UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
the Quarterly Period Ended September 30, 2008





OR





[   ]
TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
Transition Period from ____________ to ____________








Commission
File Number:  001-31896








THE
WILBER CORPORATION


(Exact
Name of the Registrant as Specified in its Charter)





New
      York
            15-6018501(State
      or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
      Employer Identification Number)





245 Main Street, Oneonta, NY
13820


(Address
of Principal Executive Offices) (Zip Code)





607
432-1700


(Registrant’s
Telephone Number Including Area Code)





no
changes


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes [ X ]
No [   ]





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


Large
      accelerated filer [  ]
            Accelerated
      filer [X]Non-accelerated
      filer [  ] (Do not check if a smaller reporting
      company)
            Smaller
      reporting company [X ]




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





As of
November 3, 2008, there were issued and outstanding 10,503,704 shares of the
Registrant’s Common Stock.


Index





THE
WILBER CORPORATION


FORM
10-Q


INDEX








PART
I – FINANCIAL INFORMATION





FORWARD-LOOKING
      STATEMENTSITEM
      1:
            Interim
      Financial Statements (Unaudited)Consolidated
      Statements of ConditionConsolidated
      Statements of IncomeConsolidated
      Statements of Changes in Shareholders’ Equity and Comprehensive
      IncomeConsolidated
      Statements of Cash FlowsNotes
      to Unaudited Consolidated Interim Financial StatementsITEM
      2:
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      OperationsA.
            GeneralB.
            Financial
      Condition and Performance OverviewC.
            Comparison
      of Financial Condition at September 30, 2008 and December 31,
      2007D.
            Comparison
      of Results of Operations for the Three Months Ended September 30, 2008 and
      2007E.
            Comparison
      of Results of Operations for the Nine Months Ended September 30, 2008 and
      2007F.
            LiquidityG.
            Capital
      Resources and DividendsITEM
      3:
            Quantitative
      and Qualitative Disclosures about Market RiskITEM
      4:
            Controls
      and ProceduresITEM
      4T:
            Controls
      and ProceduresPART
      II – OTHER INFORMATIONITEM
      1:
            Legal
      ProceedingsITEM
      1A:
            Risk
      FactorsITEM
      2:
            Unregistered
      Sales of Equity Securities and Use of ProceedsITEM
      3:
            Defaults
      Upon Senior SecuritiesITEM
      4:
            Submission
      of Matters to a Vote of Security HoldersITEM
      5:
            Other
      InformationITEM
      6:
            ExhibitsSignature
      PageIndex
      to Exhibits





1
 Index


PART
I – FINANCIAL INFORMATION














FORWARD-LOOKING
STATEMENTS








When we
use words or phrases like "will probably result," "we expect," "will continue,"
"we anticipate," "estimate," "project," "should cause," or similar expressions
in this report or in any press releases, public announcements, filings with the
Securities and Exchange Commission (the "SEC"), or other disclosures, we are
making "forward-looking statements" as described in the Private Securities
Litigation Reform Act of 1995.  In addition, certain information we
provide, such as analysis of the adequacy of our allowance for loan losses or an
analysis of the interest rate sensitivity of our assets and liabilities, is
always based on predictions of the future.  From time to time, we may
also publish other forward-looking statements about anticipated financial
performance, business prospects, and similar matters.





The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements.  We want you to know that a variety of
future events and uncertainties could cause our actual results and experience to
differ materially from what we anticipate when we make our forward-looking
statements.  Factors that could cause future results to vary from
current management expectations include, but are not limited to, general
economic conditions; legislative and regulatory changes; monetary and fiscal
policies of the federal government; changes in tax policies, tax rates and
regulations of federal, state, and local tax authorities; changes in consumer
preferences; changes in interest rates, deposit flows, cost of funds, demand for
loan products, or demand for financial services; competition; changes in the
quality or composition of The Wilber Corporation’s (the “Company’s”) loan and
investment portfolios; changes in accounting principles, policies, or
guidelines; and other economic, competitive, governmental, and technological
factors affecting the Company’s operations, markets, products, services, and
fees.





Please do
not rely unduly on any forward-looking statements, which are valid only as of
the date made.  Many factors, including those described above, could
affect our financial performance and could cause our actual results or
circumstances for future periods to differ materially from what we anticipate or
project.  We have no obligation to update any forward-looking
statements to reflect future events that occur after the statements are made,
and we specifically disclaim such obligation.








2
 Index


ITEM
1:  Interim Financial Statements (Unaudited)







The
      Wilber CorporationConsolidated
      Statements of Condition (Unaudited)September
      30,
              
              
              December
      31,in
      thousands except share and per share data
              
              2008
              
              
              2007AssetsCash
      and Due from Banks
              
              $
              15,684
              
              
              $
              11,897Federal
      Funds Sold
              
              
              9,962
              
              
              
              7,045Total
      Cash and Cash Equivalents
              
              
              25,646
              
              
              
              18,942SecuritiesTrading,
      at Fair Value
              
              
              1,392
              
              
              
              1,430Available-for-Sale,
      at Fair Value
              
              
              242,128
              
              
              
              237,274Held-to-Maturity,
      Fair Value of $46,183 at September 30, 2008,and
      $51,743 at December 31, 2007
              
              
              46,063
              
              
              
              52,202Other
      Investments
              
              
              5,743
              
              
              
              4,782Loans
      Held for Sale
              
              
              356
              
              
              
              456Loans
              
              
              533,552
              
              
              
              445,105Allowance
      for Loan Losses
              
              
              (7,225
              )
              
              
              (6,977
              )Loans,
      Net
              
              
              526,327
              
              
              
              438,128Premises
      and Equipment, Net
              
              
              7,022
              
              
              
              6,312Bank
      Owned Life Insurance
              
              
              16,254
              
              
              
              15,785Goodwill
              
              
              4,619
              
              
              
              4,619Intangible
      Assets, Net
              
              
              131
              
              
              
              394Pension
      Asset
              
              
              5,265
              
              
              
              4,872Other
      Assets
              
              
              7,272
              
              
              
              8,484Total
      Assets
              
              $
              888,218
              
              
              $
              793,680Liabilities
      and Shareholders’ EquityDeposits:Demand
              
              $
              75,321
              
              
              $
              71,145Savings,
      NOW and Money Market Deposit Accounts
              
              
              306,930
              
              
              
              254,196Certificates
      of Deposit (Over $100M)
              
              
              131,666
              
              
              
              111,949Certificates
      of Deposit (Under $100M)
              
              
              190,651
              
              
              
              198,467Other
      Deposits
              
              
              22,890
              
              
              
              21,737Total
      Deposits
              
              
              727,458
              
              
              
              657,494Short-Term
      Borrowings
              
              
              20,648
              
              
              
              15,786Long-Term
      Borrowings
              
              
              61,096
              
              
              
              41,538Other
      Liabilities
              
              
              9,219
              
              
              
              9,463Total
      Liabilities
              
              
              818,421
              
              
              
              724,281Shareholders’
      Equity:Common
      Stock, $.01 Par Value, 16,000,000 Shares Authorized,and
      13,961,664 Shares Issued at September 30, 2008and
      December 31, 2007
              
              
              140
              
              
              
              140Additional
      Paid in Capital
              
              
              4,224
              
              
              
              4,224Retained
      Earnings
              
              
              93,414
              
              
              
              93,618Accumulated
      Other Comprehensive Income (Loss)
              
              
              330
              
              
              
              (272
              )Treasury
      Stock at Cost, 3,457,960 Shares at September 30, 2008and
      December 31, 2007
              
              
              (28,311
              )
              
              
              (28,311
              )Total
      Shareholders’ Equity
              
              
              69,797
              
              
              
              69,399Total
      Liabilities and Shareholders’ Equity
              
              $
              888,218
              
              
              $
              793,680See
      accompanying notes to interim unaudited consolidated financial
      statements.


3
 Index


The
      Wilber CorporationConsolidated
      Statements of Income (Unaudited)
              
              Three
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,in
      thousands except share and per share data
              
              2008
              
              
              2007
              
              
              2008
              
              
              2007Interest
      and Dividend IncomeInterest
      and Fees on Loans
              
              $
              8,372
              
              
              $
              8,306
              
              
              $
              24,021
              
              
              $
              23,994Interest
      and Dividends on Securities:U.S.
      Government and Agency Obligations
              
              
              2,670
              
              
              
              2,311
              
              
              
              7,870
              
              
              
              7,151State
      and Municipal Obligations
              
              
              562
              
              
              
              625
              
              
              
              1,766
              
              
              
              1,893Other
              
              
              86
              
              
              
              102
              
              
              
              283
              
              
              
              304Interest
      on Federal Funds Sold and Time Deposits
              
              
              114
              
              
              
              392
              
              
              
              562
              
              
              
              920Total
      Interest and Dividend Income
              
              
              11,804
              
              
              
              11,736
              
              
              
              34,502
              
              
              
              34,262Interest
      ExpenseInterest
      on Deposits:Savings,
      NOW and Money Market Deposit Accounts
              
              
              1,034
              
              
              
              1,360
              
              
              
              3,101
              
              
              
              3,861Certificates
      of Deposit (Over $100M)
              
              
              1,112
              
              
              
              1,179
              
              
              
              3,555
              
              
              
              3,523Certificates
      of Deposit (Under $100M)
              
              
              1,819
              
              
              
              2,019
              
              
              
              5,792
              
              
              
              5,841Other
      Deposits
              
              
              243
              
              
              
              288
              
              
              
              748
              
              
              
              809Interest
      on Short-Term Borrowings
              
              
              63
              
              
              
              142
              
              
              
              192
              
              
              
              449Interest
      on Long-Term Borrowings
              
              
              689
              
              
              
              497
              
              
              
              1,766
              
              
              
              1,387Total
      Interest Expense
              
              
              4,960
              
              
              
              5,485
              
              
              
              15,154
              
              
              
              15,870Net
      Interest Income
              
              
              6,844
              
              
              
              6,251
              
              
              
              19,348
              
              
              
              18,392Provision
      for Loan Losses
              
              
              500
              
              
              
              150
              
              
              
              900
              
              
              
              650Net
      Interest Income After Provision for Loan Losses
              
              
              6,344
              
              
              
              6,101
              
              
              
              18,448
              
              
              
              17,742Non
      Interest IncomeTrust
      Fees
              
              
              451
              
              
              
              473
              
              
              
              1,272
              
              
              
              1,253Service
      Charges on Deposit Accounts
              
              
              589
              
              
              
              478
              
              
              
              1,580
              
              
              
              1,379Commission
      Income
              
              
              0
              
              
              
              112
              
              
              
              246
              
              
              
              402Investment
      Security (Losses) Gains, Net
              
              
              (86
              )
              
              
              22
              
              
              
              78
              
              
              
              148Net
      Gain on Sale of Loans
              
              
              16
              
              
              
              50
              
              
              
              84
              
              
              
              160Increase
      in Cash Surrender Value of Bank Owned Life Insurance
              
              
              161
              
              
              
              148
              
              
              
              469
              
              
              
              451Gain
      on Life Insurance Coverage
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              615Other
      Service Fees
              
              
              60
              
              
              
              54
              
              
              
              167
              
              
              
              177Gain
      on Sale of Insurance Agency Subsidiary
              
              
              0
              
              
              
              0
              
              
              
              628
              
              
              
              0Other
      Income
              
              
              176
              
              
              
              231
              
              
              
              291
              
              
              
              1,086Total
      Non Interest Income
              
              
              1,367
              
              
              
              1,568
              
              
              
              4,815
              
              
              
              5,671Non
      Interest ExpenseSalaries
              
              
              2,829
              
              
              
              2,548
              
              
              
              8,480
              
              
              
              7,295Employee
      Benefits
              
              
              677
              
              
              
              526
              
              
              
              1,970
              
              
              
              1,897Occupancy
      Expense of Bank Premises
              
              
              489
              
              
              
              441
              
              
              
              1,486
              
              
              
              1,308Furniture
      and Equipment Expense
              
              
              266
              
              
              
              212
              
              
              
              806
              
              
              
              624Computer
      Service Fees
              
              
              443
              
              
              
              202
              
              
              
              1,035
              
              
              
              579Advertising
      and Marketing
              
              
              197
              
              
              
              140
              
              
              
              552
              
              
              
              391Professional
      Fees
              
              
              211
              
              
              
              199
              
              
              
              678
              
              
              
              722Other
      Miscellaneous Expenses
              
              
              882
              
              
              
              834
              
              
              
              2,806
              
              
              
              2,471Total
      Non Interest Expense
              
              
              5,994
              
              
              
              5,102
              
              
              
              17,813
              
              
              
              15,287Income
      Before Taxes
              
              
              1,717
              
              
              
              2,567
              
              
              
              5,450
              
              
              
              8,126Income
      Taxes
              
              
              (334
              )
              
              
              (576
              )
              
              
              (1,222
              )
              
              
              (1,779
              )Net
      Income
              
              $
              1,383
              
              
              $
              1,991
              
              
              $
              4,228
              
              
              $
              6,347Weighted
      Average Shares Outstanding
              
              
              10,503,704
              
              
              
              10,537,801
              
              
              
              10,503,704
              
              
              
              10,558,607Basic
      Earnings Per Share
              
              $
              0.13
              
              
              $
              0.19
              
              
              $
              0.40
              
              
              $
              0.60See
      accompanying notes to interim unaudited consolidated financial
      statements.


