U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2008
Commission File No.: 000-27481

ROME
BANCORP, INC.(Exact name of registrant as specified in its charter)

|                                |  |                    
|------------------------------- |  | -------------------
|Delaware                        |  | 16-1573070         
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

100
W. Dominick Street, Rome, New York 13440-5810(Address of principal executive offices)(315) 336-7300(Registrants Telephone
Number)

Securities registered pursuant to Section
12(b) of the Act:

|                                        |                                      
|--------------------------------------- | -------------------------------------
|Title of
 Class                         | Name of
 exchange on which registered
|Common Stock, par value $0.01 per share | The NASDAQ Stock Market, LLC         

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o  No x

Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o  No x

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 Act 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 o

Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (Sect. 229.405 of this chapter) 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. x

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of large
accelerated filer, accelerated filer and smaller reporting companyin Rule
12b-2 of the Exchange Act. (Check one):

Large
accelerated filer o Accelerated filer x
Non-accelerated filer o
Smaller reporting company o

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act. Yes o  No x

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Based
on the closing sales price on June 30, 2008, the aggregate market value of the
voting stock held by non-affiliates of the registrant was $62,203,000.

Rome Bancorp
had 6,935,307 shares of common stock outstanding as of March 4, 2009.

DOCUMENTS
INCORPORATED BY REFERENCE

Portions
of the definitive proxy statement pursuant to Regulation 14A to be issued by
the registrant in connection with the 2009 Annual Meeting and portions of the
2008 Annual Report to Shareholders for the fiscal year ended December 31, 2008
are incorporated by reference into Parts II and III of this report.

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TABLE OF CONTENTS

|         |           |                                                                                                               |      |   
|-------- | --------- | ------------------------------------------------------------------------------------------------------------- | ---- | --
|         |           |                                                                                                               | Page
|         |           |                                                                                                               |     
|PART I   |           |                                                                                                               |     
|         |           |                                                                                                               |      |   
|         | ITEM 1.   | BUSINESS                                                                                                      |      | 4 
|         | ITEM 1A.  | RISK FACTORS                                                                                                  |      | 31
|         | ITEM
 1B. | UNRESOLVED STAFF
COMMENTS                                                                                     |      | 35
|         | ITEM 2.   | DESCRIPTION OF
PROPERTY                                                                                       |      | 35
|         | ITEM
 3.  | LEGAL PROCEEDINGS                                                                                             |      | 35
|         | ITEM 4.   | SUBMISSION OF MATTERS TO A VOTE
OF SECURITY
 HOLDERS                                                          |      | 36
|         |           |                                                                                                               |     
|PART II  |           |                                                                                                               |     
|         |           |                                                                                                               |     
|         | ITEM 5.   | MARKET FOR REGISTRANTS
COMMON EQUITY,
 RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |      | 36
|         | ITEM 6.   | SELECTED FINANCIAL
DATA                                                                                       |      | 36
|         | ITEM 7.   | MANAGEMENTS DISCUSSION AND
ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |      | 36
|         | ITEM 7A.  | QUANTITATIVE AND QUALITATIVE
DISCLOSURES
 ABOUT MARKET RISK                                                   |      | 36
|         | ITEM 8.   | FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA                                                                   |      | 36
|         | ITEM 9.   | CHANGES IN AND DISAGREEMENTS WITH
 ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |      | 36
|         | ITEM 9A.  | CONTROLS AND
PROCEDURES                                                                                       |      | 36
|         | ITEM 9B.  | OTHER INFORMATION                                                                                             |      | 37
|         |           |                                                                                                               |     
|PART III |           |                                                                                                               |     
|         |           |                                                                                                               |     
|         | ITEM 10.  | DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE
 GOVERNANCE                                                       |      | 37
|         | ITEM 11.  | EXECUTIVE
COMPENSATION                                                                                        |      | 38
|         | ITEM 12.  | SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL
 OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS               |      | 38
|         | ITEM 13.  | CERTAIN RELATIONSHIPS AND RELATED
 TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |      | 38
|         | ITEM 14.  | PRINCIPAL ACCOUNTING FEES AND
SERVICES                                                                        |      | 38
|         |           |                                                                                                               |     
|PART IV  |           |                                                                                                               |     
|         |           |                                                                                                               |     
|         | ITEM 15.  | EXHIBITS, FINANCIAL STATEMENT
SCHEDULES                                                                       |      | 39

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Forward Looking Statements

This
Annual Report on Form 10-K contains forward-looking statements which may be
identified by the use of such words as believe, expect, anticipate,
should, planned, estimated, and potential. Examples of
forward-looking
statements include, but are not limited to, estimates with respect to our
financial condition and results of operation and business that are subject to
various factors which could cause actual results to differ materially from
these estimates including, but not limited to, changes in the real estate
market or local economy, changes in interest rates, changes in laws and
regulations to which we are subject, and competition in our primary market
area.

Any
or all of our forward-looking statements in this Annual Report on Form 10-K and
in any other public statements we make may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or unknown risks and
uncertainties. Consequently, no forward-looking statements can be guaranteed.
We disclaim any obligation to subsequently revise any forward-looking
statements to reflect events or circumstances after the date of such
statements, or to reflect the occurrence of anticipated or unanticipated
events.

PART I

|        |         
|------- | --------
|ITEM 1. | BUSINESS

General

Rome
Bancorp, Inc. (Rome Bancorp or the Company) is a Delaware corporation
organized on June 9, 1999 as the stock holding company for The Rome Savings
Bank (Rome Savings or the Bank), a federally chartered stock savings bank
headquartered in Rome, New York. Rome Bancorps principal business is to hold
the capital stock of Rome Savings.

Rome
Savings is a federal stock savings bank and the wholly-owned subsidiary of Rome
Bancorp. Rome Savings was originally chartered in 1851 as a New York mutual
savings bank. On October 6, 1999, Rome Savings reorganized into a mutual
holding company structure and formed Rome Bancorp and Rome, MHC. On April 27,
2004, Rome, MHC, Rome Bancorp and Rome Savings completed their conversions from
New York-chartered companies to federally-chartered companies regulated by the
Office of Thrift Supervision (the OTS). On March 30, 2005, Rome, MHC
completed its second-step conversion and related stock offering and ceased to
exist.

Rome
Savings is a community and customer-oriented retail savings bank that offers
traditional deposit products, residential real estate mortgage loans and
consumer, commercial and commercial real estate loans. In addition, Rome
Savings purchases securities issued by the U.S. Government and government
agencies, municipal securities, mortgage-backed securities and other
investments permitted by applicable laws and regulations. At December 31, 2008,
Rome Bancorp had assets of $337.9 million, deposits of $205.9 million and
stockholders equity of $60.3 million.

Business Strategy

Our
business is to hold Rome Savings. Our revenues are derived principally from
interest on our loans and interest and dividends on our investment securities.
Our primary sources of funds are deposits, payments of loan principal and
mortgage-backed securities, maturities and calls of investment securities,
borrowings from the Federal Home Loan Bank, and funds provided by operations.

4

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Market Area

Operations
are conducted out of our executive office in Rome, New York and four branch
offices located in Oneida County, New York, two of which are located in Rome,
one in New Hartford, New York and one in Lee, New York. As of June 30, 2008,
Rome Savings maintained a 6.64% share of all Oneida County, New York deposits,
ranking sixth in size of deposits in Oneida County. Rome Savings also
maintained a 40.84% market share of all reported funds on deposit in the City
of Rome as of June 30, 2008, making it the largest depository institution in
Rome.

Our
geographic market area for loans and deposits is principally Oneida County, New
York. The local economy is not dependent on one key employer. The principal
employment sectors are service-related (excluding financial industries),
wholesale and retail trade, and manufacturing.

Similar
to national trends, in recent years most of the job growth realized in Oneida
County has been in service related industries, and service jobs now account for
the largest portion of the workforce. Our market area also includes a growing
number of healthcare, engineering, software, and technical firms that have
located in Oneida County in order to take advantage of its well-educated work
force, including current and former military and defense industry personnel.
Rome, New York is located 15 miles west of Utica and approximately 45 miles
east of Syracuse. Depending on market conditions, we also occasionally
originate loans in the greater New York City metropolitan area, typically
through loan participations, and outside of New York State. At December 31,
2008, Rome Savings total loan portfolio consisted of $294.5 million in loans
located in the State of New York, while $5.9 million of such loans consisted of
loans made outside of New York.

Our
future growth opportunities will be influenced by growth and stability in the
regional and statewide economies, other demographic trends and the competitive
environment. We believe that Rome Savings has developed lending products and
marketing strategies to address the credit-related needs of the residents in
our local market area.

Competition

Rome
Savings faces intense competition both in making loans and attracting deposits.
New York has a high concentration of financial institutions, many of which are
branches of large money center and regional banks which have resulted from the
consolidation of the banking industry in New York and surrounding states. Some
of these competitors have greater resources than we do and may offer services
that we do not provide. For example, Rome Savings does not provide trust or
investment services, or credit cards. Customers who seek one-stop shopping
may be drawn to these institutions.

Competition
for loans comes principally from commercial banks, savings institutions,
mortgage banking firms, credit unions, finance companies, insurance companies,
and brokerage and investment banking firms. The most direct competition for
deposits has historically come from credit unions, commercial banks, savings
banks, and savings and loan associations. Rome Savings faces additional
competition for deposits from short-term money market funds, corporate and
government securities funds, and from brokerage firms, mutual funds, and
insurance companies.

Lending Activities

General.
Rome Savings has a long-standing commitment to originate commercial real
estate, commercial and consumer loans, in addition to a traditional emphasis on
residential lending. We currently retain substantially all of the loans that we
originate, periodically selling
longer term loans into the secondary market. At December 31, 2008, Rome Savings
had total loans of $300.4 million, of which $174.0 million, or 57.93%, were
one- to four-family residential mortgages and residential construction loans.
Of residential

5

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mortgage loans outstanding
at that date, 27.85% were adjustable-rate mortgage loans and 72.15% were
fixed-rate loans. The remainder of Rome Savings loans at December 31, 2008,
amounting to $126.4 million, or 42.08% of total loans, consisted of commercial
real estate, commercial loans, and consumer loans. Rome Savings originates
commercial real estate and commercial business loans both within and outside of
Oneida County, New York. As of December 31, 2008, 17.06% of Rome Savings loan
portfolio was in commercial real estate loans and 9.48% was in commercial
loans. In addition, as of December 31, 2008, 15.53% of Rome Savings loan
portfolio was in consumer loans.

Our
loans are subject to federal and state laws and regulations. The interest rates
we charge on loans are affected principally by the demand for loans, the supply
of money available for lending purposes and the interest rates offered by our
competitors. These factors are, in turn, affected by general and local economic
conditions, monetary policies of the federal government, including the Federal
Reserve Board, legislative tax policies and governmental budgetary matters.

6

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Loan
Portfolio.The following table sets forth the
composition of our mortgage and other loan portfolios, by type of loan, in
dollar amounts and in percentages at the dates indicated.

|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|------------------------------- |  | ------ | ------- | ------------------ |  | ------ | - | ------------------ | ------- | ------ |  | ------------------ | - | ------ | ------- | ------------------ |  | ------ | - | ------------------ | ------- |  |  | ------ | - | - | ------- |  |  | ------ | -
|                                |  | 2008   |         | 2007               |  | 2006   |   | 2005               |         | 2004   | 
|                                |  |        |         |                    |  |        |   |                    |         |        | 
|                                |  | Amount |         | Percent
 of
 Total |  | Amount |   | Percent
 of
 Total |         | Amount |  | Percent
 of
 Total |   | Amount |         | Percent
 of
 Total |  | Amount |   | Percent
 of
 Total |        
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |        
|                               
|Mortgage loans:                 |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|One- to four-family             |  | $      | 170,197 |                    |  | 56.65  | % | $                  | 149,702 |        |  | 52.91              | % | $      | 135,078 |                    |  | 51,06  | % | $                  | 126,422 |  |  | 49.79  | % | $ | 114,138 |  |  | 48.93  | %
|Commercial real estate          |  |        | 49,231  |                    |  | 16.39  |   |                    | 49,795  |        |  | 17.60              |   |        | 54,493  |                    |  | 20.60  |   |                    | 52,748  |  |  | 20.78  |   |   | 49,364  |  |  | 21.16  |  
|Construction and land           |  |        | 5,827   |                    |  | 1.95   |   |                    | 5,258   |        |  | 1.86               |   |        | 2,562   |                    |  | 0.97   |   |                    | 3,317   |  |  | 1.31   |   |   | 5,469   |  |  | 2.34   |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|Total mortgage loans            |  |        | 225,255 |                    |  | 74.99  |   |                    | 204,755 |        |  | 72.37              |   |        | 192,133 |                    |  | 72,63  |   |                    | 182,487 |  |  | 71.88  |   |   | 168,971 |  |  | 72.43  |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|Commercial loans                |  |        | 28,472  |                    |  | 9.48   |   |                    | 29,127  |        |  | 10.29              |   |        | 24,189  |                    |  | 9.14   |   |                    | 23,832  |  |  | 9.39   |   |   | 21,507  |  |  | 9.22   |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|Consumer loans:                 |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|Automobile                      |  |        | 12,927  |                    |  | 4.30   |   |                    | 16,009  |        |  | 5.66               |   |        | 17,779  |                    |  | 6.72   |   |                    | 18,321  |  |  | 7.21   |   |   | 15,529  |  |  | 6.66   |  
|Property improvement            |  |        | 17,459  |                    |  | 5.81   |   |                    | 15,829  |        |  | 5.59               |   |        | 15,536  |                    |  | 5.87   |   |                    | 15,434  |  |  | 6.08   |   |   | 12,766  |  |  | 5.47   |  
|Other                           |  |        | 16,276  |                    |  | 5.42   |   |                    | 17,232  |        |  | 6.09               |   |        | 14,900  |                    |  | 5.64   |   |                    | 13,804  |  |  | 5.44   |   |   | 14,499  |  |  | 6.22   |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|Total consumer loans            |  |        | 46,662  |                    |  | 15.53  |   |                    | 49,070  |        |  | 17.34              |   |        | 48,215  |                    |  | 18.23  |   |                    | 47,559  |  |  | 18.73  |   |   | 42,794  |  |  | 18.35  |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|Total loans                     |  |        | 300,389 |                    |  | 100.00 | % |                    | 282,952 |        |  | 100.00             | % |        | 264,537 |                    |  | 100.00 | % |                    | 253,878 |  |  | 100.00 | % |   | 233,272 |  |  | 100.00 | %
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|Less: Allowance for loan losses |  |        | 1,936   |                    |  |        |   |                    | 1,910   |        |  |                    |   |        | 1,965   |                    |  |        |   |                    | 1,960   |  |  |        |   |   | 2,000   |  |  |        |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  
|Loans, net                      |  | $      | 298,453 |                    |  |        |   | $                  | 281,042 |        |  |                    |   | $      | 262,572 |                    |  |        |   | $                  | 251,918 |  |  |        |   | $ | 231,272 |  |  |        |  
|                                |  |        |         |                    |  |        |   |                    |         |        |  |                    |   |        |         |                    |  |        |   |                    |         |  |  |        |   |   |         |  |  |        |  

7

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Loan
Maturity. The following table presents the contractual
maturity of our loan portfolio at December 31, 2008. The table does not include
the effect of prepayments or scheduled principal amortization.

|                         |  |                             |         |                                 |   |                  |  |                     |        |  |   |        | 
|------------------------ |  | --------------------------- | ------- | ------------------------------- | - | ---------------- |  | ------------------- | ------ |  | - | ------ | 
|                         |  | At
 December 31, 2008       |        
|                         |  | Residential
 Mortgage Loans |         | Commercial
 Real 
 Estate Loans |   | Consumer 
 Loans |  | Commercial
 
