<PAGE>   1


                                   EXHIBIT 99

                                 PROXY STATEMENT

                               DCB FINANCIAL CORP
                            41 North Sandusky Street
                              Delaware, Ohio 43015

               NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

                                  May 24, 2000

                   TO THE SHAREHOLDERS OF DCB FINANCIAL CORP:

You are hereby notified that the annual meeting of the shareholders of DCB
Financial Corp (the "Company") will be held on May 24, 2000, at 7:30 P.M.
(Dinner at 6:30 P.M.) at Branch Rickey Arena (South Sandusky Street), Ohio
Wesleyan University, Delaware, Ohio, for the purpose of considering and acting
upon the following:

     1.   To elect Class I directors to hold office until the expiration of
          their terms (3 years) expiring at the Annual Meeting in 2003, or until
          their successors shall be duly elected and qualified, and

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

The Board of Directors has fixed March 31, 2000, as the record date for the
determination of shareholders entitled to notice of and to vote at the annual
meeting. As of the record date there were 4,178,200 shares of the Company's no
par value common stock outstanding. The stock transfer books of the Company will
not be closed prior to the meeting.

A copy of the Company's Annual Report, which includes the Company's audited
Balance Sheets as of December 31, 1999, and 1998, the related audited statements
of Income, Statements of Changes in Shareholders' Equity, and Statements of Cash
Flows for each of the three years in the period ended December 31, 1999, is
enclosed.


                                          By the order of the Board of Directors



                                          Larry D. Coburn, President

April 7, 2000

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY
REVOKE YOUR EXECUTED PROXY AT ANY TIME BEFORE IT IS EXERCISED AT THE ANNUAL
MEETING OF SHAREHOLDERS BY NOTIFYING THE CHAIRMAN OF THE MEETING OR THE
SECRETARY OF THE COMPANY AT, OR PRIOR TO THE MEETING, OF YOUR INTENTION. IF YOUR
STOCK IS HELD IN MORE THAN ONE (1) NAME, ALL PARTIES MUST SIGN THE PROXY FORM.



                                       66

<PAGE>   2


                               GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy is furnished in
connection with the solicitation, by the Board of Directors of DCB Financial
Corp, 41 North Sandusky Street, Delaware, Ohio 43015, (740) 363-1133, of proxies
to be voted at the annual meeting of the shareholders of DCB Financial Corp to
be held on May 24, 2000, at 7:30 P.M. (Dinner at 6:30 P.M.) at Branch Rickey
Arena (South Sandusky Street), Ohio Wesleyan University, Delaware, Ohio, in
accordance with the foregoing notice.

DCB Financial Corp is a registered bank holding company of which Delaware County
Bank and Trust Company (the "Bank") is its only subsidiary. The Company and the
Bank are at times hereinafter collectively referred to as the "Company".

The solicitation of proxies on the enclosed form is made on behalf of the Board
of Directors of the Company. All costs associated with the solicitation will be
borne by the Company. The Company does not intend to solicit proxies other than
by use of the mails, but certain officers and regular employees of the Company
or its subsidiaries, without additional compensation, may use their personal
efforts, by telephone or otherwise, to obtain proxies. The proxy materials are
first being mailed to shareholders on April 7, 2000.

Any shareholder executing a proxy has the right to revoke it by the execution of
a subsequently dated proxy, by written notice delivered to the Secretary of the
Company prior to the exercise of the proxy or in person by voting at the
meeting. The shares will be voted in accordance with the direction of the
shareholder as specified on the proxy. In the absence of instruction, the proxy
will be voted "FOR" the election of the nominees listed in this Proxy Statement.


                        VOTING SECURITIES AND PROCEDURES
Only shareholders of record at the close of business on March 31, 2000, will be
eligible to vote at the Annual Meeting or any adjournment thereof. As of March
31, 2000, the Company had outstanding 4,178,200 shares of no par value common
stock. Shareholders are entitled to one vote for each share of common stock
owned as of the record date.