4
 Index


The
      Wilber CorporationConsolidated
      Statements of Changes in Shareholders' Equity and Comprehensive Income
      (Unaudited)AccumulatedAdditional
              
              
              
              
              
              OtherCommon
              
              
              Paid
      in
              
              
              Retained
              
              
              Comprehensive
              
              
              Treasuryin
      thousands except per share data
              
              Stock
              
              
              Capital
              
              
              Earnings
              
              
              Income
      (Loss)
              
              
              Stock
              
              
              TotalBalance
      December 31, 2006
              
              $
              140
              
              
              $
              4,224
              
              
              $
              89,921
              
              
              $
              (3,247
              )
              
              $
              (27,706
              )
              
              $
              63,332Comprehensive
      Income:Net
      Income
              
              
              -
              
              
              
              -
              
              
              
              6,347
              
              
              
              -
              
              
              
              -
              
              
              
              6,347Change
      in Net Unrealized Losson
      Securities, Net of Taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              740
              
              
              
              -
              
              
              
              740Change
      in Pension Asset, Net of Tax
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              58
              
              
              
              
              
              
              
              58Total
      Comprehensive Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,145Cash
      Dividends ($.095 per share)
              
              
              -
              
              
              
              -
              
              
              
              (3,012
              )
              
              
              -
              
              
              
              -
              
              
              
              (3,012
              )Purchase
      of Treasury Stock (65,478 shares)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (605
              )
              
              
              (605
              )Balance
      September 30, 2007
              
              $
              140
              
              
              $
              4,224
              
              
              $
              93,256
              
              
              $
              (2,449
              )
              
              $
              (28,311
              )
              
              $
              66,860Balance
      December 31, 2007
              
              $
              140
              
              
              $
              4,224
              
              
              $
              93,618
              
              
              $
              (272
              )
              
              $
              (28,311
              )
              
              $
              69,399Comprehensive
      Income:Net
      Income
              
              
              -
              
              
              
              -
              
              
              
              4,228
              
              
              
              -
              
              
              
              -
              
              
              
              4,228Change
      in Net Unrealized Losson
      Securities, Net of Taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              602
              
              
              
              -
              
              
              
              602Effect
      of Change in Measurement Date of Defined BenefitPension
      Plan
              
              
              -
              
              
              
              -
              
              
              
              98
              
              
              
              -
              
              
              
              -
              
              
              
              98Adoption
      of EITF Issue No. 06-4, "Accounting for DeferredCompensation
      and Postretirement Benefit Aspects ofEndorsement
      Split-Dollar Life Insurance Agreements"
              
              
              -
              
              
              
              -
              
              
              
              (1,537
              )
              
              
              -
              
              
              
              -
              
              
              
              (1,537
              )Total
      Comprehensive Income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,391Cash
      Dividends ($.095 per share)
              
              
              -
              
              
              
              -
              
              
              
              (2,993
              )
              
              
              -
              
              
              
              -
              
              
              
              (2,993
              )Balance
      September 30, 2008
              
              $
              140
              
              
              $
              4,224
              
              
              $
              93,414
              
              
              $
              330
              
              
              $
              (28,311
              )
              
              $
              69,797See
      accompanying notes to interim unaudited consolidated financial
      statements.


5
 Index


The
      Wilber CorporationConsolidated
      Statements of Cash Flows (Unaudited)Nine
      Months EndedSeptember
      30,dollars
      in thousands
              
              2008
              
              
              2007Cash
      Flows from Operating Activities:Net
      Income
              
              $
              4,228
              
              
              $
              6,347Adjustments
      to Reconcile Net Income to Net CashUsed
      by Operating Activities:Provision
      for Loan Losses
              
              
              900
              
              
              
              650Depreciation
      and Amortization
              
              
              1,147
              
              
              
              845Net
      Amortization of Premiums and Accretion of Discounts on
      Investments
              
              
              342
              
              
              
              376Net
      Loss (Gain) on Disposal of Fixed Assets
              
              
              192
              
              
              
              (374
              )Gain
      on Life Insurance Coverage
              
              
              0
              
              
              
              (615
              )Available-for-Sale
      Investment Security Gains, net
              
              
              (298
              )
              
              
              (12
              )Other
      Real Estate Losses
              
              
              91
              
              
              
              29Increase
      in Cash Surrender Value of Bank Owned Life Insurance
              
              
              (469
              )
              
              
              (451
              )Net
      (Increase) Decrease in Trading Securities
              
              
              (182
              )
              
              
              230Net
      Losses (Gains) on Trading Securities
              
              
              220
              
              
              
              (136
              )Gain
      on Sale of Insurance Agency Subsidiary
              
              
              (628
              )
              
              
              0Net
      Gain on Sale of Mortgage Loans
              
              
              (84
              )
              
              
              (160
              )Originations
      of Mortgage Loans Held for Sale
              
              
              (4,948
              )
              
              
              (7,216
              )Proceeds
      from Sale of Mortgage Loans Held for Sale
              
              
              5,132
              
              
              
              7,376Increase
      in Other Assets
              
              
              (402
              )
              
              
              (829
              )Decrease
      in Other Liabilities
              
              
              (1,587
              )
              
              
              (138
              )Net
      Cash Provided by Operating Activities
              
              
              3,654
              
              
              
              5,922Cash
      Flows from Investing Activities:Net
      Cash Paid for Provantage Funding Corporation
              
              
              0
              
              
              
              (165
              )Proceeds
      from Maturities of Held-to-Maturity Investment Securities
              
              
              6,067
              
              
              
              7,891Proceeds
      from Maturities of Available-for-Sale Investment
Securities
              
              
              35,820
              
              
              
              36,089Proceeds
      from Sales of Available-for-Sale Investment Securities
              
              
              12,840
              
              
              
              3,866Purchases
      of Available-for-Sale Investment Securities
              
              
              (52,504
              )
              
              
              (37,423
              )Net
      Increase in Other Investments
              
              
              (961
              )
              
              
              (340
              )Cash
      Received from Death Benefit
              
              
              0
              
              
              
              1,544Net
      Increase in Loans
              
              
              (89,360
              )
              
              
              (27,965
              )Purchase
      of Premises and Equipment, Net of Disposals
              
              
              (1,592
              )
              
              
              (1,395
              )Proceeds
      from Sale of Premises and Equipment
              
              
              31
              
              
              
              87Proceeds
      from Sale of Insurance Agency Subsidiary
              
              
              1,250
              
              
              
              0Proceeds
      from Sale of Other Real Estate
              
              
              68
              
              
              
              77Net
      Cash Used by Investing Activities
              
              
              (88,341
              )
              
              
              (17,734
              )Cash
      Flows from Financing Activities:Net
      Increase in Demand Deposits, Savings, NOW,Money
      Market and Other Deposits
              
              
              58,063
              
              
              
              16,601Net
      Increase in Certificates of Deposit
              
              
              11,901
              
              
              
              5,238Net
      Increase in Short-Term Borrowings
              
              
              4,862
              
              
              
              5,577Increase
      in Long-Term Borrowings
              
              
              22,000
              
              
              
              20,000Repayment
      of Long-Term Borrowings
              
              
              (2,442
              )
              
              
              (17,096
              )Purchase
      of Treasury Stock
              
              
              0
              
              
              
              (605
              )Cash
      Dividends Paid
              
              
              (2,993
              )
              
              
              (3,012
              )Net
      Cash Provided by Financing Activities
              
              
              91,391
              
              
              
              26,703Net
      Increase in Cash and Cash Equivalents
              
              
              6,704
              
              
              
              14,891Cash
      and Cash Equivalents at Beginning of Period
              
              
              18,942
              
              
              
              25,859Cash
      and Cash Equivalents at End of Period
              
              $
              25,646
              
              
              $
              40,750Supplemental
      Disclosures of Cash Flow Information:Cash
      Paid during Period for:Interest
              
              $
              14,962
              
              
              $
              15,591Income
      Taxes
              
              $
              2,025
              
              
              $
              2,210Non
      Cash Investing Activities:Change
      in Unrealized Loss on Securities
              
              $
              982
              
              
              $
              1,222Transfer
      of Loans to Other Real Estate
              
              $
              70
              
              
              $
              (334
              )Fair
      Value of Assets Acquired
              
              $
              0
              
              
              $
              504Fair
      Value of Assets Disposed Of
              
              $
              630
              
              
              $
              0Goodwill
      and Identifiable Intangible Assets Recognized in Purchase
      Combination
              
              $
              0
              
              
              $
              105Fair
      Value of Liabilities Assumed
              
              $
              0
              
              
              $
              444See
      accompanying notes to interim unaudited consolidated financial
      statements.





6
 Index







The
Wilber Corporation


Notes to
Unaudited Consolidated Interim Financial Statements





Note
1.  Basis of Presentation





The
accompanying unaudited consolidated interim financial statements include the
accounts of the Company and its wholly owned subsidiary, Wilber National Bank
(the "Bank"), and the Bank's wholly owned subsidiaries.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.  The accompanying unaudited consolidated interim
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America ("GAAP") for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial
statements.





The
preparation of financial statements in conformity with GAAP required management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.  In the opinion of management, the unaudited consolidated
interim financial statements include all necessary adjustments, consisting of
normal recurring accruals, necessary for a fair presentation for the periods
presented.  The results for the periods presented are not necessarily
indicative of results to be expected for the entire fiscal year or any other
interim period.





The data
in the consolidated balance sheet for December 31, 2007 was derived from the
Company's 2007 Annual Report on Form 10-K.  The Annual Report on Form
10-K includes the Company's audited consolidated statements of condition as of
December 31, 2007 and 2006, and the consolidated statements of income,
consolidated statements of cash flows, and consolidated statements of
shareholders’ equity and comprehensive income for each of the years in the
three-year period ended December 31, 2007.  That data, along with the
unaudited interim financial information presented in the consolidated statements
of condition as of September 30, 2008, the statements of income for the three-
and nine-month periods ended September 30, 2008 and 2007, and the statements of
changes in shareholders' equity and comprehensive income and statements of cash
flows for the nine month periods ended September 30, 2008 and 2007, should be
read in conjunction with the 2007 consolidated financial statements, including
the notes thereto.





Amounts
in prior period’s consolidated financial statements are reclassified when
necessary to conform to the current period's presentation.




Note
2.  Earnings Per Share





Basic
earnings per share (“EPS”) are calculated by dividing net income available to
common shareholders by the weighted average number of common shares outstanding
during the period.  Entities with complex capital structures must also
present diluted EPS, which reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common shares.  The Company does not have a complex capital
structure and, accordingly, has presented only basic EPS.






7
 Index


Note
3.  Guarantees





Stand-by
letters of credit written are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.  Those
guarantees are primarily issued to support public and private borrowing
arrangements, including bond financing and similar transactions.  The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers.  Since some
of the letters of credit are expected to expire without being drawn upon, the
total commitment amounts do not necessarily represent future cash
requirements.





The
estimated fair value of the Company’s stand-by letters of credit was $15,000 and
$16,000 at September 30, 2008 and December 31, 2007,
respectively.  The estimated fair value of stand-by letters of credit
at their inception is equal to the fee that is charged to the customer by the
Company.  Generally, the Company’s stand-by letters of credit have a
term of one year.  In determining the fair values disclosed above, the
fees were reduced on a straight-line basis from the inception of each stand-by
letter of credit to the respective dates above.




