<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark one)

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM ______________ TO ________________________

                         COMMISSION FILE NUMBER 0-22387

                               DCB FINANCIAL CORP
                               ------------------
             (Exact name of registrant as specified in its charter)

                    OHIO                                        31-1469837
                    ----                                        ----------
     (State or other jurisdiction of                           (IRS Employer
     incorporation or organization)                         Identification No.)

 110 Riverbend Ave., Lewis Center, Ohio                            43035
 --------------------------------------                            -----
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code  (740) 657-7000

Securities registered pursuant to Section 12(b) of the Act:     None

Securities registered pursuant to Section 12(g) of the Act:    Common Shares,
                                                               No par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

At June 28, 2002, the aggregate market value of the voting stock held by
nonaffiliates of the registrant, based on a share price of $19.75 per share
(such price being the average of the bid and asked prices on such date) was
$76,769,336.

At February 28, 2003, the registrant had 4,168,234 common shares outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II of Form 10-K - Portions of the Annual Report to Shareholders for
the year ended December 31, 2002.

Part III of Form 10-K - Portions of the definitive Proxy Statement for the 2003
Annual Meeting of Shareholders of DCB Financial Corp.

<PAGE>

                                     PART I

ITEM 1    DESCRIPTION OF BUSINESS

     (a)  GENERAL DEVELOPMENT OF BUSINESS

         DCB Financial Corp (the "Corporation") is a financial holding company
         headquartered in Lewis Center, Ohio. The Corporation has one
         wholly-owned subsidiary bank, the Delaware County Bank and Trust
         Company (the "Bank"). The Bank also has two wholly-owned subsidiaries,
         D.C.B. Corporation and 362 Corp.

         The Corporation was incorporated under the laws of the State of Ohio in
         1997, at the direction of management of the Bank for the purpose of
         becoming a bank holding company by acquiring all outstanding shares of
         the Bank. The Corporation acquired all such shares of the Bank after an
         interim bank merger, which transaction was consummated on March 14,
         1997. The Bank is a commercial bank, chartered under the laws of the
         State of Ohio, and was organized in 1950.

     (b) NARRATIVE DESCRIPTION OF BUSINESS

         The Bank provides customary retail and commercial banking services to
         its customers, including checking and savings accounts, time deposits,
         IRAs, safe deposit facilities, personal loans, commercial loans, real
         estate mortgage loans, installment loans, night depository facilities
         and trust services. The Bank also provides cash management, bond
         registrar and paying services. Through its own computer department, the
         Bank provides data processing services to other financial institutions;
         however, such services are not a significant part of operations or
         revenue.

         The Corporation, through the Bank, grants residential real estate,
         commercial real estate, consumer and commercial loans to customers
         located primarily in Delaware, Franklin, Licking, Morrow, Marion and
         Union Counties, Ohio.

         The Bank is not significantly affected by seasonal activity or large
         deposits of any individual depositor. At year-end 2002, deposits of
         public funds (funds of governmental agencies and municipalities) were
         9% of total deposits. This amount can fluctuate, but generally not by a
         material amount. No material industry or group concentrations exist in
         the loan portfolio.

         Certain risks are involved in granting loans, primarily related to the
         borrowers' ability and willingness to repay the debt. Before the Bank
         extends a new loan to a customer, these risks are assessed through a
         review of the borrower's past and current credit history, the
         collateral being used to secure the transaction in case the customer
         does not repay the debt, the borrower's character and other factors.
         Once the decision has been made to extend credit, the Bank's
         independent loan review function and responsible credit officer
         monitors these factors throughout the life of the loan. All credit
         relationships of $575,000 or more are reviewed annually, as are 30% of
         credit relationships from $250,000 to $575,000, 20% of credit
         relationships from $100,000 to $250,000 (excluding residential
         mortgages), and 10% of residential mortgages from $100,000 to $250,000.
         In addition, any loan identified as a problem credit by management or
         during the loan review is assigned to the Bank's "watch loan list," and
         is subject to ongoing monitoring by the loan review function to ensure
         appropriate action is taken when deterioration has occurred.

         Commercial, industrial and agricultural loans are primarily variable
         rate and include operating lines of credit and term loans made to small
         businesses primarily based on their ability to repay the loan from the
         business's cash flow. Such loans are typically secured by business
         assets such as equipment and inventory and, occasionally, by the
         business owner's principal residence.

                                                                              2.

<PAGE>

         When the borrower is not an individual, the Bank generally obtains the
         personal guarantee of the business owner. As compared to consumer
         lending, which includes single-family residence, personal installment
         loans and automobile loans, commercial lending entails significant
         additional risks. These loans typically involve larger loan balances
         and are generally dependent on the business's cash flow and, thus, may
         be subject to adverse conditions in the general economy or in a
         specific industry. Management reviews the borrower's cash flows when
         deciding whether to grant the credit to evaluate whether estimated
         future cash flows will be adequate to service principal and interest of
         the new obligation in addition to existing obligations.

         Commercial real estate and farmland loans are primarily secured by
         borrower-occupied business real estate and are dependent on the ability
         of the related business to generate adequate cash flow to service the
         debt. Such loans primarily carry adjustable interest rates. Commercial
         real estate loans are generally originated with a loan-to-value ratio
         of 80% or less. Management performs much the same analysis when
         deciding whether to grant a commercial real estate loan as a commercial
         loan.

