##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-22387
 DCB FINANCIAL CORP
  OHIO
    
    31-1469837(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer
Identification No.)110 Riverbend Ave., Lewis Center, Ohio
    
    43035(Address of principal executive offices)
    
    (Zip Code)
 (740) 657-7000
   Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 þ
  Large accelerated filers o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2). Yes o No þ




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TABLE OF CONTENTS  PART IItem 1 Description of BusinessItem 1A Risk FactorsItem 1B. Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Submission of Matters to a Vote of Security HoldersPART IIItem 5 Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesItem 6 Selected Financial DataItem 7 Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7a Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationPART IIIItem 10 Directors and Executive Officers of the RegistrantItem 11 Executive CompensationItem 12 Security Ownership of Certain Beneficial Owners and ManagementItem 13 Certain Relationships and Related TransactionsItem 14 Principal Accountant Fees and ServicesPART IVItem 15 Exhibits, Financial Statement Schedules and Reports on Form 8-KSIGNATURESINDEX TO EXHIBITSExhibit 13Exhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 
 PART I
 
 
 Item 1 Description of Business
 (a) General Development of Business
   (b) Narrative Description of Business
       2




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3




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(b) Narrative Description of Business (Continued)
 Employees
  Competition
 Wall Street Journal
 Supervision and Regulation
     4




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Liability for Banking Subsidiaries
  FDICIA
  Financial Modernization
   (c) Available Information
   5




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Item 1A Risk Factors
  The current economic environment
  Competition from other financial institutions in our markets
  The ability to extend credit and assessing the allowance for loan losses
   Asset and liability management and market risk.
    6




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Ability to pay cash dividends is limited.
  Legislative or regulatory changes or actions could adversely impact the financial services
industry.
       7




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Risk Mitigation.
   
 Item 1B. Unresolved Staff Comments.
  I Discussion of Assets, Liabilities and Shareholders Equity; Interest Rates and Interest Differential
   8




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II Investment Portfolio
  (In thousands)
    
    2009
    
    
    2008
    
    
    2007Available for saleU.S. government and agency obligations
    
    $
    27,455
    
    
    $
    33,197
    
    
    $
    24,540States and municipal obligations
    
    
    25,952
    
    
    
    29,161
    
    
    
    23,708Corporate bonds
    
    
    1,039
    
    
    
    
    
    
    
    Collateralized debt obligations
    
    
    
    
    
    
    
    
    
    
    7,894Mortgage-backed securities
    
    
    39,591
    
    
    
    48,930
    
    
    
    32,773Total debt securities
    
    
    94,037
    
    
    
    111,288
    
    
    
    88,915Other securities, non-debt
    
    
    63
    
    
    
    72
    
    
    
    94Total
    
    $
    94,100
    
    
    $
    111,360
    
    
    $
    89,009Held to maturityCollateralized debt obligations
    
    $
    1,752
    
    
    $
    8,002
    
    
    $
    
  One
    
    
    FiveOne
    
    
    Through
    
    
    Through
    
    
    AfterYear
    
    
    Five
    
    
    Ten
    
    
    Ten
    
    
    Fair Value(In thousands)
    
    or Less
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    TotalAvailable for saleU.S. government and
agency obligations
    
    $
    1,007
    
    
    $
    12,670
    
    
    $
    11,688
    
    
    $
    2,090
    
    
    $
    27,455States and municipal
obligations
    
    
    526
    
    
    
    3,722
    
    
    
    11,049
    
    
    
    10,655
    
    
    
    25,952Corporate bonds
    
    
    
    
    
    
    514
    
    
    
    525
    
    
    
    
    
    
    
    1,039Mortgage-backed securities (1)
    
    
    947
    
    
    
    1,264
    
    
    
    5,154
    
    
    
    32,226
    
    
    