Note
      4.  Employee Benefit Plans




Effective
      February 28, 2006, the Company's defined benefit pension plan was
      frozen.  Under the frozen plan, no future benefits will be
      accrued for plan participants, nor will any new participants be enrolled
      in the plan.  This plan is sponsored by the Company's bank
      subsidiary.  Prior to being frozen, the plan covered employees
      who had attained the age of 21 and completed one year of service. Although
      the plan was frozen, the Company maintains the responsibility for funding
      the plan.  The Company's funding practice is to contribute at
      least the minimum amount annually to meet minimum funding
      requirements.  An annual minimum contribution is not required in
      2008 because the plan was more than 100% funded at the measurement
      date.  Plan assets consist primarily of marketable fixed income
      securities and common stocks. Plan benefits are based on years of service
      and the employee’s average compensation during the five highest
      consecutive years of the last ten years of
  employment.




The
      Components of Net Periodic Benefit, based on a measurement date as of the
      prior December 31, are:
 Three
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,dollars
      in thousands
              
              2008
              
              
              2007
              
              
              2008
              
              
              2007Service
      Cost
              
              $
              38
              
              
              $
              34
              
              
              $
              116
              
              
              $
              102Interest
      Cost
              
              
              227
              
              
              
              225
              
              
              
              681
              
              
              
              675Expected Return on Plan Assets
              
              
              (363
              )
              
              
              (331
              )
              
              
              (1,091
              )
              
              
              (993
              )Net
      Amortization
              
              
              0
              
              
              
              33
              
              
              
              0
              
              
              
              98$
              (98
              )
              
              $
              (39
              )
              
              $
              (294
              )
              
              $
              (118
              )
 In
      the first quarter of 2008, the Company recorded $98,000 as an increase to
      retained earnings resulting from the change of the pension measurement
      date from September 30 to December 31 as required by Statement of
      Financial Accounting Standards No. 158, "Employers' Accounting for Defined
      Benefit Pension and Other Postretirement Plans" ("SFAS No.
      158").




Note
      5. Other Comprehensive IncomeThe
      following is a summary of changes in other comprehensive income for the
      periods presented:Three
      Months Ended
            
            
            Nine
      Months EndedSeptember
      30,
            
            
            September
      30,dollars
      in thousands
            
            2008
            
            
            2007
            
            
            2008
            
            
            2007Unrealized
      Holding Gains Arising During the Period, Net of Tax(Pre-tax Amount of $138, $2,555, $1,280, and $1,234)
            
            $
            84
            
            
            $
            1,574
            
            
            $
            785
            
            
            $
            747Reclassification
      Adjustment for Gains Realized in Net IncomeDuring the Period, Net of Tax (Pre-tax Amount of ($38), ($12),
      ($298), and ($12))
            
            
            (23
            )
            
            
            (7
            )
            
            
            (183
            )
            
            
            (7
            )Change
      in Pension Asset (Pre-tax Amount of $0, $32, $0, and $98)
            
            
            0
            
            
            
            19
            
            
            
            0
            
            
            
            58Other
      Comprehensive Income
            
            $
            61
            
            
            $
            1,586
            
            
            $
            602
            
            
            $
            798










8
 Index


Note
      6.  Fair Value MeasurementsThe
      Company adopted Statement of Financial Accounting Standards No. 157, "Fair
      Value Measurements" ("SFAS No. 157"), effective January 1,
      2008.  SFAS No. 157 clarifies that fair value is an exit price,
      representing the amount that would be received to sell an asset or paid to
      transfer a liability in an orderly transaction between market
      participants.  Under SFAS No. 157, fair value measurements are
      not adjusted for transaction costs.  SFAS No. 157 establishes a
      fair value hierarchy that prioritizes the inputs to valuation techniques
      used to measure fair value.  The hierarchy gives the highest
      priority to unadjusted quoted prices in active markets for identical
      assets or liabilities (level 1 measurements) and the lowest priority to
      unobservable inputs (level 3 measurements).  The three levels of
      the fair value hierarchy under SFAS No. 157 are described
      below:Basis
      of Fair Value MeasurementLevel
      1 - Unadjusted quoted prices in active markets that are accessible at the
      measurement date for identical, unrestricted assets or
      liabilities;Level
      2 - Quoted prices for similar assets or liabilities in active markets,
      quoted prices in markets that are not active, or inputs that are
      observable, either directly or indirectly, for substantially the full term
      of the asset or liability;Level
      3 - Prices or valuation techniques that require inputs that are both
      significant to the fair value measurement and unobservable (i.e.,
      supported by little or no market activity).A
      financial instrument's level within the fair value hierarchy is based on
      the lowest level of input that is significant to the fair value
      measurement.The
      types of instruments valued based on quoted market prices in active
      markets include most U.S. government and agency securities, many other
      sovereign government obligations, liquid mortgage products, active listed
      equities, and most money market securities.  Such instruments
      are generally classified within level 1 or level 2 of the fair value
      hierarchy.  As required by SFAS No. 157, the Company does not
      adjust the quoted price for such instruments.The
      types of instruments valued based on quoted prices in markets that are not
      active, broker or dealer quotations, or alternative pricing sources with
      reasonable levels of price transparency include most investment-grade and
      high-yield corporate bonds; less liquid mortgage products; less liquid
      agency securities; less liquid listed equities; state, municipal, and
      provincial obligations; and certain physical commodities.  Such
      instruments are generally classified within level 2 of the fair value
      hierarchy.Level
      3 is for positions that are not traded in active markets or are subject to
      transfer restrictions, valuations are adjusted to reflect illiquidity
      and/or non-transferability, and such adjustments are generally based on
      available market evidence.  In the absence of such evidence,
      management's best estimate will be used.  Management's best
      estimate consists of both internal and external support on certain level 3
      investments.  Subsequent to inception, management only changes
      level 3 inputs and assumptions when corroborated by evidence such as
      transactions in similar instruments, completed or pending third-party
      transactions in the underlying investment or comparable entities,
      subsequent rounds of financing, recapitalizations and other transactions
      across the capital structure, offerings in the equity or debt markets, and
      changes in financial ratios or cash
flows.









9
 Index





Note
      6. Fair Value Measurements, ContinuedThe
      following are the major categories of assets measured at fair value on a
      recurring
      basis at September 30, 2008, using quoted prices in active markets for
      identical assets (Level 1), significant other observable inputs (Level 2),
      and significant unobservable inputs (Level
3).


Level
      1Quoted
              
              
              Level
      2Prices
      in
              
              
              Significant
              
              
              Level
      3Active
      Markets
              
              
              Other
              
              
              Significant
              
              
              Total
      atfor
      Identical
              
              
              Observable
              
              
              Unobservable
              
              September
      30,dollars
      in thousands
              
              Assets
              
              
              Inputs
              
              
              Inputs
              
              
              2008Trading
      Securities
              
              $
              1,392
              
              
              $
              0
              
              
              $
              0
              
              
              $
              1,392Available-for-Sale
      Securities
              
              
              0
              
              
              
              242,128
              
              
              
              0
              
              
              
              242,128Total
              
              $
              1,392
              
              
              $
              242,128
              
              
              $
              0
              
              
              $
              243,520


The
      price evaluations for our level 2 available-for-sale securities are good
      faith opinions as to what a buyer in the marketplace would pay for a
      security (typically in an institutional round lot position) in a current
      sale.  The evaluation considers interest rate movements, new
      issue information, and other pertinent data.  Fair values for
      investments were based on quoted market prices, where available, as
      provided by third party vendors.  If quoted market prices were
      not available, fair values provided by the vendors were based on quoted
      market prices of comparable instruments in active markets and/or based on
      a matrix pricing methodology that employs the Securities Industry and
      Financial Markets Association standard calculations for cash flow and
      price/yield analysis, or live benchmark bond pricing, or terms/conditions
      data available from major pricing sources.  SFAS No. 157
      requires disclosure of assets and liabilities measured at fair value on a
      non-recurring basis.Simultaneously
      with the adoption of SFAS No. 157, the Company adopted Statement of
      Financial Accounting Standards No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities" ("SFAS No. 159"), effective
      January 1, 2008.  SFAS No. 159 gives entities the option to
      measure eligible financial assets, financial liabilities, and Company
      commitments at fair value (i.e., the fair value option), on an
      instrument-by-instrument basis, that are otherwise not permitted to be
      accounted for at fair value under other accounting
      standards.  The election to use the fair value option is
      available when an entity first recognizes a financial asset or financial
      liability or upon entering into a Company
      commitment.  Subsequent changes in fair value must be recorded
      in earnings.  Additionally, SFAS No. 159 allows for a one-time
      election for existing positions upon adoption, with the transition
      adjustment recorded to beginning retained earnings.  SFAS No.
      159 does not affect any existing accounting literature that requires
      certain assets and liabilities to be carried at fair value and does not
      eliminate disclosure requirements included in other accounting standards.
      As of September 30, 2008, the Company has not
      elected the fair value option for any eligible
    items.




SFAS
      No. 157 requires disclosure of assets and liabilities measured and
      recorded at fair value on a non-recurring basis.  In accordance
      with the provisions of SFAS No. 114, “Accounting by Creditors for
      Impairment of a Loan - an amendment of FASB Statements No. 5 and 15”
      (“SFAS No. 114”), the Company had collateral-dependent impaired loans with
      a carrying value of approximately $5.8 million, which had specific
      reserves included in the allowance for loan and lease losses of $1.1
      million at September 30, 2008.  At March 31, 2008 and June 30,
      2008, the Company established specific reserves of approximately $1.0
      million and $1.1 million, respectively, which were included in the
      provision for loan and lease losses as of the respective
      dates.  The Company uses the fair value of underlying collateral
      to estimate the specific reserves for collateral-dependent impaired
      loans.  Based on the valuation techniques used, the fair value
      measurements for collateral-dependent impaired loans are classified as
      Level 3.In
      accordance with Financial Accounting Standards Board Staff Position No.
      157-2, "Effective Date of FASB Statement No. 157," we have delayed the
      application of SFAS No. 157 for non-financial assets such as goodwill,
      real property held for sale, loans held for sale, and non-financial
      liabilities until January 1,
2009.


10
 Index




Note
      7.  Sale of SubsidiaryIn
      June 2008, the Company sold its membership interest in its former
      insurance agency subsidiary, Mang-Wilber, LLC.  Total proceeds
      from the sale were $1,258,000.  The Company recorded a $628,000
      gain on sale of its insurance agency subsidiary in non-interest
      income.











11
 Index




ITEM
2: Management’s Discussion and Analysis of Financial Condition and
Results of Operations





A.
General





The
primary objective of this quarterly report is to provide: (i) an overview of the
material changes in our financial condition, including liquidity and capital
resources, at September 30, 2008 as compared to December 31, 2007; (ii) a
comparison of our results of operations for the three-month period ended
September 30, 2008 as compared to the three-month period ended September 30,
2007; and (iii) a comparison of our results of operations for the nine-month
period ended September 30, 2008 as compared to the nine-month period ended
September 30, 2007.





Our
financial performance is heavily dependent upon net interest income, which is
the difference between the interest and dividend income earned on our loans and
investment securities less the interest paid on our deposits and
borrowings.  Results of operations are also affected by the provision
for loan losses, trust fees, service charges on deposit accounts, commission
income, net investment securities (losses) gains, the net gain on sale of loans,
increase in the cash surrender value on bank owned life insurance, gain on life
insurance, other service fees, gain on sale of consolidated insurance agency
subsidiary, and other income.  Our non-interest expenses consist of
salaries, employee benefits, occupancy expense, furniture and equipment expense,
computer service fees, advertising and marketing expense, professional fees,
other miscellaneous expenses, and income taxes.  Results of operations
are also influenced by general economic conditions (particularly changes in
interest rates and regional credit conditions), competitive conditions,
government policies, changes in federal or state tax law, and the actions of our
regulatory authorities.