         Residential real estate loans and home equity lines of credit carry
         primarily adjustable rates, although fixed-rate loans are originated
         and are secured by the borrower's residence. Such loans are made based
         on the borrower's ability to repay the debt from employment and other
         income. Management assesses the borrower's ability to repay the debt
         through a review of credit history and ratings, verification of
         employment and other income, review of debt-to-income ratios and other
         measures of repayment ability. The Bank generally makes these loans in
         amounts of 80% or less of the value of collateral. An appraisal is
         obtained from a qualified real estate appraiser for substantially all
         loans secured by real estate.

         Due to the high level of growth in the Corporation's market area,
         construction lending has become a significant part of the Corporation's
         overall lending strategy. Construction loans are secured by residential
         and business real estate, generally occupied by the borrower on
         completion. The Bank's construction lending program is established in a
         manner to minimize risk of this type of lending by not making a
         significant amount of loans on speculative projects. While not
         contractually required to do so, the Bank usually makes the permanent
         loan at the end of the construction phase. Construction loans also are
         generally made in amounts of 80% or less of the value of collateral.

         Consumer installment loans to individuals include loans secured by
         automobiles and other consumer assets, including second mortgages on
         personal residences. Consumer loans for the purchase of new automobiles
         generally do not exceed 85% of the purchase price of the car. Loans for
         used cars generally do not exceed average wholesale or trade-in value
         as stipulated in a recent auto industry used car price guide. Credit
         card and overdraft protection loans are unsecured personal lines of
         credit to individuals of demonstrated good credit character with
         reasonably assured sources of income and satisfactory credit histories.
         Consumer loans generally involve more risk than residential mortgage
         loans because of the type and nature of collateral and, in certain
         types of consumer loans, the absence of collateral. Since these loans
         are generally repaid from ordinary income of an individual or family
         unit, repayment may be adversely affected by job loss, divorce, ill
         health or by general decline in economic conditions. The Bank assesses
         the borrower's ability to make repayment through a review of credit
         history, credit ratings, debt-to-income ratios and other measures of
         repayment ability.

                                                                              3.

<PAGE>

     (b)  NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)

         Another way the Bank meets the needs of its customers is through its
         lease-financing program. The Bank's leasing program involves leasing
         vehicles to individuals and businesses. The vehicle lease program
         includes new and late model automobiles and light trucks with terms
         from 12 to 60 months. The Bank also provides lease financing to
         businesses for commercial equipment, though this line of business
         represents a very small portion of the overall leasing program. The
         Bank's comprehensive program includes leasing new and used equipment
         with flexible terms, though generally the term of a given lease is
         limited to some extent by the type of equipment and its useful life.
         Average lease terms for commercial equipment leases generally range
         from 3 to 8 years.

         EMPLOYEES

         At December 31, 2002, the Bank employed 204 employees, 193 of whom were
         full-time. The Bank provides a number of benefits such as health,
         dental and life insurance for all, as well as education assistance for
         qualified employees. A 401(k) retirement plan is in place for eligible
         employees. No employee is represented by a union or collective
         bargaining group. Management considers its employee relations to be
         good. The Corporation has no employees not also employed by the Bank.

         COMPETITION

         The Bank operates in a highly competitive industry due to statewide and
         interstate branching by banks, savings and loan associations and credit
         unions. In its primary market area of Delaware County, Ohio and
         surrounding counties, the Bank competes for new deposit dollars and
         loans with several other commercial banks, both large regional banks
         and smaller community banks, as well as savings and loan associations,
         credit unions, finance companies, insurance companies, brokerage firms
         and investment companies. According to the most recent market data,
         there are approximately nine other deposit taking/lending institutions
         competing in the Bank's market. In addition, according to the market
         data, the Bank currently ranks first in market share with approximately
         43.3% of the market. The ability to generate earnings is impacted in
         part by competitive pricing on loans and deposits, and by changes in
         the rates on various U.S. Treasury, U. S. Government Agency and State
         and political subdivision issues which comprise a significant portion
         of the Bank's investment portfolio, and which rates are used as indices
         on various loan products. The Bank is competitive with interest rates
         and loan fees that it charges, in pricing and variety of accounts it
         offers to the depositor. The dominant pricing mechanism on loans is the
         Prime interest rate as published in the Wall Street Journal. The
         interest spread more than Prime depends on the overall account
         relationship and the creditworthiness of the borrower. Deposit rates
         are set monthly by the Asset/Liability Committee. The Bank's primary
         objective in setting deposit rates is to remain competitive in the
         market area while maintaining an adequate interest spread to meet
         overhead costs.

         SUPERVISION AND REGULATION

         The business in which The Bank and its subsidiaries are engaged is
         subject to extensive supervision, regulation and examination by various
         bank regulatory authorities and other governmental agencies in the
         state and country where the Corporation and its subsidiaries operate.
         The Bank is subject to supervision, regulation and periodic examination
         by the State of Ohio Superintendent of Financial Institutions and the
         Federal Deposit Insurance Corporation ("FDIC"). The supervision,
         regulation and examination to which The Bank and its subsidiaries are
         subject are intended primarily for the protection of depositors and the
         deposit insurance funds that insure the deposits of banks, rather than
         for the protection of security holders.

                                                                              4.

<PAGE>

         Earnings of the Bank are affected by state and federal laws and
         regulations, and by policies of various regulatory authorities. These
         policies include, for example, statutory maximum lending rates,
         requirements on maintenance of reserves against deposits, domestic
         monetary policies of the Board of Governors of the Federal Reserve
         System, United States fiscal policy, international currency regulations
         and monetary policies, certain restrictions on banks' relationships
         with many phases of the securities business and capital adequacy and
         liquidity restraints. As a financial holding company, the Corporation
         is subject to supervision, regulation and periodic examination by the
         Federal Reserve Board.