    39,591$
    2,480
    
    
    $
    18,170
    
    
    $
    28,416
    
    
    $
    44,971
    
    
    $
    94,037Weighted average yield
    
    
    3.52
    %
    
    
    3.93
    %
    
    
    4.44
    %
    
    
    5.96
    %
    
    
    3.95
    %
 (1)
    
    Based on contractual terms to maturity. Mortgage-backed securities are
subject to prepayment without penalty. FiveOne
    
    
    Through
    
    
    Through
    
    
    AfterYear
    
    
    Five
    
    
    Ten
    
    
    Ten
    
    
    Fair Value(In thousands)
    
    or Less
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    TotalHeld to maturityCollateralized debt obligations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,752
    
    
    $
    1,752
  9




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III Loan Portfolio
 Types of Loans
  (In thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Commercial and industrial
    
    $
    44,123
    
    
    $
    45,597
    
    
    $
    41,500
    
    
    $
    44,369
    
    
    $
    47,498Commercial real estate
    
    
    207,808
    
    
    
    207,968
    
    
    
    193,608
    
    
    
    200,821
    
    
    
    202,649Residential real estate and
home equity
    
    
    180,779
    
    
    
    192,331
    
    
    
    200,931
    
    
    
    206,488
    
    
    
    193,787Real estate construction and
land development
    
    
    37,989
    
    
    
    41,897
    
    
    
    49,037
    
    
    
    51,584
    
    
    
    49,553Consumer and credit card
    
    
    18,745
    
    
    
    25,249
    
    
    
    35,066
    
    
    
    48,448
    
    
    
    58,653$
    489,444
    
    
    $
    513,042
    
    
    $
    520,142
    
    
    $
    551,710
    
    
    $
    552,140
  After one year through
    
    
    After five years throughLess than one year
    
    
    five years
    
    
    ten years
    
    
    After ten yearsWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageAmount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    YieldCommercial real
estate
    
    $
    27,588
    
    
    
    4.31
    %
    
    $
    38,876
    
    
    
    5.80
    %
    
    $
    39,734
    
    
    
    5.67
    %
    
    $
    101,610
    
    
    
    6.07
    %Commercial and
industrial
    
    $
    24,701
    
    
    
    3.80
    %
    
    $
    13,411
    
    
    
    5.09
    %
    
    $
    3,326
    
    
    
    4.02
    %
    
    $
    2,685
    
    
    
    4.74
    %
   10




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Risk Elements
 Nonaccrual and Past Due Loans
  (In thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Nonaccrual loans
    
    $
    11,275
    
    
    $
    4,698
    
    
    $
    10,360
    
    
    $
    5,189
    
    
    $
    2,185Accruing loans past due
90 days or more
    
    $
    886
    
    
    $
    1,146
    
    
    $
    2,740
    
    
    $
    3,307
    
    
    $
    2,648
   Potential Problem Loans
  Loan Concentrations
  Other Interest-Bearing Assets
   11




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IV Summary of Loan Loss Experience
 Analysis of the Allowance for Loan Losses
  (In thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Balance at beginning of year
    
    $
    6,137
    
    
    $
    8,298
    
    
    $
    5,442
    
    
    $
    5,535
    
    
    $
    4,818Loans charged off:Commercial
    
    
    (1,831
    )
    
    
    (3,250
    )
    
    
    (549
    )
    
    
    (1,243
    )
    
    
    (193
    )Commercial real estate
    
    
    (2,575
    )
    
    
    (6,177
    )
    
    
    (5,549
    )
    
    
    (59
    )
    
    
    (61
    )Residential real estate
and home equity
    
    
    (269
    )
    
    
    (203
    )
    
    
    (330
    )
    
    
    (78
    )
    
    
    (48
    )Consumer and credit card
    
    
    (1,115
    )
    
    
    (1,024
    )
    
    
    (1,258
    )
    
    
    (955
    )
    
    
    (1,135
    )Lease financing
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (20
    )Total loans charged off
    
    
    (5,790
    )
    
    
    (10,654
    )
    