 Loans |       
|                         |  |                             |         |                                 |   |                  |  |                     |       
|                         |  | (In
 thousands)             |        
|Amounts due:             |  |                             |         |                                 |   |                  |  |                     |        |  |   |        | 
|Within one
 year         |  | $                           | 61      |                                 | $ | 1,952            |  | $                   | 2,598  |  | $ | 12,062 | 
|After one
 year:         |  |                             |         |                                 |   |                  |  |                     |        |  |   |        | 
|One to three years       |  |                             | 446     |                                 |   | 3,025            |  |                     | 8,856  |  |   | 1,535  | 
|Three to five years      |  |                             | 2,863   |                                 |   | 800              |  |                     | 13,282 |  |   | 1,957  | 
|Five to ten years        |  |                             | 14,654  |                                 |   | 6,442            |  |                     | 14,620 |  |   | 4,724  | 
|Ten to twenty years      |  |                             | 60,760  |                                 |   | 28,797           |  |                     | 4,369  |  |   | 3,368  | 
|After twenty years       |  |                             | 95,241  |                                 |   | 10,214           |  |                     | 2,937  |  |   | 4,826  | 
|                         |  |                             |         |                                 |   |                  |  |                     |        |  |   |        | 
|Total due after one year |  |                             | 173,964 |                                 |   | 49,278           |  |                     | 44,064 |  |   | 16,410 | 
|                         |  |                             |         |                                 |   |                  |  |                     |        |  |   |        | 
|Total loans              |  | $                           | 174,025 |                                 | $ | 51,230           |  | $                   | 46,662 |  | $ | 28,472 | 
|                         |  |                             |         |                                 |   |                  |  |                     |        |  |   |        | 

The
following table presents, as of December 31, 2008, the dollar amount of all
loans, due after December 31, 2009, and whether these loans have fixed interest
rates or adjustable interest rates.

|                              |  |                              |         |            |   |        |  |   |         | 
|----------------------------- |  | ---------------------------- | ------- | ---------- | - | ------ |  | - | ------- | 
|                              |  | Due After
 December 31, 2009 |        
|                              |  |                              |        
|                              |  | Fixed                        |         | Adjustable |   | Total  | 
|                              |  |                              |         |            |   |        | 
|                              |  | (In
 thousands)              |        
|                              |  |                              |         |            |   |        |  |   |         | 
|Residential
 mortgage loans   |  | $                            | 126,758 |            | $ | 47,206 |  | $ | 173,964 | 
|Commercial
 real estate loans |  |                              | 20,041  |            |   | 29,237 |  |   | 49,278  | 
|Consumer
 loans               |  |                              | 28,600  |            |   | 15,464 |  |   | 44,064  | 
|Commercial
 loans             |  |                              | 12,345  |            |   | 4,065  |  |   | 16,410  | 
|                              |  |                              |         |            |   |        |  |   |         | 
|Total loans                   |  | $                            | 187,744 |            | $ | 95,972 |  | $ | 283,716 | 
|                              |  |                              |         |            |   |        |  |   |         | 

The
following table presents Rome Savings loan originations, purchases, sales, and
principal payments for the periods indicated.

|                                           |  |                                  |         |      |   |         |  |   |         | 
|------------------------------------------ |  | -------------------------------- | ------- | ---- | - | ------- |  | - | ------- | 
|                                           |  | For the
 Year Ended December 31, |        
|                                           |  |                                  |        
|                                           |  | 2008                             |         | 2007 |   | 2006    | 
|                                           |  |                                  |         |      |   |         | 
|Total loans:                               |  |                                  |         |      |   |         |  |   |         | 
|Balance outstanding at beginning of period |  | $                                | 282,952 |      | $ | 264,537 |  | $ | 253,878 | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|Originations:                              |  |                                  |         |      |   |         |  |   |         | 
|Mortgage loans                             |  |                                  | 53,687  |      |   | 39,297  |  |   | 40,043  | 
|Commercial and consumer loans              |  |                                  | 12,706  |      |   | 22,384  |  |   | 17,925  | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|Total originations                         |  |                                  | 66,393  |      |   | 61,681  |  |   | 57,968  | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|Principal repayments:                      |  |                                  |         |      |   |         |  |   |         | 
|Mortgage loans                             |  |                                  | 33,136  |      |   | 26,675  |  |   | 29,180  | 
|Commercial and consumer loans              |  |                                  | 13,804  |      |   | 14,815  |  |   | 16,559  | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|Total principal payments                   |  |                                  | 46,940  |      |   | 41,490  |  |   | 45,739  | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|Transfers to foreclosed
 real estate       |  |                                  | 505     |      |   | 52      |  |   | 99      | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|Loan sales                                 |  |                                  | 1,163   |      |   | 1,491   |  |   | 1,099   | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|Loans charged off                          |  |                                  | 348     |      |   | 233     |  |   | 372     | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|                                           |  |                                  |         |      |   |         |  |   |         | 
|Balance outstanding at end of period       |  | $                                | 300,389 |      | $ | 282,952 |  | $ | 264,537 | 
|                                           |  |                                  |         |      |   |         |  |   |         | 

8

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Residential
Mortgage Lending. Rome Savings emphasizes the
origination of mortgage loans secured by one to four-family properties that
serve as the primary residence of the owner. Rome Savings does not originate
subprime or interest only mortgage loans. As of December 31, 2008, loans on
one-to four-family residential properties accounted for $174.0 million, or
57.93%, of Rome Savings total loan portfolio. Of residential mortgage loans
outstanding on that date, 27.85% were adjustable-rate mortgage loans and 72.15%
were fixed-rate loans. Rome Savings may
seek to expand its residential lending activities primarily through the
marketing and sale to the secondary market of longer term fixed-rate mortgage
loans. Management of Rome Savings believes that the expansion of Rome Savings
residential lending will enhance its reputation as a service-oriented
institution that meets the needs of its local community.

Most
of Rome Savings loan originations are from existing or past customers, members
of Rome Savings local communities or referrals from local real estate agents,
attorneys, and builders. Management of Rome Savings believes that its branch
offices are a significant source of new loan generation.

Rome
Savings mortgage loan originations are generally for terms from 10 to 30
years, amortized on a monthly basis with interest and principal due each month.
Residential real estate loans may remain outstanding for significantly shorter
periods than their contractual terms as borrowers may refinance or prepay loans
at their option without penalty. Conventional residential mortgage loans
granted by Rome Savings customarily contain due-on-sale clauses that permit
Rome Savings to accelerate the indebtedness of the loan upon transfer of
ownership of the mortgage property.

Rome
Savings Board residential lending policies and procedures conform to secondary
market guidelines. In the future, Rome Savings may sell qualifying fixed-rate
longer-term loans into the secondary market, but expects to continue to retain
fixed rate loans with maturities of shorter terms. Rome Savings originates
residential mortgage loans with a loan to value ratio up to 90%. Private
mortgage insurance is not required on loans with an 80% or less loan to value
ratio. All mortgages originated with a loan to value above 80% and up to 90%
required private mortgage insurance with 17% to 30% coverage. Rome Savings at
times may originate mortgages outside of secondary market guidelines, tailored
to the needs of its customers. Commitments issued in these situations are
reviewed with the Board of Directors on a monthly basis.

Rome
Savings also offers residential construction loans to customers in its primary
lending market. Private mortgage insurance is not currently available on
construction loans. Rome Savings will make construction loans up to 80% loan to
value ratio and up to 90% can be self-insured with the risk built into a
pricing add on. The program allows for mortgagors to receive up to five
advances during the construction phase. Rome Savings uses third-party
Board-approved inspectors to determine the advance amount and obtains a clear
title report prior to making each advance. The loan converts
to permanent financing at the end of six months from the initial closing
whether the house is completed or not. The interest rate on the permanent
financing is locked in at the time of application for the
construction/permanent mortgage. Rome Savings receives at closing, in addition
to standard fees and closing costs, up to 0.75% of the loan amount as
additional income.

Rome
Savings adjustable-rate mortgages currently in portfolio include limits on
increase or decrease in the interest rate of the loan. The interest rate may
increase or decrease by a maximum 2.0% per adjustment period with a ceiling
rate of 11% over the life of the loan. The retention of adjustable-rate
mortgage loans in our loan portfolio helps reduce exposure to changes in
interest rates. However, there are unquantifiable credit risks resulting from
potential increased costs to the borrower as a result of the pricing of
adjustable-rate mortgage loans. During periods of rising interest rates, the
risk of default on adjustable-rate mortgage loans may increase due to the
upward adjustment of interest cost to the borrower.

During
the year ended December 31, 2008, Rome Savings originated $11.3 million in
adjustable-rate residential mortgage loans and $33.5 million in fixed-rate one-
to four- family residential loans. Approximately 10.76% of all residential loan
originations during fiscal 2008 were refinancings of loans already in Rome
Savings portfolio. At December 31, 2008, Rome Savings loan portfolio included
$48.5 million in adjustable-rate one to four-family residential mortgage loans,
or 16.15% of its total loan portfolio, and $125.5 million in fixed-rate one to
four-family residential mortgage loans, or 41.78% of its total loan portfolio.

9

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Commercial
Real Estate Loans. We originate commercial real estate
loans to finance the purchase of real property, which generally consists of
developed real estate. In underwriting commercial real estate loans,
consideration is given to the propertys historic cash flow, current and
projected occupancy, location and physical condition. At December 31, 2008, our
commercial real estate loan portfolio consisted of 158 loans, totaling $51.2
million, or 17.06%, of total loans. Most of the commercial real estate
portfolio consists of loans which are collateralized by properties in our
normal lending area. To a lesser extent, commercial real estate loans are
secured by out of market properties. A portion of Rome Savings commercial
mortgages are participation loans. Our commercial real estate loan portfolio is
diverse, and does not have any significant loan concentration by type of
industry or borrower. We lend up to a maximum loan-to-value ratio of 75% on
commercial properties and require a minimum debt coverage ratio of 1.25. Commercial real estate lending involves
additional risks compared with one-to-four-family residential lending. Because
payments on loans secured by commercial real estate properties are often
dependent on the successful operation or management of the properties, or on
the successful operation of the owners business for owner occupied properties,
repayment of such loans may be affected by adverse conditions in the real
estate market or the economy. Also, commercial real estate loans typically
involve large loan balances to single borrowers or groups of related borrowers.
Rome Savings loan policies limit the amount of loans to a single borrower or
group of borrowers to reduce this risk.

Rome
Savings commercial real estate loan portfolio includes $2.0 million of
construction loans. From time to time Rome Savings approves commercial
construction mortgages. Recognizing the risks inherent to this type of lending,
it is Rome Savings practice to minimize lending risk by carefully studying
project feasibility, developing a detailed knowledge of the
borrower/guarantors entire business operation, assessing both primary and
secondary sources of repayment, and by structuring the credit in a manner
appropriate to the project.

Rome
Savings will only consider construction lending where it holds a first position
mortgage lien on the subject premises. No construction loan will be advanced
without permanent financing approved by Rome Savings or another lender.
Commitments from any source other than this bank must be reviewed for capacity
and conditions. Rome Savings exposure cannot exceed 75% of the project cost.
Rome Savings requires that up-front equity requirements be met in cash or free
and clear value of the land directly associated with the project. The ratio of
projected cash flow versus debt service coverage must equal or exceed 1.25.
Construction loans may have interest only payments until completion of the
project but not beyond 12 months. Personal guaranties are required of the
principals of closely held entities. Funds are disbursed only after proper
documentation of work completed. A 5% to 10% retainage is normally required.

Commercial
Loans. In addition to commercial real estate loans, we
also engage in small business commercial lending, including business term
loans, lines of credit and other commercial loans. At December 31, 2008, our commercial loan portfolio consisted of 234
loans, totaling $28.5 million, or 9.48% of total loans. A portion of Rome
Savings commercial loans are participation loans. Most term loans generally
are limited to terms of five years. Substantially all lines of credit have
variable interest rates tied to the prime rate. Typically, Rome Savings
collateralizes these loans with a lien on business assets and equipment, occasionally
commercial real estate, plus the personal guarantees from principals of the
borrower. Interest rates on commercial loans generally have higher yields than
residential mortgages.

Rome
Savings offers commercial services administered by Rome Savings commercial
loan department that are designed to give business owners borrowing
opportunities for modernization, inventory, equipment, construction,
consolidation, real estate, working capital, vehicle purchases, and the
refinancing of existing corporate debt.

Commercial
loans are generally considered to involve a higher degree of risk than
residential mortgage loans because the collateral may be in the form of
intangible assets and/or inventory subject to market obsolescence. Commercial
loans may also involve relatively large loan balances to single borrowers or
groups of related borrowers, with the repayment of such loans typically
dependent on the successful operation and income stream of the borrower. Such
risks can be significantly affected by economic conditions. In addition,
commercial business lending generally requires substantially greater oversight
efforts compared to residential real estate lending. Rome Savings utilizes the
services of an outside consultant to conduct on-site reviews of the commercial
loan portfolio to ensure adherence to underwriting standards and policy
requirements.

10

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Consumer
Loans.Rome Savings offers a variety of consumer
loans. At December 31, 2008, the consumer loan portfolio totaled $46.7 million
or 15.53% of total loans. Consumer loans generally are offered for terms of up
to five or 10 years, depending on the collateral, at fixed interest rates. Rome Savings consumer loan portfolio
consists primarily of property improvement loans (i.e., home equity loans and
home equity lines of credit) and used automobile loans. To a lesser extent, the
consumer loan portfolio also includes:

| |   |                                                      
| | - | -----------------------------------------------------
| |  | new automobile loans;                                
| |   |                                                      
| |  | recreational vehicles,
 boats, and conversion vans;  
| |   |                                                      
| |  | motorcycles, ATVs,
 snowmobiles, and equipment loans;
| |   |                                                      
| |  | secured passbook loans;                              
| |   |                                                      
| |  | unsecured loans;                                     
| |   |                                                      
| |  | education loans; and                                 
| |   |                                                      
| |  | mobile or manufactured
 home loans.                  

Rome
Savings expects consumer lending to be a continuing source of loan volume, with
installment loans continuing to account for the major portion of our consumer
lending volume. Property improvement loans, currently comprises the largest
portion of the consumer loan portfolio at 37.42%. Rome Savings makes loans
secured by deposit accounts up to 90% of the amount of the depositors savings
account balance. Rome Savings also makes other consumer loans, which may or may
not be secured. The terms of such loans vary depending on the collateral.

Rome
Savings provides home equity lines of credit for any purpose, using the
applicants principal residence. The normal loan to value for these lines is
90%, with certain conditions allowing for up to 100%. This product has a
ten-year interest-only draw period. During this period, principal reductions
are at the applicants discretion. At the end of the ten-year period, any
outstanding principal balance due is termed out over 15 years with payments to
principal plus interest monthly. These lines have a variable interest at prime
rate. Access to these lines is by customer checks.All closing costs are
waived providing that the line remains open for at least three years. In
addition, Rome Savings offers fixed rate amortizing installment home equity
loans with terms of up to fifteen years.

Rome
Savings makes loans for automobiles, both new and used, directly to the
borrowers. The term of automobile loans is generally limited to five years. The
financial terms of the loans are determined by the age of the collateral. Rome
Savings obtains a title lien on the vehicle and collision insurance policies
are required on all these loans. Rome Savings pays a referral fee of no more
than $225 to automobile dealers who refer it customers. There is no difference
in the interest rates and terms offered to customers who are referred and those
who are not.

Consumer
loans are generally originated at higher interest rates than residential
mortgage loans, but also tend to have a higher credit risk than residential
loans due to the loan being unsecured or secured by rapidly depreciating
assets. Despite these risks, Rome Savings level of consumer loan delinquencies
generally has been low. No assurance can be given, however, that Rome Savings
delinquency rate on consumer loans will continue to remain low in the future,
or that it will not incur future losses on these activities.

Loan
Approval Procedures and Authority. Rome Savings lending policies are
established by its Board of Directors. The policies differ depending on the
type of loan involved.

| |   |                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Residential Mortgage
 Loans: Following underwriting, each mortgage application is reviewed by a
 designated employee or officer who has authority to approve mortgages up to
 $417,000. Mortgages over $417,000 must be presented to the Banks Lending
 Committee, Executive Committee, or Board of Directors for approval.