         LIABILITY FOR BANKING SUBSIDIARIES

         Under Federal Reserve Board policy, a bank holding company is expected
         to act as a source of financial and managerial strength for each of its
         subsidiary banks and to commit resources to their support. This support
         may be required at times when the bank holding company may not have the
         resources to provide it. Similarly, under the cross-guarantee
         provisions of the Federal Deposit Insurance Act, the FDIC can hold any
         FDIC-insured depository institution liable for any loss suffered or
         anticipated by the FDIC in connection with (1) the "default" of a
         commonly controlled FDIC-insured depository institution; or (2) any
         assistance provided by the FDIC to a commonly controlled FDIC-insured
         depository institution "in danger of default."

         FDICIA

         The Federal Deposit Insurance Corporation Improvement Act of 1991
         (FDICIA), and the regulations promulgated under FDICIA, among other
         things, established five capital categories for insured depository
         institutions-well capitalized, adequately capitalized,
         undercapitalized, significantly undercapitalized and critically
         undercapitalized-and requires federal bank regulatory agencies to
         implement systems for "prompt corrective action" for insured depository
         institutions that do not meet minimum capital requirements based on
         these categories. Unless a bank is well capitalized, it is subject to
         restrictions on its ability to offer brokered deposits and on certain
         other aspects of its operations. As of December 31, 2002 the
         Corporation and the Bank were both considered well capitalized based on
         the guidelines implemented by the Federal Reserve and FDIC.

         FINANCIAL MODERNIZATION

         The Gramm-Leach-Bliley Act was signed into law on November 12, 1999 and
         became effective March 11, 2000. It permits bank holding companies to
         become financial holding companies and thereby affiliate with
         securities firms and insurance companies and engage in other activities
         that are financial in nature. A bank holding company may become a
         financial holding company if each of its subsidiary banks is well
         capitalized under regulatory prompt corrective action provisions, is
         well managed, and has at least a satisfactory rating under the
         Community Reinvestment Act (CRA) by filing a declaration that the bank
         holding company wishes to become a financial holding company. No
         regulatory approval will be required for a financial holding company to
         acquire a company, other than a bank or savings association, engaged in
         activities that are financial in nature or incidental to activities
         that are financial in nature, as determined by the Federal Reserve
         Board.

         The Gramm-Leach-Bliley Act defines "financial in nature" to include
         securities underwriting, dealing and market making; sponsoring mutual
         funds and investment companies; insurance underwriting and agency;
         merchant banking activities; and activities that the Board has
         determined to be closely related to banking. Subsidiary banks of a
         financial holding company must continue to be well capitalized and well
         managed in order to continue to engage in activities that are financial
         in nature without regulatory actions or restrictions, which could
         include

                                                                              5.

<PAGE>

         divestiture of the financial in nature subsidiary or subsidiaries. In
         addition, a financial holding company or a bank may not acquire a
         company that is engaged in activities that are financial in nature
         unless each of the subsidiary banks of the financial holding company or
         the bank has CRA rating of satisfactory or better.

     (c) AVAILABLE INFORMATION

         The Company maintains an Internet web-site at the following internet
         address: http://www.dcbfinancialcorp.com. The Company makes available,
         free of charge through its internet address, copies of its annual
         report on Form 10-K, quarterly reports on Form 10-Q, current reports on
         Form 8-K, and any amendments to these reports as soon as reasonably
         practicable after such materials have been filed with or furnished to
         the SEC. Copies of these documents may also be obtained, either in
         electronic or paper form, by contacting Donald R. Blackburn at
         740-657-7000.

I        DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST
         RATES AND INTEREST DIFFERENTIAL

         The information required by this item can be found on Pages 10-12 of
         the Company's Annual Report to Shareholders. Such information is
         incorporated herein by reference.

                                                                              6.

<PAGE>

II       INVESTMENT PORTFOLIO

         The following table sets forth the carrying amount of securities at
         December 31, 2002, 2001 and 2000.

<TABLE>
<CAPTION>
    (In thousands)                                                 2002         2001          2000
                                                                   ----         ----          ----
<S>                                                             <C>           <C>          <C>
AVAILABLE FOR SALE
  U.S. Treasury                                                 $       --    $     --    $    1,016
  U.S. government agencies                                          29,995       43,756        60,683
  States and political subdivisions                                 14,425        7,276         6,071
  Corporate bonds                                                      247          208            --
  Mortgage-backed                                                   49,448       30,587        32,141
                                                                ----------    ---------    ----------
    Total debt securities                                           94,115       81,827        99,911
  Other securities                                                   2,362        2,194         2,044
                                                                ----------    ---------    ----------
                                                                $   96,477    $  84,021    $  101,955
                                                                ==========    =========    ==========

HELD TO MATURITY
  States and political subdivisions                             $       --    $   6,004    $    5,727
  Corporate bonds                                                       --          130            --
  Mortgage-backed                                                       --       28,584        24,116
                                                                ----------    ---------    ----------

                                                                $       --    $  34,718    $   29,843
                                                                ==========    =========    ==========
</TABLE>

         The following table sets forth information regarding scheduled
         maturities, fair value and weighted average yields of the Corporation's
         debt securities at December 31, 2002. The weighted average yield has
         been computed using the historical amortized cost for securities
         available for sale. The weighted average yield on tax-exempt
         obligations is computed on a taxable equivalent basis based on the
         Corporation's marginal federal income tax rate of 34%.