A quorum consists of a majority of the outstanding common stock of the Company
represented at the meeting in person or by proxy. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum for the transaction of business at the meeting.

The five nominees for director who receive the largest number of votes cast
"For" will be elected as directors. Shares represented at the annual meeting in
person or by proxy but withheld or otherwise not cast for the election of
directors, including abstentions and broker non-votes, will have no impact on
the outcome of the election.

Shareholders have cumulative voting rights with respect to the election of
directors. Cumulative voting rights allow shareholders to vote the number of
shares owned by them times the number of directors to be elected and to cast
such votes for one director or to allocate such votes among directors as they
deem appropriate. Shareholders may exercise cumulative voting rights at the
annual meeting if any shareholder gives at least 48 hours prior written notice
to the President, a Vice President or Secretary of the Company that cumulative
voting is desired and an announcement of that notice is made at the beginning of
the meeting. The Company is soliciting the discretionary authority to cumulate
votes represented by proxy, if such cumulative voting rights are exercised.

All Directors and Executive Officers of the Company as a group (comprised of 18
individuals), beneficially held 321,955 shares of the Company's common stock as
of February 21, 2000, representing 7.71 percent of the outstanding common stock
of the Company.



                                       67

<PAGE>   3

                PROPOSAL #1 ELECTION OF DIRECTORS AND INFORMATION
                     WITH RESPECT TO DIRECTORS AND OFFICERS
At the annual meeting five Directors will be elected to a three-year term
expiring at the annual meeting in 2003.

The Code of Regulations for the Company provides that the Directors shall be
divided into three Classes, as nearly equal in number as possible. The number of
Directors and year of term expiration for each Class is as follows:

              Class I      5 Directors      Term Expiration 2003
              Class II     5 Directors      Term Expiration 2001
              Class III    3 Directors      Term Expiration 2002

The Board has nominated the following individuals to serve as nominees for
election as Class I Directors for terms expiring at the Annual Meeting in 2003.
Information regarding these nominees is set forth as follows:

<TABLE>
<CAPTION>
                                             Director
Name                                Age        Since*                Occupation During Past Five Years
----                                ---        -----                 ---------------------------------
<S>                                 <C>        <C>          <C>
Larry D. Coburn                     52         1995         President & CEO, Delaware County Bank & Trust
Vicki J. Lewis                      45         1997         Vice President, Grady Memorial Hospital
William R. Oberfield                45         1993         President, Oberfield's Concrete Products
G. William Parker                   65         1976         Retired Surgeon
Gary M. Skinner                     56         1996         President, Hardscrabble Farm
</TABLE>

The Board of Directors recommends a vote "For" the election of the nominees
named herein.

The following table sets forth certain information with respect to the Class II
and III Directors of DCB Financial Corp:

<TABLE>
<CAPTION>
                                             Director
Name                                Age        Since*                Occupation During Past Five Years
----                                ---        -----                 ---------------------------------
<S>                                 <C>        <C>          <C>
C. William Bonner                   65         1988         Real Estate Developer
Jerome J. Harmeyer                  60         1990         President, Fisher Cast Steel
Rodney B. Hurl                      70         1990         Retired Physician
G. Edwin Johnson                    63         1993         President, AgriCommunicators
Merrill L. Kaufman                  65         1988         President, Peoples Store, Inc.
Terry M. Kramer                     53         1992         President, Kramer Exploration
Thomas T. Porter                    66         1990         President, Garth's Auctions
Edward Powers                       54         1984         President, R. B. Powers and Company
</TABLE>

The following table sets forth certain information with respect to the executive
officers of DCB Financial Corp:

<TABLE>
<CAPTION>
                                              Officer             Positions and Offices Held With Company
Name                                Age        Since*                & Occupation Held Past Five Years
----                                ---        -----                 ---------------------------------
<S>                                 <C>        <C>          <C>
Larry D. Coburn                     52         1995         President and Chief Executive Officer; President of
                                                            Hicksville Banking Co. prior to 1995
David G. Bernon                     55         1991         Senior Vice President, Lending & Branch Divisions; Vice
                                                            President Lending
Donald R. Blackburn                 56         1993         Vice President, Customer Relations; Vice President,
                                                            Branch Administration
Brian E. Stanfill                   41         1998         Vice President, Operations; Delaware County
                                                            Administrator prior to 1998
</TABLE>