    
    (7,691
    )
    
    
    (2,335
    )
    
    
    (1,457
    )Loan recoveries:Commercial
    
    
    99
    
    
    
    35
    
    
    
    42
    
    
    
    13
    
    
    
    14Commercial real estate
    
    
    261
    
    
    
    5
    
    
    
    1
    
    
    
    
    
    
    
    Residential real estate
and home equity
    
    
    10
    
    
    
    7
    
    
    
    7
    
    
    
    
    
    
    
    Consumer and credit card
    
    
    364
    
    
    
    269
    
    
    
    338
    
    
    
    421
    
    
    
    142Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18Total loan recoveries
    
    
    734
    
    
    
    316
    
    
    
    388
    
    
    
    434
    
    
    
    174Net loans charged off
    
    
    (5,056
    )
    
    
    (10,338
    )
    
    
    (7,303
    )
    
    
    (1,901
    )
    
    
    (1,283
    )Provision for loan losses
    
    
    9,398
    
    
    
    8,177
    
    
    
    10,159
    
    
    
    1,808
    
    
    
    2,000Balance at end of year
    
    $
    10,479
    
    
    $
    6,137
    
    
    $
    8,298
    
    
    $
    5,442
    
    
    $
    5,535Ratio of net charge-offs to
average loans outstanding
    
    
    1.00
    %
    
    
    2.00
    %
    
    
    1.36
    %
    
    
    0.34
    %
    
    
    0.24
    %
 
  12




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Allocation of the Allowance for Loan Losses
  Percentage of
    
    
    
    
    
    
    Percentage of
    
    
    
    
    
    
    Percentage ofLoans in Each
    
    
    
    
    
    
    Loans in Each
    
    
    
    
    
    
    Loans in EachAllowance
    
    
    Category to
    
    
    Allowance
    
    
    Category to
    
    
    Allowance
    
    
    Category toAmount
    
    
    Total Loans
    
    
    Amount
    
    
    Total Loans
    
    
    Amount
    
    
    Total Loans(In thousands)
    
    December 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007Commercial and industrial
    
    $
    2,216
    
    
    
    9.01
    %
    
    $
    683
    
    
    
    8.88
    %
    
    $
    1,328
    
    
    
    7.97
    %Commercial real estate
    
    
    7,046
    
    
    
    42.47
    
    
    
    4,374
    
    
    
    40.57
    
    
    
    6,092
    
    
    
    37.26Residential real estate
and home equity
    
    
    323
    
    
    
    36.93
    
    
    
    410
    
    
    
    37.47
    
    
    
    129
    
    
    
    38.60Real estate construction
    
    
    
    
    
    
    7.76
    
    
    
    
    
    
    
    8.16
    
    
    
    
    
    
    
    9.42Consumer and credit card
    
    
    894
    
    
    
    3.83
    
    
    
    670
    
    
    
    4.92
    
    
    
    746
    
    
    
    6.74Lease financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    .01Total
    
    $
    10,479
    
    
    
    100.00
    %
    
    $
    6,137
    
    
    
    100.00
    %
    
    $
    8,298
    
    
    
    100.00
    %
 December 31, 2006
    
    
    December 31, 2005Commercial and industrial
    
    $
    1,646
    
    
    
    8.03
    %
    
    $
    2,411
    
    
    
    8.59
    %Commercial real estate
    
    
    2,055
    
    
    
    36.44
    
    
    
    887
    
    
    
    36.64Residential real estate and
home equity
    
    
    156
    
    
    
    37.38
    
    
    
    529
    
    
    
    35.20Real estate construction
    
    
    13
    
    
    
    9.34
    
    
    
    98
    
    
    
    8.96Consumer and credit card
    
    
    1,572
    
    
    
    8.77
    
    
    
    1,610
    
    
    
    10.49Lease financing
    
    
    
    
    
    
    .04
    
    
    
    
    
    
    