<TABLE>
<CAPTION>
                                                      ONE          FIVE
                                         ONE        THROUGH       THROUGH       AFTER
                                        YEAR         FIVE           TEN          TEN
    (In thousands)                     OR LESS       YEARS         YEARS        YEARS        TOTAL
                                       -------      -------       -------       -----        -----
<S>                                   <C>          <C>          <C>           <C>          <C>
AVAILABLE FOR SALE
  U.S. government agencies            $    1,015   $    4,876   $   18,271    $   5,833    $   29,995
  States and political
    subdivisions                             995        2,978        2,489        7,963        14,425
  Corporate bonds                             --          140           --          107           247
  Mortgage-backed                            137        2,621        8,065       38,625        49,448
                                      ----------   ----------   ----------    ---------    ----------
                                      $    2,147   $   10,615   $   28,825    $  52,528    $   94,115
                                      ==========   ==========   ==========    =========    ==========
Weighted average yield                      4.63%        5.13%        5.13%        6.88%         4.86%
                                      ==========   ==========   ==========    =========    ==========
</TABLE>

                                                                              7.

<PAGE>

II       INVESTMENT PORTFOLIO (CONTINUED)

         Excluding holdings of U.S. Treasury securities and other agencies of
         the U.S. Government, there were no investments in securities of any one
         issuer exceeding 10% of the Corporation's consolidated shareholders'
         equity at year-end 2002.

III      LOAN PORTFOLIO

         TYPES OF LOANS

         The amounts of gross loans outstanding at December 31, 2002, 2001,
         2000, 1999, and 1998 are shown in the following table.

<TABLE>
<CAPTION>
  (In thousands)                       2002         2001         2000         1999          1998
                                       ----         ----         ----         ----          ----
<S>                                 <C>          <C>          <C>           <C>          <C>
Commercial and industrial           $   45,543   $   52,534   $   48,262    $  39,017    $   39,810
Commercial real estate                 144,646      124,537      101,891       82,954        66,501
Residential real estate and
  home equity                           87,548       88,797       86,091       69,847        63,376
Real estate construction                37,603       34,212       32,493       29,723        32,382
Consumer and credit card                48,409       52,993       51,107       45,059        43,153
Lease financing                          6,412        9,520       12,278       11,669        10,759
                                    ----------   ----------   ----------    ---------    ----------

                                    $  370,161   $  362,593   $  331,018    $ 278,269    $  256,011
                                    ==========   ==========   ==========    =========    ==========
</TABLE>

         MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

         The following is a schedule of commercial, commercial real estate and
         construction loans at December 31, 2002 maturing with the various time
         frames indicated.

<TABLE>
<CAPTION>
                                                                  ONE
                                                      ONE       THROUGH         AFTER
                                                      YEAR        FIVE          FIVE
    (In thousands)                                  OF LESS       YEARS         YEARS        TOTAL
                                                    -------       -----         -----        -----
<S>                                                <C>          <C>           <C>          <C>
FIXED RATE
  Commercial and industrial                        $    1,256   $    6,775    $     267    $    8,298
  Commercial real estate                                  653        2,964       11,469        15,086
  Real estate construction                                747          172          389         1,308
                                                   ----------   ----------    ---------    ----------

                                                   $    2,656   $    9,911    $  12,125    $   24,692
                                                   ==========   ==========    =========    ==========

VARIABLE RATE
  Commercial and industrial                        $   19,273   $    7,644    $  10,328    $   37,245
  Commercial real estate                                8,157        9,322      112,081       129,560
  Real estate construction                              9,232       12,985       14,078        36,295
                                                   ----------   ----------    ---------    ----------

                                                   $   36,662   $   29,951    $ 136,487    $  203,100
                                                   ==========   ==========    =========    ==========
</TABLE>

                                                                              8.

<PAGE>

III      LOAN PORTFOLIO

         RISK ELEMENTS

               NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS

               The following table summarizes nonaccrual loans, accruing loans
               past  due greater than 90 days of more and restructured loans at
               December 31, 2002, 2001, 2000, 1999, and 1998.

<TABLE>
<CAPTION>
    (In thousands)                         2002        2001        2000        1999        1998
                                           ----        ----        ----        ----        ----
<S>                                      <C>         <C>         <C>         <C>          <C>
Nonaccrual loans                         $  3,387    $   3,390   $   1,278   $    472     $   753
Accruing loans past due
  90 days or more                             187          200         205        156         325
Troubled debt restructurings                   --           --          --         --          --
</TABLE>

               The policy for placing loans on nonaccrual status is to cease
               accruing interest on loans when management believes that
               collection of interest is doubtful, when loans are past due as to
               principal and interest 90 days or more, except that in certain
               circumstances interest accruals are continued on loans deemed by
               management to be fully collectible. In such cases, loans are
               individually evaluated in order to determine whether to continue
               income recognition after 90 days beyond the due dates. When loans
               are placed on nonaccrual, any accrued interest is charged against
               interest income.

               The additional amount of interest income that would have been
               recorded on nonaccrual loans, had they been current, totaled
               $259,000 for the year ended December 31, 2002.

               POTENTIAL PROBLEM LOANS

               In addition to the loans noted above, management performs a
               quarterly analysis of impaired loans. A loan is classified as
               impaired when full payment under the loan terms is not expected.
               Impairment is evaluated in total for smaller balance loans or
               loans of a similar nature such as residential mortgage, consumer
               and credit card loans, and on an individual basis for other
               loans. The total value of impaired loans not included in
               nonaccrual, past due or restructured loans at December 31, 2002
               was $1,525,000.

               LOAN CONCENTRATIONS

               At year-end 2002, there were no concentrations of loans greater
               than 10% of total loans that are not otherwise disclosed as a
               category of loans in Item III.A. above.

         OTHER INTEREST-BEARING ASSETS

            At year-end 2002, there were no other interest-bearing assets
            required to be disclosed under Item III.C.1. or 2. if such assets
            were loans.