11

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Commercial Loans and
 Commercial Mortgage Loans: The maximum commercial loan or commercial mortgage
 amount is dictated by Rome Savings portfolio management guidelines. The
 total of all credit extended to one borrower may not exceed $7.0 million. The
 maximum amount of any single loan, or combination of loans secured by the
 same collateral, is $3.0 million. The total of commercial mortgages and
 commercial loans by industry may not exceed 8.0% of assets. Rome Savings may
 not exceed the legal limits of lending to one borrower, currently 15% of
 unimpaired capital, not including accumulated other comprehensive income. See
 Regulations  Regulation of Federal Savings Associations  Loans to One
 Borrower. Per Rome Savings internal policies, loans to one borrower include
 group credit. A group credit is broadly defined as any credit, either direct,
 indirect, or contingent, including unused lines of credit and other commitments
 by Rome Savings to lend, extended either jointly or severally to individuals,
 joint ventures, partnerships, corporations, subsidiaries or affiliates, which
 are commonly controlled or where the credit reliance is similar. The minimum
 amount for a commercial loan is not specific in policy but loans under $5,000
 are unusual. The minimum amount for a commercial mortgage is not specified in
 policy but mortgages under $25,000 are unusual.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |   | One designated vice
 president of Rome Savings Bank has the authority to approve commercial loans
 up to $425,000 which are secured by liquid collateral and may approve other
 commercial loans up to $300,000. Another designated vice president of Rome
 Savings Bank has the authority to approve commercial loans up to $400,000 which
 are secured by liquid collateral and may approve other commercial loans up to
 $250,000. Rome Savings President and Chief Executive Office may approve
 commercial loans up to $650,000 which are secured by liquid collateral, and
 all other commercial loans up to $400,000. A combination of any two of these
 three officers may approve commercial loans up to $800,000 which are secured
 by liquid collateral. Any two may approve all other commercial loans up to
 $500,000. Any commercial loan request in excess of the approval authority
 outlined above must be presented to the banks Lending Committee, Executive
 Committee, or Board of Directors for approval.                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |   | One designated vice
 president of Rome Savings Bank has the authority to approve commercial
 mortgages up to $325,000 and another vice president has the authority to
 approve commercial mortgages up to $300,000. Rome Savings President and
 Chief Executive Officer has authority to approve commercial mortgages up to
 $500,000. A combination of any two of these three officers may approve a
 commercial mortgage up to $700,000. Any commercial mortgage request in excess
 of the approval authorities outlined above must be presented to Rome Savings
 Lending Committee, Executive Committee, or Board of Directors for approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | Consumer Loans: Rome
 Savings extends consumer loans in amounts starting at a minimum of $1,000,
 and with no upper limit, other than the portfolio management guidelines.
 Approvals begin at the interviewer level with various approval authorities ranging
 from $7,500 to $25,000. Loan requests above these amounts are then addressed
 up to $100,000 with the Vice President of Consumer Loans, up to $250,000 with
 the Senior Loan Officer, and up to $450,000 with the President and Chief
 Executive Officer. Requests above $450,000 are referred to the Lending
 Committee, Executive Committee, or the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | Home Equity Lines of
 Credit: Lines of credit against an applicants principal residence extend
 from $7,500 to $250,000. Approvals for these lines are handled as follows: up
 to $75,000 by the assistant to the head of the Consumer Lending Department;
 $150,000 by the Vice President of Consumer Lending or Mortgage Departments;
 and up to $250,000 by the Senior Loan Officer or Rome Savings President and
 Chief Executive Officer. Any exceptions to the normal parameters are approved
 by the Lending Committee, Executive Committee, or the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Current
Lending Procedures. Upon receipt of a completed
loan application from a prospective borrower, Rome Savings orders a credit
report and verifies certain other information. If necessary, Rome Savings
obtains

12

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additional
financial or credit related information. Rome Savings requires an appraisal for
all mortgage loans, including loans made to refinance existing mortgage loans.
Appraisals are performed by licensed or certified third-party appraisal firms
that have been approved by Rome Savings Board of Directors. Rome Savings
requires title insurance on all secondary market mortgage loans and certain
other loans. Rome Savings requires borrowers to obtain hazard insurance, and if
applicable, Rome Savings may require borrowers to obtain flood insurance prior
to closing. Also available to borrowers is the option to advance funds on a
monthly basis, together with each payment of principal and interest, to a
mortgage escrow account from which Rome Savings makes disbursements for items
such as real estate taxes, flood insurance, and private mortgage insurance
premiums, if required.

Asset Quality

One
of Rome Savings key operating objectives has been and continues to be
maintaining a high level of asset quality. Through a variety of strategies,
including but not limited to borrower workout arrangements and aggressive
marketing of foreclosed properties, Rome Savings has been proactive in
addressing problem and non-performing assets. These strategies, as well as Rome
Savings high proportion of one-to-four family mortgage loans, the maintenance
of sound credit standards for new loan originations, and loan administration
procedures, have resulted in historically low delinquency ratios and, in recent
years, a reduction in non-performing assets. These factors have helped
strengthen Rome Savings financial condition.

Collection
Procedures. When a borrower fails to make required
payments on a loan, Rome Savings takes a number of steps to induce the borrower
to cure the delinquency and restore the loan to a current status. In the case
of mortgage loans, Rome Savings servicing department is responsible for
collection procedures from the 15th day up to the 120th day of delinquency. A
late charge notice is sent at 15 days. A reminder letter requesting prompt
payment is sent on the 25th day. At 30 days, Rome Savings also attempts to
establish telephone contact with the borrower. If no contact is established,
progressively stronger collection letters are sent on the 45th and 55th days of
delinquency. Late charge notices are sent on the 30th and 60th days of the
delinquency. Between the 60th and 90th day of delinquency, if telephone contact
has not been established or if there has been mail returned, the collector or his
or her assistant makes a physical inspection of the property. When contact is
made with the borrower at any time prior to foreclosure, Rome Savings attempts
to obtain full payment of the amount delinquent or work out a repayment
schedule with the borrower in order to avoid foreclosure. It has been Rome
Savings experience that most loan delinquencies are cured within 105 days and
no legal action is taken.

Rome
Savings sends the right to cure foreclosure notice when a loan is
approximately 75 days delinquent. This contains a right to cure clause that
gives the customer the terms that must be met within 30 days of the date the
letter is sent in order to avoid foreclosure action. After this letter expires
a recommendation for foreclosure is presented to the Board of Directors for
approval. Upon approval the loan is forwarded to outside legal counsel to
commence the foreclosure action. If a foreclosure action is commenced and the
loan is brought current, paid in full, or refinanced before the foreclosure
sale, is held, the foreclosure action would be terminated. If Rome Savings
becomes the owner of the real property at the foreclosure sale, it is held as
other real estate owned. The property is valued at fair market value less
estimated selling costs. Other real estate property is actively marketed and
sold by the Bank as soon as practicle. The collection procedures for Federal
Housing Association (FHA) and Veterans Administration (VA) one-to
four-family mortgage loans follow the collection guidelines outlined by those
agencies.

The
collection procedures for consumer, commercial, and other loans, include the
sending of periodic late notices and letters to a borrower once a loan is past
due. Rome Savings attempts to make direct contact with a borrower once a loan
is 15 days past due. Rome Savings follows the same collection procedure as
mortgages in an attempt to reach individuals by telephone and sending them
letters and notices. Supervisory personnel in Rome Savings lending area and in
its collection area review loans 30 days or more delinquent on a regular basis.
If collection activity is unsuccessful after 120 days, Rome Savings may charge
off a loan and/or refer the matter to an outside collection agency or to the
Banks legal counsel for further collection effort. Monthly, loans deemed
uncollectible are proposed for charge-off. Charge offs up to $10,000 may be
approved by the Banks senior loan officer. Charge-offs $10,000 and greater
require approval of both the senior loan officer and the President of Rome
Savings. All charge-offs are reported to the Board of Directors of Rome Savings
at its next scheduled meeting.

13

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Rome
Savings policies require that management continuously monitor the status of
the loan portfolio and report to the Board of Directors on a monthly basis.
These reports include information on delinquent loans and foreclosed real
estate and Rome Savings actions and plans to cure the delinquent status of the
loans and to dispose of the real estate.

Non-Performing
Assets. Non-performing assets totaled $1.6 million and
$1.1 million at December 31, 2008 and December 31, 2007, respectively.

The
following table presents information regarding non-accrual mortgage and
consumer and other loans, accruing loans delinquent 90 days or more, and
foreclosed real estate as of the dates indicated.

|                                          |  |                         |       |      |   |       |   |                  |       |      |   |      |   |   |      |  
|----------------------------------------- |  | ----------------------- | ----- | ---- | - | ----- | - | ---------------- | ----- | ---- | - | ---- | - | - | ---- | -
|                                          |  |                         |       |      |   |       |   | At
 December 31, |       |      |   |     
|                                          |  |                         |       |      |   |       |   |                  |       |      |   |     
|                                          |  | 2008                    |       | 2007 |   | 2006  |   | 2005             |       | 2004 |  
|                                          |  |                         |       |      |   |       |   |                  |       |      |  
|                                          |  | (Dollars
 in thousands) |      
|Nonaccruing
 loans:                       |  |                         |       |      |   |       |   |                  |       |      |   |      |   |   |      |  
|Mortgage loans                            |  | $                       | 1,094 |      | $ | 653   |   | $                | 575   |      | $ | 539  |   | $ | 362  |  
|Commercial loans                          |  |                         | 105   |      |   | 271   |   |                  | 423   |      |   | 216  |   |   | 268  |  
|Consumer loans                            |  |                         | 74    |      |   | 44    |   |                  | 98    |      |   | 117  |   |   | 113  |  
|                                          |  |                         |       |      |   |       |   |                  |       |      |   |      |   |   |      |  
|Total                                     |  |                         | 1,273 |      |   | 968   |   |                  | 1,096 |      |   | 872  |   |   | 743  |  
|Accruing loans delinquent 90 days or more |  |                         |      |      |   | 35    |   |                  | 8     |      |   | 75   |   |   | 86   |  
|                                          |  |                         |       |      |   |       |   |                  |       |      |   |      |   |   |      |  
|Total
 non-performing loans               |  |                         | 1,273 |      |   | 1,003 |   |                  | 1,104 |      |   | 947  |   |   | 829  |  
|Foreclosed
 real estate, net              |  |                         | 331   |      |   | 97    |   |                  | 45    |      |   |     |   |   |     |  
|                                          |  |                         |       |      |   |       |   |                  |       |      |   |      |   |   |      |  
|Total
 non-performing assets              |  | $                       | 1,604 |      | $ | 1,100 |   | $                | 1,149 |      | $ | 947  |   | $ | 829  |  
|                                          |  |                         |       |      |   |       |   |                  |       |      |   |      |   |   |      |  
|Non-performing
 loans to total loans      |  |                         | 0.42  | %    |   | 0.35  | % |                  | 0.42  | %    |   | 0.37 | % |   | 0.36 | %
|Non-performing
 assets to total assets    |  |                         | 0.47  | %    |   | 0.35  | % |                  | 0.38  | %    |   | 0.31 | % |   | 0.31 | %

With
the exception of first mortgage loans insured or guaranteed by the FHA or VA or
for which the borrower has obtained private mortgage insurance, Rome Savings
stops accruing income on loans when interest or principal payments are 90 days
in arrears or earlier when the timely collectibility of such interest or
principal is doubtful. Rome Savings designates loans on which it stops accruing
income as non-accrual loans and it reverses outstanding interest that it
previously credited. Rome Savings may recognize income in the period that it
collects such income, when the ultimate collectibility of principal is no
longer in doubt. Rome Savings returns a non-accrual loan to accrual status when
factors indicating doubtful collection no longer exist. Rome Savings defines
non-performing loans as both non-accruing and accruing loans for which payments
are 90 days or more past due.

We
define the population for evaluation of impaired loans to be all non-accrual
commercial real estate and commercial loans greater than $250,000. Impaired
loans are individually assessed to determine whether a loans carrying value is
not in excess of the fair value of the collateral or the present value of the
loans cash flows. Smaller balance homogeneous loans that are collectively
evaluated for impairment, such as residential mortgage loans and consumer
loans, are specifically excluded from the impaired loan portfolio. The
Companys recorded investment in loans that are considered impaired totaled
$710,000 and $180,000 at December 31, 2008 and 2007, respectively. If all
non-accrual loans had been current in accordance with their terms during the
year ended December 31, 2008, 2007 and 2006, interest income on such loans
would have amounted to $85,800, $78,000 and $75,800, respectively. At December
31, 2008, Rome Savings had no loans which were considered to be a troubled
debt restructuring as defined in SFAS No. 15.

14

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Allowance
for Loan Losses. The following table sets forth
activity in Rome Savings allowance for loan losses and other ratios at or for
the dates indicated.

|                                                                         |  |                         |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|------------------------------------------------------------------------ |  | ----------------------- | ------ | ---- | - | ------ | - | ---- | ------ | ---- | - | ------ | - | - | ------ | -
|                                                                         |  | At
 December 31,        |       
|                                                                         |  |                         |       
|                                                                         |  | 2008                    |        | 2007 |   | 2006   |   | 2005 |        | 2004 |  
|                                                                         |  |                         |        |      |   |        |   |      |        |      |  
|                                                                         |  | (Dollars
 in thousands) |       
|Balance at
 beginning of year                                            |  | $                       | 1,910  |      | $ | 1,965  |   | $    | 1,960  |      | $ | 2,000  |   | $ | 1,809  |  
|Provision
 for loan losses                                               |  |                         | 300    |      |   | 50     |   |      | 147    |      |   | 115    |   |   | 390    |  
|Charge-offs:                                                             |  |                         |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Mortgage loans                                                           |  |                         | 15     |      |   |       |   |      | 19     |      |   | 18     |   |   | 47     |  
|Commercial loans                                                         |  |                         | 215    |      |   | 78     |   |      | 50     |      |   | 174    |   |   | 31     |  
|Consumer loans                                                           |  |                         | 118    |      |   | 155    |   |      | 303    |      |   | 495    |   |   | 306    |  
|                                                                         |  |                         |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Total                                                                    |  |                         | 348    |      |   | 233    |   |      | 372    |      |   | 687    |   |   | 384    |  
|Recoveries                                                               |  |                         |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Mortgage loans                                                           |  |                         | 2      |      |   | 1      |   |      | 10     |      |   | 4      |   |   | 12     |  
|Commercial loans                                                         |  |                         | 1      |      |   | 21     |   |      | 79     |      |   | 419    |   |   | 36     |  
|Consumer loans                                                           |  |                         | 71     |      |   | 106    |   |      | 141    |      |   | 109    |   |   | 137    |  
|                                                                         |  |                         |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Total                                                                    |  |                         | 74     |      |   | 128    |   |      | 230    |      |   | 532    |   |   | 185    |  
|                                                                         |  |                         |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Net
 charge-offs                                                         |  |                         | 274    |      |   | 105    |   |      | 142    |      |   | 155    |   |   | 199    |  
|                                                                         |  |                         |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Balance at
 end of year                                                  |  | $                       | 1,936  |      | $ | 1,910  |   | $    | 1,965  |      | $ | 1,960  |   | $ | 2,000  |  
|                                                                         |  |                         |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Ratio of net charge-offs to average loans
 outstanding during the period |  |                         | 0.09   | %    |   | 0.04   | % |      | 0.06   | %    |   | 0.06   | % |   | 0.09   | %
|Allowance for loan losses as a percent of
 loans                         |  |                         | 0.64   | %    |   | 0.68   | % |      | 0.74   | %    |   | 0.77   | % |   | 0.86   | %
|Allowance for loan losses as a percent of
 non-performing loans          |  |                         | 152.08 | %    |   | 190.40 | % |      | 177.99 | %    |   | 207.00 | % |   | 241.25 | %

The
allowance for loan losses is a valuation account that reflects our evaluation
of the losses inherent in our loan portfolio. We maintain the allowance through
provisions for loan losses that we charge to income. We charge losses on loans
against the allowance for loan losses when we believe the collection of loan
principal is unlikely.

Our
evaluation of risk in maintaining the allowance for loan losses includes the
review of all loans on which the collectibility of principal may not be
reasonably assured. We consider the following factors as part of this
evaluation: our historical loan loss experience, known and inherent risks in
the loan portfolio, the estimated value of the underlying collateral and
current economic and market trends. There may be other factors that may warrant
our consideration in maintaining an allowance at a level sufficient to provide
for probable losses. Although we believe that we have established and
maintained the allowance for loan losses at adequate levels, future additions
may be necessary if economic and other conditions in the future differ
substantially from the current operating environment.

In
addition, various regulatory agencies, as an integral part of their examination
process, periodically review our loan and foreclosed real estate portfolios and
the related allowance for loan losses and valuation allowance for foreclosed
real estate. These agencies, including the OTS, may require us to increase the
allowance for loan losses or the valuation allowance for foreclosed real estate
based on their judgments of information available to them at the time of their
examination, thereby adversely affecting our results of operations.