                                       68


<PAGE>   4

<TABLE>
<S>                                 <C>        <C>          <C>
Thomas R. Whitney                   51         1996         Vice President, Trust Department; Attorney, Private
                                                            Practice prior to 1996
Donna R. Warbel                     35         1995         Vice President, Human Resources; Human Resources Officer
</TABLE>

* Service includes the time served as a Director or Officer of The Delaware
County Bank and Trust Company


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth the number and percentage of shares of common stock
owned by the Directors and Executive Officers of the Company. Each of the
persons named in the following table possesses sole voting and investment power,
except as otherwise shown in the footnotes to the following table. As of the
date of this Proxy Statement, management is not aware of any person who
beneficially owns five percent or more of the Company's common stock.

<TABLE>
<CAPTION>
                                                      Amount and Nature
                                                   of Beneficial Ownership
Name                                                  February 21, 2000            Percentage
----                                                  -----------------            ----------
<S>                                                   <C>                          <C>
Larry D. Coburn, Director & CEO (1)                        10,132                       *
William R. Oberfield, Director (2)                         16,699                       *
G. William Parker, Director (3)                            26,610                       *
Gary M. Skinner, Director (4)                              13,641                       *
C. William Bonner, Director (5)                            12,600                       *
Merrill L. Kaufman, Director (6)                           21,570                       *
Terry M. Kramer, Director (7)                              49,190                     1.18%
Thomas T. Porter, Director (8)                             14,153                       *
Edward Powers, Director                                    20,040                       *
Jerome J. Harmeyer, Director (9)                           46,998                     1.11%
Rodney B. Hurl (10)                                        44,400                     1.07%
G. Edwin Johnson, Director (11)                             5,356                       *
Vicki J. Lewis, Director (12)                              16,200                       *
David G. Bernon, Executive Officer                          4,717                       *
Thomas R. Whitney, Executive Officer (13)                  10,342                       *
All directors, nominees and executive officers
   as a group (18 in number)                              321,955                     7.71%
*Ownership is less than 1%
</TABLE>

(1)  Includes beneficial ownership of 8,600 shares at CEDE & Co. and 1,532
     shares held in director's 401(k) Plan.
(2)  Includes beneficial ownership of 4,030 shares owned by spouse and spouse's
     IRA.
(3)  Includes  beneficial ownership of 1,659 shares held in director's IRA.
(4)  Includes beneficial ownership of 6,636 shares owned jointly with spouse,
     72 shares owned by spouse and 6,933 shares held in director's IRA.
(5)  Includes  beneficial ownership of 12,100 shares in ABL Group, Ltd.
(6)  Includes beneficial ownership of 8,640 shares owned jointly with spouse,
     5,250 shares owned by director's IRA and 5,250 shares held in spouse's
     IRA.
(7)  Includes beneficial ownership of 23,420 shares owned by his spouse.
(8)  Includes beneficial ownership of 600 shares held in director's 401(k)
     Plan, 450 shares owned by spouse and held in spouse's 401(k) plan, and
     13,103 shares owned by director's company, Garth's Auctions, Inc.
(9)  Includes beneficial ownership of 1,944 shares owned jointly with spouse and
     43,254 shares owned by spouse.

                                       69

<PAGE>   5

(10) Includes beneficial ownership of 42,900 shares held in director's Trust and
     IRA , and 1,500 shares owned by spouse.
(11) Includes  beneficial ownership of 2,496 shares owned jointly with spouse.
(12) Includes  beneficial ownership of 15,700 shares owned by spouse.
(13) Includes beneficial ownership of 540 shares which are subject to shared
     voting and investment power with his spouse.


              COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board and
through its committees. The Board of Directors of the Company has appointed and
maintains an Audit Committee, Salary Committee, Nominating Committee and Trust
Committee.

The Audit Committee reviews with the Company's independent auditors, the audit
plan, the scope and results of their audit engagement and the accompanying
management letter, if any; reviews the scope and results of the Company's
internal auditing procedures; consults with the independent auditors and
management with regard to the Company's accounting methods and the adequacy of
its internal accounting controls; approves professional services provided by the
independent auditors; reviews the independence of the independent auditors; and
reviews the range of the independent auditors' audit and nonaudit fees. The
Audit Committee is comprised of Messrs. Harmeyer, Kramer, Skinner, Porter and
Powers. The Audit Committee met six (6) times during 1999.

The Salary Committee is responsible for administering the Company's employee
benefit plans; setting the compensation of officers; reviewing the criteria that
forms the basis for management's officer and employee compensation
recommendations and reviewing management's recommendations in this regard. The
Salary Committee is composed of Messrs. Coburn, Johnson, Kramer, Parker and
Porter. The Salary Committee met two (2) times during 1999.

The Company's Nominating Committee is responsible for making annual nominations
for Directors to fill vacancies created by expiring terms of Directors and from
time to time, making appointments to fill vacancies created prior to the
expiration of a Director's term. During 1999, the Committee met one time to
consider and act upon the nomination of Directors. The Nomination Committee is
composed of Messrs. Coburn, Kaufman and Porter.

The Trust Committee is a committee of the Bank's Board of Directors and oversees
all activities of the Trust Division of the Bank to assure that all fiduciary
obligations are fulfilled ethically, professionally and prudently. Messrs.
Coburn, Hurl, Oberfield, Parker and Ms. Lewis served on the committee in 1999
meeting twelve (12) times.

The Board of Directors of the Company meets monthly for its regular meetings and
upon call for special meetings. During 1999, the Board of Directors of the
Company met thirteen (13) times. All Directors of the Company attended at least
75 percent of the Board and Committee Meetings that they were scheduled to
attend during 1999.

Directors are paid a monthly retainer of $175 for serving on the Board, except
for the Chairman of the Board who receives a retainer of $500 per month. In
addition, the Directors receive $250 per board meeting attended and $150 for
each committee meeting attended. Committee Chairs receive $200 for each
committee meeting.


                  EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning compensation
paid or accrued by the Company and/or its subsidiaries, to or on behalf of the
Company's Chief Executive Officer and two of its other executive officers who
earned more than $100,000 in salary and bonus for the fiscal year ended

                                       70
<PAGE>   6

December 31, 1999. No other executive officer earned more than $100,000 in
salary and bonus for the fiscal year ended December 31, 1999.


                 SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION

<TABLE>
<CAPTION>
                                                                                                   All Other
Name and Principal Position                          Year          Salary          Bonus        Compensation(A)
---------------------------                          ----          ------          -----        ---------------
<S>                                                  <C>          <C>             <C>               <C>
Larry D. Coburn                                      1999         $159,999        $51,837           $33,488
President and Chief Executive Officer                1998         $154,000        $46,813           $32,082
                                                     1997         $140,000        $48,000            $9,475

David G. Bernon                                      1999          $97,027        $12,577           $24,733
Senior Vice President,                               1998          $92,850        $11,058           $23,136
Lending and Branch Division                          1997          $86,645        $10,947             N/A

Thomas R. Whitney                                    1999          $94,640        $12,267           $14,619
Vice President,                                      1998          $91,000        $10,837           $14,501
Trust Department                                     1997          $86,912        $10,981             N/A
</TABLE>

(A)  The amounts shown in this column for the most recent fiscal year were
     derived from the following figures: (1) contributions by the Company to the
     Company 401(k) plan: Mr. Coburn, $4,682.88; Mr. Bernon, $2,825.41; and Mr.
     Whitney, $2,767.16; and (2) Supplemental Executive Retirement Plan accrual:
     Mr. Coburn, $28,806; Mr. Bernon, $21,948; and Mr. Whitney, $11,852.