                                                                              9.

<PAGE>

IV       SUMMARY OF LOAN LOSS EXPERIENCE

         ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

              The following table sets forth the activity in the Corporation's
              allowance for loan losses for the years ended December 31, 2002,
              2001, 2000, 1999, and 1998.

<TABLE>
<CAPTION>
        (In thousands)                  2002         2001         2000          1999         1998
                                        ----         ----         ----          ----         ----
<S>                                  <C>           <C>          <C>           <C>          <C>
Balance at beginning of year         $    3,596    $   3,334    $   2,793     $  1,948     $   1,842
Loans charged off:
   Commercial                            (1,989)        (278)        (115)        (358)         (112)
   Commercial real estate                   (73)          --           --           --           --
   Residential real estate
     and home equity                         (1)          --           --          (27)           --
   Real estate construction                  --           --           --           --            --
   Consumer and credit card                (513)        (487)        (391)        (441)         (443)
   Lease financing                          (74)          --           --           --           (13)
                                     ----------    ---------    ---------     --------     ---------
      Total loans charged off            (2,650)        (765)        (506)        (826)         (568)
                                     ----------    ---------    ---------     --------     ---------

Loan recoveries:
   Commercial                                91           28           18           43            40
   Commercial real estate                    --           --           --           --            --
   Residential real estate
     and home equity                         --           --           --            1            --
   Consumer and credit card                 102          126          118          124           141
   Lease financing                            5            1            3            8            24
                                     ----------    ---------    ---------     --------     ---------
      Total loan recoveries                 198          155          139          176           205
                                     ----------    ---------    ---------     --------     ---------

Net loans charged off                    (2,452)        (610)        (367)        (650)         (363)
Provision for loan losses                 2,950          872          908        1,495           469
                                     ----------    ---------    ---------     --------     ---------

Balance at end of year               $    4,094    $   3,596    $   3,334     $  2,793     $   1,948
                                     ==========    =========    =========     ========     =========

Ratio of net charge-offs to average
average loans outstanding                  0.66%        0.18%        0.12%        0.25%         0.15%
                                     ===========   =========    =========     ========     =========
</TABLE>

         ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

            The following schedule is a breakdown of the allowance for loan
            losses allocated by type of loan and related ratios.  While
            management's periodic analysis of the adequacy of allowance for
            loan losses may allocate portions of the allowance for specific
            problem-loan situations, the entire allowance is available for any
            loan charge-offs that occur.

                                                                             10.

<PAGE>

<TABLE>
<CAPTION>
                                             Percentage of                   Percentage of                     Percentage of
                                             Loans in Each                   Loans in Each                     Loans in Each
                               Allowance      Category to      Allowance      Category to       Allowance       Category to
    (In thousands)              Amount        Total Loans        Amount       Total Loans        Amount         Total Loans
                                ------        -----------        ------      -------------       ------        -------------
                                  December 31, 2002               December 31, 2001                  December 31, 2000
                                  -----------------               -----------------                  ------------------
<S>                           <C>            <C>               <C>           <C>               <C>             <C>
Commercial and industrial     $     2,120        12.30%        $   1,765        14.49%         $     1,247         14.61%
Commercial real estate                891        39.08                94        34.35                  174         30.73
Residential real estate
  and home equity                      66        23.65               116        24.49                   73         25.89
Real estate construction               20        10.16                57         9.44                   24          9.80
Consumer and credit card              706        13.08               799        14.62                  691         15.73
Lease financing                        55         1.73                68         2.63                   76          3.23
Unallocated                           236           --               697           --                1,049            --
                              -----------        -----         ---------       ------          -----------        ------

     Total                    $     4,094       100.00%        $   3,596       100.00%         $     3,334        100.00%
                              ===========       ======         =========       ======          ===========        ======
</TABLE>

<TABLE>
<CAPTION>
                                      December 31, 1999            December 31, 1998
                                      -----------------            -----------------
<S>                               <C>                <C>         <C>            <C>
Commercial and industrial         $       652        14.08%      $       618     15.62%
Commercial real estate                    332        29.90               160     26.05
Residential real estate and
  home equity                             111        25.09                93     24.73
Real estate construction                   45        10.71                49     12.68
Installment and credit card               575        16.57               494     17.26
Lease financing                            57         3.65                74      3.66
Unallocated                             1,021           --               460        --
                                  -----------       ------       -----------    ------

     Total                        $     2,793       100.00%      $     1,948    100.00%
                                  ===========       ======       ===========    ======
</TABLE>

                                                                             11.

<PAGE>

V        DEPOSITS

         SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES

                  Average balance of noninterest-bearing demand deposits totaled
                  $73,213,000, $61,973,000 and $62,355,000 for the years ended
                  December 31, 2002, 2001 and 2000. Please also refer to Page 10
                  of the Annual Report to Shareholders.

         MATURITY ANALYSIS OF TIME DEPOSITS GREATER THAN $100,000

                  The following is a schedule of maturities of time certificates
                  of deposit in amounts of $100,000 or more as of December 31,
                  2002.

<TABLE>
<CAPTION>
   (In thousands)
<S>                                               <C>
Three months or less                              $     13,306
Over three through six months                           10,308
Over six through twelve months                          18,642
Over twelve months                                      15,764
                                                  ------------

   Total                                          $     58,020
                                                  ============
</TABLE>

VI       RETURN ON EQUITY AND ASSETS

         Refer to Page 3 of the Annual Report to Shareholders.

VII      SHORT-TERM BORROWINGS

         Average outstanding balances of short-term borrowings for the years
         ending December 31, 2002, 2001 and 2000 were less than 30% of
         shareholders' equity at such dates.