Recent
Market Developments.  The financial services industry is facing
unprecedented challenges in the face of the current national and global economic
crisis.  The global and U.S. economies are experiencing significantly
reduced business activity as a result of, among other factors, disruptions in
the financial system during the past year.  Dramatic declines in the
housing market during the past year, with falling home prices and increasing
foreclosures and unemployment, have resulted in significant write-downs of asset
values by financial institutions, including government-sponsored entities and
major commercial and investment banks.  These write-downs, initially
of mortgage-backed securities, may spread to credit default swaps and other
derivative securities and have caused many financial institutions to either: (i)
seek additional capital, (ii) merge with larger and stronger institutions, or
(iii) fail.  It has never been our general business practice to
originate sub-prime residential mortgage loans, nor have we entered into any
credit default swap contracts.  In addition, the Company is fortunate
that the markets it serves have been impacted to a lesser extent than many areas
around the country.





In
response to the financial crises affecting the banking system and financial
markets, there have been several recent announcements of federal programs
designed to purchase assets from, provide equity capital to, and guarantee the
liquidity of the industry.





On
October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the “EESA”)
was signed into law.  The EESA authorizes the U.S. Treasury to, among
other things, purchase up to $700 billion of 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.  We did not originate or invest in sub-prime assets and,
therefore, do not expect to participate in the sale of any of our assets into
these programs.  EESA also immediately increases the FDIC deposit
insurance limit from $100 thousand per depositor to $250 thousand per depositor
through December 31, 2009.





On
October 14, 2008, the U.S. Treasury announced that it will purchase equity
stakes in a wide variety of banks and thrifts.  Under this program,
known as the Troubled Asset Relief Program Capital Purchase Program (the “TARP
Capital Purchase Program”), the U.S. Treasury will make $250 billion of capital
available (from the $700 billion authorized by the EESA) to U.S. financial
institutions in the form of preferred stock.  In conjunction with the
purchase of preferred stock, the U.S. Treasury will receive warrants to purchase
common stock with an aggregate market price equal to 15% of the preferred
investment.  Participating financial institutions will be required to
adopt the U.S. Treasury’s standards for


12
 Index


executive
compensation and corporate governance for the period during which the Treasury
holds equity issued under the TARP Capital Purchase Program.  The U.S.
Treasury also announced that nine large financial institutions have already
agreed to participate in the TARP Capital Purchase Program.  We are a
well capitalized financial institution and continue to lend in our core and new
markets throughout central New York.  Financial institutions have
until November 14, 2008 to express their desire to participate in the TARP
Capital Purchase Program.  We are carefully considering participating
in the program.  It is not clear at this time what impact the Treasury
efforts and other measures will have on the Bank or the financial markets as a
whole.  Management will continue to monitor the effects of these
programs as they relate to the Company and its future operations.





Critical Accounting Policies.
Our management considers the accounting policy relating to the allowance for
loan losses to be a critical accounting policy given the uncertainty in
evaluating the level of the allowance required to cover credit losses inherent
in the loan portfolio and the material effect that such judgments can have on
the results of operations.  While management’s September 30, 2008
evaluation of the allowance for loan losses indicated that the allowance was
adequate, under adversely different conditions or assumptions, the allowance
would need to be increased.  For example, if historical loan loss
experience significantly worsened or if current economic conditions
significantly deteriorated, additional provisions for loan losses would be
required to increase the allowance.  In addition, the assumptions and
estimates used in our internal reviews of non-performing loans and potential
problem loans had a significant impact on the overall analysis of the adequacy
of the allowance for loan losses.  While we have concluded that the
September 30, 2008 evaluation of collateral values was reasonable under the
circumstances, if collateral valuations were significantly lowered, our
allowance for loan losses would need to be increased.





Recent Accounting
Pronouncements.  In June 2008, the Financial Accounting
Standards Board (“FASB”) Emerging Issues Task Force (“EITF”) reached a consensus
on EITF Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature)
is Indexed to an Entity’s Own Stock” (“EITF 07-5”).  EITF 07-5 will be
effective for fiscal years beginning after December 15, 2008.  We are
currently evaluating the disclosure requirements under EITF 07-5.  We
do not expect EITF 07-5 to have a material impact on our financial condition or
results of operations.





In May
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No.
162”).  The new standard is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in
conformity with U.S. generally accepted accounting principles for
nongovernmental entities.  The hierarchy under SFAS No. 162 is as
follows:  A) FASB Statements of Financial Accounting Standards and
Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions,
and American Institute of Certified Public Accountants (“AICPA”) Accounting
Research Bulletins and Accounting Principles Board Opinions that are not
superseded by actions of the FASB; B) FASB Technical Bulletins and, if cleared
by the FASB, AICPA Industry Audit and Accounting Guides and Statements of
Position; C) AICPA Accounting Standards Executive Committee Practice Bulletins
that have been cleared by the FASB, consensus positions of the FASB EITF, and
the Topics discussed in Appendix D of “EITF Abstracts”(“EITF D-Topics”); and
D) Implementation guides (“Q&As”) published by the FASB staff, AICPA
Accounting Interpretations, AICPA Industry Audit and Accounting Guides and
Statements of Position not cleared by the FASB, and practices that are widely
recognized and prevalent either generally or in the industry.  SFAS
No. 162 will be effective 60 days following the SEC’s approval of the Public
Company Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.”  SFAS No. 162 is not expected to have a material impact
on our financial condition or results of operations.





In April
2008, the FASB issued FASB Staff Position 142-3, “Determination of the Useful
Life of Intangible Assets” (“FSP 142-3”).  FSP 142-3 amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under FASB
SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No.
142”).  The intent of FSP 142-3 is to improve the consistency between
the useful life of a recognized intangible asset under SFAS No. 142 and the
period of expected cash flows used to measure the fair value of the asset under
revised FASB SFAS


13
 Index


No. 141,
“Business Combinations” (“SFAS No. 141(R)”) and other U.S. generally accepted
accounting principles.  FSP 142-3 will be effective for fiscal years
and interim periods within those fiscal years beginning after December 15,
2008.  We are currently evaluating the disclosure requirements under
FSP 142-3.  We do not expect FSP 142-3 to have a material impact on
our financial condition or results of operations.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities” (“SFAS No. 161”).  The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity’s financial position, financial
performance, and cash flows.  The new standard also improves
transparency about the location and amounts of derivative instruments in an
entity’s financial statements; how derivative instruments and related hedged
items are accounted for under SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities;” and how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows.  SFAS No. 161 achieves these improvements by requiring
disclosure of the fair values of derivative instruments and their gains and
losses in a tabular format.  It also provides more information about
an entity’s liquidity by requiring disclosure of derivative features that are
credit risk–related.  Finally, it requires cross-referencing within
footnotes to enable financial statement users to locate important information
about derivative instruments.  SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged.  SFAS No. 161 is not
expected to have a material impact on our financial condition or results of
operations.





In
December 2007, FASB issued SFAS No. 141(R).  SFAS No. 141(R) retains
the fundamental requirements of SFAS No. 141 that the acquisition method of
accounting (formerly the purchase method) be used for all business combinations,
that an acquirer be identified for each business combination, and that
intangible assets be identified and recognized separately from
goodwill.  SFAS No. 141(R) requires the acquiring entity in a business
combination to recognize the assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited
exceptions.  Additionally, SFAS No. 141(R) changes the requirements
for recognizing assets acquired and liabilities assumed arising from
contingencies and recognizing and measuring contingent
consideration.  SFAS No. 141(R) also enhances the disclosure
requirements for business combinations.  SFAS No. 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008 and may not be applied before that date.





In
December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51,” (“SFAS No.
160”).  SFAS No. 160 amends Accounting Research Bulletin No. 51,
“Consolidated Financial Statements,” to establish accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary.  Among other things, SFAS No. 160
clarifies that a non-controlling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements and requires consolidated net income to be
reported at amounts that include the amounts attributable to both the parent and
the non-controlling interest.  SFAS No. 160 also amends SFAS No. 128,
“Earnings per Share,” so that earnings per share calculations in consolidated
financial statements will continue to be based on amounts attributable to the
parent.  SFAS No. 160 is effective for fiscal years and interim
periods within those fiscal years beginning on or after December 15, 2008 and is
applied prospectively as of the beginning of the fiscal year in which it is
initially applied except for the presentation and disclosure requirements, which
are to be applied retrospectively for all periods presented.  SFAS No.
160 is not expected to have a material impact on our financial condition or
results of operations.





B.
Financial Condition and Performance Overview





At
September 30, 2008, we remained a well capitalized financial
institution.  We do not originate or hold in the normal course of our
business sub-prime or Alt-A residential mortgage loans or investment securities
backed by sub-prime or Alt-A mortgage loans, and therefore have not experienced
any significant losses due to these practices.  In addition, we
monitor our liquidity position on a regular basis and do not
unduly


14
 Index


rely on
the wholesale credit markets for our funding.  The substantial
majority of our funding is provided through customer deposits.  We did
not experience any material deterioration in our financial condition during the
third quarter of 2008 due to the national financial markets crisis.





During
the nine-month period ended September 30, 2008, we substantially increased our
total assets, total deposits, and total loans.  In particular, during
the period, total assets increased $94.538 million or 11.9%, from $793.680
million at December 31, 2007 to $888.218 million at September 30,
2008.  Although we did not acquire or purchase any new companies or
branches during the first nine months of 2008, total deposits increased
significantly during the period, from $657.494 million at December 31, 2007 to
$727.458 million at September 30, 2008, a $69.964 million or 10.6%
increase.  Between December 31, 2007 and September 30, 2008, the
outstanding balances in our certificates of deposit (over $100,000), NOW
account, and money market deposit account portfolios increased
substantially.  A significant portion of this growth in deposits was
due to an increase in municipal customer deposits, which, in turn, were invested
primarily in loans to our customers.  During 2008 we continued to
focus our sales and marketing efforts on originating commercial real estate,
commercial and industrial, and residential mortgage loans in our core market, as
well as our newer, more densely populated markets throughout central New
York.  These efforts helped increase total loans outstanding from
$445.105 million at December 31, 2007 to $533.552 million at September 30, 2008,
an $88.447 million or 19.9% increase during the first nine months of
2008.





During
the nine-month period ended September 30, 2008, some of our credit quality
measures declined moderately while others improved.  In particular,
the level of delinquent loans and the amount of net charge-offs increased,
particularly in our consumer loan portfolio.  We attribute these
increases to a rise in gasoline prices and the related economic strains placed
upon consumers.  In addition, although the amount of non-performing
loans has not fluctuated significantly throughout 2008, during the third quarter
we identified modest amounts of additional impairment in some of the
non-performing loans.





The
allowance for loan losses increased $248 thousand or 3.6%, from $6.977 million
at December 31, 2007 to $7.225 million at September 30, 2008.  During
the nine-month period ended September 30, 2008, we recorded $900 thousand in the
provision for loan losses as compared to $652 thousand in net
charge-offs.  The allowance for loan losses to total loans outstanding
decreased from 1.6% at December 31, 2007 to 1.4% at September 30,
2008.  The decline in this ratio was primarily due to significant loan
growth during the first nine months of 2008.  New loans, originated
based upon strong underwriting standards, generally have less identified risk of
loss than loans originated in previous periods.





Potential
problem loans decreased moderately between the periods.  Potential
problem loans are loans that are currently performing, but where information
about possible credit problems exists.  Between December 31, 2007 and
September 30, 2008, several large commercial loans were repaid by the borrower
or were upgraded and removed from potential problem loan status on our internal
loan grading system.  In addition, certain loans identified in
previous periods as potential problem loans were moved to non-performing
status.





Net
income and earnings per share were $1.383 million and $0.13, respectively, for
the three-month period ended September 30, 2008.  This compares to net
income and earnings per share of $1.991 million and $0.19, respectively, for the
three-month period ended September 30, 2007.





Similarly,
during the nine-month period ended September 30, 2008, we recorded net income
and earnings per share of $4.228 million and $0.40, respectively, as compared to
net income and earnings per share of $6.347 million and $0.60, respectively, for
the nine-month period ended September 30, 2007.





