequent changes are included in the allowance for
loan losses.





The
allowance for loan losses is established through a provision for loan losses.
Loan losses are charged against the allowance when management believes the loans
are uncollectible. Subsequent recoveries, if any, are credited to the
allowance.  The allowance for loan losses is maintained at a level
management considers to be adequate to absorb probable loan losses inherent in
the portfolio, based on evaluations of the collectibility and historical loss
experience of loans.  The allowance is based on ongoing assessments of
the probable estimated losses inherent in the loan portfolio.  The
Company’s methodology for assessing the appropriate allowance level consists of
several key elements, as described below.





All
delinquent loans that are 90 days past due are included on the Asset Watch
List.  The Asset Watch List is reviewed quarterly by the Asset Watch
Committee for any classification beyond the regulatory rating based on a loan’s
delinquency.





Commercial
and commercial real estate loans are individually risk rated pursuant to the
loan policy.  Homogeneous loans such as consumer and residential
mortgage loans are not individually risk rated by management.  They
are pooled based on historical portfolio data that management believes will
provide a good basis for the loans' quality.  For all loans not listed
individually on the Asset Watch List, historical loss rates based on the last
four years are the basis for developing expected charge-offs for each pool of
loans.





Historical
loss rates for commercial and consumer loans may be adjusted for significant
factors that, in management’s judgment, reflect the impact of any current
conditions on loss recognition.  Factors which management considers in
the analysis include the effects of the local economy, trends in the nature and
volume of loans (delinquencies, charge-offs, nonaccrual and problem loans),
changes in the internal lending policies and credit standards, collection
practices, and examination results from bank regulatory agencies and the
Company’s credit review function.





Finally,
a portion of the allowance is maintained to recognize the imprecision in
estimating and measuring loss when evaluating allowances for individual loans or
pools of loans.  This unallocated allowance isbased on factors such as
current economic conditions, trends in the Company’s loan portfolio delinquency,
losses and recoveries, level of under performing and non-performing loans, and
concentrations of loans in any one industry.  The unallocated allowance is assigned
to the various loan categories based on management’s perception of probable risk
in the different loan categories and the principal balance of the loan
categories.







Valuation of
Securities


Securities
are classified as held-to-maturity or available-for-sale on the date of
purchase. Only those securities classified as held-to-maturity are reported at
amortized cost. Available-for-sale securities are reported at fair value with
unrealized gains and losses included in accumulated other comprehensive income,
net of related deferred income taxes, on the consolidated balance sheets. The
fair value of a security is determined based on quoted market prices. If quoted
market prices are not available, fair value is determined based on quoted prices
of similar instruments. Realized securities gains or losses are reported within
non interest income in the consolidated statements of income. The cost of
securities sold is based on the specific identification method.
Available-for-sale and held-to-maturity securities are reviewed quarterly for
possible other-than-temporary impairment. The review includes an analysis of the
facts and circumstances of each individual investment such as the severity of
loss, the length of time the fair value has been below cost, the expectation for
that security’s performance, the creditworthiness of the issuer and the
Company’s intent and ability to hold the security to recovery, which may be
maturity.  A decline in value that is considered to be
other-than-temporary is recorded as a loss within non interest income in the
consolidated statements of income.  Management believes the price
movements in these securities are dependent upon the movement in market interest
rates. As of December 31, 2007 the unrealized losses in the available for sale
securities portfolio amounted to .9% of the fair value of these
securities.  Management also maintains the intent and ability to hold
securities in an unrealized loss position to the earlier of the recovery of
losses or maturity.





Management's Assessment as to the
Effectiveness of Internal Control over Financial Reporting


The
management of Home Federal Bancorp (the “Company”) is responsible for
establishing and maintaining adequate internal control over financial
reporting.  Internal control over financial reporting is defined in
Rule 13A-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of
1934 as a process designed by, or under the supervision of, a company’s
principal executive and principal financial officers and effected by a company’s
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America (“Generally
Accepted Accounting Principles”) and includes those policies and procedures
that:





·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the company
      are being made only in accordance with authorizations of management and
      directors of the company; and





·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





The
Company’s management assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2007.  In making
this assessment, the Company’s management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework.





Based on
our assessment, management believes that, as of December 31, 2007, the Company’s
internal control over financial reporting is effective based on those
criteria.





- 23
-





REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTINGFIRM








To the
Board of Directors and Shareholders of


Home
Federal Bancorp


Columbus,
Indiana





We have
audited the internal control over financial reporting of Home Federal Bancorp
and subsidiaries (the “Company”) as of December 31, 2007, based on criteria
established in Internal
Control – Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Company’s management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management Assessments as to the
Effectiveness of Internal Control over Financial Reporting.  Our
responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.





We
conducted our audit in accordance with the 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 effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists,
testing, and evaluating the design and operating effectiveness of internal
control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinions.





A
company’s internal control over financial reporting is a process designed by, or
under the supervision of, the company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company’s board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.





Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.





In our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2007, based on the
criteria established in Internal Control – Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission.





We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements as of and
for the year ended December 31, 2007 of the Company and our report dated
March 14, 2008 expressed an unqualified opinion on those financial
statements.





/s/
Deloitte & Touche LLP


Deloitte
& Touche LLP


Cincinnati,
Ohio


March 14,
2008





- 24
-





REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTINGFIRM








To the
Board of Directors and Shareholders of


Home
Federal Bancorp


Columbus,
Indiana





We have
audited the accompanying consolidated balance sheets of Home Federal Bancorp and
its subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the
related consolidated statements of income, shareholders' equity, and cash flows
for each of the three years in the period ended December 31,
2007.  These consolidated financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.





We
conducted our audits in accordance with the 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 financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, such consolidated financial statements present fairly, in all material
respects, the financial position of the Home Federal Bancorp and subsidiaries at
December 31, 2007 and 2006, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.





We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Company's internal control over financial
reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated March 14, 2008 expressed an unqualified
opinion on of the Company's internal control over financial
reporting.




/s/
Deloitte & Touche LLP


Deloitte
& Touche LLP


Cincinnati,
Ohio


March 14,
2008





- 25
-





CONSOLIDATED
BALANCE SHEETS


(dollars
in thousands except share data)





December
      31, 2007
            
            
            December
      31, 2006Assets:Cash
      and due from banks
            
            $
            40,552
            
            
            $
            106,063Securities
      available for sale at fair value (amortized cost $62,551 and
      $57,421)
            
            
            62,306
            
            
            
            56,887Securities
      held to maturity at amortized cost (fair value $1,558 and
      $1,628)
            
            
            1,557
            
            
            
            1,635Loans
      held for sale (fair value $7,250 and $7,055)
            
            
            7,112
            
            
            
            6,925Portfolio
      loans:Commercial
      loans
            
            
            207,590
            
            
            
            151,781Commercial
      mortgage loans
            
            
            269,035
            
            
            
            227,433Residential
      mortgage loans
            
            
            142,481
            
            
            
            166,003Second
      & home equity loans
            
            
            103,560
            
            
            
            102,713Other
      consumer loans
            
            
            27,345
            
            
            
            34,483Unearned
      income
            
            
            (165
            )
            
            
            (153
            )Total
      portfolio loans
            
            
            749,846
            
            
            
            682,260Allowance
      for loan losses
            
            
            (6,972
            )
            
            
            (6,598
            )Portfolio
      loans, net
            
            
            742,874
            
            
            
            675,662Premises
      and equipment
            
            
            15,599
            
            
            
            17,232Accrued
      interest receivable
            
            
            4,670
            
            
            
            4,679Goodwill
            
            
            1,875
            
            
            
            1,695Other
      assets
            
            
            32,261
            
            
            
            33,689Total
      Assets
            
            $
            908,806
            
            
            $
            904,467Liabilities
      and Shareholders’ Equity:Liabilities:Deposits:Demand
            
            $
            69,728
            
            
            $
            72,804Interest
      checking
            
            
            103,624
            
            
            
            129,025Savings
            
            
            37,513
            
            
            
            41,710Money
      market
            
            
            185,803
            
            
            
            165,605Certificates
      of deposit
            
            
            301,146
            
            
            
            293,914Retail
      deposits
            
            
            697,814
            
            
            
            703,058Brokered
      deposits
            
            
            9,174
            
            
            
            22,357Public
      fund certificates
            
            
            563
            
            
            
            1,744Wholesale
      deposits
            
            
            9,737
            
            
            
            24,101Total
      deposits
            
            
            707,551
            
            
            
            727,159FHLB
      borrowings
            
            
            99,349
            
            
            
            68,667Short
      term borrowings
            
            
            20
            
            
            
            -Junior
      subordinated debt
            
            
            15,464
            
            
            
            15,464Accrued
      taxes, interest and expenses
            
            
            2,981
            
            
            
            4,462Other
      liabilities
            
            
            15,987
            
            
            
            17,434Total
      liabilities
            
            
            841,352
            
            
            
            833,186Commitments
      and ContingenciesShareholders'
      equity:No
      par preferred stock; Authorized:  2,000,000
    sharesIssued
      and outstanding:  NoneNo
      par common stock; Authorized:  15,000,000 sharesIssued
      and outstanding:  3,369,965 and 3,610,218 shares
            
            
            20,305
            
            
            
            17,081Retained
      earnings, restricted
            
            
            48,089
            
            
            
            55,137Accumulated
      other comprehensive loss, net
            
            
            (940
            )
            
            
            (937
            )Total
      shareholders' equity
            
            
            67,454
            
            
            
            71,281Total
      Liabilities and Shareholders' Equity
            
            $
            908,806
            
            
            $
            904,467





See notes to consolidated financial
statements




- 26
-




CONSOLIDATED STATEMENTS OF
INCOME


(dollars in thousands except per share
data)





Year Ended
            
            
            Year
      Ended
            
            
            Year
      EndedDec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Interest
      Income:Short
      term investments
            
            $
            1,116
            
            
            $
            1,163
            
            
            $
            714Securities
            
            
            2,688
            
            
            
            4,246
            
            
            
            4,652Commercial
      loans
            
            
            14,538
            
            
            
            10,015
            
            
            
            6,939Commercial
      mortgage loans
            
            
            16,766
            
            
            
            14,312
            
            
            
            13,697Residential
      mortgage loans
            
            
            10,471
            
            
            
            10,939
            
            
            
            10,828Second
      and home equity loans
            
            
            7,342
            
            
            
            7,021
            
            
            
            5,656Other
      consumer loans
            
            
            2,280
            
            
            
            2,659
            
            
            
            2,490Total
      interest income
            
            
            55,201
            
            
            
            50,355
            
            
            
            44,976Interest
      Expense:Checking
      and savings accounts
            
            
            1,761
            
            
            
            1,592
            
            
            
            543Money
      market accounts
            
            
            5,869
            
            
            
            4,982
            
            
            
            2,438Certificates
      of deposit
            
            
            14,317
            
            
            
            11,343
            
            
            
            8,080Total
      interest on retail deposits
            
            
            21,947
            
            
            
            17,917
            
            
            
            11,061Brokered
      deposits
            
            
            665
            
            
            
            1,118
            
            
            
            1,326Public
      funds
            
            
            47
            
            
            
            344
            
            
            
            878Total
      interest on wholesale deposits
            
            
            712
            
            
            
            1,462
            
            
            
            2,204Total
      interest on deposits
            
            
            22,659
            
            
            
            19,379
            
            
            
            13,265FHLB
      borrowings
            
            
            3,884
            
            
            
            4,284
            
            
            
            5,743Other
      borrowings
            
            
            8
            
            
            
            5
            
            
            
            1Long
      term debt
            
            
            -
            
            
            
            650
            
            
            
            808Junior
      subordinated debt
            
            
            1,110
            
            
            
            326
            
            
            
            -Total
      interest expense
            
            
            27,661
            
            
            
            24,644
            
            
            
            19,817Net
      interest income
            
            
            27,540
            
            
            
            25,711
            
            
            
            25,159Provision
      for loan losses
            
            
            1,361
            
            
            
            850
            
            
            
            808Net
      interest income after provision for loan losses
            
            
            26,179
            
            
            
            24,861
            
            
            
            24,351Non
      Interest Income:Gain
      on sale of loans
            
            
            1,497
            
            
            
            1,430
            
            
            
            1,539Loss
      on sale of securities
            
            
            -
            
            
            
            (1,956
            )
            
            
            -Gain
      on sale of mortgage servicing
            
            
            -
            
            
            
            1,957
            
            
            
            -Investment
      advisory services
            
            
            1,874
            
            
            
            1,363
            
            
            
            1,125Service
      fees on deposit accounts
            
            
            6,574
            
            
            
            6,124
            
            
            
            4,363Loan
      servicing income, net of impairment
            
            
            571
            
            
            
            1,233
            
            
            
            1,354Miscellaneous
            
            
            2,338
            
            
            
            2,152
            
            
            
            2,842Total
      non interest income
            
            
            12,854
            
            
            
            12,303
            
            
            
            11,223Non
      Interest Expenses:Compensation
      and employee benefits
            
            
            16,426
            
            
            
            15,900
            
            
            
            14,502Occupancy
      and equipment
            
            
            4,086
            
            
            
            3,908
            
            
            
            3,679Service
      bureau expense
            
            
            1,637
            
            
            
            1,506
            
            
            
            2,017Marketing
            
            
            1,141
            
            
            
            1,268
            
            
            
            1,110Miscellaneous
            
            
            6,484
            
            
            
            5,324
            
            
            
            5,195Total
      non interest expenses
            
            
            29,774
            
            
            
            27,906
            
            
            
            26,503Income
      before income taxes
            
            
            9,259
            
            
            
            9,258
            
            
            
            9,071Income
      tax provision
            
            
            3,136
            
            
            
            2,817
            
            
            