                                                                             12.

<PAGE>

ITEM 2    PROPERTIES

The Bank owns and operates its main office at 110 Riverbend Avenue, Lewis
Center, Ohio 43035. The Bank also operates 16 branches and 4 other properties
that are owned or leased as noted below:

1.   Downtown Delaware Branch Office, 41 N. Sandusky St., Delaware, Ohio 43015
     (owned)

2.   William Street Drive-Thru Office, 33 W. William St., Delaware, Ohio 43015
     (owned)

3.   Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015
     (owned)

4.   Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned)

5.   Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061
     (owned)

6.   Green Meadows Branch Office, 9201 Columbus Pike, Lewis Center, Ohio 43035
     (own bldg., lease land)

7.   Ashley Branch Office, 2 West High Street, Ashley, Ohio 43003 (owned)

8.   Buehler's Central Office, 800 West Central Avenue, Delaware, Ohio 43015
     (leased)

9.   Marysville Downtown Office, 108 South Main Street, Marysville, Ohio 43040
     (owned)

10.  Marysville Plaza Office, 1169 West Fifth Street, Marysville, Ohio 43040
     (leased)

11.  Powell Office, 22 South Liberty Street, Powell, Ohio 43065 (owned)

12.  Sunbury Office, 75 S. Miller Dr., Sunbury, Ohio 43074 (owned)

13.  Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085
     (leased)

14.  Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased)

15.  Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased)

16.  Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015
     (leased)

17.  ATM Express Bank, 554 W. Central Ave., Delaware, Ohio 43015 (leased)

18.  ATM Express Bank, Ohio Wesleyan University, Delaware, Ohio 43015 (leased)

19.  ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased)

20.  ATM Express Bank, 1123 Columbus Pike, Delaware, Ohio 43015 (leased)

21.  ATM Express Bank, Sunbury IGA, 490 W. Cherry Street, Sunbury, Ohio 43074
     (leased)

22.  ATM Cash Dispenser, Blackhawk Golf Course, 8830 Dustin Road, Galena, Ohio
     43021 (leased)

Management considers its physical properties to be in good operating condition
and suitable for the purposes for which they are being used. All the properties
owned by the Bank are unencumbered by any mortgage or security interest and are,
in management's opinion, adequately insured. A portion of the building that
currently houses the main office is leased to two tenants.

ITEM 3    LEGAL PROCEEDINGS

A shareholder, S. Robert Davis ("Plaintiff"), brought an action (the "Suit") as
a shareholder derivative action in United States District Court for the Southern
District of Ohio, naming the Company, its Board of Directors, the members of the
Board of Directors, and the Company's former Chief Executive Officer as
defendants. He alleges to have sent correspondence constituting a demand under
Ohio law for inspection of the books and records of account of the Company and
its subsidiary, The Delaware County Bank and Trust Company, and that defendants
did not respond to this correspondence prior to the deadline set forth therein.
He alleges that his correspondence is due to inconsistencies in the explanation
of what comprises a certain reduction in earnings announced by the Company in a
press release issued December 12, 2001. Plaintiff claims material
misrepresentation, breach by the Company's directors of fiduciary duty, and
failure to follow proper accounting procedures. Plaintiff seeks among other
remedies an accounting and inspection of books and records of account. Plaintiff
further filed a motion for preliminary injunction on July 2, 2002, to which
defendants filed a response and a motion to dismiss the Suit. If defendants'
motion to dismiss is denied, defendants intend to vigorously oppose the Suit
denying liability.

                                                                             13.

<PAGE>

In the opinion of management, based upon consultation with legal counsel,
although legal proceedings cannot be predicted with certainty, the ultimate
outcome of this Suit is not expected to have a material impact on the Company's
financial position or results of operation.

There is no other pending litigation, other than routine litigation incidental
to the business of the Corporation and Bank, or of a material nature involving
or naming the Corporation or Bank as a defendant. Further, there are no material
legal proceedings in which any director, executive officer, principal
shareholder or affiliate of the Corporation is a party or has a material
interest, which is adverse to the Corporation or Bank. No routine litigation in
which the Corporation or Bank is involved is expected to have a material adverse
impact on the financial position or results of operations of the Corporation or
Bank.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders in the fourth
quarter of 2002.

                                                                             14.

<PAGE>

                                     PART II

ITEM 5   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Common Stock and Stockholder
Matters." Such information is incorporated herein by reference.

The Bank acts as transfer agent for the Corporation's common stock.

ITEM 6    SELECTED FINANCIAL DATA

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Selected Financial
Information and Other Data." Such information is incorporated herein by
reference.

ITEM 7   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Management's Discussion and
Analysis of Financial Condition and Results of Operations." Such information is
incorporated herein by reference.

ITEM 7a  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is set forth in the Company's Annual
Report to Shareholders under the section captioned "Asset and Liability
Management and Market Risk" Such information is incorporated herein by
reference.

ITEM 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is set forth on Pages 15-36 of the
Company's Annual Report to Shareholders. Such information is incorporated herein
by reference.

ITEM 9   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Disclosures required under this Item were previously made pursuant to a report
on Form 8-K filed with the Commission on March 20, 2003, and in an amendment to
that 8-K filed with the Commission on March 31, 2003.

                                                                             15.

<PAGE>

                                    PART III

ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item is set forth in the Company's Proxy
Statement to Shareholders in connection with its 2003 annual meeting, under the
sections captioned "Election of Directors and Information with Respect to
Directors and Officers," "Security Ownership of Certain Beneficial Owners and
Management" and "Compliance with Sections 16(A) of the Securities Exchange Act
of 1934." Such information is incorporated herein by reference.