                              EMPLOYMENT CONTRACTS
The Company has employment contracts currently in place with Larry D. Coburn,
President and CEO of the Company and the Bank, Thomas R. Whitney, Vice President
and Senior Trust Officer of the Bank, David G. Bernon, Senior Vice President and
Larry E. Westbrook, Senior Vice President and Cashier of the Bank and Treasurer
of the Company.

The contract with Mr. Coburn was entered for the period from August 14, 1995,
the effective date of his employment with the Bank, until December 31, 1995. The
contract is renewed for successive one year terms after a performance evaluation
upon the written consent of the Bank and Mr. Coburn. The contract provides for a
base salary of $140,000, subject to the adjustment upward at the discretion of
the Board of Directors. Fringe benefits are provided that are comparable to
other executive employees except that Mr. Coburn is granted the use of an
automobile unlike any other employee. The contract also provides for a severance
payment in the event that the Bank terminates Mr. Coburn for other than: (i)
"Just Cause" (as defined in the contract); (ii) Mr. Coburn reaching retirement
age: or (iii) the Bank's decision not to renew the contract. In such a
termination, the Bank is obligated under the contract to pay Mr. Coburn an
amount equal to his monthly salary for up to 12 months or until he accepts other
employment. In the event the Company is the subject of an acquisition to which
Mr. Coburn does not consent, and his position with the Bank is changed
significantly, Mr. Coburn may voluntarily terminate the contract and receive as
severance an amount equal to the average annual salary he has received from the
Bank for the past five years.

The contract with Mr. Whitney was entered for the period from August 1, 1996
through December 31, 1996. The contract is renewed for successive one year terms
upon the written consent of the Bank and Mr. Whitney. The contract provides for
a base salary to be set by the Board's Salary Committee and the employee is
entitled to participate in any bonus and other employee benefit plans. The
contract also provides for a severance payment in the event that the Bank
terminates Mr. Whitney for other than: (i) "Just Cause" (as defined in the
contract); (ii) Mr. Whitney reaching retirement age: or (iii) the Bank's
decision not to renew the contract. In such a termination, the Bank is obligated
under the contract to pay

                                       71
<PAGE>   7

Mr. Whitney an amount equal to his monthly salary for up to 12 months or until
he accepts other employment. In the event the Bank is the subject of an
acquisition to which Mr. Whitney does not consent, and his position with the
Bank is changed significantly, Mr. Whitney may voluntarily terminate the
contract and receive as severance an amount equal to the average annual salary
he has received from the Bank for the past five years.

The contract with Mr. Bernon was entered for the period from June 1, 1999,
through May 31, 2000. The contract is renewed for successive one year terms upon
the written consent of the Bank and Mr. Bernon. The contract provides for a base
salary to be set by the Board's Salary Committee and the employee is entitled to
participate in any bonus and other employee benefit plans. The contract also
provides for a severance payment in the event that the Bank terminates Mr.
Bernon for other than: (i) "Just Cause" (as defined in the contract); (ii) Mr.
Bernon reaching retirement age: or (iii) the Bank's decision not to renew the
contract. In such a termination, the Bank is obligated under the contract to pay
Mr. Bernon an amount equal to his monthly salary for up to 12 months or until he
accepts other employment. In the event the Bank is the subject of an acquisition
to which Mr. Bernon does not consent, and his position with the Bank is changed
significantly, Mr. Bernon may voluntarily terminate the contract and receive as
severance an amount equal to the average annual salary he has received from the
Bank for the past five years.