            2,969Net
      Income
            
            $
            6,123
            
            
            $
            6,441
            
            
            $
            6,102Basic
      Earnings per Common Share
            
            $
            1.75
            
            
            $
            1.74
            
            
            $
            1.57Diluted
      Earnings per Common Share
            
            $
            1.72
            
            
            $
            1.70
            
            
            $
            1.53Basic
      weighted average number of shares
            
            
            3,492,615
            
            
            
            3,707,325
            
            
            
            3,897,501Dilutive
      weighted average number of shares
            
            
            3,560,603
            
            
            
            3,788,556
            
            
            
            3,993,055Dividends
      per share
            
            $
            0.80
            
            
            $
            0.79
            
            
            $
            0.75





See notes
to consolidated financial statements





- 27
-





CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY


(dollars
in thousands except share data)





Shares
              Outstanding
            
            
            Common
              Stock
            
            
            Retained
              Earnings
            
            
            Accumulated
              Other
              Comprehensive
              Income
      (Loss)
            
            
            Total
              Shareholders'
              EquityBalance
      at December 2004
            
            
            4,027,991
            
            
            $
            13,514
            
            
            $
            64,138
            
            
            $
            (288
            )
            
            $
            77,364Comprehensive
      income:Net
      income
            
            
            
            
            
            
            
            
            
            
            6,102
            
            
            
            
            
            
            
            6,102Change
      in unrealized loss  on securities available for sale, net of
      reclassification adjustment and tax effect of $864
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,637
            )
            
            
            (1,637
            )Change
      in fair value of cash flow hedge,  net of tax of
    $58
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            88
            
            
            
            88Total
      comprehensive income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            4,553Stock
      options exercised
            
            
            109,066
            
            
            
            1,846
            
            
            
            
            
            
            
            
            
            
            
            1,846Stock
      repurchased
            
            
            (321,400
            )
            
            
            (478
            )
            
            
            (7,608
            )
            
            
            
            
            
            
            (8,086
            )Tax
      benefit related to exercise of non-qualified stock options
            
            
            
            
            
            
            270
            
            
            
            
            
            
            
            
            
            
            
            270Cash
      dividends ($.750 per share)
            
            
            
            
            
            
            
            
            
            
            (2,909
            )
            
            
            
            
            
            
            (2,909
            )Balance
      at December 2005
            
            
            3,815,657
            
            
            
            15,152
            
            
            
            59,723
            
            
            
            (1,837
            )
            
            
            73,038Comprehensive
      income:Net
      income
            
            
            
            
            
            
            
            
            
            
            6,441
            
            
            
            
            
            
            
            6,441Change
      in unrealized loss  on securities available for sale, net of
      reclassification adjustment and tax effect of $781
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,481
            
            
            
            1,481Change
      in fair value of cash flow hedge,  net of tax of
    $7
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            11
            
            
            
            11Total
      comprehensive income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            7,933Cumulative
      effect in change in accounting for SRP obligations, net of tax of
      $388
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (592
            )
            
            
            (592
            )Stock
      options exercised
            
            
            104,724
            
            
            
            1,962
            
            
            
            
            
            
            
            
            
            
            
            1,962Stock
      repurchased
            
            
            (310,163
            )
            
            
            (462
            )
            
            
            (8,114
            )
            
            
            
            
            
            
            (8,576
            )Stock
      compensation expense
            
            
            
            
            
            
            296
            
            
            
            
            
            
            
            
            
            
            
            296Tax
      benefit related to exercise of non-qualified stock options
            
            
            
            
            
            
            133
            
            
            
            
            
            
            
            
            
            
            
            133Cash
      dividends ($.788 per share)
            
            
            
            
            
            
            
            
            
            
            (2,913
            )
            
            
            
            
            
            
            (2,913
            )Balance
      at December 2006
            
            
            3,610,218
            
            
            
            17,081
            
            
            
            55,137
            
            
            
            (937
            )
            
            
            71,281Comprehensive
      income:Net
      income
            
            
            
            
            
            
            
            
            
            
            6,123
            
            
            
            
            
            
            
            6,123Change
      in unrealized loss  on securities available for sale, net of
      reclassification adjustment and tax effect of ($100)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            189
            
            
            
            189Change
      in supplemental retirement plan obligations, net of tax of
      $126
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (192
            )
            
            
            (192
            )Total
      comprehensive income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,120Stock
      options exercised
            
            
            148,010
            
            
            
            3,327
            
            
            
            
            
            
            
            
            
            
            
            3,327Stock
      repurchased
            
            
            (388,263
            )
            
            
            (579
            )
            
            
            (10,397
            )
            
            
            
            
            
            
            (10,976
            )Stock
      compensation expense
            
            
            
            
            
            
            137
            
            
            
            
            
            
            
            
            
            
            
            137Tax
      benefit related to exercise of non-qualified stock options
            
            
            
            
            
            
            339
            
            
            
            
            
            
            
            
            
            
            
            339Cash
      dividends ($.800 per share)
            
            
            
            
            
            
            
            
            
            
            (2,774
            )
            
            
            
            
            
            
            (2,774
            )Balance
      at December 2007
            
            
            3,369,965
            
            
            $
            20,305
            
            
            $
            48,089
            
            
            $
            (940
            )
            
            $
            67,454





See notes
to consolidated financial statements





- 28
-





CONSOLIDATED STATEMENTS OFCASHFLOWS


(dollars
in thousands)





Year Ended
            
            
            Year
      Ended
            
            
            Year
      EndedDec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Cash
      Flows From Operating Activities:Net
      income
            
            $
            6,123
            
            
            $
            6,441
            
            
            $
            6,102Adjustments
      to reconcile net income to net cash from operating
    activities:Accretion
      of discounts, amortization and depreciation
            
            
            1,589
            
            
            
            1,816
            
            
            
            1,808Provision
      for loan losses
            
            
            1,361
            
            
            
            850
            
            
            
            808Stock
      based compensation expense
            
            
            137
            
            
            
            296
            
            
            
            -(Benefit)/provision
      for deferred income taxes
            
            
            (196
            )
            
            
            (2,041
            )
            
            
            174Net
      gain from sale of loans
            
            
            (1,497
            )
            
            
            (1,430
            )
            
            
            (1,539
            )Loss
      from sale of securities
            
            
            -
            
            
            
            1,956
            
            
            
            -(Income)/loss
      from joint ventures and net (gain)/loss from real estate
    owned
            
            
            (191
            )
            
            
            114
            
            
            
            (566
            )Loan
      fees deferred/(recognized), net
            
            
            25
            
            
            
            (418
            )
            
            
            (216
            )Proceeds
      from sale of loans held for sale
            
            
            111,948
            
            
            
            96,389
            
            
            
            97,079Origination
      of loans held for sale
            
            
            (110,755
            )
            
            
            (97,089
            )
            
            
            (97,717
            )(Increase)/decrease
      in accrued interest and other assets
            
            
            960
            
            
            
            (2,346
            )
            
            
            (1,351
            )Increase/(decrease)
      in other liabilities
            
            
            (3,373
            )
            
            
            (86
            )
            
            
            7,443Net
      Cash From Operating Activities
            
            
            6,131
            
            
            
            4,452
            
            
            
            12,025Cash
      Flows From / (Used In) Investing Activities:Net
      principal received/(disbursed) on loans
            
            
            (50,083
            )
            
            
            (55,080
            )
            
            
            22,062Proceeds
      from:Maturities/Repayments
      of:Securities
      held to maturity
            
            
            176
            
            
            
            268
            
            
            
            461Securities
      available for sale
            
            
            6,517
            
            
            
            25,086
            
            
            
            25,895Sales
      of:Securities
      available for sale
            
            
            4,464
            
            
            
            105,649
            
            
            
            10,048Real
      estate owned and other asset sales
            
            
            870
            
            
            
            778
            
            
            
            1,706Federal
      Home Loan Bank stock
            
            
            -
            
            
            
            1,636
            
            
            
            -Purchases
      of:Loans
            
            
            (18,515
            )
            
            
            (11,268
            )
            
            
            (1,720
            )Securities
      held to maturity
            
            
            (100
            )
            
            
            (100
            )
            
            
            (490
            )Securities
      available for sale
            
            
            (16,166
            )
            
            
            (64,151
            )
            
            
            (37,208
            )Return
      of/(investment in) joint ventures
            
            
            29
            
            
            
            586
            
            
            
            1,507Investment
      in brokerage business
            
            
            100
            
            
            
            -
            
            
            
            -Investment
      in cash surrender value of life insurance
            
            
            -
            
            
            
            -
            
            
            
            (655
            )(Acquisition/disposal
      of property and equipment
            
            
            102
            
            
            
            (1,078
            )
            
            
            (2,353
            )Net
      Cash From / (Used In) Investing Activities
            
            
            (72,606
            )
            
            
            2,326
            
            
            
            19,253Cash
      Flows From / (Used In) Financing Activities:Net
      increase/(decrease) in deposits
            
            
            (19,608
            )
            
            
            71,845
            
            
            
            17,158Proceeds
      from advances from FHLB
            
            
            45,000
            
            
            
            65,000
            
            
            
            14,000Repayment
      of advances from FHLB
            
            
            (14,318
            )
            
            
            (82,966
            )
            
            
            (52,813
            )Repayment
      of senior debt
            
            
            -
            
            
            
            (14,242
            )
            
            
            -Proceeds
      from issuance of junior subordinated debt
            
            
            -
            
            
            
            15,464
            
            
            
            -Net
      proceeds from/(net repayment of) overnight borrowings
            
            
            20
            
            
            
            (166
            )
            
            
            (45
            )Common
      stock options exercised
            
            
            3,327
            
            
            
            1,962
            
            
            
            1,846Repurchase
      of common stock
            
            
            (10,976
            )
            
            
            (8,576
            )
            
            
            (8,086
            )Excess
      tax benefit related to stock based compensation
            
            
            339
            
            
            
            133
            
            
            
            270Payment
      of dividends on common stock
            
            
            (2,820
            )
            
            
            (2,905
            )
            
            
            (2,192
            )Net
      Cash From / (Used In) Financing Activities
            
            
            964
            
            
            
            45,549
            
            
            
            (29,862
            )NET
      INCREAS/(DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (65,511
            )
            
            
            52,327
            
            
            
            1,416Cash
      and cash equivalents, beginning of period
            
            
            106,063
            
            
            
            53,736
            
            
            
            52,320Cash
      and Cash Equivalents, End of Period
            
            $
            40,552
            
            
            $
            106,063
            
            
            $
            53,736Supplemental
      Information:Cash
      paid for interest
            
            $
            27,835
            
            
            $
            24,692
            
            
            $
            19,955Cash
      paid for income taxes
            
            $
            5,280
            
            
            $
            2,380
            
            
            $
            2,236Non
      Cash Items:Assets
      acquired through foreclosure
            
            $
            944
            
            
            $
            1,114
            
            
            $
            1,262Acquisition
      of broker dealer within accounts payable
            
            $
            200
            
            
            $
            -
            
            
            $
            400Sale
      of joint venture, financed by the Company
            
            $
            -
            
            
            $
            1,058
            
            
            $
            -Real
      estate owned transferred to property and equipment, net
            
            $
            -
            
            
            $
            -
            
            
            $
            1,173Dividends
      payable
            
            $
            678
            
            
            $
            725
            
            
            $
            717





See notes
to consolidated financial statements





- 29
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





1.
            SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES


The
accounting policies of Home Federal Bancorp and subsidiaries (the “Company")
conform to accounting principles generally accepted in the United States of
America and prevailing practices within the banking industry.  A
summary of the more significant accounting policies follows:





Basis of
Presentation


The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries, HomeFed Financial Corp. and Indiana Bank and Trust
Company (the “Bank") and its wholly-owned subsidiaries.  As of March
1, 2008, the Bank changed its name to Indiana Bank and Trust Company, which has
been reflected throughout this document.  All significant intercompany
balances and transactions have been eliminated.





Description of
Business


The
Company is a bank holding company.  The Bank provides financial
services to south-central Indiana through its main office in Columbus and 19
other full service banking offices and a commercial loan office in
Indianapolis.  The Company also has Home Investments, Inc., a Nevada
corporation, that holds, services, manages, and invests a portion of the Bank’s
investment portfolio.





Use of Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from
those estimates.  Estimates most susceptible to change in the near
term include the allowance for loan losses and the valuation of
securities.





Cash and Cash
Equivalents


All
highly liquid investments with an original maturity of three months or less are
considered to be cash equivalents.





Securities


Securities
are required to be classified as held to maturity, available for sale or
trading.  Debt securities that the Company has the positive intent and
ability to hold to maturity are classified as held to maturity.  Debt
and equity securities not classified as either held to maturity or trading
securities are classified as available for sale.  Only those
securities classified as held to maturity are reported at amortized cost, with
those available for sale and trading reported at fair value with unrealized
gains and losses included in shareholders' equity or income,
respectively.  Premiums and discounts are amortized over the
contractual lives of the related securities using the effective yield
method.  Gain or loss on sale of securities is based on the specific
identification method.





Loans Held forSale


Loans
held for sale consist of mortgage loans conforming to established guidelines and
held for sale to the secondary market.  Mortgage loans held for sale
are carried at the lower of cost or fair value determined on an aggregate
basis.  Gains and losses on the sale of these mortgage loans are
included in non interest income.