ITEM 11  EXECUTIVE COMPENSATION

The information required by this item is set forth in the Company's Proxy
Statement to Shareholders in connection with its 2003 annual meeting, under the
section captioned "Executive Compensation and Other Information." Such
information is incorporated herein by reference.

ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this item is set forth in the Company's Proxy Statement
to Shareholders in connection with its 2003 annual meeting, under the section
captioned "Security Ownership of Certain Beneficial Owners and Management." Such
information is incorporated herein by reference.

The Company currently has no equity compensation plans or arrangements, such as
stock option or restricted stock arrangements, pursuant to which equity
securities of the Company are authorized for issuance.

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                            NUMBER OF SECURITIES
                                                                                           REMAINING AVAILABLE FOR
                               NUMBER OF SECURITIES TO BE    WEIGHTED-AVERAGE EXERCISE      FUTURE ISSUANCE UNDER
                                 ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING        EQUITY COMPENSATION PLANS
                                  OUTSTANDING OPTIONS,          OPTIONS, WARRANTS AND        (EXCLUDING SECURITIES
                                   WARRANTS AND RIGHTS                 RIGHTS               REFLECTED IN COLUMN (a))
-------------------------------------------------------------------------------------------------------------------
                                           (a)                          (b)                          (c)
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                           <C>                           <C>
EQUITY COMPENSATION PLANS                   0                            0                            0
APPROVED BY SECURITY HOLDERS
-------------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLAN NOT                0                            0                            0
APPROVED BY SECURITY
HOLDERS
-------------------------------------------------------------------------------------------------------------------
TOTAL                                       0                            0                            0
-------------------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is set forth in the Company's Proxy Statement
to Shareholders in connection with its 2003 annual meeting, under the section
captioned "Certain Relationships and Related Transactions." Such information is
incorporated herein by reference.

ITEM 14   CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rules 13a-14(c) and
15d-14(c).

                                                                             16.

<PAGE>

Based upon that evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) required to be included in the
Company's periodic SEC filings.

Additionally, there were no significant changes made in the Company's internal
controls or in other factors that could significantly affect these internal
controls subsequent to the date of the evaluation performed by the Company's
Chief Executive Officer and Chief Financial Officer.

                                                                             17.

<PAGE>

                                     PART IV

ITEM 15  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)  DOCUMENTS FILED AS PART OF FORM 10-K

         1    The following consolidated financial statements appear in the
              2002 Annual Report to Shareholders and are incorporated herein by
              reference.
<TABLE>
<S>                                                                 <C>     <C>
Report of Independent Auditors                                      Page    75
Consolidated Balance Sheets                                         Page    52
Consolidated Statements of Income                                   Page    53
Consolidated Statements of Changes in Shareholders' Equity          Page    54
Consolidated Statements of Cash Flows                               Page    55
Notes to Consolidated Financial Statements                          Pages   56
</TABLE>

         2     The summary of selected quarterly results of operations appears
               on Page 37 of the Annual Report to Shareholders and is
               incorporated herein by reference.

         3     Exhibits

               3.1    Articles of Incorporation of DCB Financial Corp
                      (incorporated by reference to Registrant's Form S-4,
                      File No. 333-15579, effective January 10, 1997)

               3.2    Code of Regulations of DCB Financial Corp
                      (incorporated by reference to Registrant's Form S-4,
                      File No. 333-15579, effective January 10, 1997)

               10.1   Resignation, Release, and Post-Employment Covenants
                      Agreement by and between DCB Financial Corp., its
                      wholly-owned subsidiary The Delaware County Bank and
                      Trust Company, and Larry D. Coburn (incorporated by
                      reference to Registrant's report on Form 8-K, filed
                      with the Commission on November 21, 2002)

               10.2   Employment agreement with Mr. Whitney (incorporated
                      by reference to Registrant's Form 10-K, File No.
                      0-22387, effective March 25, 1998)

               10.3   Employment agreement with Mr. Bernon (incorporated by
                      reference to Registrant's Form 10-K, File No.
                      0-22387, effective March 27, 2000)

               10.4   Employment agreement by and between DCB Financial
                      Corp., its wholly-owned subsidiary The Delaware
                      County Bank and Trust Company, and Jeffrey Benton

               11     Statement Regarding Computation of Per Share Earnings

               13     Annual Report to Shareholders

               21     Subsidiaries of DCB Financial Corp

               23     Consent of Independent Auditors

               99.1   Certification of the Chief Executive Officer Pursuant
                      to Section 906 of the Sarbanes-Oxley Act of 2002

               99.2   Certification of the Chief Financial Officer Pursuant
                      to Section 906 of the Sarbanes-Oxley Act of 2002

         (b)  REPORTS FILED ON FORM 8-K

              During the fourth quarter of 2002, the Company filed, on the
              dates so indicated, the following Reports on Form 8-K :

                                                                             18.

<PAGE>

              October 3, 2002 - The Company filed, as an exhibit to the report
              on Form 8-K, a press release announcing the decision of its
              Board of Directors not to continue the employment of Larry D.
              Coburn as President and Chief Executive Officer of the Company
              and the Bank.

              November 21, 2002 - The Company filed an 8-K announcing the
              execution of a Resignation, Release, and Post-Employment
              Covenants Agreement (the "Agreement") by and between the
              Company, the Bank, and Larry D. Coburn, the former President and
              Chief Executive Officer of the Company and the Bank. A copy of
              the Agreement was also attached as Exhibit 10.1 to the 8-K.

              December 20, 2002 - The Company filed, as an exhibit to the
              report on Form 8-K, a press release announcing the appointment
              of Jeffrey T. Benton as the new President and Chief Executive
              Officer of the Company and the Bank.