The contract for Mr. Westbrook was entered into on April 12, 1990 with an
initial term ending December 31, 1990. The contract automatically renews for
annual periods unless the Bank gives not less than 10 nor more than 20 days
notice that the Bank chooses not to renew the contract. The contract also
provides for termination "for cause" (as defined in the contract). The contract
can be terminated by Mr. Westbrook at any time, upon 90 days written notice. Mr.
Westbrook's contract also contains a "change in control" provision providing for
payment to the employee if, in connection with any acquisition of the Bank or
for one year thereafter, the employee is terminated or exercises his right to
terminate the agreement for "Good Reason" (as defined in the contracts) because
his position with the Bank is changed significantly. In the event of such
termination, the employee is entitled to receive as severance an amount equal to
the average annual salary he has received from the Bank for the past 5 years.
The contract for Mr. Westbrook is silent as to compensation and such amounts are
set by the Board of Directors on an annual basis.


                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective January 1, 1998, the Company's wholly-owned subsidiary, The Delaware
County Bank and Trust Company, adopted an unfunded, non-qualified supplemental
executive retirement plan (the "Supplemental Retirement Plan"), due to
limitations imposed by federal law on the amount of retirement income that may
be paid through the Company's 401(k) Plan. Under the Supplemental Retirement
Plan , only executive officers named in the Supplemental Retirement Plan or
otherwise designated for participation in the Supplemental Retirement Plan by
the Board of Directors are eligible to participate. As of the date of this proxy
statement, each of Messrs. Coburn, Bernon, Whitney and one other executive
officer participated in the Supplemental Retirement Plan.

Each participant in the Supplemental Retirement Plan is entitled to receive
under the Supplemental Retirement Plan at age 62 or upon later retirement, an
amount equal to 70% of the participant's total compensation from January 1, 1998
to age 62, less the participant's 401(k) plan benefits and social security
benefits. Amounts to be paid under the Supplemental Retirement Plan will be paid
monthly over an eighteen year period. Each participant's compensation for
purposes of determining benefits under the Supplemental Retirement Plan will be
his or her 1998 base salary, increased by 4.5% for each subsequent year of
employment. The rate of annual appreciation on each participant's 401(k) plan
assets, for purposes of determining the amount to subtract in determining
Supplemental Retirement Plan benefits, is assumed to be 8%, and each
participant's annual contribution to his or her 401(k) plan account is assumed
to be 6% of eligible compensation. Because the final benefit to be paid a
participant under the Supplemental Retirement Plan at retirement will vary based
on the level of the Company's contributions to the 401(k) plan, with greater
Company contributions to the 401(k) plan resulting in lesser Supplemental

                                       72

<PAGE>   8

Retirement Plan benefits, it is not possible to estimate an executive officer's
Supplemental Retirement Plan benefit at retirement.

Prorated benefits will be paid in accordance with the terms of the Supplemental
Retirement Plan in the event of the death or disability of a participant or the
acquisition or other change in control of the Company and subsequent termination
of employment of the participant or other diminishment of a participant's
compensation or responsibilities following a change in control of the Company.
In such an event the proration will be based upon the ratio of the number of
years of the participant's employment from January 1, 1998, to the date of the
triggering event to the number of whole years from January 1, 1998, to the date
the participant reaches age 62. Supplemental Retirement Plan benefits accrued
during 1999 for Messrs. Coburn, Bernon and Whitney are as follows: Mr. Coburn,
$28,806; Mr. Bernon, $21,948; and Mr. Whitney, $11,852.


      REPORT OF THE SALARY COMMITTEE OF DCB FINANCIAL CORP ON COMPENSATION
Under rules established by the Securities and Exchange Commission (the "SEC"),
the Company is required to provide certain data and information in regard to the
compensation and benefits provided to the Company's President and Chief
Executive Officer and, if applicable, the four other most highly compensated
Executive Officers, whose compensation exceeded $100,000 during the Company's
fiscal year. The disclosure includes the use of tables and a report explaining
the rationale and considerations that led to fundamental executive compensation
decisions affecting such officers. The Company is a bank holding company and
owns a single operating subsidiary, The Delaware County Bank and Trust Company.
DCB Financial Corp has no direct employees. All disclosures contained in this
Proxy Statement regarding executive compensation reflect compensation paid by
the Bank. The Salary Committee of the company has the responsibility of
determining the compensation policy and practices with respect to all Executive
Officers. At the direction of the Board of Directors, the Salary Committee of
the Company has prepared the following report for inclusion in the Proxy
Statement.