Valuation of Mortgage Servicing
Rights


The
Company recognizes the rights to service mortgage loans as separate assets,
which are included in other assets in the consolidated balance
sheet.  The total cost of loans when sold is allocated between loans
and MSR’s, based on the relative fair values of each.  MSR’s are
subsequently carried at the lower of the initial carrying value, adjusted for
amortization, or fair value.  MSR’s are evaluated for impairment based
on the fair value of those rights.  The Company uses a present value
cash flow valuation model to establish the fair value of the
MSR’s.  Factors included in the calculation of fair value of the MSR’s
include estimating the present value of future net cash flows, market loan
prepayment speeds for similar loans, discount rates, servicing costs, and other
economic factors.  Servicing rights are amortized over the estimated
period of net servicing revenue.  It is likely that these economic
factors will change over the life of the MSR’s, resulting in different
valuations of the MSR’s.  The differing valuations will affect the
carrying value of the MSR’s on the balance sheet as well as the income recorded
from loan servicing in the consolidated statements of income. During 2006, the Company
sold its mortgage servicing portfolio and related nonrecourse mortgage servicing
rights for a gain on sale of $2.0 million.





Loans


Interest
on real estate, commercial and installment loans is accrued over the term of the
loans on a level yield basis.  The recognition of interest income is
discontinued when, in management’s judgment, the interest will not be
collectible in the normal course of business.





Loan Origination
Fees


Nonrefundable
origination fees, net of certain direct origination costs, are deferred and
recognized as a yield adjustment over the contractual life of the underlying
loan.  Any unamortized fees on loans sold are credited to gain on sale
of loans at the time of sale.




Uncollected Interest


A
reversal of uncollected interest is generally provided on loans which are more
than 90 days past due.  The only loans which are 90 days past due and
are still accruing interest are loans where the Company is guaranteed
reimbursement of interest by either a mortgage insurance contract or by a
government agency.  If neither of these criteria is met, a charge to
interest income equal to all interest previously accrued and unpaid is made, and
income is subsequently recognized only to the extent that cash payments are
received until, in management's judgment, the borrower's ability to make
periodic interest and principal payments returns to normal, in which case the
loan is returned to accrual status.





Allowance for Loan
Losses


A loan is
considered impaired when it is probable the Company will be unable to collect
all contractual principal and interest payments due in accordance with the terms
of the loan agreement.  Impaired loans are measured based on the
loan’s discounted cash flow or the estimated fair value of the collateral if the
loan is collateral dependent.  The amount of impairment, if any, and
any subsequent changes are included in the allowance for loan losses. The
allowance for loan losses is established through a provision for loan
losses.  Loan losses are charged against the allowance when management
believes the loans are uncollectible. Subsequent recoveries, if any, are
credited to the allowance.  The allowance for loan losses is
maintained at a level management considers to be adequate to absorb probable
loan losses inherent in the portfolio, based on evaluations of the
collectibility and historical loss experience of loans.  The allowance
is based on ongoing assessments of





- 30
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





the
probable estimated losses inherent in the loan portfolio.  The
Company’s methodology for assessing the appropriate allowance level consists of
several key elements, as described below.





All
delinquent loans that are 90 days past due are included on the Asset Watch
List.  The Asset Watch List is reviewed quarterly by the Asset Watch
Committee for any classification beyond the regulatory rating based on the
loans' delinquency.





Commercial
and commercial real estate loans are individually risk rated pursuant to the
loan policy.  Homogeneous loans such as consumer and residential
mortgage loans are not individually risk rated by management.  They
are pooled based on historical portfolio data that management believes will
provide a reasonable basis for the loans' quality.  For all loans not
listed individually on the Asset Watch List, historical loss rates based on the
last four years are the basis for developing expected charge-offs for each pool
of loans.





Historical
loss rates for commercial and homogeneous loans may be adjusted for significant
factors that, in management’s judgment, reflect the impact of any current
conditions on loss recognition.  Factors which management considers in
the analysis include the effects of the local economy, trends in the nature and
volume of loans (delinquencies, charge-offs, nonaccrual and problem loans),
changes in the internal lending policies and credit standards, collection
practices, and examination results from bank regulatory agencies and the
Company’s credit review function.





Finally,
a portion of the allowance is maintained to recognize the imprecision in
estimating and measuring loss when evaluating allowances for individual loans or
pools of loans.  This unallocated allowance is based on factors such
as current economic conditions, trends in the Company’s loan portfolio
delinquency, losses and recoveries, level of under performing and non-performing
loans, and concentrations of loans in any one industry.  The
unallocated allowance is assigned to the various loan categories based on
management’s perception of probable risk in the different loan categories and
the principal balance of the loan categories.





Valuation of
Securities


Securities
are classified as held-to-maturity or available-for-sale on the date of
purchase. Only those securities classified as held-to-maturity are reported at
amortized cost. Available-for-sale securities are reported at fair value with
unrealized gains and losses included in accumulated other comprehensive income,
net of related deferred income taxes, on the consolidated balance sheets. The
fair value of a security is determined based on quoted market prices. If quoted
market prices are not available, fair value is determined based on quoted prices
of similar instruments. Realized securities gains or losses are reported within
non interest income in the consolidated statements of income. The cost of
securities sold is based on the specific identification method.
Available-for-sale and held-to-maturity securities are reviewed quarterly for
possible other-than-temporary impairment. The review includes an analysis of the
facts and circumstances of each individual investment such as the severity of
loss, the length of time the fair value has been below cost, the expectation for
that security’s performance, the creditworthiness of the issuer and the
Company’s intent and ability to hold the security to recovery, which may be
maturity.  A decline in value that is considered to be
other-than-temporary is recorded as a loss within non interest income in the
consolidated statements of income.  Management believes the price
movements in these securities are dependent upon the movement in market interest
rates.




As of
December 31, 2007 the unrealized losses in the available for sale securities
portfolio amounted to .9% of the fair value of these
securities.  Management also maintains the intent and ability to hold
securities in an unrealized loss position to the earlier of the recovery of
losses or maturity.





Real Estate Owned


Real
estate owned represents real estate acquired through foreclosure or deed in lieu
of foreclosure and is recorded at the lower of fair value less cost to sell or
carrying amount.  When property is acquired, it is recorded at net
realizable value at the date of acquisition, with any resulting write-down
charged against the allowance for loan losses.  Any subsequent
deterioration of the property is charged directly to real estate owned expense,
which is included in miscellaneous non interest expenses on the consolidated
statements of income.  Costs relating to the development and
improvement of real estate owned are capitalized, whereas costs relating to
holding and maintaining the properties are charged to expense.





Premises and
Equipment


Premises
and equipment are carried at cost less accumulated
depreciation.  Depreciation is computed on the straight-line method
over estimated useful lives that range from three to thirty-nine
years.  Leasehold improvements are amortized over the shorter of the
life of the lease or the life of the asset.In
accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets,” the Company tests its long-lived assets for impairment
through both a probability-weighted and primary-asset approach whenever events
or changes in circumstances dictate.  Maintenance, repairs and minor
improvements are charged to non interest expenses as incurred.





Derivative Financial
Instruments


Statement
of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative
Instruments and Hedging Activities,” as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts.  The Company records all
derivatives, whether designated as a hedge, or not, on the consolidated balance
sheets at fair value.  The Company designates its fixed rate and
variable rate interest rate swaps as fair value and cash flow hedge instruments,
respectively.  If the derivative is designated as a fair value hedge,
the changes in fair value of the derivative and of the hedged item attributable
to the hedged risk are recognized in earnings.  If the derivative is
designated as a cash flow hedge, the changes in fair value of the derivative and
of the hedged item attributable to the hedged risk are recorded in Accumulated
Other Comprehensive Income (“AOCI”), net of income taxes.





The
Company evaluates interest rate lock commitments issued on residential mortgage
loan commitments that will be held for resale as free-standing derivative
instruments.  As of December 31, 2007 the total of these commitments
was immaterial to the financial statements and therefore no liability was
recorded.





The
Company has only limited involvement with derivative financial instruments and
does not use them for trading purposes.  The Company has entered into
interest rate swap agreements as a means of managing its interest rate exposure
on certain fixed rate commercial loans and variable rate debt
obligations.  As of December 31, 2007, the notional amount of the
Company’s two outstanding fair value interest rate swaps on commercial loans was
$4.6 million with maturities in 2008 and 2009, as discussed in Note
3.  The Company’s cash flow interest rate swap matured in
2006.





As of
December 31, 2007, the fair value of the derivatives designated in the fair
value hedges were a liability of $70,000.  The





- 31
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





total
income statement impact resulting from the ineffectiveness from the fair value
hedges was zero.  The Company has adopted the short cut method of
hedge accounting, which allows management to assume there is no ineffectiveness
resulting from the fair value hedges in accordance with SFAS No.
133.





Goodwill and Other Intangible
Assets


In
accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” the
Company annually, as of September 30th,
evaluates goodwill for impairment.  Management determined that there
was no impairment charge resulting from its annual impairment test.





In the
fourth quarter of 2005, the Company purchased a retail brokerage business on the
south side of Indianapolis.  This purchase increased goodwill
$300,000.  This purchase also included an intangible asset, customer
list, valued at $200,000 which is being amortized over four years using the
straight line method.  The impairment analysis for the brokerage
business goodwill is performed annually as of December 31.





In the
second quarter of 2007, the Company purchased another retail brokerage business
on the south side of Indianapolis.  This purchase increased goodwill
$180,000.  This purchase also included an intangible asset, customer
list, valued at $120,000 which is being amortized over four years using the
straight line method.  The impairment analysis for the brokerage
business goodwill will be performed annually as of June 30.





Income Taxes


The
Company and its wholly-owned subsidiaries file consolidated income tax
returns.  Deferred income tax assets and liabilities are determined
using the balance sheet method and are reported in other assets in the
Consolidated Balance Sheets. Under this method, the net deferred tax asset or
liability is based on the tax effects of the differences between the book and
tax basis of assets and liabilities and recognizes enacted changes in tax rates
and laws. Deferred tax assets are recognized to the extent they exist and are
subject to a valuation allowance based on management’s judgment that realization
is more-likely-than-not.





Earnings per Common
Share


Earnings
per share of common stock are based on the weighted average number of basic
shares and dilutive shares outstanding during the year.





The
following is a reconciliation of the weighted average common shares for the
basic and diluted earnings per share computations:





Year Ended
              Dec 2007
            
            
            Year
      Ended
              Dec
      2006
            
            
            Year
      Ended
              Dec
      2005Basic
      Earnings per Share:Weighted
      average common shares
            
            
            3,492,615
            
            
            
            3,707,325
            
            
            
            3,897,501Diluted
      Earnings per Share:Weighted
      average common shares
            
            
            3,492,615
            
            
            
            3,707,325
            
            
            
            3,897,501Dilutive
      effect of stock options
            
            
            67,988
            
            
            
            81,231
            
            
            
            95,554Weighted
      average common and incremental shares
            
            
            3,560,603
            
            
            
            3,788,556
            
            
            
            3,993,055





Anti-dilutive
options are summarized as follows:





As
      Of
            
            Dec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Anti-dilutive
      options
            
            
            123,224
            
            
            
            10,000
            
            
            
            128,974





Comprehensive Income


The
following is a summary of the Company's accumulated other comprehensive
income:  (dollars in
thousands)





Accumulated
      BalanceYear Ended
              Dec 2007
            
            
            Year
      Ended
              Dec
      2006
            
            
            Year
      Ended
              Dec
      2005Unrealized
      holding losses from securities available for sale
            
            $
            (245
            )
            
            $
            (534
            )
            
            $
            (2,796
            )Cumulative
      effect in change in accounting for SRP obligations
            
            
            -
            
            
            
            (980
            )
            
            
            -SRP
      obligation
            
            
            (1,298
            )
            
            
            -
            
            
            
            -Unrealized
      losses from cash flow hedge
            
            
            -
            
            
            
            -
            
            
            
            (18
            )Net
      unrealized losses
            
            
            (1,543
            )
            
            
            (1,514
            )
            
            
            (2,814
            )Tax
      effect
            
            
            603
            
            
            
            577
            
            
            
            977Accumulated
      Other Comprehensive Loss, Net of Tax
            
            $
            (940
            )
            
            $
            (937
            )
            
            $
            (1,837
            )




- 32
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





Segments


In
accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and
Related Information,” management has concluded that the Company is comprised of
a single operating segment, community banking activities, and has disclosed all
required information relating to its one operating
segment.  Management considers parent company activity to represent an
overhead function rather than an operating segment.  The Company
operates in one geographical area and does not have a single external customer
from which it derives 10 percent or more of its revenue.





Stock Based
Compensation


The
Company has stock-based employee compensation plans, which are described more
fully in Note 13.  Prior to January 1, 2006, the Company accounted for
the plans under the recognition and measurement provisions of APB Opinion No.
25, “Accounting for Stock Issued to Employees”, and related Interpretations
(“APB 25”).  Accordingly, because all stock options granted had an
exercise price equal to the market value of the underlying common stock on the
date of the grant, no expense related to employee stock options was
recognized.  Effective January 1, 2006, the Company adopted the fair
value recognition provisions of Statement of Financial Accounting Standards No.
123(R) “Share-Based Payment” (“SFAS 123(R)”).  Under the modified
prospective method of adoption selected by the Company, compensation expense
related to stock options is recognized beginning January 1, 2006 for any new
awards issued after this date, as well as for any previously-issued awards
vesting on or after January 1, 2006.  Compensation cost in previous
periods related to stock options continues to be disclosed on a pro forma basis
only.  As required by SFAS 123(R), the Company also estimates
forfeitures over the vesting period of awards.





The
following table illustrates the effect on net income and earnings per share for
2005 if the Company had applied the fair value recognition provisions of SFAS
Statement No. 123, “Accounting for Stock-Based Compensation,” to stock-based
employee compensation. (dollars in thousands,
except share data)








Year
      Ended
              Dec
      2005Net
      income, as reported
            
            $
            6,102Deduct:  Total
      stock-based employee compensation expense determined under fair value
      based method for all awards, net of related tax effects
            
            
            (226
            )Pro
      Forma Net Income
            
            $
            5,876Earnings
      per share:Basic---as
      reported
            
            $
            1.57Basic---pro
      forma
            
            $
            1.51Diluted---as
      reported
            
            $
            1.53Diluted---pro
      forma
            
            $
            1.47





The pro
forma amounts are not representative of the effects on reported net income for
current or future years.