For
the year ended December 31, 2008, we increased our allowance for loan losses
through a $300,000 provision for loan losses based on our evaluation of the
items discussed above. We believe that the allowance for loan losses accurately
reflects the level of risk in the loan portfolio. In addition to the
non-performing loans, management has identified, through normal internal credit
review procedures, $2.6 million in potential problem loans at December

15

---



31, 2008. Payments are current
on $2.0 million or 79.06% of these loans. These problem loans are defined as
loans not included as non-performing loans, but about which management has
developed information regarding possible credit problems, which may cause the
borrowers future difficulties in complying with loan repayments. Rome Savings
will continue to be aggressive in identifying, monitoring and resolving
potential problem loans. See Managements Discussion and Analysis - Comparison
of Results of Operations for the Years Ended December 31, 2008, 2007 and 2006 -
Provision for Loan Losses incorporated into this document by reference to the
Annual Report attached hereto as Exhibit 13.1.

16

---



The
following table presents our allocation of the allowance for loan losses by
loan category and the percentage of loans in each category to total loans at
the periods indicated.

|                                |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |       |  |  |        |   |   |       |  |  |        |  
|------------------------------- |  | ----------------------- | ----- | ----------------------------------------- |  | ------ | - | ----------------------------------------- | ----- | ------ |  | ----------------------------------------- | - | ------ | ----- | ----------------------------------------- |  | ------ | - | ---------------------------------------- | ----- |  |  | ------ | - | - | ----- |  |  | ------ | -
|                                |  | At
 December 31,        |      
|                                |  |                         |      
|                                |  | 2008                    |       | 2007                                      |  | 2006   |   | 2005                                      |       | 2004   | 
|                                |  |                         |       |                                           |  |        |   |                                           |       |        | 
|                                |  | Amount                  |       | Loans in
 Each 
 Category to
 Total Loans |  | Amount |   | Loans in
 Each 
 Category to
 Total Loans |       | Amount |  | Loans in
 Each 
 Category to
 Total Loans |   | Amount |       | Loans in
 Each 
 Category to
 Total Loans |  | Amount |   | Loans in
 Each
 Category to
 Total Loans |      
|                                |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |      
|                                |  | (Dollars
 in thousands) |      
|Mortgage loans:                 |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |       |  |  |        |   |   |       |  |  |        |  
|One to four-family              |  | $                       | 132   |                                           |  | 56.65  | % | $                                         | 141   |        |  | 52.91                                     | % | $      | 117   |                                           |  | 51.06  | % | $                                        | 129   |  |  | 49.79  | % | $ | 236   |  |  | 48.93  | %
|Commercial real estate          |  |                         | 746   |                                           |  | 16.39  |   |                                           | 618   |        |  | 17.60                                     |   |        | 721   |                                           |  | 20.60  |   |                                          | 664   |  |  | 20.78  |   |   | 828   |  |  | 21.16  |  
|Construction & land             |  |                         | 0     |                                           |  | 1.95   |   |                                           | 0     |        |  | 1.86                                      |   |        | 0     |                                           |  | 0.97   |   |                                          | 0     |  |  | 1.31   |   |   | 0     |  |  | 2.34   |  
|                                |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |       |  |  |        |   |   |       |  |  |        |  
|Total mortgage loans            |  |                         | 878   |                                           |  | 74.99  |   |                                           | 759   |        |  | 72.37                                     |   |        | 838   |                                           |  | 72.63  |   |                                          | 793   |  |  | 71.88  |   |   | 1,064 |  |  | 72.43  |  
|                                |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |       |  |  |        |   |   |       |  |  |        |  
|Commercial loans                |  |                         | 575   |                                           |  | 9.48   |   |                                           | 689   |        |  | 10.29                                     |   |        | 667   |                                           |  | 9.14   |   |                                          | 712   |  |  | 9.39   |   |   | 592   |  |  | 9.22   |  
|                                |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |       |  |  |        |   |   |       |  |  |        |  
|Consumer loans                  |  |                         | 483   |                                           |  | 15.53  |   |                                           | 462   |        |  | 17.34                                     |   |        | 460   |                                           |  | 18.23  |   |                                          | 455   |  |  | 18.73  |   |   | 344   |  |  | 18.35  |  
|                                |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |       |  |  |        |   |   |       |  |  |        |  
|                                |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |       |  |  |        |   |   |       |  |  |        |  
|Total allowance for loan losses |  | $                       | 1,936 |                                           |  | 100.00 | % | $                                         | 1,910 |        |  | 100.00                                    | % | $      | 1,965 |                                           |  | 100.00 | % | $                                        | 1,960 |  |  | 100.00 | % | $ | 2,000 |  |  | 100.00 | %
|                                |  |                         |       |                                           |  |        |   |                                           |       |        |  |                                           |   |        |       |                                           |  |        |   |                                          |       |  |  |        |   |   |       |  |  |        |  

17

---



Investment Activities

General.
The Board of Directors reviews and approves our investment policy on an annual
basis. The Board of Directors has delegated primary responsibility for ensuring
that the guidelines in the investment policy are followed to the Executive Vice
President/Chief Financial Officer. The Executive Vice President/Chief Financial
Officer reports to the Asset Liability Committee (ALCO) and to the Executive
Committee monthly.

Our
investment policy is designed primarily to manage the interest rate sensitivity
of our assets and liabilities, to generate a favorable return without incurring
undue interest rate and credit risk, to complement our lending activities and
to provide and maintain liquidity within established guidelines. In
establishing our investment strategies, we consider our interest rate
sensitivity, the types of securities to be held, liquidity and other factors.
Federal chartered savings banks have authority to invest in various types of
assets, including U.S. Government obligations, securities of various federal
agencies, obligations of states and municipalities, mortgage-backed securities,
certain time deposits of insured banks and savings institutions, certain bankers
acceptances, repurchase agreements, loans of federal funds, and, subject to
certain limits, corporate debt and commercial paper.

Rome
Savings classifies securities as held to maturity or available for sale at the
date of purchase. Held to maturity securities are reported at cost, adjusted
for amortization of premium and accretion of discount. Available for sale
securities are reported at fair market value. Rome Savings classifies U.S.
Government securities and U.S. Government agency securities, as available for
sale. These securities predominately have maturities of less than five years
although Rome Savings also invests in adjustable rate U.S. Government agency
securities with maturities up to 15 years. Rome Savings mortgage-backed securities,
all of which are directly or indirectly insured or guaranteed by the Federal
Home Loan Mortgage Corporation (FHLMC), Government National Mortgage
Association (GNMA) or Federal National Mortgage Association (FNMA), consist
of both 30-year securities and seven-year balloon securities. The latter are so
named because they mature (i.e., balloon) prior to completing their
normal 30-year amortization. The 30-year mortgage-backed securities are
classified as held to maturity while the seven-year balloon securities are
classified as available for sale.

Rome
Savings also invests in privately insured state and municipal obligations with
a maturity of fifteen years or less rated AAA by Moodys, Standard & Poors,
or Fitch. Rome Savings invests in these securities because of their favorable
after tax yields in comparison to U.S. Government and U.S. Government Agency
securities of comparable maturity. These securities are classified as available
for sale. Rome Savings purchases A and AA rated corporate bonds, principally of
financial institutions, as means of increasing yields on available for sale
investments while minimizing risk. In the past three years, spreads to the
comparable three to five year government agency securities, which Rome Savings
had typically purchased, has been 15 - 97 basis points favoring these corporate
bonds. Finally, Rome Savings and Rome Bancorp have investments in Federal Home
Loan Bank (FHLB) stock and other equity securities, which are classified as
available for sale.

18

---



The
following table presents the composition of our securities portfolios in dollar
amount and in percentage of each investment type at the dates indicated. It
also presents the coupon type for the mortgage-backed securities portfolio.

|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|---------------------------------------- |  | ----------------------- | ----- | ----------- | - | --------------- |  | ----------- | ----- | --------------- | - | ----------- |  | - | ----- |  | - | ----- | 
|                                         |  | At
 December 31,        |      
|                                         |  |                         |      
|                                         |  | 2008                    |       | 2007        |   | 2006            | 
|                                         |  |                         |       |             |   |                 | 
|                                         |  | Amortized
 Cost         |       | Fair
 Value |   | Amortized
 Cost |  | Fair
 Value |       | Amortized
 Cost |   | Fair
 Value | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             | 
|                                         |  | (Dollars
 in thousands) |      
|Held to Maturity:                        |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|Mortgage-backed securities               |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|                                        
|GNMA                                     |  | $                       | 7     |             | $ | 7               |  | $           | 14    |                 | $ | 15          |  | $ | 28    |  | $ | 29    | 
|FHLMC                                    |  |                         |      |             |   |                |  |             | 1     |                 |   | 1           |  |   | 2     |  |   | 2     | 
|U.S. Government securities               |  |                         | 1,322 |             |   | 1,436           |  |             | 1,001 |                 |   | 1,048       |  |   | 1,001 |  |   | 997   | 
|Other bonds                              |  |                         | 118   |             |   | 118             |  |             | 131   |                 |   | 131         |  |   | 147   |  |   | 147   | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|Total held to maturity                   |  |                         | 1,447 |             |   | 1,561           |  |             | 1,147 |                 |   | 1,195       |  |   | 1,178 |  |   | 1,175 | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|Available for sale:                      |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|U.S. Government agencies                 |  |                         |      |             |   |                |  |             |      |                 |   |            |  |   | 383   |  |   | 397   | 
|State and Municipal obligations          |  |                         | 2,620 |             |   | 2,663           |  |             | 1,255 |                 |   | 1,284       |  |   | 2,335 |  |   | 2,377 | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|Mortgage-backed securities               |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|FHLMC                                    |  |                         | 24    |             |   | 24              |  |             | 259   |                 |   | 261         |  |   | 336   |  |   | 339   | 
|FNMA                                     |  |                         | 4     |             |   | 4               |  |             | 45    |                 |   | 45          |  |   | 58    |  |   | 58    | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|Total available for sale debt securities |  |                         | 2,648 |             |   | 2,691           |  |             | 1,559 |                 |   | 1,590       |  |   | 3,112 |  |   | 3,171 | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|Equity securities                        |  |                         | 872   |             |   | 872             |  |             | 1,137 |                 |   | 1,084       |  |   | 1,137 |  |   | 1,148 | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|Total available for sale                 |  |                         | 3,520 |             |   | 3,563           |  |             | 2,696 |                 |   | 2,674       |  |   | 4,249 |  |   | 4,319 | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|FHLB stock                               |  |                         | 3,578 |             |   | 3,578           |  |             | 2,344 |                 |   | 2,344       |  |   | 1,344 |  |   | 1,344 | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 
|Total investment securities              |  | $                       | 8,545 |             | $ | 8,702           |  | $           | 6,187 |                 | $ | 6,213       |  | $ | 6,771 |  | $ | 6,838 | 
|                                         |  |                         |       |             |   |                 |  |             |       |                 |   |             |  |   |       |  |   |       | 

19

---



Carrying
Values, Yields and Maturities. The following table sets forth the
scheduled maturities, book value, market value and weighted average yields for
Rome Savings debt securities at December 31, 2008.

|                                    |  |                         |     |                                           |  |                                            |   |                          |       |                 |  |                          |   |                 |       |                          |  |                 |   |                          |     |  |  |      |   |   |       |  |  |       |  
|----------------------------------- |  | ----------------------- | --- | ----------------------------------------- |  | ------------------------------------------ | - | ------------------------ | ----- | --------------- |  | ------------------------ | - | --------------- | ----- | ------------------------ |  | --------------- | - | ------------------------ | --- |  |  | ---- | - | - | ----- |  |  | ----- | -
|                                    |  | One Year
 or Less       |     | More Than
 One Year
 less than Five Years |  | More Than
 Five Years
 less than Ten Years |   | More Than
 Ten Years     |       | Total           | 
|                                    |  |                         |     |                                           |  |                                            |   |                          |       |                 | 
|                                    |  | Carrying
 Value         |     | Weighted
 Average
 Yield                  |  | Carrying
 Value                            |   | Weighted
 Average
 Yield |       | Carrying
 Value |  | Weighted
 Average
 Yield |   | Carrying
 Value |       | Weighted
 Average
 Yield |  | Carrying
 Value |   | Weighted
 Average
 Yield |    
|                                    |  |                         |     |                                           |  |                                            |   |                          |       |                 |  |                          |   |                 |       |                          |  |                 |   |                          |    
|                                    |  | (Dollars
 in thousands) |    
|Available
 for sale securities:     |  |                         |     |                                           |  |                                            |   |                          |       |                 |  |                          |   |                 |       |                          |  |                 |   |                          |     |  |  |      |   |   |       |  |  |       |  
|State and municipal obligations (1) |  | $                       | 331 |                                           |  | 6.87                                       | % | $                        | 995   |                 |  | 5.55                     | % | $               | 1,317 |                          |  | 6.16            | % | $                        | 20  |  |  | 6.20 | % | $ | 2,663 |  |  | 6.02  | %
|Mortgage-backed securities          |  |                         | 28  |                                           |  | 6.50                                       | % |                          |      |                 |  |                         |   |                 |      |                          |  |                |   |                          |    |  |  |     |   |   | 28    |  |  | 6.50  | %
|                                    |  |                         |     |                                           |  |                                            |   |                          |       |                 |  |                          |   |                 |       |                          |  |                 |   |                          |     |  |  |      |   |   |       |  |  |       |  
|Held to
 maturity securities:       |  |                         |     |                                           |  |                                            |   |                          |       |                 |  |                          |   |                 |       |                          |  |                 |   |                          |     |  |  |      |   |   |       |  |  |       |  
|U.S. Government securities          |  |                         |    |                                           |  |                                           |   |                          | 1,322 |                 |  | 4.02                     | % |                 |      |                          |  |                |   |                          |    |  |  |     |   |   | 1,322 |  |  | 4.02  | %
|Mortgage-backed securities          |  |                         | 1   |                                           |  | 9.81                                       | % |                          | 6     |                 |  | 12.54                    | % |                 |      |                          |  |                |   |                          |    |  |  |     |   |   | 7     |  |  | 11.97 | %
|Other                               |  |                         |    |                                           |  |                                           |   |                          |      |                 |  |                         |   |                 |      |                          |  |                |   | $                        | 118 |  |  | 5.62 | % |   | 118   |  |  | 5.62  | %
|                                    |  |                         |     |                                           |  |                                            |   |                          |       |                 |  |                          |   |                 |       |                          |  |                 |   |                          |     |  |  |      |   |   |       |  |  |       |  
|                                    |  |                         |     |                                           |  |                                            |   |                          |       |                 |  |                          |   |                 |       |                          |  |                 |   |                          |     |  |  |      |   |   |       |  |  |       |  
|Total debt
 securities              |  | $                       | 360 |                                           |  | 6.86                                       | % | $                        | 2,323 |                 |  | 4.69                     | % | $               | 1,317 |                          |  | 6.16            | % | $                        | 138 |  |  | 5.70 | % | $ | 4,138 |  |  | 5.38  | %
|                                    |  |                         |     |                                           |  |                                            |   |                          |       |                 |  |                          |   |                 |       |                          |  |                 |   |                          |     |  |  |      |   |   |       |  |  |       |  

|    |                                                 
|--- | ------------------------------------------------
|   
|(1) | Yields are
 presented on a tax-equivalent basis.

20

---



Deposit Activity and
Other Sources of Funds

General.
Deposits, borrowings, scheduled amortization and prepayments of loan principal,
maturities and calls of investments securities and funds provided by operations
are our primary sources of funds for use in lending, investing and for other
general purposes. See Managements Discussion and Analysis  Liquidity and
Capital Resources incorporated into this document by reference to the Annual
Report attached as Exhibit 13.1.

Deposits.
We offer a variety of deposit accounts having a range of interest rates and
terms. We currently offer regular savings deposits (consisting of passbook and
statement savings accounts), interest-bearing demand accounts, non-interest-bearing
demand accounts, money market accounts and time deposits.

Deposit
flows are influenced significantly by general and local economic conditions,
changes in prevailing interest rates, pricing of deposits and competition. Our
deposits are primarily obtained from areas surrounding our offices and we rely
primarily on paying competitive rates, service and long-standing relationships
with customers to attract and retain these deposits. We do not use brokers to
obtain deposits.