Compensation Policy. The report reflects the Company's compensation philosophy
as endorsed by the Salary Committee. The Salary Committee makes the
recommendation regarding the level of compensation for all Executive Officers
including Mr. Coburn and Mr. Coburn has input into the compensation levels for
all Executive Officers, except himself.

The executive compensation program of the Company has been designed to:
     o    Support a pay-for-performance policy that awards Executive Officers
          for corporate performance.
     o    Motivate key Executive Officers to achieve strategic business goals.
     o    Provide compensation opportunities which are comparable to those
          offered by other peer group companies, thus allowing the Company to
          compete for and retain talented executives who are critical to the
          Company's long-term success.

The Salary Committee approved compensation increases for all Executive Officers
of the Company during 1999. Executive Officer salary increase determinations are
based upon an evaluation of such executives performance against goals set in the
prior year.

The Bank maintains a cash bonus plan (the "Bonus Plan") which allocates a
portion of the Bank's pre-tax income for the purpose of employee cash bonuses on
an annual basis. The Bonus Plan is administered by the Salary Committee. The
award of a bonus to any employee under the terms of the Bonus Plan is
discretionary and is determined by the Board of Directors upon the
recommendation of the Salary Committee.

The Salary Committee has determined that a significant portion of executive
compensation should be payable in an annual bonus which shall be based
principally upon the financial performance of the Company and that of the
individual in attaining his or her established goals.

                                       73
<PAGE>   9

This Report of Compensation is submitted by the Salary Committee Members: Larry
D. Coburn, G. Edwin Johnson, Terry M. Kramer, G. William Parker and Thomas T.
Porter.


              SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Larry D. Coburn, the Company's President and Chief Executive Officer, served on
the Salary Committee of the Company, which is responsible for compensation
matters (see "Report of the Salary Committee" in this Proxy Statement).

Although Mr. Coburn served on the Salary Committee, he did not participate in
any decisions regarding his own compensation as an Executive Officer. Each year,
the Salary Committee recommends the amount of the bonus award for Mr. Coburn
(pursuant to the Bonus Plan described above) and salary for the ensuing year.
Mr. Coburn did not participate in discussions nor decision-making relative to
his own compensation.


           PERFORMANCE GRAPH - FIVE YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Company include in this Proxy Statement a line-graph
presentation comparing cumulative five year shareholder returns on an indexed
basis with a broad equity market index and either a nationally recognized
industry standard or an index of peer companies selected by the Company. The
Company has selected the S&P 500 Market Index and the S&P Regional Bank Index
for the purpose of this performance comparison. The chart below compares the
value of $100 invested on December 31, 1994, in the Bank's stock, S&P 500 Market
Index and the S&P Regional Bank Index. The performance reflected is that of the
Company or its predecessor, the Bank.

The Delaware County Bank and Trust Company Common Stock performance was used
through March 17, 1997 when the holding company, DCB Financial Corp, was formed.
The performance of DCB Financial Corp then was used for the rest of 1997, 1998
and 1999.

<TABLE>
<CAPTION>
                                          1994          1995         1996         1997         1998         1999
                                          ----          ----         ----         ----         ----         ----
<S>                                      <C>           <C>          <C>          <C>          <C>          <C>
DCB Financial Corp.                      $100.00       $119.02      $201.57      $299.21      $245.05      $205.20
S&P 500 Index                            $100.00       $137.58      $169.18      $225.61      $290.16      $351.24
S&P Major Regional Bank Index            $100.00       $157.45      $215.16      $321.79      $354.81      $304.99
</TABLE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no existing or proposed material transactions between the Company and
any of the Company's officers, directors or the immediate family or associates
of any of the foregoing persons, except as indicated below:

Mr. C. William Bonner, a Director of the Company, purchased land and built three
office complexes located at 6156 Highland Lakes Avenue, Westerville, 10149
Brewster Lane, Powell and 6820 Perimeter Loop Rd, Dublin. The Bank entered into
a lease for these office complexes with initial terms of 20 years at a rent of
$83,840, $71,000 and $94,200 per year, respectively. The Board of Directors
approved the lease transactions with Mr. Bonner abstaining from consideration of
the matter. The Board believes that the rent to be paid to Mr. Bonner and the
other terms and conditions of the lease transactions are comparable to those
which would be available from an unrelated party.