New Accounting
Pronouncements


In
February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment
of FASB Statement No. 133 and 140.” This Statement amends FASB Statements
No. 133, “Accounting for Derivative Instruments and Hedging Activities,”
and No. 140 as well as resolves issues addressed in Statement No. 133
Implementation Issue No. D1, “Application of Statement No. 133 to
Beneficial Interests in Securitized Financial Assets.” Specifically, this
Statement: i) permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation; ii) clarifies which interest-only strips and principal-only strips
are not subject to the requirements of Statement No. 133; iii) establishes
a requirement to evaluate interests in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation; iv)
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives; and v) amends Statement No. 140 to eliminate the
prohibition on a qualifying special purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. This Statement is effective for all financial
instruments acquired or issued after the beginning of the first fiscal year that
begins after September 15, 2006. Management has determined the adoption of
this Statement as of January 1, 2007 did not have a material effect on the
Company’s consolidated financial statements.





In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140.” This Statement amends FASB
Statement No. 140 and requires that all separately recognized servicing
rights be initially measured at fair value, if practicable. For each class of
separately recognized servicing assets and liabilities, this Statement permits
the Company to choose either to report servicing assets and liabilities at fair
value or at amortized cost. Under the fair value approach, servicing assets and
liabilities will be recorded at fair value at each reporting date with changes
in fair value recorded in earnings in the period in which the changes occur.
Under the amortized cost method, servicing assets and liabilities are amortized
in proportion to and over the period of estimated net servicing income or net
servicing loss and are assessed for impairment based on fair value at each
reporting date. This Statement is effective as of the beginning of the first
fiscal year that begins after September 15, 2006. Management has determined the
adoption of this Statement





- 33
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





as of
January 1, 2007 did not have a material effect on the Company’s consolidated
financial statements.





FASB
staff position FAS 123(R)-4, “Classification of Options and Similar
Instruments Issued as Employee Compensation That Allow for Cash Settlement upon
the Occurrence of a Contingent Event,” was postedFebruary 3, 2006.This FASB Staff Position (“FSP”)
addresses the classification of options and similar instruments issued as
employee compensation that allow for cash settlement upon the occurrence of a
contingent event that is not controlled by the employee. The guidance in this
FSP amends paragraphs 32 and A229 of FASB Statement No. 123 (revised 2004),
“Share-Based
Payment”.  The
guidance in this FSP shall be applied upon initial adoption of Statement
123(R).  The guidance in this FSP is applicable only for options
issued as part of employee compensation arrangements. Paragraphs 32 and A229 of
Statement 123(R) require options or similar instruments to be classified as
liabilities if “the entity can be requiredunder any circumstancesto settle the option or similar
instrument by transferring cash or other assets”. Since an entity may be
required in at least one circumstance (that is, a change in control) to settle
its options or similar instruments issued as employee compensation incash, the option or similar instrument would be classified as a liability
when the change in control occurs pursuant to paragraphs 32 and A229 of
Statement 123(R).Management
has determined the adoption of FSP FAS 123(R)-4 did not have a material effect
on the Company’s consolidated financial statements.





In June
2006, theFASBissued Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes–
an Interpretation of FASB Statement No. 109.” The interpretation prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. The new interpretation is effective for fiscal years beginning after
December 15, 2006. At January 1, 2007 management determined based on review of
various tax positions that these positions would be sustained based on the
technical merits of the related tax positions. Upon adoption of FIN 48, there
was no effect on the Company’s financial condition or results of
operations.





The
Company files income tax returns in the United States (“U.S.”), federal and
state of Indiana jurisdictions.  The Company is no longer subject to
U. S. federal and the state of Indiana tax examinations for years prior to
2004.  Management does not believe there will be any material changes
in our recognized tax positions over the next 12 months.





The
Company’s policy is to recognize interest and penalties accrued on any
unrecognized tax benefits as a component of income tax expense.  As of
the date of adoption of FIN 48, the Company did not have any accrued interest or
penalties associated with any unrecognized tax benefits, or interest expense
recognized during the year ended December 31, 2007.  The Company’s
effective tax rate differs from the federal statutory rate primarily due to tax
exempt income and the state tax expense benefit.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This
Statement is effective for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years.   This Statement
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. This Statement emphasizes that fair
value is a market-based measurement and should be determined based on
assumptions that a market participant would use when pricing an asset or
liability. This Statement clarifies that market participant assumptions should
include assumptions about risk as well as the effect of a restriction on the
sale or use of an asset. Additionally, this Statement establishes a fair value
hierarchy that provides the highest priority to quoted prices in active markets
and the lowest priority to unobservable data.Management
has determined the adoption of this Statement as of January 1, 2008 will not
have a material effect on the Company’s financial position or results of
operations.





In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements
No. 87, 88, 106, and 132(R).”  This Statement requires an employer to
recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its balance sheet and to recognize changes in that funded status in the year
in which the changes occur through accumulated other comprehensive
income.  This Statement also requires an employer to measure the
funded status of a plan as of the date of its year-end balance sheet, with
limited exceptions.  Additional disclosures about certain effects on
net periodic benefit cost for the next fiscal year that arise from delayed
recognition of the gains or losses, prior service costs or credits, and
transition asset or obligation is also required. This Statement is effective as
of the end of the first fiscal year ending after December 15,
2006.  Management has determined the adoption of this Statement as of
December 31, 2006 did not have a material effect on the Company’s consolidated
financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—including an amendment of FASB
Statement No. 115,”which is effective as of
the beginning of an entity’s first fiscal year that begins after November 15,
2007.  The fair value option established by this Statement permits all
entities to choose to measure eligible items at fair value at specified election
dates. A business entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings (or another performance
indicator if the business entity does not report earnings) at each subsequent
reporting date.  The fair value option a) may be applied instrument by
instrument, with a few exceptions, such as investments otherwise accounted for
by the equity method; b) is irrevocable (unless a new election date occurs); and
c) is applied only to entire instruments and not to portions of
instruments.  Management did not elect the fair value option for any
financial assets or liabilities.  Management has determined the
adoption of this Statement as of January 1, 2008 will not have a material effect
on the Company’s financial position or results of operations.





In December 2007, the FASB issued SFAS
No. 141(R), “Business
Combinations”which replaces SFAS
No.141, “Business Combinations”.  This Statement retains the
fundamental requirements in SFAS No. 141 that the acquisition method of
accounting (formerly referred to as purchase method) is used for all business
combinations and that an acquirer is identified for each
business combination.  This Statement defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as of the date that the
acquirerachieves control.  This
Statement requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at the acquisition
date, measured at their fair values.  This Statement requires the
acquirerto recognize acquisition-related costs
and restructuring costs separately from the business combination as period
expense.This
statement requires that loans acquired in a purchase business combination be the
present value of amounts to be received.  Valuation allowances should reflect only
those losses incurred by the investor after acquisition.This Statement is effective for business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or afterDecember 15, 2008.  Management is currently in
the process of determining what





- 34
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





effect the provisions of this statement
will have on the Company’s financial position or results of
operations.





In December 2007, the FASB issued SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements - an Amendment toARBNo. 51.”This Statement establishes
new accounting and reporting standards that require the ownership interests in
subsidiaries held by parties other than the parent be clearly identified,
labeled, and presented in the consolidated statement of financial position
within equity, but separate from the parent's equity.  The
Statementalso requires the amount of consolidated
net income attributable to the parent and to the noncontrolling interest be
clearly identified and presented on the face of the consolidated statement of
income.  This Statement is effective for fiscal years, and
interim periods within those fiscal years,
beginning on or afterDecember 15, 2008.  Management is currently in
the process of determining what effect the provisions of this statement will
have on the Company’s financial position or results of
operations.





2.
            SECURITIES


Securities
are summarized as follows: (dollars in
thousands)





Dec 2007
            
            
            Dec
      2006Amortized
            
            
            Gross
      Unrealized
            
            
            Fair
            
            
            Amortized
            
            
            Gross Unrealized
            
            
            FairCost
            
            
            Gains
            
            
            (Losses)
            
            
            Value
            
            
            Cost
            
            
            Gains
            
            
            (Losses)
            
            
            ValueHeld
      to Maturity:Municipal
      bonds
            
            $
            775
            
            
            $
            1
            
            
            $
            -
            
            
            $
            776
            
            
            $
            775
            
            
            $
            -
            
            
            $
            -
            
            
            $
            775Certificate
      of deposit
            
            
            100
            
            
            
            -
            
            
            
            -
            
            
            
            100
            
            
            
            100
            
            
            
            -
            
            
            
            -
            
            
            
            100Mortgage
      backed securities
            
            
            682
            
            
            
            9
            
            
            
            (9
            )
            
            
            682
            
            
            
            760
            
            
            
            7
            
            
            
            (14
            )
            
            
            753Total
      Held to Maturity
            
            $
            1,557
            
            
            $
            10
            
            
            $
            (9
            )
            
            $
            1,558
            
            
            $
            1,635
            
            
            $
            7
            
            
            $
            (14
            )
            
            $
            1,628Available
      for Sale:Agency
      bonds
            
            $
            10,608
            
            
            $
            71
            
            
            $
            (1
            )
            
            $
            10,678
            
            
            $
            6,063
            
            
            $
            4
            
            
            $
            (31
            )
            
            $
            6,036Municipal
      bonds
            
            
            23,571
            
            
            
            148
            
            
            
            (16
            )
            
            
            23,703
            
            
            
            23,110
            
            
            
            51
            
            
            
            (160
            )
            
            
            23,001Collateralized
      mortgage obligations
            
            
            9,396
            
            
            
            7
            
            
            
            (56
            )
            
            
            9,347
            
            
            
            7,012
            
            
            
            -
            
            
            
            (135
            )
            
            
            6,877Mortgage
      backed securities
            
            
            11,741
            
            
            
            72
            
            
            
            (74
            )
            
            
            11,739
            
            
            
            14,073
            
            
            
            36
            
            
            
            (181
            )
            
            
            13,928Corporate
      debt
            
            
            1,961
            
            
            
            -
            
            
            
            (286
            )
            
            
            1,675
            
            
            
            1,959
            
            
            
            6
            
            
            
            (30
            )
            
            
            1,935Bond
      mutual funds
            
            
            5,198
            
            
            
            -
            
            
            
            (110
            )
            
            
            5,088
            
            
            
            5,129
            
            
            
            -
            
            
            
            (94
            )
            
            
            5,035Equity
      securities
            
            
            76
            
            
            
            -
            
            
            
            -
            
            
            
            76
            
            
            
            75
            
            
            
            -
            
            
            
            -
            
            
            
            75Total
      Available for Sale
            
            $
            62,551
            
            
            $
            298
            
            
            $
            (543
            )
            
            $
            62,306
            
            
            $
            57,421
            
            
            $
            97
            
            
            $
            (631
            )
            
            $
            56,887





Certain
securities, with amortized cost of $2.1 million and fair value of $2.1 million
at December 31, 2007, and amortized cost of $2.2 million and fair value of $2.1
million at December 31, 2006 were pledged as collateral for the Bank's treasury,
tax and loan account at the Federal Reserve and for certain trust, IRA and KEOGH
accounts.





The
amortized cost and fair value of securities at December 31, 2007 by contractual
maturity are summarized as follows: (dollars in
thousands)





Held
      to Maturity
            
            
            Available
      for SaleAmortized
              Cost
            
            
            Fair
              Value
            
            
            Yield
            
            
            Amortized
              Cost
            
            
            Fair
              Value
            
            
            YieldAgency
      bonds:Due
      in one year or less
            
            $
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            5,248
            
            
            $
            5,260
            
            
            
            4.94
            %Due
      after 1 year through 5 years
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,360
            
            
            
            5,418
            
            
            
            4.78
            %Municipal
      bonds:Due
      in one year or less
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            302
            
            
            
            302
            
            
            
            3.79
            %Due
      after 1 year through 5 years
            
            
            535
            
            
            
            536
            
            
            
            7.36
            %
            
            
            9,650
            
            
            
            9,675
            
            
            
            4.90
            %Due
      after 5 years through 10 years
            
            
            240
            
            
            
            240
            
            
            
            7.70
            %
            
            
            13,619
            
            
            
            13,726
            
            
            
            5.54
            %Certificate
      of deposit:Due
      in one year or less
            
            
            100
            
            
            
            100
            
            
            
            4.35
            %
            
            
            -
            
            
            
            -
            
            
            
            -Collateralized
      mortgage obligations
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            9,396
            
            
            
            9,347
            
            
            
            4.30
            %Mortgage
      backed securities
            
            
            682
            
            
            
            682
            
            
            
            5.68
            %
            
            
            11,741
            
            
            
            11,739
            
            
            
            5.04
            %Corporate
      debt:Due
      after 10 years
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,961
            
            
            
            1,675
            
            
            
            5.98
            %Bond
      mutual funds
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,198
            
            
            
            5,088
            
            
            
            4.87
            %Equity
      securities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            76
            
            
            
            76
            
            
            
            -Total
            
            $
            1,557
            
            
            $
            1,558
            
            
            
            6.48
            %
            
            $
            62,551
            
            
            $
            62,306
            
            
            
            4.99
            %




- 35
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





Activities
related to the sales of securities available for sale are summarized as follows:
(dollars in thousands)





Year Ended
            
            
            Year
      Ended
            
            
            Year
      EndedDec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Proceeds
      from sales
            
            $
            4,464
            
            
            $
            105,649
            
            
            $
            10,048Gross
      losses on sales
            
            
            -
            
            
            
            1,956
            
            
            