When
we determine our deposit rates, we consider local competition, U.S. Treasury
securities offerings and the rates charged on other sources of funds. Core
deposits (defined as savings deposits, money market accounts and demand
accounts) represented 65.0% and 63.9% of total deposits on December 31, 2008
and 2007, respectively. At December 31, 2008 and 2007, time deposits with
remaining terms to maturity of less than one year amounted to $54.4 million and
$46.4 million, respectively. See Managements Discussion and Analysis -
Analysis of Net Interest Income for information relating to the average
balances and costs of our deposit accounts for the years ended December 31,
2008, 2007 and 2006.

At
December 31, 2008, we had $16.0 million in time deposits with balances of
$100,000 or more maturing as follows:

|                                      |  |                 |        | 
|------------------------------------- |  | --------------- | ------ | 
|Maturity
 Period                      |  | Amount          |       
|                                      |  |                 |       
|                                      |  | (In
 thousands) |       
|Three months
 or less                 |  | $               | 2,913  | 
|Over three
 months through six months |  |                 | 4,449  | 
|Over six
 months through 12 months    |  |                 | 5,270  | 
|Over 12
 months                       |  |                 | 3,399  | 
|                                      |  |                 |        | 
|Total                                 |  | $               | 16,031 | 
|                                      |  |                 |        | 

Borrowings.
At December 31, 2008, we had outstanding borrowings of $66.3 million which were
used to fund loan growth, purchase treasury stock and finance other
investments. In the future, we expect to continue to utilize borrowings as a
funding source and may borrow funds pursuant to repurchase agreements, whereby
we sell an asset with an agreement to repurchase it at some future date. We are
a member of the Federal Home Loan Bank of New York and have available a line of
credit of $58.9 million, of which $35.2 million remained available at December
31, 2008.

Subsidiary Activities

Rome
Savings has four subsidiaries: 100 On the Mall Corporation, Clocktower
Insurance Agency Incorporated, RSB Properties, Inc. and RSB Capital Inc. 100 On
the Mall acts as a manager, and developer of real estate. Its only activity is
ownership of Rome Savings main office building and premises. Clocktower
Insurance owns real estate for future expansion, which is currently being
leased to a Dunkin Donuts franchise adjacent to one of our branch offices. RSB
Properties, Inc. is a real estate investment trust. RSB Capital, Inc. is
currently inactive.

21

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Employees

At
December 31, 2008, Rome Savings had 97 full-time employees and 7 part-time
employees. Rome Savings employees are not represented by a collective
bargaining agreement, and Rome Savings considers its relationship with its
employees to be good.

REGULATION
AND SUPERVISION.

General

Rome Bancorp is regulated as a savings and
loan holding company by the Office of Thrift Supervision (the OTS). Rome
Savings, as a federally-chartered savings bank, is subject to regulation,
examination and supervision by the OTS, as its primary regulator, and the
Federal Deposit Insurance Corporation (the FDIC), as its deposit insurer.
Rome Savings must file reports with the OTS concerning its activities and
financial condition. Rome Bancorp is also required to file reports with, and
otherwise comply with, the rules and regulations of the OTS and of the SEC
under the federal securities laws.

The OTS and the FDIC have significant
discretion in connection with their supervisory and enforcement activities and
examination policies or any other policies, including policies with respect to
the Banks capital levels, classification of assets and establishment of
adequate loan loss reserves for regulatory purposes. Any change in such
policies, whether by the OTS, the FDIC, the SEC or the Congress, could have a
material adverse impact on Rome Bancorp, Rome Savings, and their operations and
stockholders.

Regulation of Federal Savings
Associations

Business Activities. Rome Savings derives its
lending and investment powers from the Home
Owners Loan Act, as amended (the HOLA), and OTS regulations. Under these
laws and regulations, Rome Savings may invest in mortgage loans secured by
residential and commercial real estate, commercial and consumer loans, certain
types of debt securities, and certain other assets. Rome Savings may also
establish service corporations that may engage in activities not otherwise
permissible for Rome Savings, including certain real estate equity investments
and securities and brokerage activities. Rome Savings authority to make
certain types of loans or other investments is limited by federal law and
regulation.

Loans to One Borrower. Rome Savings is generally
subject to the same limits on loans to one
borrower as a national bank. With specified exceptions, Rome Savings total
loans or extensions of credit to a single borrower cannot exceed 15% of Rome
Savings unimpaired capital and surplus which does not include accumulated
other comprehensive income. Rome Savings may lend additional amounts up to 10%
of its unimpaired capital and surplus which does not include accumulated other
comprehensive income, if the loans or extensions of credit are fully-secured by
readily-marketable collateral. Rome Savings currently complies with applicable
loans-to-one borrower limitations.

QTL Test.
Under federal law, Rome Savings must comply with the qualified thrift lender,
or QTL test. Under the QTL test, Rome Savings is required to maintain at
least 65% of its portfolio assets in certain qualified thrift investments
in at least nine months of the most recent 12-month period. Portfolio assets
means, in general, Rome Savings total assets less the sum of:

| |   |                                                               
| | - | --------------------------------------------------------------
| |  | specified liquid assets up
 to 20% of total assets;           
| |   |                                                               
| |  | goodwill and other
 intangible assets; and                    
| |   |                                                               
| |  | the value of property used
 to conduct Rome Savings business.

Rome
Savings may also satisfy the QTL test by qualifying as a domestic building and
loan association as defined in the Internal Revenue Code of 1986. Rome Savings
met the QTL test at December 31, 2008, and in

22

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each of the
prior 12 months, and therefore is a qualified thrift lender. If Rome Savings
fails the QTL test, and is unable to correct that failure for a period of time,
it must either operate under certain restrictions on its activities or convert
to a bank charter.

Capital
Requirements. OTS regulations require savings
associations to meet three minimum capital standards:

| |     |                                                                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | a tangible
 capital ratio requirement of 1.5% of total assets as adjusted under the OTS
 regulations;                                                                                                                                          
| |     |                                                                                                                                                                                                                                                
| | (2) | a leverage
 ratio requirement of 3.0% of core capital to such adjusted total assets, if a
 savings association has been assigned the highest composite rating of 1 under
 the Uniform Financial Institutions Rating System; and                
| |     |                                                                                                                                                                                                                                                
| | (3) | a risk-based
 capital ratio requirement of 8.0% of core and supplementary capital to total
 risk-based assets, provided that the amount of supplementary capital used to
 satisfy this requirement shall not exceed the amount of core capital.

The
minimum leverage capital ratio for any other depository institution that does
not have a composite rating of 1 will be 4%, unless a higher leverage capital
ratio is warranted by the particular circumstances or risk profile of the
depository institution. In determining the amount of risk-weighted assets for
purposes of the risk-based capital requirement, a savings association must
compute its risk-based assets by multiplying its assets and certain off-balance
sheet items by risk-weights, which range from 0% for cash and obligations
issued by the United States Government or its agencies and certain other assets
to 100% for consumer, commercial, home equity and construction loans and
certain other assets, as assigned by the OTS capital regulations based on the
risks found by the OTS to be inherent in the type of asset.

Tangible
capital is defined, generally, as common stockholders equity (including
retained earnings), certain noncumulative perpetual preferred stock and related
earnings, minority interests in equity accounts of fully consolidated
subsidiaries, less intangible assets (other than certain servicing rights and
nonsecurity financial instruments) and investments in and loans to subsidiaries
engaged in activities not permissible for a national bank. Core capital (or
tier 1 capital) is defined similarly to tangible capital, but core capital also
includes certain qualifying supervisory goodwill and certain purchased credit
card relationships. Supplementary capital (or tier 2 capital) includes
cumulative and other preferred stock, mandatory convertible debt securities,
subordinated debt and intermediate preferred stock and the allowance for loan
and lease losses. In addition, up to 45% of unrealized gains on
available-for-sale equity securities with a readily determinable fair value may
be included in supplementary capital. The allowance for loan and lease losses
includable in tier 2 capital is limited to a maximum of 1.25% of risk-weighted
assets.

At
December 31, 2008, Rome Savings met and exceeded each of its capital requirements.
The table below presents Rome Savings regulatory capital as compared to the
OTS regulatory capital requirements at December 31, 2008:

|                    |  |          |  |                      |  |                |  |  |  | 
|------------------- |  | -------- |  | -------------------- |  | -------------- |  |  |  | 
|                    |  | Bank     |  | Capital Requirements |  | Excess Capital | 
|                    |  |          |  |                      |  |                | 
|                    |  |          |  | (In thousands)       |  |                | 
|                    |  |          |  |                      |  |                | 
|Tangible
 capital   |  | $ 58,229 |  | $ 10,186             |  | $ 48,043       | 
|Core capital        |  | $ 58,229 |  | $ 10,186             |  | $ 48,043       | 
|Risk-based
 capital |  | $ 59,845 |  | $ 19,579             |  | $ 40,266       | 

Community
Reinvestment Act. Under the Community Reinvestment Act
(CRA), as implemented by OTS regulations, Rome Savings has a continuing and
affirmative obligation consistent with its safe and sound operation to help
meet the credit needs of its entire community, including low and moderate
income neighborhoods. The CRA does not establish specific lending requirements
or programs for Rome Savings nor does it limit Rome Savings discretion to
develop the types of products and services that it believes are best suited

23

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to its
particular community, consistent with the CRA. Rather, the CRA requires the
OTS, in connection with its examination of a savings association, to assess the
associations record of meeting the credit needs of its community and to take
such record into account in its evaluation of certain applications by such
association. The CRA also requires all institutions to make public disclosure
of their CRA ratings. Rome Savings received a Satisfactory CRA rating in its
most recent examination.

The
CRA regulations rate an institution on its actual performance in meeting
community needs. In particular, the assessment system focuses on three tests:

| |   |                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a lending
 test, to evaluate the institutions record of making loans in its assessment
 areas;                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                           
| |  | an
 investment test, to evaluate the institutions record of investing in
 community development projects, affordable housing, and programs benefiting
 low or moderate income individuals and businesses in its assessment area or a
 broader area that includes its assessment area; and
| |   |                                                                                                                                                                                                                                                                                           
| |  | a service
 test, to evaluate the institutions delivery of services through its retail
 banking channels and the extent and innovativeness of its community
 development services.                                                                                                        

Transactions
with Affiliates. Rome Savings authority to engage in
transactions with its affiliates is limited by the Sections 23A and 23B of
the Federal Reserve Act (the FRA) and the Federal Reserve Boards Regulation
W, as made applicable to federal savings associations by the HOLA and the OTS
regulations. In general, these transactions must be on terms which are as
favorable to Rome Savings as comparable transactions with non-affiliates. In
addition, certain types of these transactions referred to as covered
transaction are subject to quantitative limits based on a percentage of Rome
Savings capital, thereby restricting the total dollar amount of transactions
Rome Savings may engage in with each individual affiliate and with all
affiliates in the aggregate. Affiliates must pledge qualifying collateral in
amounts between 100% and 130% of the covered transaction in order to receive
loans from Rome Savings. In addition, applicable regulations prohibit a savings
association from lending to any of its affiliates that engage in activities
that are not permissible for bank holding companies and from purchasing
low-quality (i.e., non-performing) assets from an affiliate or purchasing the
securities of any affiliate, other than a subsidiary.

Loans
to Insiders. Rome Savings authority to extend credit
to its directors, executive officers and principal shareholders, as well as to entities
controlled by such persons, is currently governed by the requirements of
Sections 22(g) and 22(h) of the FRA and Regulation O of the Federal Reserve
Board, as made applicable to federal savings associations by the HOLA and the
OTS regulations. Among other things, these provisions require that extensions
of credit to insiders:

| |   |                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | be made on
 terms that are substantially the same as, and follow credit underwriting
 procedures that are not less stringent than, those prevailing for comparable
 transactions with third parties and that do not involve more that the normal
 risk of repayment or present other features that are unfavorable to Rome
 Savings; and
| |   |                                                                                                                                                                                                                                                                                                                                         
| |  | not exceed
 certain limitations on the amount of credit extended to such persons,
 individually and in the aggregate, which limits are based, in part, on the
 amount of Rome Savings capital.                                                                                                                                         

In
addition, extensions for credit in excess of certain limits must be approved by
Rome Savings Board of Directors.

Enforcement.
The OTS has primary enforcement responsibility over savings associations,
including Rome Savings. This enforcement authority includes, among other
things, the ability to assess civil money penalties, to issue cease and desist
orders and to remove directors and officers. In general, these enforcement
actions may be initiated in response to violations of laws and regulations and
to unsafe or unsound practices.

Standards
for Safety and Soundness. Pursuant to the Federal
Deposit Insurance Act, the OTS has

24

---



adopted a set
of guidelines prescribing safety and soundness standards. These guidelines
establish general standards relating to internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
risk exposure, asset growth, asset quality, earnings standards, compensation,
fees and benefits. In general, the guidelines require appropriate systems and
practices to identify and manage the risks and exposures specified in the
guidelines.

In
addition, the OTS adopted regulations that authorize, but do not require, the
OTS to order a savings association that has been given notice that it is not
satisfying these safety and soundness standards to submit a compliance plan.
If, after being notified, a savings association fails to submit an acceptable
plan or fails in any material respect to implement an accepted plan, the OTS
must issue an order directing action to correct the deficiency. Further, the
OTS may issue an order directing corrective actions and may issue an order
directing other actions of the types to which an undercapitalized association
is subject under the prompt corrective action provisions of federal law. If a
savings association fails to comply with such an order, the OTS may seek to enforce
such order in judicial proceedings and to impose civil money penalties.

Limitation
on Capital Distributions. The OTS imposes various
restrictions or requirements on Rome Savings ability to make capital
distributions, including the payment of cash dividends. A savings association
that is the subsidiary of a savings and loan holding company must file a notice
with the OTS at least 30 days before making a capital distribution. Rome
Savings must file an application for prior approval if the total amount of its
capital distributions, including the proposed distribution, for the applicable
calendar year would exceed an amount equal to Rome Savings net income for that
year plus Rome Savings retained net income for the previous two years.

The
OTS may disapprove a notice or application if:

| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | Rome Savings
 would be undercapitalized following the distribution;                                      
| |   |                                                                                                          
| |  | the proposed
 capital distribution raises safety and soundness concerns; or                              
| |   |                                                                                                          
| |  | the capital
 distribution would violate a prohibition contained in any statute, regulation
 or agreement.

Liquidity.
Rome Savings is required to maintain a sufficient amount of liquid assets to
ensure its safe and sound operation.

Prompt
Corrective Action Regulations. Under the OTS prompt
corrective action regulations, the OTS is required to take certain, and is
authorized to take other, supervisory actions against undercapitalized savings
associations. For this purpose, a savings association is placed in one of the
following four categories based on the associations capital:

| |   |                              
| | - | -----------------------------
| |  | well
 capitalized;           
| |   |                              
| |  | adequately
 capitalized;     
| |   |                              
| |  | undercapitalized;
 or        
| |   |                              
| |  | critically
 undercapitalized.

At
December 31, 2008, Rome Savings met the criteria for being considered
well-capitalized. When appropriate, the OTS can require corrective action by
a savings association holding company under the prompt corrective action
provision of federal law.

Insurance
of Deposit Accounts. Rome Savings is a member of the
Deposit Insurance Fund (DIF) maintained by the FDIC, and Rome Savings pays
its deposit insurance assessments to the DIF. The DIF was

25

---



formed on
March 31, 2006, following the merger of the Bank Insurance Fund and the Savings
Association Insurance Fund in accordance with the Federal Deposit Insurance
Reform Act of 2005 (DIF Act). In addition to merging the insurance funds, the
DIF Act established a statutory minimum and maximum designated reserve ratio
for the Deposit Insurance Fund and granted the FDIC greater flexibility in
establishing the required reserve ratio. In its regulations implementing the
DIF Act, the FDIC had previously set the annual designated reserve ratio for
the Deposit Insurance Fund at 1.25%. However, as a result of the recent failures
of a number of banks and thrifts, there has been a significant increase in the
loss provisions of the DIF of the FDIC. This increase has resulted in a decline
in the DIF reserve ratio. Because the DIF reserve ratio declined, and for the
foreseeable future is expected to remain, below 1.15%, the FDIC established a
restoration plan to restore the DIF reserve ration to 1.15% within five years.