The
significant decreases in net income and earnings per share between comparable
three- and nine-month periods were attributable to a few primary factors, namely
a significant increase in total non-interest expense, a decrease in total
non-interest income, and an increase in the provision for loan
losses.  During 2006, we adopted a strategic plan to accelerate the
growth of the Company’s earning assets, particularly loans.  To
fulfill our growth objectives, we expanded into new geographic markets and
opened a loan production office in Cicero, New York (Onondaga County) in the
first quarter of 2008 and a full-service branch office in Halfmoon, New York
(Saratoga County) in the second quarter of 2008.  We also hired
additional sales, branch, and operations personnel and outsourced our core
computer operating system to accommodate both the current and anticipated
growth.  These activities caused a significant increase in total
non-interest expense.  Due to the loan growth and an increase in the
associated probable estimated losses in the loan portfolio, it was also
necessary to increase the provision for loan losses during
2008.


15
 Index





In
addition, during the nine-month period ended September 30, 2008, we recorded
$192 thousand in losses on the impairment and sale of fixed assets, most of
which was due to the abandonment of a plan to build a branch
office.  Specifically, we abandoned the development of a branch office
in Dewitt, New York (Onondaga County) and recorded a $178 thousand expense for
site planning, architectural design, and engineering studies in the second
quarter of 2008.  By comparison, during the nine-month period ended
September 30, 2007 we recognized a $352 thousand deferred gain on the sale of
our Norwich Town branch facility (and other equipment).  These items
were responsible for $544 thousand of the decrease in non-interest income
between the comparable nine-month periods ended September 30, 2007 and
2008.





The
following tables set forth in this quarterly financial report provide readers
with supplementary information that is not directly obtainable from the interim
unaudited financial statements provided in PART I, Item 1 of this quarterly
report.  These tables are to be read in conjunction with our
management discussion and analysis narrative regarding the financial condition,
results of operations, liquidity, and capital resources contained within this
report.





Asset and
Yield Summary Table:





The
following tables set forth the total dollar amount and resultant yields of
interest income from average earning assets, as well as the interest expense on
average interest bearing liabilities for the periods stated.  No tax
equivalent adjustments were made.  Average balances are daily
averages.


16
 Index





For
      the Three Months Ended September 30,2008
            
            
            2007Average
              Outstanding
              Balance
            
            
            Interest
              Earned
      /Paid
            
            
            Yield
      /Rate
            
            
            Average
              Outstanding
              Balance
            
            
            Interest
              Earned
      /Paid
            
            
            Yield
      / Rate(Dollars
      in thousands)Earning
      Assets:Federal
      funds sold
            
            $
            15,164
            
            
            $
            78
            
            
            
            2.05
            %
            
            $
            19,113
            
            
            $
            245
            
            
            
            5.09
            %Interest
      bearing deposits
            
            
            5,216
            
            
            
            36
            
            
            
            2.75
            %
            
            
            12,416
            
            
            
            147
            
            
            
            4.70
            %Securities
      (1)
            
            
            300,830
            
            
            
            3,318
            
            
            
            4.39
            %
            
            
            275,366
            
            
            
            3,038
            
            
            
            4.38
            %Loans
      (2)
            
            
            515,948
            
            
            8,372
            
            
            
            6.46
            %
            
            
            431,704
            
            
            8,306
            
            
            
            7.63
            %Total
      earning assets
            
            
            837,158
            
            
            
            11,804
            
            
            
            5.61
            %
            
            
            738,599
            
            
            
            11,736
            
            
            
            6.30
            %Non-earning
      assets
            
            
            43,141
            
            
            
            
            
            
            
            
            
            
            
            40,373Total
      assets
            
            $
            880,299
            
            
            
            
            
            
            
            
            
            
            $
            778,972Liabilities:Savings
      accounts
            
            $
            70,044
            
            
            $
            70
            
            
            
            0.40
            %
            
            $
            76,173
            
            
            $
            115
            
            
            
            0.60
            %Money
      market accounts
            
            
            143,690
            
            
            
            722
            
            
            
            2.00
            %
            
            
            101,283
            
            
            
            995
            
            
            
            3.90
            %NOW
      accounts
            
            
            86,507
            
            
            
            242
            
            
            
            1.11
            %
            
            
            76,207
            
            
            
            250
            
            
            
            1.30
            %Time
      & other deposit accounts
            
            
            347,339
            
            
            
            3,174
            
            
            
            3.64
            %
            
            
            316,871
            
            
            
            3,486
            
            
            
            4.36
            %Borrowings
            
            
            78,129
            
            
            752
            
            
            
            3.83
            %
            
            
            63,381
            
            
            639
            
            
            
            4.00
            %Total
      interest bearing liabilities
            
            
            725,709
            
            
            
            4,960
            
            
            
            2.72
            %
            
            
            633,915
            
            
            
            5,485
            
            
            
            3.43
            %Non-interest
      bearing deposits
            
            
            77,934
            
            
            
            
            
            
            
            
            
            
            
            75,566Other
      non-interest bearing liabilities
            
            
            7,260
            
            
            
            
            
            
            
            
            
            
            
            4,493Total
      liabilities
            
            
            810,903
            
            
            
            
            
            
            
            
            
            
            
            713,974Shareholders'
      equity
            
            
            69,396
            
            
            
            
            
            
            
            
            
            
            
            64,998Total
      liabilities and shareholders' equity
            
            $
            880,299
            
            
            
            
            
            
            
            
            
            
            $
            778,972Net
      interest income
            
            
            
            
            
            $
            6,844
            
            
            
            
            
            
            
            
            
            
            $
            6,251Net
      interest rate spread (3)
            
            
            
            
            
            
            
            
            
            
            2.89
            %
            
            
            
            
            
            
            
            
            
            
            2.87
            %Net
      earning assets
            
            $
            111,449
            
            
            
            
            
            
            
            
            
            
            $
            104,684Net
      interest margin (4)
            
            
            
            
            
            
            
            
            
            
            3.25
            %
            
            
            
            
            
            
            
            
            
            
            3.36
            %Net
      interest margin (tax-equivalent)
            
            
            
            
            
            
            
            
            
            
            3.49
            %
            
            
            
            
            
            
            
            
            
            
            3.66
            %Ratio
      of earning assets to interest bearing liabilities
            
            
            115.36
            %
            
            
            
            
            
            
            
            
            
            
            116.51
            %




(1)
      Securities include trading, available-for-sale, held-to-maturity, and
      other investments. They are shown at average amortized cost with net
      unrealized gains or losses on securities available for sale included as a
      component of non-earning assets.(2)
      Average loans include loans held for sale, net deferred loan fees and
      costs, and non-accrual loans and exclude the allowance for loan
      losses.(3)
      Net interest rate spread represents the difference between the weighted
      average yield on interest-earning assets and the weighted average cost of
      interest-bearing liabilities.(4)
      The net interest margin, also known as the net yield on average
      interest-earning assets, represents net interest income as a percentage of
      average interest-earning assets.








17
 Index





For
      the Nine Months Ended September 30,2008
            
            
            2007Average
              Outstanding
              Balance
            
            
            Interest
              Earned
      /Paid
            
            
            Yield
      / Rate
            
            
            Average
              Outstanding
              Balance
            
            
            Interest
              Earned
      /Paid
            
            
            Yield
      / Rate(Dollars
      in thousands)Earning
      Assets:Federal
      funds sold
            
            $
            20,295
            
            
            $
            376
            
            
            
            2.47
            %
            
            $
            17,785
            
            
            $
            693
            
            
            
            5.21
            %Interest
      bearing deposits
            
            
            9,006
            
            
            
            186
            
            
            
            2.76
            %
            
            
            6,380
            
            
            
            227
            
            
            
            4.76
            %Securities
      (1)
            
            
            299,483
            
            
            
            9,919
            
            
            
            4.42
            %
            
            
            284,525
            
            
            
            9,348
            
            
            
            4.39
            %Loans
      (2)
            
            
            479,561
            
            
            24,021
            
            
            
            6.69
            %
            
            
            420,581
            
            
            23,994
            
            
            
            7.63
            %Total
      earning assets
            
            
            808,345
            
            
            
            34,502
            
            
            
            5.70
            %
            
            
            729,271
            
            
            
            34,262
            
            
            
            6.28
            %Non-earning
      assets
            
            
            43,268
            
            
            
            
            
            
            
            
            
            
            
            39,689Total
      assets
            
            $
            851,613
            
            
            
            
            
            
            
            
            
            
            $
            768,960Liabilities:Savings
      accounts
            
            $
            69,552
            
            
            $
            222
            
            
            
            0.43
            %
            
            $
            78,767
            
            
            $
            367
            
            
            
            0.62
            %Money
      market accounts
            
            
            130,502
            
            
            
            2,100
            
            
            
            2.15
            %
            
            
            93,341
            
            
            
            2,743
            
            
            
            3.93
            %NOW
      accounts
            
            
            86,067
            
            
            
            779
            
            
            
            1.21
            %
            
            
            78,224
            
            
            
            751
            
            
            
            1.28
            %Time
      & other deposit accounts
            
            
            346,878
            
            
            
            10,095
            
            
            
            3.89
            %
            
            
            315,893
            
            
            
            10,173
            
            
            
            4.31
            %Borrowings
            
            
            67,360
            
            
            1,958
            
            
            
            3.88
            %
            
            
            61,293
            
            
            1,836
            
            
            
            4.00
            %Total
      interest bearing liabilities
            
            
            700,359
            
            
            
            15,154
            
            
            
            2.89
            %
            
            
            627,518
            
            
            
            15,870
            
            
            
            3.38
            %Non-interest
      bearing deposits
            
            
            74,130
            
            
            
            
            
            
            
            
            
            
            
            72,853Other
      non-interest bearing liabilities
            
            
            7,402
            
            
            
            
            
            
            
            
            
            
            
            4,382Total
      liabilities
            
            
            781,891
            
            
            
            
            
            
            
            
            
            
            
            704,753Shareholders'
      equity
            
            
            69,722
            
            
            
            
            
            
            
            
            
            
            
            64,207Total
      liabilities and shareholders' equity
            
            $
            851,613
            
            
            
            
            
            
            
            
            
            
            $
            768,960Net
      interest income
            
            
            
            
            
            $
            19,348
            
            
            
            
            
            
            
            
            
            
            $
            18,392Net
      interest rate spread (3)
            
            
            
            
            
            
            
            
            
            
            2.81
            %
            
            
            
            
            
            
            
            
            
            
            2.90
            %Net
      earning assets
            
            $
            107,986
            
            
            
            
            
            
            
            
            
            
            $
            101,753Net
      interest margin (4)
            
            
            
            
            
            
            
            
            
            
            3.20
            %
            
            
            
            
            
            
            
            
            
            
            3.37
            %Net
      interest margin (tax-equivalent)
            
            
            
            
            
            
            
            
            
            
            3.44
            %
            
            
            
            
            
            
            
            
            
            
            3.65
            %Ratio
      of earning assets to interest bearing liabilities
            
            
            115.42
            %
            
            
            
            
            
            
            
            
            
            
            116.22
            %




(1)
      Securities include trading, available-for-sale, held-to-maturity, and
      other investments. They are shown at average amortized cost with net
      unrealized gains or losses on securities available for sale included as a
      component of non-earning assets.(2)
      Average loans include loans held for sale, net deferred loan fees and
      costs, and non-accrual loans and exclude the allowance for loan
      losses.(3)
      Net interest rate spread represents the difference between the weighted
      average yield on interest-earning assets and the weighted average cost of
      interest-bearing liabilities.(4)
      The net interest margin, also known as the net yield on average
      interest-earning assets, represents net interest income as a percentage of
      average interest-earning assets.


18
 Index





Table of
Non-Performing Assets:





The
following table sets forth information regarding non-performing loans and assets
as of the periods indicated:








Dollars
      in Thousands
            
            At
      September 30, 2008
            
            At
      December 31, 2007Loans
      in Non-Accrual Status:Residential
      real estate (1)
            
            $
            729
            
            
            $
            895Commercial
      real estate
            
            
            4,642
            
            
            
            4,341Commercial
      (2)
            
            
            698
            
            
            
            843Consumer
            
            
            42
            
            
            
            7Total
      non-accruing loans
            
            
            6,111
            
            
            
            6,086Loans
      Contractually Past Due 90 Days or More and Still Accruing
      Interest
            
            
            199
            
            
            
            50Troubled
      Debt Restructured Loans
            
            
            0
            
            
            
            0Total
      non-performing loans
            
            
            6,310
            
            
            
            6,136Other
      real estate owned
            
            
            158
            
            
            
            247Total
      non-performing assets
            
            $
            6,468
            
            
            $
            6,383Total
      non-performing assets as a percentage of total assets
            
            
            0.73
            %
            
            
            0.80
            %Total
      non-performing loans as a percentage of total loans
            
            
            1.18
            %
            
            
            1.38
            %


(1)
      Includes loans secured by 1-4 family dwellings, 5+ family residential
      dwellings, home equity loans, and residential construction
      loans.
              