            -





Taxable
interest income and non-taxable interest income earned on the investment
portfolio is summarized as follows:  (in thousands)





Year Ended
            
            
            Year
      Ended
            
            
            Year
      EndedDec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Taxable
      interest income
            
            $
            1,830
            
            
            $
            3,389
            
            
            $
            4,111Non-taxable
      interest income
            
            
            858
            
            
            
            857
            
            
            
            541Total
      Interest Income
            
            $
            2,688
            
            
            $
            4,246
            
            
            $
            4,652





Unrealized
losses in the portfolio resulted from increases in market interest rates and not
from deterioration in the creditworthiness of the issuer.  The
securities in a loss position at December 31, 2007 had ratings ranging from A –
to AAA as rated by Moody’s Investor Service.  The total number of
security positions in the investment portfolio that were in an unrealized loss
position at December 31, 2007 is 35.   Unrealized losses will
decline as interest rates fall to the purchased yield and as the securities
approach maturity.  At December 31, 2007, Management has the intent
and ability to hold securities in an unrealized loss position to recovery, which
may be maturity.  Investments that have been in a continuous
unrealized loss position for longer than one month as of December 31, 2007 are
summarized as follows: (dollars in
thousands)





Less
      than
              Twelve
      Months
            
            
            Twelve
      Months
              Or
      Longer
            
            
            TotalDescription
      of Securities
            
            Fair
              Value
            
            
            Unrealized
              Losses
            
            
            Fair
              Value
            
            
            Unrealized
              Losses
            
            
            Fair
              Value
            
            
            Unrealized
              LossesCollateralized
      mortgage obligations
            
            $
            -
            
            
            $
            -
            
            
            $
            4,919
            
            
            $
            (55
            )
            
            $
            4,919
            
            
            $
            (55
            )Mortgage
      backed securities
            
            
            -
            
            
            
            -
            
            
            
            5,234
            
            
            
            (83
            )
            
            
            5,234
            
            
            
            (83
            )Corporate
      debt
            
            
            810
            
            
            
            (151
            )
            
            
            865
            
            
            
            (135
            )
            
            
            1,675
            
            
            
            (286
            )Municipal
      bonds
            
            
            -
            
            
            
            -
            
            
            
            5,920
            
            
            
            (16
            )
            
            
            5,920
            
            
            
            (16
            )Bond
      mutual funds
            
            
            -
            
            
            
            -
            
            
            
            4,069
            
            
            
            (110
            )
            
            
            4,069
            
            
            
            (110
            )Total
      Temporarily Impaired Securities
            
            $
            810
            
            
            $
            (151
            )
            
            $
            21,007
            
            
            $
            (399
            )
            
            $
            21,817
            
            
            $
            (550
            )





3.
            PORTFOLIO
    LOANS


The
Company originates both adjustable and fixed rate loans.  The
adjustable rate loans have interest rate adjustment limitations and are indexed
to various indices.  Adjustable residential mortgages are generally
indexed to the one year Treasury constant maturity rate; adjustable consumer
loans are generally indexed to the prime rate; adjustable commercial loans are
generally indexed to either the prime rate or the one, three or five year
Treasury constant maturity rate.  Future market factors may affect the
correlation of the interest rates the Company pays on the short-term deposits
that have been primarily utilized to fund these loans.





The
principal balance of loans on nonaccrual status totaled approximately $10.5
million at December 31, 2007, $2.9 million at December 31, 2006, and $3.1 at
December 31, 2005.  The Company would have recorded interest income of
$958,000, $372,000, and $465,000 for the years ended December 31, 2007, 2006 and
2005 if loans on non-accrual status had been current in accordance with their
original terms.  Actual interest recognized was $252,000, $133,000,
and $160,000 for the years ended December 31, 2007, 2006, and 2005,
respectively.  The Bank agreed to modify the terms of certain loans to
customers who were experiencing financial difficulties.  Modifications
included forgiveness of interest, reduced interest rates and/or extensions of
the loan term.  The principal balance at December 31, 2007, December
31, 2006, and December 31, 2005 on these restructured loans was $874,000,
$440,000, and $809,000, respectively. The
Company originates and purchases commercial mortgage loans, which totaled $269.0
million and $227.4 million at December 31, 2007 and 2006,
respectively.  These loans are considered by management to be of
somewhat greater risk of collectibility due to the dependency on income
production or future development of the real estate.  The Company also
purchases and originates commercial loans.  Collateral for commercial
loans includes manufacturing equipment, real estate, inventory, accounts
receivable, and securities.  Terms of these loans are normally for up
to ten years and





- 36
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





have
adjustable rates tied to the reported prime rate and Treasury
indices.  Generally, commercial loans are considered to involve a
higher degree of risk than residential real estate loans.  However,
commercial loans generally carry a higher yield and are made for a shorter term
than real estate loans.  As of December 31, 2007, impaired loans under
SFAS No. 114, which did not include homogeneous loans such as residential real
estate mortgages and consumer loans, with a valuation allowance totaled $7.1
million and impaired loans without a valuation allowance totaled
$841,000.  The total valuation allowance on impaired loans at December
31, 2007 was $559,000.  As of December 31, 2006, impaired loans with a
valuation allowance totaled $678,000 and impaired loans without a valuation
allowance totaled $204,000.  The total valuation allowance on the
impaired loans at December 31, 2006 was $97,000.





Certain
residential mortgage products have contractual features that may increase credit
exposure to the Company in the event of a decline in housing
prices.  These type of mortgage products offered by the Company
include high loan-to-value (“LTV”) ratios and multiple loans on the same
collateral that when combined result in a high LTV.  Typically a
residential mortgage loan is combined with a home equity loan for a LTV at
origination of over 90% and less than or equal to 100%.  The balance
including unused lines of these loans over 90% LTV at December 31, 2007 was
$10.9 million.





The
Company has entered into two fair value interest rate swap agreements with a
counterparty hedging two fixed rate commercial loans.  In the first
agreement the Company will receive variable rate payments at the thirty-day
London inter bank offering rate (“LIBOR”) index and make fixed rate payments at
6.28%.  The notional amount on the swap was $2.9 million as of
December 31, 2007.  The thirty-day LIBOR was 4.60% at December 31,
2007.  The termination date of the first swap agreement is July 1,
2008.  In the second agreement the Company will receive variable rate
payments at thirty day LIBOR and make fixed rate payments at
6.24%.  The notional amount of the swap was $1.7 million as of
December 31, 2007.  The termination date of the second swap agreement
is January 2, 2009.  The two interest rate swaps are settled on a net
basis.  The Company is exposed to losses, in the event of
nonperformance by the counterparty, for the net interest rate differential when
floating rates exceed the fixed maximum rate.  However, the Company
does not anticipate nonperformance by the counterparty.





Under the
capital standards provisions of FIRREA, the loans-to-one-borrower limitation is
generally 15% of unimpaired capital and surplus, which, for the Bank, was
approximately $12.9 million and $13.5 million at December 31, 2007 and 2006,
respectively.  As of December 31, 2007 and 2006, the Bank was in
compliance with this limitation.





Aggregate
loans to officers and directors included above were $4.0 million and $5.3
million as of December 31, 2007 and 2006, respectively.  Such loans
are made in the ordinary course of business and are made on substantially the
same terms as those prevailing at the time for comparable transactions with
other borrowers.  For the year ended December 31, 2007, loans of $1.9
million were disbursed to officers and directors and repayments of $3.2 million
were received from officers and directors.





At
December 31, 2007 and 2006, deposit overdrafts of $217,000 and $208,000,
respectively, were included in portfolio loans.





An
analysis of the allowance for loan losses is as follows: (dollars in thousands)





Year Ended
              Dec 2007
            
            
            Year
      Ended
              Dec
      2006
            
            
            Year
      Ended
              Dec
      2005Beginning
      balance
            
            $
            6,598
            
            
            $
            6,753
            
            
            $
            7,864Provision
      for loan losses
            
            
            1,361
            
            
            
            850
            
            
            
            808Charge-offs
            
            
            (1,466
            )
            
            
            (1,327
            )
            
            
            (2,048
            )Recoveries
            
            
            479
            
            
            
            322
            
            
            
            129Ending
      Balance
            
            $
            6,972
            
            
            $
            6,598
            
            
            $
            6,753








The
following is a summary of information pertaining to impaired loans: (dollars in
thousands)





As
      Of
            
            Dec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Impaired
      loans with a valuation reserve
            
            $
            10,549
            
            
            $
            3,088
            
            
            $
            3,523Impaired
      loans with no valuation reserve
            
            
            841
            
            
            
            204
            
            
            
            356Total
      Impaired Loans
            
            $
            11,390
            
            
            $
            3,292
            
            
            $
            3,879Valuation
      reserve on impaired loans
            
            $
            956
            
            
            $
            381
            
            
            $
            570Average
      impaired loans
            
            $
            7,513
            
            
            $
            3,508
            
            
            $
            6,905





All loans
were analyzed based on collateral analysis.





- 37
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





4.
            MORTGAGE BANKING
      ACTIVITIES


At
December 31, 2007 and 2006, the Bank was servicing loans for others amounting to
$54.3 million and $37.0 million, respectively consisting of commercial and
commercial real estate participations.  Management believes the
Company receives adequate compensation for the servicing of the participation
loans and therefore no servicing rights are generated by this
activity.  Servicing loans for others generally consists of collecting
mortgage payments, maintaining escrow accounts, disbursing payments to investors
and foreclosure processing.  Loan servicing income includes servicing
fees from investors and certain charges collected from borrowers, such as late
payment fees.  During 2006, the Company sold its mortgage servicing
portfolio and related nonrecourse mortgage servicing rights for a gain on sale
of $2.0 million.





Net gain
on sale of loans was $1,497,000 for the year ended December 31, 2007 and
$1,430,000 for the year ended December 31, 2006.  The Bank is
obligated to repurchase certain loans sold to others that become delinquent as
defined by the various agreements.  At December 31, 2007 and 2006,
these obligations were approximately $7.5 million and $9.3 million,
respectively.  Management believes it is remote that, as of December
31, 2007, the Company would have to repurchase these obligations and therefore
no reserve has been established for this purpose.





5.
            ACCRUED INTEREST
      RECEIVABLE


Accrued
interest receivable consists of the following: (dollars in thousands)





As
      Of
            
            Dec 2007
            
            
            Dec
      2006Loans
            
            $
            4,060
            
            
            $
            3,959Securities
            
            
            507
            
            
            
            434Interest-bearing
      deposits
            
            
            103
            
            
            
            286Total
      Accrued Interest Receivable
            
            $
            4,670
            
            
            $
            4,679





6.
            PREMISESANDEQUIPMENT


Premises
and equipment consists of the following: (dollars in thousands)





As
      Of
            
            Dec 2007
            
            
            Dec
      2006Land
            
            $
            2,427
            
            
            $
            2,903Buildings
      and improvements
            
            
            15,404
            
            
            
            19,594Furniture
      and equipment
            
            
            10,261
            
            
            
            9,975Total
            
            
            28,092
            
            
            
            32,472Accumulated
      depreciation
            
            
            (12,493
            )
            
            
            (15,240
            )Total
      Premises and Equipment
            
            $
            15,599
            
            
            $
            17,232





Depreciation expense included in
operations for the years ended December 31, 2007, 2006 and 2005 totaled $1.5
million, $1.6 million, and $1.6 million,
respectively.Premises and equipment decreased $1.6 million
during 2007 as the Company completed a sale leaseback transaction involving four
branch offices in the third quarter of 2007.  This transaction
provided $3.6 million in cash to fund loan growth.  The gain on sale
of $1.9 million was deferred and will be amortized into non interest income over
the 15 year term of the leases.





7.
            DEPOSITS


Deposits
are summarized as follows: (dollars in
thousands)





Dec 2007
            
            
            Dec
      2006Amount
            
            
            Weighted Average
      Rate
            
            
            Amount
            
            
            Weighted
      Average RateNon-interest
      bearing
            
            $
            69,728
            
            
            
            
            
            
            $
            72,804Checking
            
            
            103,624
            
            
            
            1.98
            %
            
            
            129,025
            
            
            
            2.69
            %Savings
            
            
            37,513
            
            
            
            0.15
            %
            
            
            41,710
            
            
            
            0.15
            %Money
      market
            
            
            185,803
            
            
            
            3.38
            %
            
            
            165,605
            
            
            
            3.52
            %Total
      transaction accounts
            
            
            396,668
            
            
            
            2.11
            %
            
            
            409,144
            
            
            
            2.29
            %Certificates
      accounts:Less
      than one year
            
            
            199,324
            
            
            
            4.83
            %
            
            
            127,888
            
            
            
            4.92
            %12-23
      months
            
            
            15,016
            
            
            
            4.27
            %
            
            
            34,709
            
            
            
            4.64
            %24-35
      months
            
            
            46,934
            
            
            
            4.56
            %
            
            
            72,849
            
            
            
            4.15
            %36-59
      months
            
            
            7,510
            
            
            
            3.95
            %
            
            
            10,084
            
            
            
            3.51
            %60-120
      months
            
            
            42,099
            
            
            
            4.44
            %
            
            
            72,485
            
            
            
            4.70
            %Total
      certificate accounts
            
            
            310,883
            
            
            
            4.69
            %
            
            
            318,015
            
            
            
            4.62
            %Total
      Deposits
            
            $
            707,551
            
            
            
            3.25
            %
            
            $
            727,159
            
            
            
            3.31
            %




Certificate
accounts include certificates of deposit and wholesale deposits.  At
December 31, 2007 and 2006, certificates accounts in amounts of $100,000 or more
totaled $85.7 million and $95.2 million, respectively.