In
order to maintain the DIF, member institutions are assessed an insurance
premium. The amount of each institutions premium is currently based on the
balance of insured deposits and the degree of risk the institution poses to the
DIF. Under the assessment system, the FDIC assigns an institution to one of
nine risk categories using a two-step process based first on capital ratios
(the capital group assignment) and then on other relevant information (the
supervisory subgroup assignment). Each risk category is assigned an assessment
rate. In an effort to restore the DIF reserve ratio, the FDIC adopted a final
rule increasing risk-based assessment rates uniformly by 7 basis points
(annualized). Thus, assessment rates for the first quarter assessment period of
2009 range from 0.12% of deposits for an institution in the highest category
(i.e., well-capitalized and financially sound, with no more than a few minor
weaknesses) to 0.50% of deposits for an institution in the lowest category
(i.e., undercapitalized and substantial supervisory concerns). The FDIC is
authorized to raise the assessment rates as necessary to maintain the Deposit
Insurance Fund. The Banks assessment rate at December 31, 2008 was .05%. The
increase in insurance assessments could have an adverse effect on the earnings
of insured institutions, including the Bank. The FDIC has also proposed changes
to take effect beginning in the second quarter of 2009 that would require
riskier institutions to pay a larger share of the deposit insurance
assessments. On February 27, 2009, the FDIC approved an interim rule to
institute a one-time special assessment of 20 cents per $100 in domestic
deposits to restore the DIF reserves depleted by recent bank failures. The
interim rule additionally reserves the right of the FDIC to charge an
additional up-to-10 basis point special premium at a later point if the DIF
reserves continue to fall. The FDIC also approved an increase in regular
premium rates for the second quarter of 2009. For most banks, this will be
between 12 to 16 basis points per $100 in domestic deposits. Premiums for the
rest of 2009 have not yet been set.

In
addition, all FDIC-insured institutions are required to pay a pro rata portion
of the interest due on obligations issued by the Financing Corporation to fund
the closing and disposal of failed thrift institutions by the Resolution Trust
Corporation. At December 31, 2008, the Federal Deposit Insurance Corporation
assessed Deposit Insurance Fund-insured deposits 1.14 basis points per $100 of
deposits to cover those obligations. The Financing Corporation rate is adjusted
quarterly to reflect changes in assessment bases of the Deposit Insurance Fund.
This obligation will continue until the Financing Corporation bonds mature in
2017.

Federal
Home Loan Bank System. Rome Savings is a member of the
Federal Home Loan Bank (the FHLB) of New York, which is one of the regional
FHLBs composing the FHLB System. Each FHLB provides a central credit facility
primarily for its member institutions. Rome Savings, as a member of the FHLB of
New York, is required to acquire and hold shares of capital stock in the FHLB
of New York. While the required percentages of stock ownership are subject to
change by the FHLB, Rome Savings was in compliance with this requirement with
an investment in FHLB of New York stock at December 31, 2008 of $3.6 million. Any
advances from a FHLB must be secured by specified types of collateral, and all
long-term advances may be obtained only for the purpose of providing funds for
residential housing finance.

The
FHLBs are required to provide funds for the resolution of insolvent thrifts and
to contribute funds for affordable housing programs. These requirements could
reduce the amount of earnings that the FHLBs can pay as dividends to their
members and could also result in the FHLBs imposing a higher rate of interest
on advances to their members. If dividends were reduced, or interest on future
FHLB advances increased, Rome Savings net interest income would be affected.

26

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Federal
Reserve System. Under regulations of the FRB, Rome
Savings is required to maintain noninterest-earning reserves against its
transaction accounts (primarily NOW and regular checking accounts). The FRB
regulations exempt $8.5 million of otherwise reservable balances from the
reserve requirements. A 3% reserve is required for transaction account balances
over $8.5 million and up to $45.8 million. Transaction account balances over
$45.8 million are subject to a reserve requirement of $1,119,000 plus 10% of
any amount over $45.8 million. Rome Savings is in compliance with the foregoing
reserve requirements. Because required reserves must be maintained in the form
of vault cash, a noninterest-bearing account at a Federal Reserve Bank, or a
pass-through account as defined by the FRB, the effect of this reserve
requirement is to reduce the Banks interest-earning assets. The balances
maintained to meet the reserve requirements imposed by the FRB may be used to
satisfy liquidity requirements imposed by the OTS. FHLB System members are also
authorized to borrow from the Federal Reserve discount window, but FRB
regulations require such institutions to exhaust all FHLB sources before
borrowing from a Federal Reserve Bank.

Prohibitions
Against Tying Arrangements. Federal savings
associations are subject to prohibitions on certain tying arrangements. A
depository institution is prohibited, subject to certain exceptions, from
extending credit or offering any other service, or fixing or varying the
consideration for such extension of credit or service, on the condition that
the customer obtain some additional product or service from the institution or
its affiliates or not obtain services of a competitor of the institution.

The
Bank Secrecy Act.
Rome Savings and Rome Bancorp are subject to the Bank Secrecy Act, as
amended by the USA PATRIOT Act, which gives the federal government powers to
address money laundering and terrorist threats through enhanced domestic
security measures, expanded surveillance powers, and mandatory transaction
reporting obligations. By way of example, the Bank Secrecy Act imposes an
affirmative obligation on Rome Savings to report currency transactions that
exceed certain thresholds and to report other transactions determined to be
suspicious.

Title
III of the USA PATRIOT Act takes measures intended to encourage information
sharing among financial institutions, bank regulatory agencies and law
enforcement bodies. Further, certain provisions of Title III impose affirmative
obligations on a broad range of financial institutions, including banks, thrifts,
brokers, dealers, credit unions, money transfer agents and parties registered
under the Commodity Exchange Act. Among other requirements, the USA PATRIOT Act
imposes the following obligations on financial institutions:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | financial
 institutions must establish anti-money laundering programs that include, at
 minimum: (i) internal policies, procedures, and controls, (ii) specific
 designation of an anti-money laundering compliance officer, (iii) ongoing
 employee training programs, and (iv) an independent audit function to test
 the anti-money laundering program;                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | financial
 institutions must establish and meet minimum standards for customer due
 diligence, identification and verification;                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | financial
 institutions that establish, maintain, administer, or manage private banking
 accounts or correspondent accounts in the United States for non-United States
 persons or their representatives (including foreign individuals visiting the
 United States) must establish appropriate, specific, and, where necessary,
 enhanced due diligence policies, procedures, and controls designed to detect
 and report money laundering through those accounts;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | financial
 institutions are prohibited from establishing, maintaining, administering or
 managing correspondent accounts for foreign shell banks (foreign banks that
 do not have a physical presence in any country), and are subject to certain
 recordkeeping obligations with respect to correspondent accounts of foreign
 banks; and                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | bank
 regulators are directed to consider a banks or holding companys
 effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act
 applications.                                                                                                                                                                                                                                                                         

27

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Office
of Foreign Asset Control. Rome Savings and Rome
Bancorp, like all United States companies and individuals, are prohibited from
transacting business with certain individuals and entities named on the Office
of Foreign Asset Controls list of Specially Designated Nationals and Blocked
Persons. Failure to comply may result in fines and other penalties. The Office
of Foreign Asset Control issued guidance directed at financial institutions in
which it asserted that it may, in its discretion, examine institutions
determined to be high-risk or to be lacking in their efforts to comply with
these prohibitions.

Regulation of Savings
and Loan Holding Companies

Rome
Bancorp is a savings and loan holding company regulated by the OTS. As such,
Rome Bancorp is registered with and subject to OTS examination and supervision,
as well as certain reporting requirements. In addition, the OTS has enforcement
authority over Rome Bancorp and any of its non-savings association
subsidiaries. Among other things, this authority permits the OTS to restrict or
prohibit activities that are determined to be a serious risk to the financial
safety, soundness or stability of a subsidiary savings association. Unlike bank
holding companies, federal savings and loan holding companies are not subject
to any regulatory capital requirements or to supervision by the FRB.

The
HOLA prohibits a savings and loan holding company, directly or indirectly, or
through one or more subsidiaries, from acquiring control (as defined under the
HOLA) of another savings association without prior OTS approval. In addition, a
savings and loan holding company is prohibited from directly or indirectly
acquiring (i) through mergers, consolidation or purchase of assets, another
savings association or a holding company thereof, or acquiring all or
substantially all of the assets of such association or company without prior
OTS approval; and (ii) control of any depository institution not insured by the
FDIC (except through a merger with and into the holding companys savings
institution association that is approved by the OTS).

A
savings and loan holding company may not acquire as a separate subsidiary a
savings association that has a principal office outside of the state where the
principal office of its subsidiary savings association is located, except (i)
in the case of certain emergency acquisitions approved by the FDIC; (ii) if
such holding company controls a subsidiary savings association that operated a
home or branch office in such additional state as of March 5, 1987; or (iii) if
the laws of the home state of the savings association to be acquired
specifically authorize a savings institution chartered by that state to be
acquired by a savings institution chartered by the state where the acquiring
savings institution or savings and loan holding company is located or by a
holding company that controls such a state chartered association.

Because
Rome Bancorp was organized after May 4, 1999, under the Gramm Leach Bliley Act
of 1999 (the GLB Act) it is prohibited from engaging in non-financial
activities. Unitary savings and loan holding companies that existed before this
date and that have not undergone certain reorganization or restructuring
transactions are grandfathered under the GLB Act and generally have no
restrictions on their business activities. Rome Bancorps activities, however,
are restricted to:

|  |                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | furnishing
 or performing management services for its savings institution subsidiary;                                                                                                             
|  |                                                                                                                                                                                                   
| | conducting
 an insurance agency or escrow business;                                                                                                                                               
|  |                                                                                                                                                                                                   
| | holding,
 managing or liquidating assets owned or acquired from its savings institution
 subsidiary;                                                                                              
|  |                                                                                                                                                                                                   
| | holding or
 managing properties used or occupied by its savings institution subsidiary;                                                                                                           
|  |                                                                                                                                                                                                   
| | acting as
 trustee under a deed of trust;                                                                                                                                                         
|  |                                                                                                                                                                                                   
| | any other
 activity (a) that the FRB, by regulation, has determined to be permissible
 for bank holding companies under Section 4(c) of the Bank Holding Company Act
 of 1956 (BHCA), unless the

28

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|                                                                                                                                  |                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                  | Director of
 the OTS, by regulation, prohibits or limits any such activity for savings and
 loan holding companies, or (b) in which multiple savings and loan holding
 companies were authorized by regulation to directly engage on March 5, 1987;
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | purchasing,
 holding or disposing of stock acquired in connection with a qualified stock
 issuance if the purchase of such stock is approved by the Director of the
 OTS; and                                                                      
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | any activity
 permissible for financial holding companies under section 4(k) of the BHCA.                                                                                                                                                          
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|Permissible
 activities which are deemed to be financial in nature or incidental thereto
 under section 4(k) of the BHCA include:
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | lending,
 exchanging, transferring, investing for others or safeguarding money or
 securities;                                                                                                                                                     
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | insurance
 activities or providing and issuing annuities, and acting as principal, agent
 or broker;                                                                                                                                               
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | financial,
 investment or economic advisory services;                                                                                                                                                                                              
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | issuing or
 selling instruments representing interests in pools of assets that a bank is
 permitted to hold directly;                                                                                                                              
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | underwriting,
 dealing in or making a market in securities;                                                                                                                                                                                        
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | activities
 previously determined by the FRB to be closely related to banking;                                                                                                                                                                     
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | activities
 that bank holding companies are permitted to engage in outside of the U.S.;
 and                                                                                                                                                       
|                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                 | portfolio
 investments made by an insurance company.                                                                                                                                                                                               

Transactions
between the Rome Savings and Rome Bancorp and its other subsidiaries are
subject to various conditions and limitations. See Regulation of Federal
Savings Associations - Transactions with Affiliates and Regulation of Federal
Savings Associations - Limitation on Capital Distributions.

The
Sarbanes-Oxley Act. As a public company, Rome Bancorp
is subject to the Sarbanes-Oxley Act of 2002, which implements a broad range of
corporate governance and accounting measures for public companies designed to
promote honesty and transparency in corporate America and better protect
investors from corporate wrongdoing. The Sarbanes-Oxley Acts principal
legislation and the derivative regulation and rule making promulgated by the
SEC includes:

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the creation
 of an independent accounting oversight board;                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | auditor
 independence provisions which restrict non-audit services that accountants
 may provide to their audit clients;                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | additional
 corporate governance and responsibility measures, including the requirement
 that the chief executive officer and chief financial officer certify
 financial statements;                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | a
 requirement that companies establish and maintain a system of internal
 control over financial reporting and that a companys management provide an
 annual report regarding its assessment of the effectiveness of such internal
 control over financial reporting to the companys independent accountants and
 that such accountants provide an attestation report with respect to
 managements assessment of the effectiveness of the companys internal
 control over financial reporting;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | the
 forfeiture of bonuses or other incentive-based compensation and profits from
 the sale of an issuers                                                                                                                                                                                                                                                                                                                                                                                         

29

---



|  |                                                                                                                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | securities
 by directors and senior officers in the twelve month period following initial
 publication of any financial statements that later require restatement;                                  
|  |                                                                                                                                                                                                     
| | an increase
 in the oversight of, and enhancement of certain requirements relating to
 audit committees of public companies and how they interact with the companys
 independent auditors;         
|  |                                                                                                                                                                                                     
| | requirement
 that audit committee members must be independent and are absolutely barred
 from accepting consulting, advisory or other compensatory fees from the
 issuer;                           
|  |                                                                                                                                                                                                     
| | requirement
 that companies disclose whether at least one member of the committee is a
 financial expert (as such term is defined by the Securities and Exchange
 Commission) and if not, why not;
|  |                                                                                                                                                                                                     
| | expanded
 disclosure requirements for corporate insiders, including accelerated
 reporting of stock transactions by insiders and a prohibition on insider
 trading during pension blackout periods; 
|  |                                                                                                                                                                                                     
| | a
 prohibition on personal loans to directors and officers, except certain loans
 made by insured financial institutions;                                                                           
|  |                                                                                                                                                                                                     
| | disclosure
 of a code of ethics and filing a Form 8-K for a change or waiver of such
 code;                                                                                                         
|  |                                                                                                                                                                                                     
| | mandatory
 disclosure by analysts of potential conflicts of interest; and                                                                                                                           
|  |                                                                                                                                                                                                     
| | a range of
 enhanced penalties for fraud and other violations.                                                                                                                                      

Section
402 of the Sarbanes-Oxley Act of 2002 prohibits the extension of personal loans
to directors and executive officers of issuers. The prohibition, however, does
not apply to mortgages advanced by an insured depository institution, such as
Rome Savings, that are subject to the insider lending restrictions of Section
22(h) of the Federal Reserve Act.

Although
Rome Bancorp anticipates that it will incur additional expense in complying
with the provisions of the Sarbanes-Oxley Act and the resulting regulations,
management does not expect that such compliance will have a material impact on
its results of operations or financial condition.

Federal
Securities Laws. Rome Bancorps common stock is
registered with the SEC under Section 12(b) of the Securities Exchange Act of
1934, as amended (the Exchange Act). Rome Bancorp is subject to information,
proxy solicitation, insider trading restrictions and other requirements under
the Exchange Act.

Quotation
on Nasdaq. Rome Bancorps common stock is quoted on
The Nasdaq Global Market. In order to maintain such quotation, Rome Bancorp is
subject to certain corporate governance requirements, including:

|  |                                                                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a majority
 of its board must be composed of independent directors;                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                  
| | it is
 required to have an audit committee composed of at least three directors, each
 of whom is an independent director, as such term is defined by the rules of
 the National Association of Securities Dealers (NASD) and by the Exchange
 Act regulations;
|  |                                                                                                                                                                                                                                                                  
| | its
 nominating committee and compensation committee must also be composed entirely
 of independent directors; and                                                                                                                                               
|  |                                                                                                                                                                                                                                                                  
| | each of the
 audit committee, and nominating committee must have a publicly available
 written charter.                                                                                                                                                          

30

---



|         |             
|-------- | ------------
|ITEM 1A. | RISK FACTORS

Our
loan portfolio includes loans with a higher risk of loss. Rome Savings originates commercial mortgage loans, commercial loans, consumer
loans and residential mortgage loans primarily within its market area, although
a number of loans are in other states. Commercial mortgage, commercial, and
consumer loans may expose a lender to greater credit risk than loans secured by
residential real estate because the collateral securing these loans may not be
sold as easily as residential real estate. These loans also have greater credit
risk than residential real estate for the following reasons:

| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Commercial
 Mortgage Loans. Repayment is dependent upon income
 being generated in amounts sufficient to cover operating expenses and debt
 service.                                                                
| |   |                                                                                                                                                                                                                     
| |  | Commercial
 Loans. Repayment is generally dependent upon the
 successful operation of the borrowers business.                                                                                                      
| |   |                                                                                                                                                                                                                     
| |  | Consumer
 Loans. Consumer loans (such as personal lines of
 credit) are collateralized, if at all, with assets that may not provide an
 adequate source of payment of the loan due to depreciation, damage, or loss.