Some of the directors of the Company, as well as the companies with which such
directors are associated, are customers of, and have had banking transactions
with the Bank in the ordinary course of the Bank's business and the Bank expects
to have such ordinary banking transactions with such persons in the future. In
the opinion of management of the Company and the Bank, all loans and commitments
to lend included in such transactions were made in compliance with applicable
laws on substantially the same terms, including interest rates and collateral,
as those prevailing for comparable transactions with other

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persons of similar creditworthiness and did not involve more than a normal risk
of collectablility or present other unfavorable features.

The Bank expects to have in the future, banking transactions, in the ordinary
course of its business with directors, officers and principal shareholders, and
their associates on substantially the same terms, including interest rates and
collateral on loans, as those prevailing at the same time for comparable
transactions with others and which do not involve more than the normal risk of
collectability or present other unfavorable features.


      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater than ten percent shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Prior to the acquisition of the Bank by the Company, such reports
were filed with the Federal Deposit Insurance Company as the Bank was a "public
bank."

Based solely on review of the copies of such forms furnished to the Company or
written representations that no such forms were required, the Company believes
that during 1999 all Section 16(a) filing requirements applicable to its
officers and Directors were complied with. The Company has no shareholders who
are ten percent beneficial owners.


                    RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Crowe, Chizek and Company LLP ("Crowe Chizek") has served the Company or its
predecessor, the Bank, as its independent auditors since 1992. Selection of
auditors for the current year will be made at the meeting of the Board of
Directors of the Company scheduled for June 20, 2000. The Company anticipates
that Crowe Chizek will be selected. Representatives of Crowe Chizek are expected
to be present at the annual meeting of shareholders with the opportunity to make
statements if they so desire and to be available to respond to appropriate
questions raised at the meeting.


                 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
If any shareholder of the Company wishes to submit a proposal to be included in
next year's Proxy Statement and acted upon at the annual meeting of the Company
to be held in 2001, the proposal must be received by the Secretary of the
Company at the principal executive offices of the Company, 41 North Sandusky
Street, Delaware, Ohio 43015, prior to the close of business on December 8,
2000. On any other proposal raised by a shareholder for next year's annual
meeting, the Company intends that proxies received by it will be voted in the
interest of the Company in accordance with the judgement of the Board of
Directors and the proposal will be considered untimely, unless notice of the
proposal is received by the Company not later than February 21, 2001.

The Company Code of Regualtions establish advance notice procedures as to the
nomination, other than by or at the direction of the Board of Directors, of
candidates for election as directors. In order to make a director nomination at
a shareholder meeting it is necessary that you notify the Company in writing not
less than 90 days in advance of the meeting. In addition, the notice must meet
all other requirements contained in our Code of Regulations. Any shareholder who
wishes to take such action should obtain a copy of our Code of Regulations and
may do so by written request addressed to the Secretary of the Company at the
principal executive offices of the Company.

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                                  OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters that may
come before the meeting. However, the enclosed Proxy will confer discretionary
authority with respect to matters which are not known to the Board of Directors
at the time of printing and which may properly come before the meeting. A copy
of the Company's 1999 report filed with the Securities and Exchange Commission,
on Form 10-K, will be available without charge to shareholders on request.
Address all requests, in writing, for this document to Donald R. Blackburn, Vice
President, The Delaware County Bank and Trust Company, 41 North Sandusky Street,
Delaware, Ohio 43015.


                                           By Order of the Board of Directors of
                                           DCB Financial Corp



                                           Larry D. Coburn, President

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