- 38
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





A summary
of certificate accounts by scheduled maturities at December 31, 2007 is as
follows: (dollars in
thousands)





2008
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2011
                        
                        
                        2012
                        
                        
                        Thereafter
                        
                        
                        Total1.99%
      or less
                        
                        $
                        186
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        1862.00%
      - 2.99%
                        
                        
                        1,249
                        
                        
                        
                        -
                        
                        
                        
                        72
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,3213.00%
      - 3.99%
                        
                        
                        43,381
                        
                        
                        
                        5,185
                        
                        
                        
                        2,884
                        
                        
                        
                        389
                        
                        
                        
                        303
                        
                        
                        
                        153
                        
                        
                        
                        52,2954.00%
      - 4.99%
                        
                        
                        83,612
                        
                        
                        
                        19,068
                        
                        
                        
                        3,391
                        
                        
                        
                        4,322
                        
                        
                        
                        4,704
                        
                        
                        
                        1,121
                        
                        
                        
                        116,2185.00%
      - 5.99%
                        
                        
                        134,002
                        
                        
                        
                        3,745
                        
                        
                        
                        446
                        
                        
                        
                        1,458
                        
                        
                        
                        666
                        
                        
                        
                        -
                        
                        
                        
                        140,317Over
      6.00%
                        
                        
                        411
                        
                        
                        
                        135
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        546Total
      Certificate Accounts
                        
                        $
                        262,841
                        
                        
                        $
                        28,133
                        
                        
                        $
                        6,793
                        
                        
                        $
                        6,169
                        
                        
                        $
                        5,673
                        
                        
                        $
                        1,274
                        
                        
                        $
                        310,883





A summary
of interest expense on deposits is as follows: (dollars in thousands)





Year Ended
              Dec 2007
            
            
            Year
      Ended
              Dec
      2006
            
            
            Year
      Ended
              Dec
      2005Checking
            
            $
            1,698
            
            
            $
            1,522
            
            
            $
            467Savings
            
            
            63
            
            
            
            70
            
            
            
            76Money
      market
            
            
            5,869
            
            
            
            4,982
            
            
            
            2,438Certificates
      accounts
            
            
            15,029
            
            
            
            12,805
            
            
            
            10,284Total
      Interest Expense
            
            $
            22,659
            
            
            $
            19,379
            
            
            $
            13,265





8.
            FEDERAL HOME LOAN BANK
      ADVANCES


The
Company was eligible to borrow from the FHLB additional amounts up to $28.5
million and $34.3 million at December 31, 2007 and 2006,
respectively.  The following FHLB borrowings were secured by assets
totaling $329.9 million.  The assets include securities and qualifying
loans on residential properties, multifamily properties and commercial real
estate. (dollars in
thousands)





Maturing
      During
              Year
      Ended
              December
      31
            
            Amount
            
            
            Weighted
              Average
              Rate2008
            
            $
            31,850
            
            
            
            4.89
            %2009
            
            
            12,000
            
            
            
            4.85
            %2010
            
            
            11,250
            
            
            
            5.08
            %2011
            
            
            12,000
            
            
            
            5.10
            %2012
            
            
            30,000
            
            
            
            3.95
            %Thereafter
            
            
            2,249
            
            
            
            6.51
            %Total
      FHLB Borrowings
            
            $
            99,349
            
            
            
            4.68
            %








9.
            OTHER
      BORROWINGS


Junior Subordinated
Debt


On
September 15, 2006, the Company entered into several agreements providing for
the private placement of $15,000,000 of Capital Securities due September 15,
2036 (the “Capital Securities”).  The Capital Securities were issued
by the Company’s Delaware trust subsidiary, Home Federal Statutory Trust I (the
“Trust”), to Bear, Stearns & Co., Inc. (the “Purchaser”).  The
Company bought $464,000 in Common Securities (the “Common Securities”) from the
Trust.  The proceeds of the sale of Capital Securities and Common
Securities were used by the Trust to purchase $15,464,000 in principal amount of
Junior Subordinated Debt Securities (the “Debentures”) from the Company pursuant
to an Indenture (the “Indenture”) between the Company and LaSalle Bank National
Association, as trustee (the “Trustee”).





The
Common Securities and Capital Securities will mature in 30 years, will require
quarterly distributions of interest and will bear a floating variable rate equal
to the prevailing three-month LIBOR rate plus 1.65% per annum. Interest on the
Capital Securities and Common Securities is payable quarterly in arrears each
December 15, March 15, June 15 and September 15.  The Company may
redeem the Capital Securities and the Common Securities, in whole or in part,
without penalty, on or after September 15, 2011, or earlier upon the occurrence
of certain events described below with the payment of a premium upon
redemption.





The
Company, as Guarantor, entered into a Guarantee Agreement with LaSalle Bank
National Association, as Guarantee





- 39
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





Trustee,
for the benefit of the holders of the Capital Securities. Pursuant to the
Guarantee Agreement, the Company unconditionally agreed to pay to the holders of
the Capital Securities all amounts becoming due and payable with respect to the
Capital Securities, to the extent that the Trust has funds available for such
payment at the time. The Company’s guarantee obligation under the Guarantee
Agreement is a general unsecured obligation of the Company and is subordinate
and junior in right of payment to all of the Company’s long term
debt.





The
Debentures bear interest at the same rate and on the same dates as interest is
payable on the Capital Securities and the Common Securities.  The
Company has the option, as long as it is not in default under the Indenture, at
any time and from time to time, to defer the payment of interest on the
Debentures for up to twenty consecutive quarterly interest payment
periods.  During any such deferral period, or while an event of
default exists under the Indenture, the Company may not declare or pay dividends
or distributions on, redeem, purchase, or make a liquidation payment with
respect to, any of its capital stock, or make payments of principal, interest or
premium on, or repay or repurchase, any other debt securities that rank equal or
junior to the Debentures, subject to certain limited exceptions.





The
Debentures mature 30 years after their date of issuance, and can be redeemed in
whole or in part by the Company, without penalty, at any time after September
15, 2011.  The Company may also redeem the Debentures upon the
occurrence of a “capital treatment event,” an “investment company event” or a
“tax event” as defined in the Indenture, but if such redemption occurs prior to
September 15, 2011, a premium will be payable to Debenture holders upon the
redemption.  The payment of principal and interest on the Debentures
is subordinate and subject to the right of payment of all “Senior Indebtedness”
of the Company as described in the Indenture.





Long Term Debt


The
Company has a revolving note with LaSalle Bank N.A with an available balance of
$17.5 million which matures February 15, 2009.  The outstanding
balance was zero at December 31, 2007 and 2006.  The note accrues
interest at a variable rate based on the ninety-day LIBOR index, on the date of
the draw, plus 140 basis points (6.0% on December 31, 2007).  Interest
payments are due ninety days after the date of any principal draws made on the
loan and every ninety days thereafter.  The assets of the Company
collateralized the borrowings under the note.  Under terms of the
agreement, the Company is bound by certain restrictive debt covenants relating
to earnings, net worth and various financial ratios.





Other Borrowings


The
Company has a $5.0 million overdraft line of credit with the Federal Home Loan
Bank, none of which was used as of December 31, 2007 or 2006.  The
line of credit accrues interest at a variable rate (3.75% on December 31,
2007).  The Company also has letters of credit for $1.4 million and
$278,000, as of December 31, 2007 and 2006, respectively, none of which was used
as of either year end.  The Company has a contract with an official
check overnight remittance service.  The balance with the remittance
service was $20,000 as of December 31, 2007 and zero as of December 31,
2006.





10.
            INCOME
  TAXES


An
analysis of the income tax provision is as follows: (dollars in thousands)





Year Ended
            
            
            Year
      Ended
            
            
            Year
      EndedDec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Current:Federal
            
            $
            2,610
            
            
            $
            4,202
            
            
            $
            2,514State
            
            
            722
            
            
            
            656
            
            
            
            281DeferredFederal
            
            
            (164
            )
            
            
            (1,552
            )
            
            
            65State
            
            
            (32
            )
            
            
            (489
            )
            
            
            109Income
      Tax Provision
            
            $
            3,136
            
            
            $
            2,817
            
            
            $
            2,969





The
difference between the financial statement provision and amounts computed by
using the statutory rate of 34%
is reconciled as follows: (dollars in
thousands)





Period
      Ended
            
            Dec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Income
      tax provision at federal statutory rate
            
            $
            3,148
            
            
            $
            3,148
            
            
            $
            3,084State
      tax, net of federal tax benefit
            
            
            456
            
            
            
            110
            
            
            
            256Tax
      exempt interest
            
            
            (300
            )
            
            
            (315
            )
            
            
            (206
            )Increase
      in cash surrender value of life insurance
            
            
            (171
            )
            
            
            (157
            )
            
            
            (152
            )Other,
      net
            
            
            3
            
            
            
            31
            
            
            
            (13
            )Income
      Tax Provision
            
            $
            3,136
            
            
            $
            2,817
            
            
            $
            2,969




- 40
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





The
Company is allowed to deduct an addition to a reserve for bad debts in
determining taxable income.  This addition differs from the provision
for loan losses for financial reporting purposes.  No deferred taxes
have been provided on the income tax bad debt reserves which total $6.0 million,
for years prior to 1988.  This tax reserve for bad debts is included
in taxable income of later years only if the bad debt reserves are subsequently
used for purposes other than to absorb bad debt losses.  Because the
Company does not intend to use the reserves for purposes other than to absorb
losses, no deferred income taxes were provided at December 31, 2007 and 2006
respectively.  Pursuant to Statement of Financial Accounting Standards
No. 109 (“SFAS 109”), ”Accounting for Income Taxes,” the Company has recognized
the deferred tax consequences of differences between the financial statement and
income tax treatment of allowances for loan losses arising after June 30,
1987.





The
Company’s deferred income tax assets and liabilities, included in prepaid
expenses and other assets, are as follows: (dollars in thousands)





As
      Of
            
            Dec. 2007
            
            
            Dec.
      2006Deferred
      tax assets:Bad
      debt reserves, net
            
            $
            2,750
            
            
            $
            2,602Unrealized
      loss on securities available for sale
            
            
            89
            
            
            
            189Capital
      loss on securities available for sale
            
            
            -
            
            
            
            771Sale
      leaseback gain
            
            
            751
            
            
            
            -Other
            
            
            170
            
            
            
            229Deferred
      compensation
            
            
            2,356
            
            
            
            2,170Total
      deferred tax assets
            
            
            6,116
            
            
            
            5,961Deferred
      tax liabilities:Difference
      in basis of fixed assets
            
            
            304
            
            
            
            387FHLB
      dividend
            
            
            204
            
            
            
            204Deferred
      fees
            
            
            610
            
            
            
            595Total
      deferred tax liabilities
            
            
            1,118
            
            
            
            1,186Net
      Deferred Tax Asset
            
            $
            4,998
            
            
            $
            4,775





11.
            REGULATORY
      MATTERS


The
Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum
capital requirements can initiate certain mandatory – and possible additional
discretionary – actions by regulators that, if undertaken, could have a direct
material effect on the Company’s and Bank’s financial
statements.  Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the 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
guidance.  The capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings, and
other factors.





Quantitative
measures that have been established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the following table), of total and Tier 1 capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to average assets (as defined).  As of December 31, 2007, the
Company and the Bank met all capital adequacy requirements to which they were
subject.





As of
December 31, 2007, the most recent notifications from the Federal Reserve
categorized the Company and the Bank as “well capitalized” under the regulatory
framework for prompt corrective action.  To be categorized as “well
capitalized” the Company and the Bank must maintain minimum total risk-based,
Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the
table.  There are no conditions or events since that notification that
management believes have changed either entity’s category.





- 41
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





A summary
of capital amounts and ratios as of December 31, 2007 and 2006:


(dollars
in thousands)





Actual
            
            
            For
      Capital
              Adequacy
      Purposes
            
            
            To
      Be Categorized As
              “Well
      Capitalized”
              Under
      Prompt
              Corrective
      Action
              ProvisionsAmount
            
            
            Ratio
            
            
            Amount
            
            
            Ratio
            
            
            Amount
            
            
            RatioAs
      of December 31, 2007Total
      risk-based capital(to
      risk-weighted assets)Indiana
      Bank and Trust Company
            
            $
            86,130
            
            
            
            10.65
            %
            
            $
            64,673
            
            
            
            8.0
            %
            
            $
            80,842
            
            
            
            10.0
            %Home
      Federal Bancorp Consolidated
            
            $
            88,289
            
            
            
            10.91
            %
            
            $
            64,759
            
            
            
            8.0
            %
            
            $
            80,949
            
            
            
            10.0
            %Tier
      1 risk-based capital(to
      risk-weighted assets)Indiana
      Bank and Trust Company
            
            $
            79,158
            
            
            
            9.79
            %
            
            $
            32,337
            
            
            
            4.0
            %
            
            $
            48,505
            
            
            
            6.0
            %Home
      Federal Bancorp Consolidated
            
            $
            81,317
            
            
            
            10.05
            %
            
            $
            32,380
            
            
            
            4.0
            %
            
            $
            48,569
            
            
            
            6.0
            %Tier
      1 leverage capital(to
      average assets)Indiana
      Bank and Trust Company
            
            $
            79,158
            
            
            
            8.95
            %
            
            $
            35,375
            
            
            
            4.0
            %
            
            $
            44,219
            
            
            
            5.0
            %Home
      Federal Bancorp Consolidated
            
            $
            81,317
            
            
            
            9.18
            %
            
            $
            35,423
            
            
            
            4.0
            %
            
            $
            44,279
            
            
            
            5.0
            %








Actual
            
            
            For
      Capital
              Adequacy
      Purposes
            
            
            To
      Be Categorized As
              “Well
      Capitalized”
              Under
      Prompt
              Corrective
      Action
              ProvisionsAmount
            
            
            Ratio
            
            
            Amount
            
            
            Ratio
            
            
            Amount
            
            
            RatioAs
      of December 31, 2006Total
      risk-based capital(to
      risk-weighted assets)Indiana
      Bank and Trust Company
            
            $
            89,811
            
            
            
            11.83
            %
            
            $
            60,759
            
            
            
            8.0
            %
            
            $
            75,948
            
            
            
            10.0
            %Home
      Federal Bancorp Consolidated
            
            $
            91,972
            
            
            
            12.09
            %
            
            $
            60,845
            
            
            
            8.0
            %
            
            $
            76,056
            
            
            
            10.0
            %Tier
      1 risk-based capital(to
      risk-weighted assets)Indiana
      Bank and Trust Company
            
            $
            83,213
            
            
            
            10.96
            %
            
            $
            30,379
            
            
            
            4.0
            %
            
            $
            45,569
            
            
            
            6.0
            %Home
      Federal Bancorp Consolidated
            
            $
            85,374
            
            
            
            11.23
            %
            
            $
            30,423
            
            
            
            4.0
            %
            
            $
            45,634
            
            
            
            6.0
            %Tier
      1 leverage capital(to
      average assets)Indiana
      Bank and Trust Company
            
            $
            83,213
            
            
            
            9.43
            %
            
            $
            35,308
            
            
            
            4.0
            %
            
            $
            44,135
            
            
            
            5.0
            %Home
      Federal Bancorp Consolidated
            
            $
            85,374
            
            
            
            9.66
            %
            
            $
            35,347
            
            
            
            4.0
            %
            
            $
            44,184
            
            
            
            5.0
            %




Dividend
Restrictions


The
principal source of income and funds for the Company is dividends from the
Bank.  The Bank is subject to certain restrictions on the amount of
dividends that it may declare without prior regulatory approval.  The
Bank requested and received regulatory approval to pay $11.2 million and $7.5
million in dividends to its sole shareholder Home Federal Bancorp for the years
ended December 2007 and 2006, respectively.  In 2008, the Bank
anticipates requesting regulatory approval to pay dividends to the
Company.