If our allowance for loan losses is not
sufficient to
cover actual loan losses, our earnings could decrease.
Our loan customers may not repay their loans according to the terms of the
loans, and the collateral securing the payment of these loans may be
insufficient to pay any remaining loan balance. We therefore may experience
significant loan losses, which could have a material adverse effect on our
operating results.

Material
additions to our allowance also would materially decrease our net income, and
the charge-off of loans may cause us to increase the allowance. We make various
assumptions and judgments about the collectibility of our loan portfolio,
including the creditworthiness of our borrowers and the value of the real
estate and other assets serving as collateral for the repayment of many of our
loans. We rely on our loan quality reviews, our experience and our evaluation
of economic conditions, among other factors, in determining the amount of the
allowance for loan losses. If our assumptions prove to be incorrect, our
allowance for loan losses may not be sufficient to cover losses inherent in our
loan portfolio, resulting in additions to our allowance.

Our
emphasis on a diverse loan portfolio has been one of the more significant
factors we have taken into account in evaluating our allowance for loan losses
and provision for loan losses. If we were to further increase the amount of
loans in our portfolio other than traditional real estate loans, we may decide
to make increased provisions for loan losses. In addition, bank regulators
periodically review our allowance for loan losses and may require us to
increase our provision for loan losses or recognize further loan charge-offs.

Due to our large capital position, our
return on
equity may be low compared to other companies. Net
earnings divided by average equity, known as return on equity, is a ratio
many investors use to compare the performance of a financial institution to its
peers. Rome Savings has equity capital in excess of regulatory requirements,
which while positive, lowers our return on equity. Our return on average equity
amounted to 4.47% and 4.14% in 2008 and 2007, respectively.

Because Rome Savings loans are
concentrated in a
small geographical area, recent downturns in the local and national economy may
affect its profitability and future growth possibilities.
We are operating in a challenging and uncertain economic environment, both
nationally and locally, as the U.S. economy entered a recession early in 2008.
Financial institutions generally continue to be affected by sharp declines in
the real estate market and constrained financial markets. While it is
experiencing the effects of the recent economic downturn, Oneida County did not
experience the rate of economic growth enjoyed in other parts of the United
States prior to this downturn and thus has not yet been subject to a rapid
decline in its economic environment which is being seen in other parts of the
United States. Continued declines in real estate values and homes sales volumes
and increases in the financial stress on borrowers as a result of the uncertain
economic environment, including job losses, could have an adverse effect on our
borrowers or their customers, which could adversely

31

---



affect our
financial condition and results of operations. In addition, decreases in real
estate values could adversely affect the value of property used as collateral
for our loans. Adverse changes in the economy may also increase the risk of
loan defaults and result in deposit runoff in our primary market area, which
could have an adverse impact on our profitability.

Low demand for real estate loans may
lower our
profitability. Making loans secured by real
estate, including one-to-four family and commercial real estate, is our primary
business and primary source of revenue. If customer demand for real estate
loans decreases, our profits may decrease because our alternative investments,
primarily securities, earn less income for us than real estate loans. Customer
demand for loans secured by real estate could be reduced by the weakened
economy, the increase in unemployment, the decrease in real estate values or an
increase in interest rates.

We depend on our executive officers and
key personnel
to implement our business strategy and could be harmed by the loss of their
services. We believe that our growth and
future success will depend in large part upon the skills of our management
team, particularly Charles M. Sprock, our President and Chief Executive
Officer. The competition for qualified personnel in the financial services
industry is intense, and the loss of our key personnel or an inability to
continue to attract, retain and motivate key personnel could adversely affect
our business. We cannot assure you that we will be able to retain our existing
key personnel or attract additional qualified personnel. Although we have an
employment agreement with our President and Chief Executive Officer that
contains a non-compete provision, the loss of the services of one or more of
our executive officers could impair our ability to continue to develop our
business strategy.

If we fail to maintain an effective
system of internal
controls, we may not be able to accurately report our financial results or
prevent fraud. As a result, current and potential stockholders could lose
confidence in our financial reporting, which would harm our business and the
trading price of our stock. Effective
internal controls are necessary for us to provide reliable financial reports
and effectively prevent fraud. If we cannot provide reliable financial reports
or prevent fraud, our operating results could be harmed. We devote significant
attention to establishing and maintaining effective internal controls. We
document, review and, if appropriate, improve our internal controls and
procedures in connection with Section 404 of the Sarbanes-Oxley Act, which
requires annual management assessments of the effectiveness of our internal
controls over financial reporting. Both we and our independent registered
public accounting firm test our internal controls in connection with the
Section 404 requirements and attempt to identify areas for further attention or
improvement. Implementing any appropriate changes to our internal controls may
require specific compliance training of our directors, officers and employees,
entail substantial costs in order to modify our existing accounting systems,
and take a significant period of time to complete. Any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet
our reporting obligations. Any such failure could also adversely affect our
assessment of the effectiveness of our internal control over financial
reporting. Inferior internal controls could also cause investors to lose
confidence in our reported financial information, which could have a negative
effect on the market price of our stock.

We operate in a highly regulated
environment and we
may be adversely affected by changes in laws and regulations. We
are subject to extensive regulation, supervision and examination by the OTS and
by the FDIC, as insurer of deposits. Such regulation and supervision governs
the activities in which Rome Savings and we may engage and are intended
primarily for the protection of the insurance fund and deposits of Rome
Savings. Regulatory authorities have extensive discretion in connection with
their supervisory and enforcement activities, including the imposition of
restrictions on the operation of Rome Savings, the classification of its assets
and the adequacy of its allowance for loan losses.

We
expect to face increased regulation and supervision of our industry as a result
of the existing financial crisis, and there will be additional requirements and
conditions imposed on us to the extent that we participate in any of the
programs established or to be established by the U.S. Treasury under the
Emergency Economic Stabilization Act of 2008 (EESA), as described
below, or by the federal bank regulatory agencies. Any change in such regulation
and oversight, whether in the form of regulatory policy, regulations, or
legislation, including changes in the regulations governing holding companies,
could have a material impact on the combined

32

---



operations
of us and Rome Savings.

The impact on us of recently enacted
and proposed
legislation and government programs to stabilize the financial markets cannot
be predicted at this time. On October 3,
2008, President Bush signed the EESA into law in response to the financial
crises affecting the banking system and financial markets. Pursuant to the
EESA, the U.S. Treasury has the authority to, among other things, purchase up
to $700 billion of troubled assets (including mortgages, mortgage-backed
securities and certain other financial instruments) from financial institutions
for the purpose of stabilizing and providing liquidity to the U.S. financial
markets. On October 14, 2008, the U.S. Treasury, the FRB and the FDIC issued a
joint statement announcing additional steps aimed at stabilizing the financial
markets. First, the U.S. Treasury announced the Capital Purchase Program
(CPP), a $250 billion voluntary capital purchase program available to
qualifying financial institutions that sell preferred shares to the U.S.
Treasury. Second, the FDIC announced the Temporary Liquidity Guarantee Program
(TLGP), which is intended to strengthen confidence and encourage liquidity in
the banking system by permitting the FDIC to (i) guarantee certain newly issued
senior unsecured debt issued by participating institutions (Debt Guarantee
Program) and (ii) fully insure non-interest bearing transaction deposit
accounts held at participating FDIC-insured institutions, regardless of dollar
amount (Transaction Account Guarantee Program). Third, to further increase
access to funding for businesses in all sectors of the economy, the FRB
announced further details of its Commercial Paper Funding Facility program
(CPFF), which provides a broad backstop for the commercial paper market. The
Company does not participate in the Transaction Account Guarantee Program, the
CPP, the Debt Guarantee Program or the CPFF.

On
January 21, 2009, the U.S. House of Representatives approved legislation
amending the Troubled Asset Relief Program (TARP) provisions of EESA to
include quarterly reporting requirements with respect to lending activities,
examinations by an institutions primary federal regulator of use of funds and
compliance with program requirements, restrictions on acquisitions by
depository institutions receiving TARP funds, authorization for U.S. Treasury
to have an observer at board meetings of recipient institutions, and stricter
executive compensation limitations, among other things. Although it is unclear
whether this legislation will be enacted into law, its provisions, or similar
ones, may be imposed administratively by the U.S. Treasury. Such provisions
could affect our lending or increase governmental oversight of our businesses
and our corporate governance practices.

On
February 10, 2009, Treasury Secretary Timothy Geithner outlined a Financial
Stability Plan to restore stability to the U.S. financial system. However, many
of the details of the Financial Stability Plan still have to be developed. On
February 11, 2009, the OTS urged OTS-regulated institutions to suspend
foreclosures on owner-occupied homes for a few weeks until the Financial
Stabilitys Plans home loan modification program is finalized.

On
January 27, 2009, the House Judiciary Committee approved H.R. 200, the Helping
Families Save Their Homes in Bankruptcy Act of 2009 (Bankruptcy
Legislation). The Bankruptcy Legislation would grant a judge the ability to
modify the terms of a mortgage for a homeowner in chapter 13 bankruptcy. Under
the proposed Bankruptcy Legislation, borrowers would be eligible to have a
bankruptcy judge reduce the principal balance on their home loan. If any such
borrower resells their home within five years, the borrower will have to share
the proceeds with their lender.

We
do no know what actual impact these or any other governmental program will have
on the financial markets. The failure of the financial markets to stabilize and
a continuation or worsening of current financial market conditions, or the
enactment of the Bankruptcy Legislation, could materially and adversely affect
our business, financial condition, results of operations, access to credit or
the trading price of our common stock.

Competition in our primary market area
may reduce our
ability to attract and retain deposits and obtain loans.
We operate in a competitive market for both attracting deposits, which is our
primary source of funds, and originating loans. Historically, our most direct
competition for savings deposits has come from credit unions, community banks,
large commercial banks and thrift institutions in our primary market area.
Particularly in times of extremely low or extremely high interest rates, we
have faced additional significant competition for investors funds from brokerage
firms and other firms short-term money market securities and corporate and

33

---



government
securities. Our competition for loans comes principally from mortgage bankers,
commercial banks, other thrift institutions, and insurance companies. Such
competition for the origination of loans may limit our future growth and
earnings prospects. Competition for loan originations and deposits may limit
our future growth and earnings prospects.

Changes in interest rates could
adversely affect our
results of operations and financial condition.
Our results of operations and financial condition are significantly affected by
changes in interest rates. Our results of operations depend substantially on
our net interest income, which is the difference between the interest income
earned on our interest-earning assets and the interest expense paid on our
interest-bearing liabilities. Increases in interest rates may decrease loan
demand and make it more difficult for borrowers to repay adjustable rate loans.

We
also are subject to reinvestment risk associated with changes in interest
rates. Changes in interest rates may affect the average life of loans and
mortgage-related securities. Decreases in interest rates can result in
increased prepayments of loans and mortgage-related securities, as borrowers
refinance to reduce borrowing costs. Under these circumstances, we are subject
to reinvestment risk to the extent that we are unable to reinvest the cash
received from such prepayments at rates that are comparable to the rates on
existing loans and securities.

Our certificate of incorporation,
bylaws and certain
laws and regulations may prevent transactions you might favor, including a sale
or merger of Rome Bancorp. Provisions of
our certificate of incorporation and bylaws, federal regulations and various
other factors may make it more difficult for companies or persons to acquire
control of us without the consent of our Board of Directors. It is possible,
however, that you would want a takeover attempt to succeed because, for
example, a potential buyer could offer a premium over the then prevailing price
of our common stock. The factors that may discourage takeover attempts or make
them more difficult include:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Certificate
 of incorporation and statutory provisions.
 Provisions of our certificate of incorporation and bylaws and of Delaware law
 may make it more difficult and expensive to pursue a takeover attempt that
 management opposes. These provisions also make more difficult the removal of
 our current directors or management, or the election of new directors. These
 provisions include:
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                     
| |   | §                                                                                                                                                                                                                                                                                                                                                                                                   | limitations
 on voting rights of the beneficial owners of more than 10% of our common
 stock;                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                     
| |   | §                                                                                                                                                                                                                                                                                                                                                                                                   | supermajority
 voting requirements for certain business combinations and changes to some
 provisions of the certificate of incorporation and bylaws;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                     
| |   | §                                                                                                                                                                                                                                                                                                                                                                                                   | the election
 of directors to staggered terms of three years; and                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                     
| |   | §                                                                                                                                                                                                                                                                                                                                                                                                   | provisions
 regarding the timing and content of stockholder proposals and nominations.                                                              

34

---



|         |                          
|-------- | -------------------------
|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|         |                          
|None.    |                          
|         |                          
|ITEM 2.  | DESCRIPTION OF PROPERTY  

We
conduct our business through our executive office, operations center, which
includes both the Mortgage Center and the Accounting Center listed below, and
four banking offices. In addition, we have purchased land in Oneida, New York
for potential expansion into that market. At December 31, 2008, the net book
value of the computer equipment and other furniture, fixtures and equipment of
Rome Savings and Rome Bancorp at their offices totaled $995,000. For more
information, see Note 5 of Notes to Consolidated Financial Statements, in the
Annual Report attached as Exhibit 13.1.

|                                   |  |                  |  |                         |  |                                   |   |       |  | 
|---------------------------------- |  | ---------------- |  | ----------------------- |  | --------------------------------- | - | ----- |  | 
|Location                           |  | Leased or
 Owned |  | Original Date
 Acquired |  | Net Book Value
 December 31, 2008 |  
|                                   |  |                  |  |                         |  |                                   |  
|                                   |  |                  |  |                         |  | (In thousands)                    |  
|Executive Office:                  |  |                  |  |                         |  |                                   |   |      
|100 West Dominick St.Rome, NY      |  | Owned            |  | 1956                    |  |                                   | $ | 1,175 |  | 
|                                   |  |                  |  |                         |  |                                   |   |       |  | 
|Branch Offices:                    |  |                  |  |                         |  |                                   |   |       |  | 
|1629 Black River BoulevardRome, NY |  | Owned            |  | 1963                    |  |                                   |   | 237   |  | 
|                                  
|1300 Erie BoulevardRome, NY        |  | Owned            |  | 1997                    |  |                                   |   | 972   |  | 
|                                   |  |                  |  |                         |  |                                   |   |       |  | 
|82 Seneca TurnpikeNew Hartford, NY |  | Owned            |  | 1983                    |  |                                   |   | 126   |  | 
|                                   |  |                  |  |                         |  |                                   |   |       |  | 
|Rt. 26 and Elmer Hill RdLee, NY    |  | Owned            |  | 2006                    |  |                                   |   | 1,659 |  | 
|                                   |  |                  |  |                         |  |                                   |   |       |  | 
|Mortgage Center:                   |  |                  |  |                         |  |                                   |   |       |  | 
|137 West Dominick StreetRome, NY   |  | Owned            |  | 2002                    |  |                                   |   | 424   |  | 
|                                   |  |                  |  |                         |  |                                   |   |       |  | 
|Accounting Center:                 |  |                  |  |                         |  |                                   |   |       |  | 
|139 West Dominick StreetRome, NY   |  | Owned            |  | 1995                    |  |                                   |   | 330   |  | 
|                                   |  |                  |  |                         |  |                                   |   |       |  | 
|Undeveloped Land:                  |  |                  |  |                         |  |                                   |   |       |  | 
|Oneida, NY                         |  | Owned            |  | 2006                    |  |                                   |   | 454   |  | 

|        |                  
|------- | -----------------
|ITEM 3. | LEGAL PROCEEDINGS

As
of the date of this Form 10-K, we are not involved in any pending legal
proceedings other than routine legal proceedings occurring in the ordinary
course of business. We believe that these routine legal proceedings, in the
aggregate, are immaterial to our financial condition and results of operations.