    .12Total
    
    $
    5,442
    
    
    
    100.00
    %
    
    $
    5,535
    
    
    
    100.00
    %
 
  13




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V Deposits
 Schedule of Average Deposit Amounts and Rates
  Maturity Analysis of Time Deposits Greater than $100,000
  (In thousands)Three months or less
    
    $
    46,220Over three through six months
    
    
    37,537Over six through twelve months
    
    
    47,814Over twelve months
    
    
    25,436Total
    
    $
    157,007
 VI Return on Equity and Assets
  VII Short-Term Borrowings
   14




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Item 2 Properties
  1.
    
    Corporate Office, 110 Riverbend Avenue, Lewis Center, Ohio 43015 (owned)2.
    
    Downtown Delaware Branch Office, 41 N. Sandusky St., Delaware, Ohio 43015 (leased)3.
    
    William Street Drive-Thru Office, 33 W. William St., Delaware, Ohio 43015 (leased)4.
    
    Delaware Center Branch Office, 199 S. Sandusky Street, Delaware, Ohio 43015 (owned)5.
    
    Galena Branch Office, 10 Park Street, Galena, Ohio 43021 (owned)6.
    
    Ostrander Branch Office, 10 West North Street, Ostrander, Ohio 43061 (owned)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.
    
    Sunbury Office, 75 S. Miller Dr., Sunbury, Ohio 43074 (owned)10.
    
    Highland Lakes Office, 6156 Highland Lakes Avenue, Westerville, Ohio 43085 (leased)11.
    
    Sawmill Parkway Office, 10149 Brewster Lane, Powell, Ohio 43065 (leased)12.
    
    Avery Road Office, 6820 Perimeter Loop Road, Dublin, Ohio 43017 (leased)13.14.
    
    Willowbrook Branch Office, 100 Willowbrook Way South, Delaware, Ohio 43015 (leased)
Olentangy Crossing Office, 81 Gallopers Ridge East, Lewis Center, Ohio 43035 (leased)15.
    
    Corporate Center Drive-Thru, Corner of Evergreen & US 23, S., Lewis Center, OH 43035
(owned)16.
    
    Polaris Office, 1942 Polaris Parkway, Columbus, Ohio 43240 (leased)17.
    
    Willowbrook, Delaware Run Branch Office, 100 Delaware Crossing West, Delaware, OH 43015
(leased)18.19.
    
    ATM Express Bank, 554 W. Central Ave., Delaware, Ohio 43015 (leased)
ATM Express Bank, Ohio Wesleyan University, Delaware, Ohio 43015 (leased)20.
    
    ATM Express Bank, 8208 Marysville Road West, Ostrander, Ohio 43061 (leased)21.
    
    ATM Express Bank, 1123 Columbus Pike, Delaware, Ohio 43015 (leased)22.
    
    ATM Express Bank, Dextars IGA, 153 West Water Street, Prospect, Ohio 43342 (leased)23.
    
    ATM Express Bank, 240 North Liberty Street, Powell, Ohio 43065 (leased)24.
    
    Marysville City Gate, 181 North Colemanss Crossing, Marysville, Ohio 43040 (owned)25.
    
    Marysville Plaza Office, 1055 West 5th Street, Marysville, Ohio 43040
(leased)26.
    
    Liberty Office, 7319 Sawmill Parkway, Powell, Ohio 43065 (leased)
  
 
 Item 3 Legal Proceedings
  
 
 Item 4 Submission of Matters to a Vote of Security Holders
   15




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PART II
 
 
 Item 5 Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
   
 
 Item 6 Selected Financial Data
  
 
 Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 
 Item 7a Quantitative and Qualitative Disclosures About Market Risk
  
 
 Item 8 Financial Statements and Supplementary Data
  
 
 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 
 Item 9A Controls and Procedures
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
 13a-15(e)
     16




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Managements Report on Internal Control Over Financial Reporting
      17