Additionally
eligible deposit account holders at the time of conversion, January 14, 1988,
were granted priority in the event of a future liquidation of the
Bank.  Consequently, a special reserve account was established equal
to the Bank’s $9,435,000 equity at December 31, 1986.  No dividends
may be paid to shareholders or outstanding shares repurchased if such payments
reduce the equity of the Bank below the amount required for the liquidation
account.





- 42
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





12.
            EMPLOYEE BENEFIT
      PLANS


Multi-employer Pension
Plan


The
Company participates in a noncontributory multi-employer pension plan covering
all qualified employees.  The trustees of the Financial Institutions
Retirement Fund administer the plan.  There is no separate valuation
of the plan benefits or segregation of plan assets specifically for the Company,
because the plan is a multi-employer plan and separate actuarial valuations are
not made with respect to each employer.  However, as of June 30, 2007,
the latest actuarial valuation, the total plan assets exceeded the actuarially
determined value of accrued benefits.  The Company had expenses of
$1.2 million, $1.3 million and $1.3 million for the years ended December 2007,
2006 and 2005, respectively.  Cash contributions to the multi-employer
pension plan for these same periods were $1.2 million, $1.1 million and $1.4
million, respectively.





Supplemental Retirement
Plan


The
Company has entered into supplemental retirement agreements for certain officers
(the “Plan”).  These agreements are unfunded. However, the Company has
entered into life insurance contracts to offset the expense of these
agreements.  Benefits under these arrangements are generally paid over
a 15 year period.  The following table sets forth the Plan's funded
status and amount recognized in the Company's consolidated statements of income
for the years ended December 31,2007,2006 and
2005, as well as the projected benefit cost for 2008:  (dollars in thousands)





ProjectedDec 2008
            
            
            Dec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Economic
      assumptions:Discount
      rate
            
            
            
            
            
            6.0
            %
            
            
            5.8
            %
            
            
            5.8
            %Salary
      rate
            
            
            
            
            
            4.0
            %
            
            
            4.0
            %
            
            
            4.0
            %Components
      of net periodic pension expense:Interest
      cost on projected benefit obligation
            
            $
            242
            
            
            $
            222
            
            
            $
            197
            
            
            $
            197Service
      cost
            
            
            104
            
            
            
            101
            
            
            
            100
            
            
            
            91Prior
      service cost
            
            
            99
            
            
            
            93
            
            
            
            61
            
            
            
            53Net
      Periodic Benefit Cost
            
            $
            445
            
            
            $
            416
            
            
            $
            358
            
            
            $
            341





A
reconciliation of the prior and ending balances of the Projected Benefit
Obligation ("PBO") for 2007 and 2006 is as follows: (dollars in thousands)





Dec 2007
            
            
            Dec
      2006Projected
      benefit obligation at beginning of year
            
            $
            3,647
            
            
            $
            3,522Interest
      cost
            
            
            222
            
            
            
            197Service
      cost
            
            
            101
            
            
            
            100Actuarial
      loss
            
            
            411
            
            
            
            47Benefits
      paid during year
            
            
            (219
            )
            
            
            (219
            )Projected
      Benefit Obligation at End of Year (unfunded status)
            
            $
            4,162
            
            
            $
            3,647





In
September 2006, the FASB issued SFAS No. 158.  This Statement requires
an employer to recognize the overfunded or underfunded status of a defined
benefit postretirement plan (other than a multiemployer plan) as an asset or
liability in its consolidated financial statements and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income.  A summary of the Plan's funded status at December 31, 2007
and 2006 is as follows: (dollars in
thousands)




Dec 2007
            
            
            Dec
      2006Accrued
      benefit cost at beginning of year
            
            $
            2,667
            
            
            $
            2,528Benefit
      cost
            
            
            416
            
            
            
            358Benefits
      paid
            
            
            (219
            )
            
            
            (219
            )Accrued
      Benefit Cost at End of Year
            
            $
            2,864
            
            
            $
            2,667Unfunded
      status at End of Year
            
            $
            4,162
            
            
            $
            3,647Balance
      sheet adjustment at End of Year
            
            
            1,298
            
            
            
            980Accumulated
      other comprehensive income End of Year
            
            
            784
            
            
            
            592




- 43
-




NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 For The
Years Ended December 31, 2007, 2006 and 2005
  Other
changes in plan assets and benefit obligations recognized in other comprehensive
income are as follows for the years ended December 31, 2007 and 2006: (dollars in thousands)





Dec 2007
            
            
            Dec
      2006Net
      loss
            
            $
            372
            
            
            $
            472Amortization
      of prior service cost
            
            
            (54
            )
            
            
            508Total
      recognized in other comprehensive income
            
            $
            318
            
            
            $
            980Total
      recognized in net periodic benefit cost and other comprehensive
      income
            
            $
            734
            
            
            $
            1,337





The
estimated net loss and prior service cost for the Plan that will be amortized
from accumulated other comprehensive income into net periodic benefit cost over
the next fiscal year are $45,000 and $54,000, respectively.  As of
December 31, 2007, the projected benefit obligation and the accumulated benefit
obligation are $4.2 million and $4.0 million, respectively.





Prior
service cost is amortized over the estimated remaining employee service lives of
approximately eight years.  The Company expects to make contributions
of $445,000 to the plan in 2008.  The Bank anticipates paying benefits
over the next five years and in the aggregate for the five years thereafter as
follows:  2008 - $226,000, 2009 - $212,000, 2010 - $258,000, 2011 -
$262,000, 2012 - $263,000 and  2013 through 2017 -
$1,792,000.





401(k) Plan


The
Company has an employee thrift plan established for substantially all full-time
employees.  The Company has elected to make matching contributions
equal to 50% of the employee contributions up to a maximum of 1.5% of an
individual's total eligible salary.  The Company contributed $136,000,
$126,000 and $121,000, during the years ended December 31, 2007, 2006 and 2005,
respectively, to this plan.






13.
            STOCK
    OPTIONS


The
Company has stock option plans for the benefit of officers, other key employees
and directors.  As of December 31, 2007, the plans were authorized to
grant additional options to purchase 230,662 shares of the Company's common
stock.  The option price is not to be less than the fair market value
of the common stock on the date the option is granted, and the stock options are
exercisable at any time within the maximum term of 10 years and one day from the
grant date, limited by general vesting terms up to a maximum amount of $100,000
per year on incentive stock options.  The options are nontransferable
and are forfeited upon termination of employment, except in case of retirement,
in which case the options are exercisable for three years after date of
retirement.  The Company issues new common shares to satisfy exercises
of stock options.





Effective
January 1, 2006, the Company adopted the fair value recognition provisions of
Statement of Financial Accounting Standards No. 123(R) “Share-Based Payment”
(“SFAS 123(R)”).  Under the modified prospective method of adoption
selected by the Company, compensation expense related to stock options is
recognized beginning January 1, 2006 for any new awards issued after this date,
as well as for any previously-issued awards vesting on or after January 1,
2006.  The pre-tax compensation cost charged against income and the
related income tax benefit recognized in the December 31, 2007 income statement
was $137,000 and $46,000, respectively.





No
options were granted during the year ended December 31, 2007.  The
weighted average grant date fair value of options granted December 31, 2006 and
2005 was $5.58 and $5.00, respectively.  The Company estimates the
fair value of each option on the date of grant using the Black Scholes
model.  The Black Scholes model uses the following assumptions: 1.)
expected life in years which is based on historical employee behavior; 2.)
annualized volatility which is based on the price volatility of the Company’s
stock over the expected life of the option; 3.) annual rate of quarterly
dividends based on most recent historical rate; 4.) the discount rate based on
the zero coupon bond with a term equal to the expected life of the option; and
5.) assuming no forfeitures of options.  The fair value of options
granted in 2006 was calculated using the following
assumptions:  dividend yield of 2.81% to 3.08%; risk-free interest
rates of 4.53% to 4.90%; expected volatility of 18.75% to 21.07%; and expected
life of 5.91 to 6.03 years.  The fair value of options granted in 2005
was calculated using the following assumptions:  dividend yield of
2.97% to 3.07%; risk-free interest rates of 3.68% to 4.11%; expected volatility
of 22.13% to 22.38%; and expected life of 5.91.




- 44
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005




The
following is the stock option activity for the years ended December 31, 2007,
2006 and 2005 and the stock options outstanding at the end of the respective
periods:




Options
            
            Shares
            
            
            Weighted
              Average
              Exercise
      Price
            
            
            Weighted
              AverageLife
              (in
      years)
            
            
            Aggregate
              Intrinsic
      ValueOutstanding
      December 31, 2004
            
            
            686,658Granted
            
            
            50,000Forfeited
            
            
            (9,875
            )Exercised
            
            
            (109,066
            )Outstanding
      December 31, 2005
            
            
            617,717
            
            
            $
            21.86Granted
            
            
            97,500
            
            
            
            26.87Forfeited
            
            
            (3,000
            )
            
            
            26.90Exercised
            
            
            (104,724
            )
            
            
            18.74Outstanding
      December 31, 2006
            
            
            607,493
            
            
            $
            23.17Forfeited
            
            
            (53,531
            )
            
            
            25.58Exercised
            
            
            (148,010
            )
            
            
            22.48Outstanding
      December 31, 2007
            
            
            405,952
            
            
            $
            23.11
            
            
            4.3
            
            
            $989,000Exercisable
      at December 31, 2007
            
            
            359,193
            
            
            $
            22.62
            
            
            3.8
            
            
            $1,051,000




Options
outstanding at December 31, 2007 include vested options and options expected to
vest, assuming no forfeitures.  As of December 31, 2007, there was
approximately $89,000 of unrecognized compensation cost related to the unvested
shares; that cost is expected to be recognized over the remaining vesting
period, which approximates 3 years.  The total intrinsic value of
options exercised for the year ended December 31, 2007 was
$763,000.  During 2007, 2006 and 2005, the Company received
$3,300,000, $1,962,000 and $1,846,000, respectively, from stock options
exercised.  Additionally, the Company received a tax benefit from
options which had been exercised of $339,000, $133,000 and $270,000 in 2007,
2006, and 2005, respectively.






14.
            COMMITMENTS


Financial Instruments with Off-Balance
Sheet Risk


In the
normal course of business, the Company makes various commitments to extend
credit that are not reflected in the accompanying consolidated balance
sheets.  Commitments, which are disbursed subject to certain
limitations, extend over various periods of time.  Generally, unused
commitments are cancelled upon expiration of the commitment term as outlined in
each individual contract.  The following table summarizes the
Company’s significant commitments: (dollars in
thousands)





Dec 2007
            
            
            Dec
      2006Commitments
      to extend credit:Commercial
      mortgage loans and commercial loans
            
            $
            141,490
            
            
            $
            123,734Residential
      mortgage loans
            
            
            18,451
            
            
            
            23,184Revolving
      home equity lines of credit
            
            
            44,499
            
            
            
            52,616Other
            
            
            19,806
            
            
            
            20,812Standby
      letters of credit
            
            
            6,501
            
            
            
            4,457Commitments
      to sell loans:Residential
      mortgage loans
            
            
            8,572
            
            
            
            8,976Commercial
      mortgage loans and commercial loans
            
            
            21,285
            
            
            
            6,262





Management
believes that none of these arrangements exposes the Company to any greater risk
of loss than already reflected on our balance sheet so accordingly no reserves
have been established for these commitments.





The
Company’s exposure to credit loss in the event of nonperformance by the other
parties to the financial instruments for commitments to extend credit is
represented by the contract amount of those instruments.  The Company
uses the same credit policies and collateral requirements in making commitments
as it does for on-balance sheet instruments.