35

---



|        |                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                             
|        |                                                                                                                 
|None.  
|        |                                                                                                                 
|PART II
|        |                                                                                                                 
|ITEM 5. | MARKET FOR ROME BANCORPS COMMON EQUITY, RELATED
 STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
 EQUITY SECURITIES

|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|The
 following information included in the Annual Report attached hereto as
 Exhibit 13.1 is incorporated herein by reference: Market for the Companys
 Common Stock.                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|ITEM 6.                                                                                                                                                                                                                                                                                                                                                                                                             | SELECTED FINANCIAL DATA                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|The
 following information included in Annual Report attached hereto as Exhibit
 13.1 is incorporated herein by reference: Selected Financial and Other
 Data.                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|ITEM 7.                                                                                                                                                                                                                                                                                                                                                                                                             | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|The
 following information included in the Annual Report attached hereto as
 Exhibit 13.1 is incorporated herein by reference: Managements Discussion
 and Analysis of Financial Condition and Results of Operations.                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|ITEM 7A.                                                                                                                                                                                                                                                                                                                                                                                                            | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                           
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|The
 following information included in the Annual Report attached hereto as
 Exhibit 13.1 is incorporated herein by reference: Managements Discussion
 and Analysis of Financial Condition and Results of Operations - Management of
 Interest Rate Risk.                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|ITEM 8.                                                                                                                                                                                                                                                                                                                                                                                                             | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|The
 following information included in the Annual Report attached hereto as
 Exhibit 13.1 is incorporated herein by reference: Report of Independent
 Registered Public Accounting Firm on Internal Control over Financial
 Reporting, Report of Independent Registered Public Accounting Firm on
 Financial Statements, Consolidated Financial Statements and Notes to
 Consolidated Financial Statements.
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|ITEM 9.                                                                                                                                                                                                                                                                                                                                                                                                             | CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE    
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|None.                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|ITEM 9A.                                                                                                                                                                                                                                                                                                                                                                                                            | CONTROLS AND PROCEDURES                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|Evaluation
 of Disclosure Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                  

36

---



Management,
including the Companys President and Chief Executive Officer and Executive
Vice President and Chief Financial Officer, has evaluated the effectiveness of
the Companys disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
report. Based upon that evaluation, the Companys President and Chief Executive
Officer and Executive Vice President and Chief Financial Officer concluded that
the disclosure controls and procedures were effective to ensure that
information required to be disclosed in the reports the Company files and
submits under the Exchange Act is (i) recorded, processed, summarized and
reported as and when required, and (ii) accumulated and communicated to the
Companys management, including the President and Chief Executive Officer and
Executive Vice President and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.

Managements
annual report on internal control over financial reporting appears in the
Companys Annual Report to Shareholders for the year ended December 31, 2008,
which is included as Exhibit 13.1 of this report, and is incorporated herein by
reference.

The
attestation report of the Companys registered public accounting firm on the
effectiveness of the Companys internal control over financial reporting
appears in the Companys Annual Report to Shareholders for the year ended
December 31, 2008, which is included as Exhibit 13.1 of this report, and is
incorporated herein by reference.

There
have been no changes in the Companys internal control over financial reporting
identified in connection with the evaluation that occurred during the Companys
last fiscal quarter that has materially affected, or that is reasonably likely
to materially affect, the Companys internal control over financial reporting.

|         |                                                       
|-------- | ------------------------------------------------------
|ITEM 9B. | OTHER INFORMATION                                     
|         |                                                       
|None.    |                                                       
|         |                                                       
|PART III
|         |                                                       
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The
following information included in the Proxy Statement is incorporated herein by
reference: Proposal 1- Election of Directors and the following subsections of
the section entitled Information About Our Board of Directors and Management:
Board of Directors, Committees of the Board, Executive Officers Who Are
Not Directors and Section 16(a) Beneficial Ownership Reporting Compliance.

Code of Ethics

Rome
Bancorp has adopted a Code of Conduct and Ethics, which applies to all
employees, directors and officers of Rome Bancorp including the principal
executive officer, principal financial officer, principal accounting officer,
or controller, or persons performing similar functions. The Code of Conduct and
Ethics meets the requirements of a code of ethics as defined by Item 406 of
Regulation S-K. The Code of Conduct and Ethics was filed as Exhibit 14.1 to the
Form 10-KSB for the year ended December 31, 2003, and has not changed.

You
may obtain a copy of the Code of Conduct and Ethics, free of charge, by sending
a request in writing to Crystal M. Seymore at the following address:

Crystal M.
Seymore, Secretary
Rome Bancorp, Inc.
100 W. Dominick Street
Rome, New York 13440-5810

37

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|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION

The
information included in the Proxy Statement is incorporated herein by
reference: Compensation.

|         |                                                                                                
|-------- | -----------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED STOCKHOLDER MATTERS

The
following section included in the Proxy Statement is incorporated herein by
reference: Security Ownership of Certain Beneficial Owners and Management.

The
following table sets forth the aggregate information of our equity compensation
plans in effect as of December 31, 2008.

|                                                            |  |                                                                                                 |         |                                                                                 |  |                                                                                                                                                   |   |       |  |  |  |         |  | 
|----------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----- |  |  |  | ------- |  | 
|Plan category                                               |  | Number of securities
 to be issued
 upon exercise of
 outstanding options,
 warrants and rights |         | Weighted-average
 exercise price of 
 outstanding options,
 warrants and rights |  | Number of securities
 remaining available for
 future issuance under
 equity compensation plans
 (excluding securities
 reflected in column (a))1 |  
|                                                            |  |                                                                                                 |         |                                                                                 |  |                                                                                                                                                   |  
|                                                            |  | (a)                                                                                             |         | (b)                                                                             |  | (c)                                                                                                                                               |  
|Equity compensation plans approved by
 security holders     |  |                                                                                                 | 356,726 |                                                                                 |  |                                                                                                                                                   | $ | 12.64 |  |  |  | 490,061 |  | 
|                                                            |  |                                                                                                 |         |                                                                                 |  |                                                                                                                                                   |   |       |  |  |  |         |  | 
|Equity compensation plans not approved by
 security holders |  |                                                                                                 |        |                                                                                 |  |                                                                                                                                                   |   |      |  |  |  |        |  | 
|                                                            |  |                                                                                                 |         |                                                                                 |  |                                                                                                                                                   |   |       |  |  |  |         |  | 
|                                                            |  |                                                                                                 |         |                                                                                 |  |                                                                                                                                                   |   |       |  |  |  |         |  | 
|Total                                                       |  |                                                                                                 | 356,726 |                                                                                 |  |                                                                                                                                                   | $ | 12.64 |  |  |  | 490,061 |  | 
|                                                            |  |                                                                                                 |         |                                                                                 |  |                                                                                                                                                   |   |       |  |  |  |         |  | 

|    |                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | The number of securities
 remaining for future issuance under equity compensation plans includes:
 136,061 shares available for issuance under the 2000 Stock Option Plan,
 236,000 shares available for issuance under the 2006 Stock Option Plan and
 118,000 shares available for issuance under the 2006 Recognition and
 Retention Plan

|         |                                                                           
|-------- | --------------------------------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
 INDEPENDENCE

The
following information included in the Proxy Statement is incorporated herein by
reference: Transactions with Certain Related Persons.

|         |                                       
|-------- | --------------------------------------
|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES

The
following information included in the Proxy Statement is incorporated herein by
reference: Principal Accounting Fees and Services and Audit Committee
Preapproval Policy.

38

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PART IV

|         |                               
|-------- | ------------------------------
|ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS

(a) The
following financial statements included in the Annual Report attached hereto as
Exhibit 13.1 are incorporated herein by reference:

| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | Report of Independent Registered Accounting
 Firm on Financial Statements                                                 
| | Consolidated Balance Sheets - At December
 31, 2008 and 2007;                                                             
| | Consolidated Statements of Income - Years
 Ended December 31, 2008, 2007 and 2006;                                        
| | Consolidated Statements of Stockholders
 Equity and Comprehensive Income - Years Ended December 31, 2008, 2007 and
 2006;
| | Consolidated Statements of Cash Flows -
 Years Ended December 31, 2008, 2007 and 2006; and                                
| | Notes to Consolidated Financial Statements
 - Years Ended December 31, 2008, 2007 and 2006                                

(b) The
following exhibits are either filed as part of this report or are incorporated
herein by reference:

|      |  |                                                                                                                                                        
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1   |  | Amended and Restated Plan
 of Conversion and Agreement and Plan of Reorganization. (1)                                                                 
|      |  |                                                                                                                                                        
|3.1   |  | Certificate of
 Incorporation of New Rome Bancorp, Inc. (1)                                                                                            
|      |  |                                                                                                                                                        
|3.2   |  | Bylaws of New Rome
 Bancorp, Inc. (1)                                                                                                                  
|      |  |                                                                                                                                                        
|4.1   |  | Form of Stock Certificate
 of New Rome Bancorp, Inc. (1)                                                                                               
|      |  |                                                                                                                                                        
|10.1  |  | Form of Employee Stock
 Ownership Plan of Rome Bancorp, Inc. (2)                                                                                       
|      |  |                                                                                                                                                        
|10.2  |  | Amendment No. 1 to
 Employee Stock Ownership Plan of Rome Bancorp, Inc. (1)                                                                            
|      |  |                                                                                                                                                        
|10.3  |  | Amendment No. 2 to
 Employee Stock Ownership Plan of Rome Bancorp, Inc. (1)                                                                            
|      |  |                                                                                                                                                        
|10.4  |  | Form of Executive
 Employment Agreement by and between Charles M. Sprock and Rome Bancorp, Inc.
 (2)                                                   
|      |  |                                                                                                                                                        
|10.5  |  | Amended and restated form
 of One Year Change in Control Agreement by and among certain officers and
 Rome Bancorp, Inc. and The Rome Savings Bank. (8)
|      |  |                                                                                                                                                        
|10.6  |  | Amended and restated form
 of Employment Agreement between New Rome Bancorp, Inc. and Charles M. Sprock.
 (8)                                          
|      |  |                                                                                                                                                        
|10.7  |  | Amended and Restated form
 of Employment Agreement between The Rome Savings Bank and Charles M. Sprock.
 (8)                                           
|      |  |                                                                                                                                                        
|10.8  |  | Rome Bancorp, Inc. 2000
 Stock Option Plan. (3)                                                                                                        
|      |  |                                                                                                                                                        
|10.9  |  | Rome Bancorp, Inc. 2000
 Recognition and Retention Plan. (3)                                                                                           
|      |  |                                                                                                                                                        
|10.10 |  | Amended and Restated
 Benefit Restoration Plan of Rome Bancorp, Inc. (4)                                                                               
|      |  |                                                                                                                                                        
|10.11 |  | Amended and Restated
 Directors Deferred Compensation Plan of Rome Bancorp, Inc. (4)                                                                  
|      |  |                                                                                                                                                        
|10.12 |  | Loan Agreement by and
 between the Employee Stock Ownership Plan Trust of Rome Bancorp, Inc. and
 Rome Bancorp, Inc. (5)                               
|      |  |                                                                                                                                                        
|10.13 |  | Amendment No. 3 to the
 Employee Stock Ownership Plan of Rome Bancorp, Inc. (6)                                                                        
|      |  |                                                                                                                                                        
|10.14 |  | Rome Bancorp, Inc. 2006
 Stock Option Plan. (7)                                                                                                        
|      |  |                                                                                                                                                        
|10.15 |  | Rome Bancorp, inc. 2006
 Recognition and Retention Plan. (7)                                                                                           
|      |  |                                                                                                                                                        
|13.1  |  | Annual Report to Shareholders
 for the Year Ended December 31, 2008.                                                                                   
|      |  |                                                                                                                                                        
|14.1  |  | Code of Conduct and
 Ethics. (7)                                                                                                                       
|      |  |                                                                                                                                                        
|21.1  |  | Subsidiaries of the
 Company. (1)                                                                                                                      
|      |  |                                                                                                                                                        
|23.1  |  | Consent of Crowe Horwath
 LLP.                                                                                                                         
|      |  |                                                                                                                                                        
|31.1  |  | Rule 13a-14a/15d-14a
 Certifications                                                                                                                   
|      |  |                                                                                                                                                        
|32.1  |  | Section 1350 Certifications                                                                                                                            

|    |                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | Incorporated by reference
 to Rome Bancorp, Inc.s Form S-1 (Registration No. 333-121245), filed with
 the Commission on December 14, 2004, as amended.
|    |                                                                                                                                                        
|(2) | Incorporated by reference
 to Rome Bancorp, Inc.s Form SB-2 (Registration No. 333-80487), filed with the Commission on June 11, 1999, as amended.     

39

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|    |                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Incorporated by reference
 to Rome Bancorp, Inc.s Proxy Statement on Schedule 14A, filed with the
 Commission on April 5, 2000 and amended on April 2, 2001.
|    |                                                                                                                                                              
|(4) | Incorporated by reference
 to Rome Bancorp, Inc.s Form 8-K filed with the Commission on December 27,
 2005.                                                 
|    |                                                                                                                                                              
|(5) | Incorporated by reference
 to Rome Bancorp, Inc.s Form 8-K filed with the Commission on March 29, 2005.                                                     
|    |                                                                                                                                                              
|(6) | Incorporated by reference
 to Rome Bancorp, Inc.s Form 8-K filed with the Commission on August 29,
 2005.                                                   
|    |                                                                                                                                                              
|(7) | Incorporated by reference
 to Rome Bancorp, Inc.s Form S-8 filed with the commission on May 19, 2006,
 as amended.                                          
|    |                                                                                                                                                              
|(8) | Incorporated
 by reference to Rome Bancorp Inc.s Form 8-K filed with the commission on
 December 3, 2007.                                                   

40

---



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.

| |                                      |                      
| | ------------------------------------ | ---------------------
| | ROME BANCORP, INC.                  
| |                                     
| | By:                                  | /s/Charles
 M. Sprock
| |                                      |                      
| | President, Chairman of the Board and
| | Chief Executive Officer             

Pursuant
to the requirements of Section 13 or 15(d) 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 and on the dates indicated.

|                         |  |                                |  |               
|------------------------ |  | ------------------------------ |  | --------------
|Name                     |  | Title                          |  | Date          
|                         |  |                                |  |               
|                         |  |                                |  |               
|/s/Charles
 M. Sprock    |  | Chairman of
 the Board,        |  | March 6,
 2009
|                         |  | President
 and Chief           |  |               
|Charles M.
 Sprock       |  | Executive
 Officer             |  |               
|                         |  | (Principal
 Executive Officer) |  |               
|                         |  |                                |  |               
|/s/David C.
 Nolan       |  | Executive
 Vice-President      |  | March 6,
 2009
|                         |  | and Chief
 Financial Officer   |  |               
|David C.
 Nolan          |  | (Principal
 Financial Officer) |  |               
|                         |  |                                |  |               
|/s/Bruce R.
 Engelbert   |  | Director                       |  | March 6,
 2009
|                         |  |                                |  |               
|Bruce R.
 Engelbert      |  |                                |  |               
|                         |  |                                |  |               
|/s/David C.
 Grow        |  | Director                       |  | March 6,
 2009
|                         |  |                                |  |               
|David C.
 Grow           |  |                                |  |               
|                         |  |                                |  |               
|/s/Kirk B.
 Hinman       |  | Director                       |  | March 6,
 2009
|                         |  |                                |  |               
|Kirk B.
 Hinman          |  |                                |  |               
|                         |  |                                |  |               
|/s/Michael
 J. Valentine |  | Director                       |  | March 6,
 2009
|                         |  |                                |  |               
|Michael J.
 Valentine    |  |                                |  |               
|                         |  |                                |  |               
|/s/Dale A.
 Laval        |  | Director                       |  | March 6,
 2009
|                         |  |                                |  |               
|Dale A.
 Laval           |  |                                |  |               
|                         |  |                                |  |               
|/s/John A.
 Reinhardt    |  | Director                       |  | March 6,
 2009
|                         |  |                                |  |               
|John A.
 Reinhardt       |  |                                |  |               

41

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