              (2)
      Includes commercial and industrial loans, agricultural loans, and
      obligations (other than securities and leases) of states and political
      subdivisions in the United States.





19
 Index





Analysis
of the Allowance for Loan Losses Table:





The
following table sets forth changes in the allowance for loan losses for the
periods indicated:








Three
      months ended September 30,
            
            
            Nine
      months ended September 30,2008
            
            
            2007
            
            
            2008
            
            
            2007(Dollars
      in thousands)
            
            
            (Dollars
      in thousands)Balance
      at beginning of period
            
            $
            6,965
            
            
            $
            6,830
            
            
            $
            6,977
            
            
            $
            6,680Charge
      offs:Residential
      real estate (1)
            
            
            0
            
            
            
            0
            
            
            
            7
            
            
            
            97Commercial
      real estate
            
            
            0
            
            
            
            0
            
            
            
            88
            
            
            
            120Commercial
      (2)
            
            
            83
            
            
            
            84
            
            
            
            199
            
            
            
            189Consumer
            
            
            274
            
            
            
            127
            
            
            
            678
            
            
            
            503Total
      charge offs
            
            
            357
            
            
            
            211
            
            
            
            972
            
            
            
            909Recoveries:Residential
      real estate (1)
            
            
            11
            
            
            
            0
            
            
            
            70
            
            
            
            22Commercial
      real estate
            
            
            0
            
            
            
            23
            
            
            
            43
            
            
            
            64Commercial
      (2)
            
            
            8
            
            
            
            15
            
            
            
            32
            
            
            
            132Consumer
            
            
            98
            
            
            
            69
            
            
            
            175
            
            
            
            237Total
      recoveries
            
            
            117
            
            
            
            107
            
            
            
            320
            
            
            
            455Net
      charge-offs
            
            
            240
            
            
            
            104
            
            
            
            652
            
            
            
            454Provision
      for loan losses
            
            
            500
            
            
            150
            
            
            
            900
            
            
            650Balance
      at end of period
            
            $
            7,225
            
            
            $
            6,876
            
            
            $
            7,225
            
            
            $
            6,876Ratio
      of net charge-offs during the period to average loans outstanding during
      the period (annualized)
            
            
            0.19
            %
            
            
            0.10
            %
            
            
            0.18
            %
            
            
            0.14
            %Allowance
      for loan losses to total loans
            
            
            1.35
            %
            
            
            1.58
            %
            
            
            1.35
            %
            
            
            1.58
            %Allowance
      for loan losses to non-performing loans
            
            
            115
            %
            
            
            132
            %
            
            
            115
            %
            
            
            132
            %(1)
      Includes loans secured by 1-4 family dwellings, 5+ family residential
      dwellings, home equity loans, and residential construction
      loans.
              
              (2)
      Includes commercial and industrial loans, agricultural loans, and
      obligations (other than securities and leases) of states and political
      subdivisions in the United States.





20
 Index





C.
Comparison of Financial Condition at September 30, 2008 and December 31,
2007





Overview.  Total
assets increased $94.538 million or 11.9% during the first nine months of
2008.  As of September 30, 2008, total assets were $888.218
million.  This compares to $793.680 million in total assets at
December 31, 2007.   During the first nine months of 2008, we
continued to focus our personnel, marketing, and operational resources on
increasing the outstanding balances in our commercial, residential, and consumer
loan portfolios.  In addition, we expanded our geographic market by
opening a loan production office in Cicero, New York (Onondaga County) and a new
full-service branch in Halfmoon, New York (Saratoga County).  Due to
these efforts, approximately 94% of the growth in total assets was recorded in
the loan portfolio.  Between December 31, 2007 and September 30, 2008,
total loans increased from $445.105 million to $533.552 million, an $88.447
million or 19.9% increase.





The
growth in total assets was funded by increases in both total deposits and
borrowings.  Throughout the first nine months of 2008, the outstanding
balances in our interest-bearing, non-maturity deposit account liabilities and
certificates of deposit (over $100,000) increased rapidly due principally to
municipal deposit growth.  Total deposits increased $69.964 million or
10.6% over the first nine months of 2008, from $657.494 million at December 31,
2007 to $727.458 million at September 30, 2008.





Borrowings
increased from $57.324 million at December 31, 2007 to $81.744 million at
September 30, 2008, a $24.420 million or 42.6% increase.  During the
first nine months of 2008, we originated and held for our loan portfolio a pool
of 15 to 30-year fixed rate residential mortgage loans, as well as several large
commercial real estate loans with a fixed rate of interest for up to 10
years.  To mitigate the interest rate risk associated with these
lending activities, we borrowed funds at the Federal Home Loan Bank of New York
(“FHLBNY”).





Total
shareholders’ equity increased slightly during the first nine months of 2008,
from $69.399 million at December 31, 2007 to $69.797 million at September 30,
2008, a $398 thousand or 0.6% increase.  Retained earnings decreased
from $93.618 million at December 31, 2007 to $93.414 million at September 30,
2008.  During the nine-month period ended September 30, 2008, we
recorded net income of $4.228 million and paid $2.993 million in cash dividends
to shareholders.  In addition, we recorded a $1.537 million decrease
to retained earnings in conjunction with the adoption of new accounting guidance
promulgated by the EITF, which required us to record the post-retirement aspects
of our executive split-dollar life insurance benefit plan through retained
earnings.  Finally, between December 31, 2007 and September 30, 2008
there was a slight decrease in the general level of interest rates due to a
slowing national economy.  This helped increase the fair value of our
available-for-sale investment securities portfolio, resulting in a $602 thousand
net change in accumulated other comprehensive income / (loss) between December
31, 2007 and September 30, 2008.  Accumulated other comprehensive
income at September 30, 2008 was $330 thousand.  This compares to an
accumulated other comprehensive loss of $272 thousand at December 31,
2007.  Total shareholders’ equity to total assets was 7.86% at
September 30, 2008 as compared to 8.74% at December 31, 2007.





Pension
Asset.  During the third quarter of 2008, there was a
precipitous decline in the domestic and international equity
markets.  The Company’s pension plan is highly dependent on the
financial performance of these markets, and, more specifically, the value of the
individual securities held by the plan traded on these markets.  Based
on preliminary information, our pension plan remained adequately funded at
September 30, 2008 under the 2006 Pension Protection Act
standards.  If existing conditions remain unchanged, however, we
anticipate that the pension asset recorded on the balance sheet will decrease
significantly during the fourth quarter of 2008 from its September 30, 2008
recorded value of $5.265 million.




Asset Quality.  We
use several measures to determine the overall credit quality of our loan
portfolio.  These include the level of delinquent loans (those 30 or
more days delinquent, excluding non-performing loans), the level of
non-performing loans, the level of impaired loans, the level of potential
problem loans, and the dollar amount and type of loan charge-offs we
experience.  Between December 31, 2007 and September 30, 2008, some of
our credit quality measures improved, while others worsened
modestly.  The amount of non-performing loans, net charge-offs, and
delinquent loans increased, while potential problem loans
decreased.  However, non-performing loans and delinquent loans as a
percentage of total loans outstanding decreased between comparable periods due
principally to a significant increase in the loans outstanding.





Total
non-performing loans, which include non-accruing loans, loans 90 days or more
past due and still


21
 Index


accruing
interest, and troubled debt restructured loans, increased $174 thousand or 2.8%
during the first nine months of 2008, from $6.136 million at December 31, 2007
to $6.310 million at September 30, 2008.  At September 30, 2008, the
total non-performing loans as a percentage of total loans outstanding were
1.2%.  This compares to 1.4% at December 31, 2007.  Between
December 31, 2007 and September 30, 2008, the level of non-performing loans
secured by commercial real estate increased, while the level of non-performing
commercial and industrial loans and loans secured by residential properties
decreased.





Potential
problem loans are loans that are currently performing, but where information
about possible credit problems exists.  The amount of potential
problem loans may vary significantly from quarter to quarter due to the
significant volume of commercial loans with balances in excess of $1.000
million.  During the first nine months of 2008, potential problem
loans decreased $3.101 million, from $6.325 million at December 31, 2007 to
$3.224 million at September 30, 2008.  Potential problem loans as a
percent of total loans outstanding equaled 0.6% at September 30, 2008, versus
1.4% at December 31, 2007.  Between December 31, 2007 and September
30, 2008, several large commercial loans were repaid by the borrower or were
upgraded and removed from potential problem loan status on our internal loan
grading system.  In addition, certain loans identified in previous
periods as potential problem loans were moved to non-performing
status.





We
recorded net loan charge-offs of $652 thousand during the nine-month period
ended September 30, 2008.  This compares to $454 thousand for the same
period last year.  Annualized net loan charge-offs as a percent of
average total loans outstanding was 0.18% for the nine-month period ended
September 30, 2008, versus 0.14% for the same period last year.  The
increase in net charge-offs between comparable nine-month periods was
principally due to an increase in losses on consumer installment loans secured
by automobiles.





Delinquent
loans, which are loans that are currently performing but where the borrower is
30 or more days late in making a scheduled payment, totaled $4.287 million or
0.8% of total loans outstanding at September 30, 2008.  By comparison,
at December 31, 2007 delinquent loans totaled $3.917 million or 0.9% of total
loans outstanding.  This represents a $370 thousand or 9.5% increase
between the periods.  Although there was an increase in the level of
delinquent loans, we consider these levels of delinquency to be manageable and
well within management’s target range of less than 2.0% of total
loans.





The
allowance for loan losses increased modestly between December 31, 2007 and
September 30, 2008.  At September 30, 2008 the allowance for loan
losses was $7.225 million or 1.4% of loans outstanding.  This compares
to $6.977 million or 1.6% of loans outstanding at December 31, 2007, a $248
thousand or 3.6% increase between the periods.  The allowance for loan
losses to total loans outstanding decreased between comparable periods
principally because loans outstanding increased significantly between the
periods.  In addition, non-performing loans to total loans outstanding
and potential problem loans decreased between the comparable
periods.  This was consistent with management’s strategic plan to
increase loans outstanding to credit-worthy borrowers.  We recorded
$652 thousand of net charge-offs and $900 thousand in the provision for loan
losses during the first nine months of 2008, resulting in a $248 thousand
increase in the allowance for loan losses during the period.  Both our
management and Board of Directors deemed the allowance for loan losses adequate
at September 30, 2008 and December 31, 2007.





The
credit quality of our debt securities is strong.  At September 30,
2008, 99.8% of the securities held in our available-for-sale and
held-to-maturity investment securities portfolios (excluding notes issued
directly by the Bank to local municipalities) were rated “A” or better by
Moody’s credit rating services; 88.8% were rated “AAA.”  This compares
to 99.5% and 95.5%, respectively, at December 31, 2007.  The decrease
in “AAA” rated investment securities was principally due to the downgrade of
approximately $10.600 million of insured municipal investment securities from
“AAA” to “AA” during the second quarter of 2008.





During
the nine-month period ended September 30, 2008, we did not hold any FannieMae or
FreddieMac preferred stock or any other debt securities that were determined to
be other than temporarily impaired.  At September 30, 2008, however,
we held $39.429 million (par value) of available-for-sale and held-to-maturity
mortgage-backed securities guaranteed by these two agencies.  The
“AAA” credit quality status applied to these securities was effectively
reaffirmed during the third quarter of 2008 when the U.S. federal government
agreed to provide financial assistance to these government-sponsored
enterprises.