- 45
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





Lease Obligations


The
Company leases banking facilities and other office space under operating leases
that expire at various dates through 2022 and that contain certain renewal
options.  Rent expenses charged to operations were $242,000, $113,000,
and $76,000 for the years ended December 31, 2007, 2006, and 2005,
respectively.  As of December 31, 2007, future minimum annual rental
payments under these leases are as follow: (dollars in thousands)





Year
      Ended December
            
            Amount2008
            
            $
            4202009
            
            
            4242010
            
            
            4352011
            
            
            4442012
            
            
            314Thereafter
            
            
            3,443Total
      Minimum Operating Lease Payments
            
            $
            5,480








Employment
Agreements


The
Company has entered into change in control agreements with certain executive
officers.  Under certain circumstances provided in the agreements, the
Company may be obligated to pay three times such officer’s base salary and to
continue their health insurance coverage for twelve months.





15.
            FAIRVALUE OF FINANCIAL
      INSTRUMENTS


The
disclosure of the estimated fair value of financial instruments is as follows:
(dollars in thousands)





Dec 2007
            
            
            Dec
      2006Carrying
              Value
            
            
            Fair
              Value
            
            
            Carrying
              Value
            
            
            Fair
              ValueAssets:Cash
      and due from banks
            
            $
            40,552
            
            
            $
            40,552
            
            
            $
            106,063
            
            
            $
            106,063Securities
      available for sale
            
            
            62,306
            
            
            
            62,306
            
            
            
            56,887
            
            
            
            56,887Securities
      held to maturity
            
            
            1,557
            
            
            
            1,558
            
            
            
            1,635
            
            
            
            1,628Loans
      held for sale
            
            
            7,112
            
            
            
            7,250
            
            
            
            6,925
            
            
            
            7,055Loans,
      net
            
            
            742,874
            
            
            
            748,545
            
            
            
            675,662
            
            
            
            667,573Accrued
      interest receivable
            
            
            4,670
            
            
            
            4,670
            
            
            
            4,679
            
            
            
            4,679Federal
      Home Loan Bank stock
            
            
            8,329
            
            
            
            8,329
            
            
            
            8,329
            
            
            
            8,329Liabilities:Deposits
            
            
            707,551
            
            
            
            711,344
            
            
            
            727,159
            
            
            
            726,300FHLB
      borrowings
            
            
            99,349
            
            
            
            101,409
            
            
            
            68,667
            
            
            
            68,723Junior
      subordinated debt
            
            
            15,464
            
            
            
            15,520
            
            
            
            15,464
            
            
            
            14,999Short-term
      borrowings
            
            
            20
            
            
            
            20
            
            
            
            -
            
            
            
            -Advance
      payments by borrowers for taxes and insurance
            
            
            233
            
            
            
            233
            
            
            
            354
            
            
            
            354Accrued
      interest payable
            
            
            541
            
            
            
            541
            
            
            
            715
            
            
            
            715Financial
      Instruments:Commitments
      to extend credit
            
            
            129
            
            
            
            129
            
            
            
            25
            
            
            
            25Interest
      rate swaps
            
            
            (70
            )
            
            
            (70
            )
            
            
            (86
            )
            
            
            (86
            )





The
Company, using available market information and appropriate valuation
methodologies, has determined the estimated fair values of financial
instruments.  Considerable judgment is required in interpreting market
data to develop the estimates of fair value.  Accordingly, the
estimates presented herein are not necessarily indicative of the amounts that
the Company could realize in a current market exchange.  The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.





- 46
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





Cash, Interest-bearing Deposits, Accrued
Interest Receivable, Advance Payments by Borrowers for Taxes and Insurance,
Accrued Interest Payable and Short-term Borrowings


The
carrying amount as reported in the Consolidated Balance Sheets is a reasonable
estimate of fair value.





Securities Held to Maturity and
Available forSale


Fair
values are based on quoted market prices and dealer quotes.  If quoted
market prices or dealer quotes are not available, fair value is determined based
on quoted prices of similar instruments.





Loans Held forSaleand Loans, net


The fair
value is estimated by discounting the future cash flows using the current rates
for loans of similar credit risk and maturities.  The estimate of
credit losses is equal to the allowance for loan losses.





Federal Home Loan Bank
Stock


The fair
value is estimated to be the carrying value, which is par.





Deposits


The fair
value of demand deposits, savings accounts and money market deposit accounts is
the amount payable on demand at the reporting date.  The fair value of
fixed-maturity certificates of deposit is estimated, by discounting future cash
flows, using rates currently offered for deposits of similar remaining
maturities.





FHLB Borrowings


The fair
value is estimated by discounting future cash flows using rates currently
available to the Company for advances of similar maturities.





Junior Subordinated Debt and Long Term
Debt


Rates
currently available to the Company for debt with similar terms and remaining
maturities are used to estimate fair value of existing debt.





Interest Rate Swaps


The fair
value is derived from models based upon well-recognized financial principles
which management believes provide a reasonable approximation of the fair value
of the interest rate swap transactions.





Commitments


The
commitments to originate and purchase loans have terms that are consistent with
current market conditions.  The carrying value of the commitments to
extend credit represent the unamortized fee income assessed based on the credit
quality of the borrower.  Since the amount assessed represents the
market rate that would be charged for similar agreements, management believes
that the fair value approximates the carrying value of these
instruments.





The fair
value estimates presented herein are based on information available to
management at December 31, 2007and
2006.  Although management is not aware of any factors that would
significantly affect the estimated fair value amounts, such amounts have not
been comprehensively revalued for purposes of these financial statements since
that date, and, therefore, current estimates of fair value may differ
significantly from the amounts presented herein.





- 47
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





16.
            PARENT COMPANY FINANCIAL
      STATEMENTS


The
condensed financial statements of Home Federal Bancorp are as follows: (dollarsin
thousands)





As
      of
            
            Dec 2007
            
            
            Dec
      2006Condensed Balance Sheets(Parent Company
      only)Assets:Cash
            
            $
            2,203
            
            
            $
            1,406Investment
      in subsidiary
            
            
            81,184
            
            
            
            84,958Other
            
            
            709
            
            
            
            578Total
      Assets
            
            $
            84,096
            
            
            $
            86,942Liabilities:Junior
      subordinated debt
            
            $
            15,464
            
            
            $
            15,464Other
            
            
            1,178
            
            
            
            197Total
      liabilities
            
            
            16,642
            
            
            
            15,661Shareholders'
      equity
            
            
            67,454
            
            
            
            71,281Total
      Liabilities and Shareholders' Equity
            
            $
            84,096
            
            
            $
            86,942






Period
      Ended
            
            Dec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Condensed Statements of
      Income (Parent
      Company only)Dividends
      from subsidiary
            
            $
            11,246
            
            
            $
            7,548
            
            
            $
            8,172Interest
      on securities
            
            
            33
            
            
            
            10
            
            
            
            -Other
            
            
            -
            
            
            
            39
            
            
            
            176Total
      income
            
            
            11,279
            
            
            
            7,597
            
            
            
            8,348Interest
      on junior subordinated debt
            
            
            1,110
            
            
            
            326
            
            
            
            -Interest
      on long term debt
            
            
            6
            
            
            
            650
            
            
            
            808Non
      interest expenses
            
            
            820
            
            
            
            902
            
            
            
            971Total
      expenses
            
            
            1,936
            
            
            
            1,878
            
            
            
            1,779Income
      before taxes and change in undistributed earnings of
      subsidiary
            
            
            9,343
            
            
            
            5,719
            
            
            
            6,569Applicable
      income tax benefit
            
            
            (689
            )
            
            
            (637
            )
            
            
            (507
            )Income
      before change in undistributed earnings of subsidiary
            
            
            10,032
            
            
            
            6,356
            
            
            
            7,076Increase/(decrease)
      in undistributed earnings of subsidiary
            
            
            (3,909
            )
            
            
            85
            
            
            
            (974
            )Net
      Income
            
            $
            6,123
            
            
            $
            6,441
            
            
            $
            6,102




- 48
-





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


For The
Years Ended December 31, 2007, 2006 and 2005





Period
      Ended
            
            Dec 2007
            
            
            Dec
      2006
            
            
            Dec
      2005Condensed Statements of Cash
      Flows (Parent
      Company only)Operating
      Activities:Net
      income
            
            $
            6,123
            
            
            $
            6,441
            
            
            $
            6,102Adjustments
      to reconcile net income to net cash provided by operating
      activities:Benefit
      for deferred income taxes
            
            
            -
            
            
            
            (7
            )
            
            
            -(Increase)/decrease
      in other assets
            
            
            (131
            )
            
            
            (500
            )
            
            
            49Increase
      in other liabilities
            
            
            1,026
            
            
            
            585
            
            
            
            480(Increase)/decrease
      in undistributed earnings of subsidiary
            
            
            3,909
            
            
            
            (85
            )
            
            
            974Net
      cash provided by operating activities
            
            
            10,927
            
            
            
            6,434
            
            
            
            7,605Financing
      Activities:Payment
      of dividends on common stock
            
            
            (2,820
            )
            
            
            (2,913
            )
            
            
            (2,909
            )Repurchase
      shares of common stock
            
            
            (10,976
            )
            
            
            (8,576
            )
            
            
            (8,086
            )Excess
      tax benefit related to stock based compensation
            
            
            339
            
            
            
            133
            
            
            
            270Exercise
      of stock options
            
            
            3,327
            
            
            
            1,962
            
            
            
            1,846Net
      cash used in financing activities
            
            
            (10,130
            )
            
            
            (9,394
            )
            
            
            (8,879
            )Net
      increase/(decrease) in cash
            
            
            797
            
            
            
            (2,960
            )
            
            
            (1,274
            )Cash
      at beginning of period
            
            
            1,406
            
            
            
            4,366
            
            
            
            5,640Cash
      at End of Period
            
            $
            2,203
            
            
            $
            1,406
            
            
            $
            4,366




- 49
-





Board of Directors
& Officers


OfHome Federal
Bancorp




Board of
      Directors
            Officers
            Senior
      Vice PresidentsJohn K. Keach,
      Jr.
            John
      K. Keach, Jr.
            J.
      Andrew ApplewhiteChairman
      of the Board, President
            Chairman
      of the Board,
            Lending
      Operationsand
      Chief Executive Officer,
            President
      andHome
      Federal Bancorp
            Chief
      Executive Officer
            William
      DentonCommercial
      OfficerJohn
      T. Beatty
            Mark
      T. GorskiPresident,
            Executive
      Vice President,
            Barry
      KehlBeatty
      Insurance, Inc.
            Chief
      Financial Officer, Treasurer
            Chief
      Credit Officerand
      SecretaryWilliam Blaser,
      CPA
            
            Keith
      LukenManaging
      Principal,
            Charles
      R. Farber
            Mortgage
      LendingL M
      Henderson & Co.
            Executive
      Vice President,Indianapolis
      Market President
            Melissa
      McGillHarold
      Force
            
            ControllerPresident,Force
      Construction Company, Inc.
            
            Jennifer
      MannsOfficers
      of Indiana Bank
            OperationsDavid
      W. Laitinen, MD
            and
      Trust CompanyOrthopedic
      Surgeon
            
            Pennie
      StancombeExecutive
      Officers
            Human
      ResourcesJohn
      M. Miller
            John
      K. Keach, Jr.President,
            Chairman
      of the Board, President
            John
      SchillingBest
      Beers, Inc.
            and
      Chief Executive Officer
            Commercial
      Real Estate LendingHarvard W. Nolting,
      Jr.
            Mark
      T. Gorski
            John
      TravisRetired
      from Nolting Foods, Inc.
            Executive
      Vice President,
            Commercial
      OfficerChief
      Financial Officer, TreasurerJohn
      K. Keach, Sr.
            and
      Secretary
            LuAnne
      WhewellChairman
      Emeritus
            
            Marketing/Branch
      AdministrationRetired
            Charles
      R. FaberExecutive
      Vice President,The
      Directors of Home Federal
            Indianapolis
      Market PresidentBancorp
      also serve as Directorsof
      Indiana Bank and Trust Company.





Shareholder
      InformationStock
    Listing
                  
                  For copies of the Home
      FederalThe
      common stock of Home Federal Bancorp is traded on the National
      Association of
      Securities Dealers Automated Quotation System, Global Market, under the
      HOMF. Home
      Federal Bancorp stock appears in The Wall Street Journal under the
      abbreviation
      HomFedBcpIN, and in other publications under the abbreviation
      HFdBcp. Subject
      to shareholder approval of the Company’s name change, the common
      stock of
      Indiana Community Bancorp is expected to be traded on NASDAQ under the
      symbol INCB.  Indiana
      Community Bancorp stock abbreviations in the Wall Street Journal
      and
      other publications are not yet know.
                  
                  Bancorp Annual Report,
      contact:Donna
      MaxieHome
      Federal Bancorp3801
      Tupelo Dr.Columbus,
      IN  47201(812)
      376-3323(877)
      626-7000For Financial Information
      andTransfer Agent &
      Registrar
                  
                  Security Analyst
      Inquires,To
      change name, address or ownership of stock, to report
                  
                  Please
    Contact:lost
      certificates, or to consolidate accounts, contact:
                  
                  Mark
      T. GorskiHome
      Federal BancorpLaSalle
      Bank National Association
                  
                  501
      Washington StreetCorporate
      Trust Shareholder Services
                  
                  Columbus,
      IN  47201480
      Washington Blvd.
                  
                  (812)
      376-3323Jersey
      City, NJ  07310-1900
                  
                  (877)
      626-7000(866)
      892-5628General
    Counsel
                  
                  For An Online Annual Report
      orBarnes
      & Thornburg
                  
                  Shareholder Inquires On
      The11
      South Meridian Street
                  
                  Web,Visit Us
      At:Indianapolis,
      IN 46204
                  
                  www.myindianabank.com





Shareholder & General
Inquiries


Home
Federal Bancorp is required to file an Annual Report on Form 10-K
for


its
fiscal year ended December 31, 2007, with the Securities and Exchange
Commission.






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