                                                                             19.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date: March 31, 2003                      DCB FINANCIAL CORP

                                          By:      /s/ JEFFREY BENTON
                                             -----------------------------------
                                             Jeffrey Benton, President & CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 31, 2003.

          Signatures                                   Title

/s/ JEFFREY BENTON                      President (Principal Executive Officer),
------------------------------          CEO and Director
Jeffrey Benton

/s/ JOHN USTASZEWSKI                    Vice President and Chief Financial
------------------------------          Officer (Principal Financial Officer
John Ustaszewski                        and Principal Accounting Officer)

/s/ G. WILLIAM PARKER                   Director, Chairman of the Board
------------------------------
G. William Parker

/s/ JEROME J. HARMEYER                  Director
------------------------------
Jerome J. Harmeyer

/s/ CHARLES W. BONNER                   Director
------------------------------
Charles W. Bonner

/s/ WILLIAM R. OBERFIELD                Director
------------------------------
William R. Oberfield

/s/ EDWARD A. POWERS                    Director
------------------------------
Edward A. Powers

/s/ MERRILL KAUFMAN                     Director
------------------------------
Merrill Kaufman

/s/ GARY M. SKINNER                     Director
------------------------------
Gary M. Skinner

                                                                             20.


<PAGE>

/s/ TERRY M. KRAMER                     Director
------------------------------
Terry M. Kramer

/s/ VICKIE J. LEWIS                     Director
------------------------------
Vickie J. Lewis

/s/ ADAM STEVENSON                      Director
------------------------------
Adam Stevenson

                                                                             21.

<PAGE>

                                 CERTIFICATIONS

I, Jeffrey Benton, President and Chief Executive Officer of DCB Financial Corp.,
certify that:

1.   I have reviewed this annual report on Form 10-K of DCB Financial Corp;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary
     to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operation and
     cash flows of the registrant as of, and for, the periods presented in
     this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
     have:

         a)   designed such disclosure controls and procedures to ensure
              that material information relating to the registrant,
              including its consolidated subsidiaries, is made known to us
              by others within those entities, particularly during the
              period in which this annual report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to
              the filing date of this annual report (the "Evaluation
              Date"); and

         c)   presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures based
              on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons
     performing the equivalent function):

         a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the
              registrant's ability to record, process summarize and report
              financial data and have identified for the registrant's
              auditors any material weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management
              or other employees who have a significant role in the
              registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date: March 31, 2003                                /s/ JEFFREY BENTON
                                                    -----------------
                                                    (Signature)
                                                    Jeffrey Benton
                                                    Title:  President and Chief
                                                            Executive Officer


                                                                             22.

<PAGE>
 I, John A. Ustaszewski, Vice President and Chief Financial Officer of DCB
Financial Corp., certify that:

1.   I have reviewed this annual report on Form 10-K of DCB Financial Corp;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary
     to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operation and
     cash flows of the registrant as of, and for, the periods presented in
     this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
     have:

         a)   designed such disclosure controls and procedures to ensure
              that material information relating to the registrant,
              including its consolidated subsidiaries, is made known to us
              by others within those entities, particularly during the
              period in which this annual report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to
              the filing date of this annual report (the "Evaluation
              Date"); and

         c)   presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures based
              on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons
     performing the equivalent function):

         d)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the
              registrant's ability to record, process summarize and report
              financial data and have identified for the registrant's
              auditors any material weaknesses in internal controls; and

         e)   any fraud, whether or not material, that involves management
              or other employees who have a significant role in the
              registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Date: March 31, 2003          /s/ John A. Ustaszewski
                              -------------------------
                              (Signature)
                              John A. Ustaszewski
                              Title:  Vice President and Chief Financial Officer

                                                                             23.

<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                                                      SEQUENTIAL
NUMBER                                  DESCRIPTION OF DOCUMENT                                 PAGE
------                                  -----------------------                                 ----
<S>             <C>                                                                          <C>
  3.1           Amended   Articles of Incorporation of DCB Financial Corp
                (incorporated by reference to Registrant's Form S-4, File No.
                333-15579, effective January 10, 1997)                                           N/A

  3.2           Code of Regulations of DCB Financial Corp (incorporated by
                reference to Registrant's Form S-4, File No. 333-15579,
                effective January 10, 1997)                                                      N/A

  10.1          Resignation, Release, and Post-Employment Covenants Agreement
                by and between DCB Financial Corp., its wholly-owned subsidiary
                The Delaware County Bank and Trust Company, and Larry D. Coburn
                (incorporated by reference to Registrant's report on Form 8-K,
                filed with the Commission on November 21, 2002)                                  N/A

  10.2          Employment agreement with Mr. Whitney (incorporated by reference to
                Registrant's 1997 Form 10-K, File No. 0-22387, effective March 25, 1998)         N/A

  10.3          Employment agreement with Mr. Bernon (incorporated by reference to
                Registrant's 1997 Form 10-K, File No. 0-22387, effective March 27, 2000)         N/A

  10.4          Employment agreement by and between DCB Financial Corp., its
                wholly-owned subsidiary The Delaware County Bank and Trust Company, and
                Jeffrey Benton                                                                    25

  11            Statement Regarding Computation of Per Share Earnings                             35

  13            Annual Report to Shareholders                                                     37

  21            Subsidiaries of DCB Financial Corp                                                76

  23            Consent of Independent Auditors                                                   77

  99.1          Certification of the Chief Executive Officer Pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002                                  78

  99.2          Certification of the Chief Financial Officer Pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002                                  79
</TABLE>

                                                                             24.