22
 Index


Obligations
of States and Political Subdivisions (Municipal Bonds) Credit Quality
Table:





The
following table summarizes the insured and uninsured status of the Bank’s
municipal securities portfolio (excluding notes issued directly by the Bank to
local municipalities) at September 30, 2008.  The values and
percentages presented are based on the par value of the municipal securities
portfolio at September 30, 2008.





dollars
      in thousandsAAA
      (1)
              AA
              A
              BAA
              Not
      Rated
              TotalUninsured
      / Unenhanced
              Insured
      / Enhanced
              Uninsured
      / Unenhanced
              Insured
      / Enhanced
              Unenhanced
              Enhanced
              Enhanced
              Unenhanced$7,915
              $13,070
              $8,735
              $14,575
              $1,270
              $5,025
              $480
              $445
              $51,51515.0%
              24.7%
              16.5%
              27.6%
              2.4%
              9.5%
              0.9%
              0.8%Total
      AAA
              $20,985
              Total
      AA
              $23,310
              Total
      A
              $6,29539.7%
              
              44.1%
              
              11.9%(1)  Moody's
      ratings





We
purchase our municipal securities based on the underlying creditworthiness of
the issuing municipality and have not relied on the insurance enhancement
attached to the security.





D.
Comparison of Results of Operations for the Three Months Ended September 30,
2008 and 2007





Overview.There
was a significant decrease in our net income and earnings per share between
comparable three-month periods ended September 30, 2008 and
2007.  During the third quarter of 2008, we recorded net income and
earnings per share of $1.383 million and $0.13, respectively.  This
compares to net income of $1.991 million and earnings per share of $0.19 during
the third quarter of 2007.  The $608 thousand decrease in net income
and the $0.06 decrease in earnings per share between comparable quarters were
due to a significant increase in non-interest expense, an increase in the
provision for loan losses, and a decrease in non-interest income, offset, in
part, by an increase in net interest income and a decrease in income
taxes.  During the first nine months of 2008 we implemented several
market expansion, growth, and back office improvement initiatives, which caused
a significant increase in non-interest expense.  In the third quarter
of 2008 we recorded $5.994 million of non-interest expense.  This
compares to $5.102 million in non-interest expense recorded in the third quarter
of 2007, an $892 thousand or 17.5% increase between comparable
quarters.





Total
non-interest income decreased from $1.568 million in the third quarter of 2007
to $1.367 million in the third quarter of 2008, a $201 thousand or 12.8%
decrease.  During the third quarter of 2008 we recorded $86 thousand
in net investment securities losses as compared to a $22 thousand net gain in
the third quarter of 2007, causing a $108 thousand net decrease in non-interest
income on a comparable quarter basis.  In addition, during the third
quarter of 2008 we did not record any commission income due to the sale of our
insurance agency subsidiary in the prior quarter.  By comparison, in
the third quarter of 2007 we recorded $112 thousand of commission
income.





We
recorded $500 thousand in the provision for loan losses in the third quarter of
2008 as compared to $150 thousand in the third quarter of 2007, a $350 thousand
increase.  The increase in the provision for loan losses between
comparable periods was due principally to a significant increase in the average
outstanding loan balance and an increase in delinquent loans.





The
increase in non-interest expense, decrease in non-interest income, and increase
in the provision for loan losses between the third quarter of 2007 and the third
quarter of 2008 were offset, in part, by a significant increase in net interest
income.  Between the third quarter of 2007 and the third quarter of
2008, average outstanding loans increased $84.244 million.  The
increase in the average outstanding loan balances, our highest-yielding earning
asset portfolio, between comparable quarters was the principal reason net
interest income increased $593 thousand or 9.5% on a period to period
basis.





The
decrease in net income resulted in a decrease in both the return on average
assets and the return on average shareholders’ equity.  The return on
average assets was 0.62% in the third quarter of 2008 as compared to 1.01% in
the third quarter of 2007.  Similarly, the return on average
shareholders’ equity


23
 Index


decreased
from 12.15% in the third quarter of 2007 to 7.93% in the third quarter of
2008.





Net Interest
Income.  Net interest income is our most significant source of
revenue.  During the third quarter of 2008, net interest income
comprised 83% of our net revenue (net interest income plus non-interest
income).  This compares to 80% in the third quarter of
2007.  For the three-month period ended September 30, 2008, our net
interest income was $6.844 million.  By comparison, for the
three-month period ended September 30, 2007, our net interest income was $6.251
million.  The $593 thousand or 9.5% increase in net interest income
between comparable periods was due, in large part, to a significant increase in
our earning asset balances, particularly loans.  During the third
quarter of 2008, average earning assets totaled $837.158
million.  This compares to average earning assets of $738.599 million
in the third quarter of 2007, a $98.559 million or 13.3% increase between
comparable quarters.  The third quarter of 2008 marks the second
consecutive quarter in which net interest income increased.





The yield
on our earning assets decreased 69 basis points between comparable three-month
periods, from 6.30% in the third quarter of 2007 to 5.61% in the third quarter
of 2008.  Between September 2007 and April 2008, the Federal Open
Market Committee lowered the target federal funds interest rate by 325 basis
points, from 5.25% to 2.00%, due to a slowing national economy.  This,
in turn, caused a decrease in the national prime lending rate, an interest rate
to which a significant portion of our loan portfolio is
indexed.  These actions, along with decreases in other short-term
interest rates, reduced the yield on our federal funds sold, interest bearing
deposits (at other banks), and loans, which negatively affected interest
income.  Between these periods, however, we embarked on an aggressive
strategy to increase earning assets, particularly loans.  The increase
in the average outstanding volume of our earning assets due to these efforts
offset a substantial portion of the decrease in interest income caused by lower
earning asset yields.  We recorded $11.804 million of interest income
during the third quarter of 2008 as compared to $11.736 million in the third
quarter of 2007, a $68 thousand or 0.6% increase.  The interest income
recorded on loans, our highest yielding and largest earning asset portfolio,
increased $66 thousand, from $8.306 million in the third quarter of 2007 to
$8.372 million in the third quarter of 2008, despite a 117 basis point decrease
in yield between the periods.  The average outstanding balance of our
loan portfolio was $515.948 million in the third quarter of 2008 as compared to
$431.704 million in the third quarter of 2007, an $84.244 million or 19.5%
increase.





Although
we lowered most of the interest rates offered on our deposit accounts as
interest rates declined, our net interest margin declined on a comparable
quarter basis.  During the third quarter of 2008, our tax-equivalent
net interest margin was 3.49%.  This compares to 3.66% in the third
quarter of 2007, a 17 basis point decrease between comparable
quarters.





We
recorded $4.960 million in total interest expense during the third quarter of
2008 as compared to $5.485 million in the third quarter of 2007, a $525 thousand
or 9.6% decrease between the periods.  The significant decrease in
market interest rates between comparable periods allowed us to reduce the
average rate paid on all categories of our interest-bearing liabilities,
including money market deposit accounts and time and other deposit accounts, our
two largest and highest cost interest-bearing deposit liabilities.





During
the third quarter of 2008 we recorded $722 thousand of interest expense on our
money market deposit accounts at an average rate of 2.00%.  By
comparison, during the third quarter of 2007 we recorded $995 thousand of
interest expense at an average rate of 3.90%.  The 190 basis point
decrease in the average rate on these deposit liabilities was principally due to
a significant reduction in the interest rate offered on our “Wealth Management”
money market deposit account.





Similarly,
the interest expense recorded on time and other deposit accounts decreased $312
thousand between comparable quarters in spite of an increase in the average
volume of time and other deposit accounts outstanding.  During the
third quarter of 2008 the average rate paid on time and other deposit accounts
was 3.64%, versus 4.36% in the third quarter of 2007, a 72 basis point
decrease.





During
the third quarter of 2008 the average rate paid on interest-bearing liabilities
totaled 2.72%.  This compares to 3.43% during the third quarter of
2007.  The reduction in interest expense due to decreases in the
average rate paid on interest-bearing liabilities, totaling $1.306 million, was
partially offset by a $781 thousand increase in interest expense due to an
increase in the average volume of interest-bearing liabilities between
comparable periods.





Rate and Volume
Analysis.The purpose of a rate volume analysis is to identify
the dollar amount of change in net interest income due to changes in interest
rates versus changes in the volume of earning


24
 Index


assets
and interest-bearing liabilities.





Rate and
Volume Table:





The
following table presents changes in interest income and interest expense
attributable to changes in volume (change in average balance multiplied by prior
year rate), changes in rate (change in rate multiplied by prior year volume),
and the net change in net interest income.  The net change
attributable to the combined impact of volume and rate has been allocated to
each in proportion to the absolute dollar amount of change.  The table
has not been adjusted for tax-exempt interest.





For
      the Three Months Ended September 30,
            
            
            For
      the Nine Months Ended September 30,2008
      vs. 2007
            
            
            2008
      vs. 2007Rate
            
            
            Volume
            
            
            Total
            
            
            Rate
            
            
            Volume
            
            
            Total(Dollars
      in thousands)
            
            
            (Dollars
      in thousands)Earning
      assets:Federal
      funds sold
            
            $
            (125
            )
            
            $
            (42
            )
            
            $
            (167
            )
            
            $
            (404
            )
            
            $
            87
            
            
            $
            (317
            )Interest
      bearing deposits
            
            
            (46
            )
            
            
            (65
            )
            
            
            (111
            )
            
            
            (115
            )
            
            
            74
            
            
            
            (41
            )Securities
            
            
            7
            
            
            
            273
            
            
            
            280
            
            
            
            68
            
            
            
            503
            
            
            
            571Loans
            
            
            (1,432
            )
            
            
            1,498
            
            
            
            66
            
            
            
            (3,132
            )
            
            
            3,159
            
            
            
            27Total
      earning assets
            
            
            (1,596
            )
            
            
            1,664
            
            
            
            68
            
            
            
            (3,583
            )
            
            
            3,823
            
            
            
            240Interest
      bearing liabilities:Savings
      accounts
            
            
            (36
            )
            
            
            (9
            )
            
            
            (45
            )
            
            
            (105
            )
            
            
            (40
            )
            
            
            (145
            )Money
      market accounts
            
            
            (593
            )
            
            
            320
            
            
            
            (273
            )
            
            
            (1,506
            )
            
            
            863
            
            
            
            (643
            )NOW
      accounts
            
            
            (39
            )
            
            
            31
            
            
            
            (8
            )
            
            
            (43
            )
            
            
            71
            
            
            
            28Time
      & other deposit accounts
            
            
            (610
            )
            
            
            298
            
            
            
            (312
            )
            
            
            (1,022
            )
            
            
            944
            
            
            
            (78
            )Borrowings
            
            
            (28
            )
            
            
            141
            
            
            
            113
            
            
            
            (57
            )
            
            
            179
            
            
            
            122Total
      interest bearing liabilities
            
            
            (1,306
            )
            
            
            781
            
            
            
            (525
            )
            
            
            (2,733
            )
            
            
            2,017
            
            
            
            (716
            )Change
      in net interest income
            
            $
            (290
            )
            
            $
            883
            
            
            $
            593
            
            
            $
            (850
            )
            
            $
            1,806
            
            
            $
            956





Net
interest income increased $593 thousand between the third quarter of 2007 and
the third quarter of 2008.  Between the periods we recorded a $68
thousand increase in interest income and a $525 thousand decrease in interest
expense.  The increase in interest income between comparable quarters
was principally driven by a significant increase in the average loan balances
outstanding and, to a lesser extent, investment securities, offset, in part, by
a decrease in the yield on all categories of earning assets except
securities.  The decrease in interest expense was driven by a
reduction in the average interest paid on all categories of interest-bearing
liabilities, offset, in part, by an increase in the average volume in all
categories of interest-bearing liabilities except savings accounts.





Between
September 2007 and April 2008, the Federal Open Market Committee lowered the
federal funds target rate by 325 basis points due to a weakening national
economy.  The precipitous drop in the federal funds rate and other
market interest rates caused a significant reduction in both our
interest-earning asset yields and interest-bearing liability
costs.  Conversely, our strategy to increase the Company’s earning
assets contributed to increases in both interest income and interest expense due
to volume factors.  More specifically, net interest income increased
$883 thousand between the third quarter of 2007 and the third quarter of 2008
due to volume factors but was offset, in part, by a $290 thousand decrease in
net interest income due to rate factors.  Between the third quarter of
2007 and the third quarter of 2008, the volume of earning assets increased
$98.559 million, while the tax equivalent net interest margin decreased 17 basis
points, from 3.66% in the third quarter of 2007 to 3.49% in the third quarter of
2008.