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Item 9B Other Information
  
 
 PART III
 
 
 Item 10 Directors and Executive Officers of the Registrant
   
 
 Item 11 Executive Compensation
  
 
 Item 12 Security Ownership of Certain Beneficial Owners and Management
   Number of securitiesremaining available for futureNumber of securities to be
    
    
    
    
    
    
    issuance under equityissued upon exercise of
    
    
    Weighted-average exercise
    
    
    compensation plansoutstanding options, warrants
    
    
    price of outstanding options,
    
    
    (excluding securities reflected inand rights
    
    
    warrants and rights
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    208,711
    
    
    $
    19.59
    
    
    
    90,703Equity compensation
plan not approved
by security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    208,711
    
    
    $
    19.59
    
    
    
    90,703
  18




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Item 13 Certain Relationships and Related Transactions
  
 
 Item 14 Principal Accountant Fees and Services
   19




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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
Corporations 2009 Annual Report, Exhibit 13 to Shareholders and are incorporated
herein.Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Shareholders Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements2
    
    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 (incorporated by reference to Registrants Form 8-K, File No.
0-22387, effective March 3, 2008).10.5
    
    
    DCB Financial Corp 2004 Long-Term Stock Incentive Plan
(incorporated by reference to Appendix D to our Proxy Statement, as filed
with the SEC on Schedule 14A on April 14, 2004)13
    
    
    Annual Report to Shareholders21
    
    
    Subsidiaries of DCB Financial Corp23.1
    
    
    Consent of BKD LLP31.1
    
    
    Rule 13a-14 (a) Certifications31.2
    
    
    Rule 13a-14 (a) Certifications32.1
    
    
    Section 1350 Certifications32.2
    
    
    Section 1350 Certifications
  20




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##### Table of Contents



SIGNATURES
  Dated:  March 30, 2010
    DCB FINANCIAL CORPBy:
    /s/ JEFFREY T. BENTONJeffrey T. Benton, President & CEO   Signatures
    
    Title/s/ JEFFREY T. BENTON

Jeffrey Benton
    
    President (Principal Executive Officer),
CEO and Director/s/ JOHN A. USTASZEWSKI

John A. Ustaszewski
    
    Senior Vice President and Chief Financial
Officer (Principal Financial Officer)/s/ TERRY M. KRAMER

Terry M. Kramer
    
    Director, Chairman of the Board/s/ EDWARD A. POWERS

Edward A. Powers
    
    Director/s/ VICKI J. LEWIS

Vicki J. Lewis
    
    Director/s/ ADAM STEVENSON

Adam Stevenson
    
    Director/s/ DONALD J. WOLF

Donald J. Wolf
    
    Director/s/ PHILLIP F. CONNOLLY

Phillip F. Connolly
    
    Director/s/ GERALD L. KREMER

Gerald L. Kremer
    
    Director/s/ MARK H. SHIPPS

Mark H. Shipps
    
    Director
  21




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Document3.1
    
    
    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)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 1997 Form 10-K, File No. 0-22387,
effective March 25, 1998)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)10.4
    
    
    Employment agreement by and between DCB Financial
Corp, its wholly-owned subsidiary The Delaware County Bank and
Trust Company, and Jeffrey Benton (incorporated by reference to
Registrants Form 8-K, File No. 0-22387, effective March 7,
2005).10.5
    
    
    DCB Financial Corp 2004 Long-Term Stock Incentive Plan
(incorporated by reference to Appendix D to our Proxy
Statement, as filed with the SEC on Schedule 14A on April
14, 2004)13
    
    
    Annual Report to Shareholders21
    
    
    Subsidiaries of DCB Financial Corp23.1
    
    
    Consent of BKD LLP31.1
    
    
    Rule 13a-14 (a) Certifications31.2
    
    
    Rule 13a-14 (a) Certifications32.1
    
    
    Section 1350 Certifications32.2
    
    
    Section 1350 Certifications
  22