Throughout
2007 and the first nine months of 2008, we focused our personnel and marketing
resources on increasing the outstanding balances in our loan portfolio with the
goal of increasing interest income.  Due to these efforts, we
increased the average outstanding balances in our loan portfolio from $431.704
million in the third quarter of 2007 to $515.948 million in the third quarter of
2008.  The growth in the loan portfolio contributed $1.498 million of
additional interest income between comparable quarters.  This
improvement, however, was offset by a $1.432 million decrease in interest income
due to a decrease in the average yield on loans between comparable quarters as
market interest rates dropped.  Due to these


25
 Index


two
factors, the interest income recorded on loans increased $66 thousand between
comparable quarters.





We
recorded a $167 thousand decrease in interest income on federal funds sold
between the third quarter of 2007 and the third quarter of
2008.  Between comparable quarters the yield on federal funds sold
declined 304 basis points and the average outstanding balance decreased from
$19.113 million in the third quarter of 2007 to $15.164 million in the third
quarter of 2008.  Due to these factors, the interest income on federal
funds sold between the periods decreased $125 thousand due to rate and $42
thousand due to volume.





The
interest income recorded on our investment securities portfolio increased $280
thousand between the third quarter of 2007 and the third quarter of 2008, $273
thousand due to volume and $7 thousand due to rate.  As we increased
deposit liabilities and borrowings between comparable periods, we invested a
portion of these funds in investment securities.  Between the
comparable quarters, maturing investment securities were replaced by new
investment securities at higher effective yields.  Many of the
securities that matured and amortized between June 2007 and September 2008 were
initially purchased during 2003, 2004, and 2005, when investment securities
yields were at historical lows.





The
average outstanding balances in our interest-bearing deposits at other banks
decreased from $12.416 million in the third quarter of 2007 to $5.216 million in
the third quarter of 2008.  Due to a decrease in short-term interest
rates between the periods, the average yield on this portfolio declined from
4.70% in the third quarter of 2007 to 2.75% in the third quarter of
2008.  The combination of these factors resulted in a $111 thousand
decrease in interest income on this portfolio between the periods, $65 thousand
due to volume and $46 thousand due to rate.





We
recorded $3.174 million in interest expense on time and other accounts during
the third quarter of 2008 as compared to $3.486 million in the third quarter of
2007, a $312 thousand or 9.0% decrease in interest expense between the
periods.  Due primarily to an increase in municipal customer
certificates of deposit, the average outstanding balances in time and other
deposit accounts increased $30.468 million between the third quarter of 2007 and
the third quarter of 2008.  This increase in the volume of time and
other deposit accounts increased interest expense $298 thousand between
comparable quarters.  As short-term interest rates dropped in late
2007 and the first half of 2008, we lowered the interest rates offered on new
and renewed certificates of deposit.  These rate factors caused
interest expense on time and other deposit accounts to decrease by $610 thousand
between comparable quarters.





Interest
expense on money market deposit accounts decreased $273 thousand between the
third quarter of 2007 and the third quarter of 2008.  As short-term
interest rates decreased between June 2007 and April 2008, we lowered the
interest rate paid on money market deposit accounts.  Although this
decreased interest expense on money market deposit accounts by $593 thousand
between the third quarter of 2007 and the third quarter of 2008, the decrease
was partially offset by a $320 thousand increase in interest expense on money
market deposit accounts due to volume.  The average outstanding
balance in money market accounts increased $42.407 million or 41.9% between
comparable quarters, from $101.283 million in the third quarter of 2007 to
$143.690 million in the third quarter of 2008.





In 2008
we decreased the interest rates paid on statement savings and passbook savings
accounts.  The low interest rates offered on these accounts caused a
decrease in the average outstanding balances on these accounts.  These
factors resulted in a $45 thousand decrease in interest expense between the
third quarter of 2007 and the third quarter of 2008, $36 thousand due to rate
and $9 thousand due to volume.





The
average rate paid on NOW accounts decreased from 1.30% in the third quarter of
2007 to 1.11% in the third quarter of 2008.  Despite the decrease in
the average rate paid on these accounts, the average outstanding balance in the
NOW account portfolio increased from $76.207 million in the third quarter of
2007 to $86.507 million in the third quarter of 2008 due principally to an
increase in municipal deposit accounts.  Between comparable periods,
interest expense on NOW accounts decreased $8 thousand.  The increase
in the volume of NOW accounts increased interest expense $31 thousand between
comparable periods, but was offset by a $39 thousand decrease in interest
expense due to a decrease in rate.





Between
the third quarter of 2007 and the third quarter of 2008, we secured long-term
borrowings to fund our long-term fixed-rate residential mortgage and commercial
real estate loans.  The interest rates on these new long-term
borrowings were generally less than the interest rates on maturing long-term
borrowings, which dropped our average cost of borrowings from 4.00% in the third
quarter of 2007 to


26
 Index


3.83% in
the third quarter of 2008.  Interest expense on borrowings increased
$113 thousand between comparable quarters.  An increase in the average
volume of borrowings increased interest expense by $141 thousand, while the
decrease in the average rate paid on borrowings decreased interest expense by $
28 thousand.





Provision for Loan
Losses.We recorded $500 thousand in the provision for loan
losses in the third quarter of 2008.  This compares to $150 thousand
for the third quarter of 2007, a $350 thousand increase.  The
provision for loan losses increased due to two principal
factors.  First, the average outstanding loan balance increased
significantly between comparable quarters.  During the third quarter
of 2007, the average outstanding loan balance was $431.704
million.  By comparison, the average outstanding loan balance was
$515.948 million during the third quarter of 2008, an $84.244 million or 19.5%
increase.  In addition we experienced an increase in the level of
delinquent loans.  Delinquent loans increased from $2.743 million or
0.6% of total loans outstanding on September 30, 2007 to $4.287 million or 0.8%
of total of loans outstanding on September 30, 2008.  We attribute
this increase to an increase in gasoline and other fuel costs and the general
economic slowdown.





Non-Interest
Income.  Non-interest income is comprised of trust fees,
service charges on deposit accounts, commission income, net investment
securities gains, net gain on sale of loans, income on bank-owned life
insurance, gain on life insurance coverage, other service fees, gain on sale of
insurance agency subsidiary, and other income.  Non-interest income
decreased in the three-month period ended September 30, 2008 as compared to the
three-month period ended September 30, 2007.  Specifically, total
non-interest income decreased from $1.568 million in the third quarter of 2007
to $1.367 million in the third quarter of 2008, a $201 thousand or 12.8%
decrease.  The decrease in non-interest income between comparable
quarters was principally due to a few significant factors including decreases in
commission income, net investment security gains (losses), and other income,
offset, in part, by a significant increase in service charges on deposit
accounts.





More
specifically, during the second quarter of 2008 we sold our membership interest
in Mang – Wilber LLC, our former insurance agency subsidiary.  For
this reason, we did not record any commission income during the third quarter of
2008.  By comparison, during the third quarter of 2007 we recorded
$112 thousand of commission income.





Trust
fees decreased $22 thousand or 4.7% between the three-month period ended
September 30, 2007 and the three-month period ended September 30,
2008.  During the third quarter of 2008 we recorded $451 thousand in
trust fees as compared to $473 thousand in the third quarter of
2007.  The decrease was principally due to a $50 thousand decrease in
executor fees recorded between comparable quarters, offset, in part, by a $23
thousand increase in account termination fees.





During
the third quarter of 2008 we recorded $589 thousand in service charges on
deposit accounts.  This compares to $478 thousand during the third
quarter of 2007, a $111 thousand or 23.2% increase.  The net increase
in service charges on deposit accounts was primarily due to two factors: an
increase in penalty charges on checking accounts and an increase in deposit
service charges on business checking accounts.  During 2007 we began
offering our courtesy overdraft service to more of our checking account
customers, causing an increase in the product’s usage and increasing penalty
charges on checking accounts.  In March 2008 we increased the monthly
and per item fees across our business checking account product
line.





During
the third quarter of 2008 we recognized net investment securities losses of $86
thousand.  The net loss was comprised of two
factors.  During the third quarter of 2008 we recorded $38 thousand in
net gains on the sale of available-for-sale equity securities.  We
held a portfolio of common stocks of other financial institutions but liquidated
the majority of the portfolio during the third quarter of 2008 due to the
national financial crisis.  This net gain was offset by $124 thousand
in losses on our trading securities.  Our trading securities portfolio
consists of mutual funds and individual equity and debt securities held by the
Company’s executive deferred compensation plan.  By comparison, during
the third quarter of 2007 we recorded net investment security gains totaling $22
thousand, $10 thousand due to an increase in the value of our trading securities
portfolio and $12 thousand in realized gains on the sale of available-for-sale
investment securities.





During
the first quarter of 2007 we acquired Provantage Funding Corporation
(“Provantage”), a New York State licensed mortgage banker, to gain a foothold in
the New York State Capital District market and provide additional residential
mortgage options to our borrowers.  During the third quarter of 2008
we merged Provantage into the Company’s principal subsidiary, Wilber National
Bank, to improve the overall


27
 Index


efficiency
of our mortgage origination process.  We now operate Provantage as a
division of Wilber National Bank.  In the normal course of its
business, our Provantage Home Loan division sells a portion of the loans it
originates to third party financial institutions.  These mortgages are
recorded in loans held for sale and sold to these third parties at a premium
(less the costs to sell), which is recorded as a component of net gain on sale
of loans.  During the third quarter of 2008 we recorded a $16 thousand
net gain on the sale of these loans.  This compares to $50 thousand
during the third quarter of 2007.  Although total residential mortgage
loan originations increased period over period, the net gain recorded on the
sale of these loans decreased because more of these loans were retained for our
own loan portfolio.





Non-Interest
Expense.  Non-interest expense is comprised of salaries,
employee benefits, occupancy expense, furniture and equipment expense, computer
service fees, advertising and marketing expense, professional fees, and other
miscellaneous expenses.  Total non-interest expense increased $892
thousand or 17.5% on a comparable quarter basis, from $5.102 million in the
third quarter of 2007 to $5.994 million in the third quarter of
2008.  The substantial increase in total non-interest expense between
comparable quarters was principally due to various market expansion, product
enhancement, and bank operating system enhancements.





Salaries
expense increased $281 thousand or 11.0% between comparable quarterly periods,
from $2.548 million in the third quarter of 2007 to $2.829 million in the third
quarter of 2008.  The increase in salaries expense between the
comparable periods was due primarily to an increase in base salaries,
commission, incentive, and overtime pay.  In the first quarter of 2008
we hired eight banking professionals from the Syracuse, New York marketplace to
staff our Cicero, New York (Onondaga County) loan representative office, and
during the second quarter of 2008 we opened a full-service branch office in
Halfmoon, New York (Saratoga County).  Finally, throughout 2007 and
the first nine months of 2008 we hired additional sales and operations staff and
provided merit pay raises to existing staff.  The increase in base
salaries, overtime, incentive, and commission pay, totaling $449 thousand, was
offset, in part, by a $168 thousand decrease in executive deferred compensation
pay between the periods.





We
recorded employee benefits expense of $677 thousand in the third quarter of 2008
as compared to $526 thousand in the third quarter of 2007, a $151 thousand or
28.7% increase.  During the third quarter of 2008 we recorded a $97
thousand increase in group health insurance expense, an $86 thousand increase in
401(k) plan expense, a $55 thousand increase in other benefits, and a $30
thousand increase in FICA expense.  These increases were offset by a
$117 improvement in various other benefit expenses including a $58 thousand
increase in the pension plan benefit and a $21 thousand decrease in employee
education expense.  The increase in employee benefits expense can be
largely attributed to our market expansion efforts and the associated increase
in full time equivalent employees.





On a
combined basis, occupancy expense of company premises and furniture and fixture
expense increased $102 thousand or 15.6%, from $653 thousand in the third
quarter of 2007 to $755 thousand in the third quarter of 2008.  During
2008, we began incurring a lease expense on two new facilities, namely our
representative loan office in Cicero, New York (Onondaga County) and our
full-service branch office facility in Halfmoon, New York (Saratoga
County).  In addition, during 2007 we made various investments in our
premises and equipment and assumed certain lease agreements in connection with
the Provantage acquisition. These endeavors increased depreciation expense,
equipment maintenance costs, building repairs, insurance cost, property taxes,
and rents between comparable periods.





Computer
service fees increased $241 thousand or 119.3% between comparable quarters, from
$202 thousand in the third quarter of 2007 to $443 thousand in the third quarter
of 2008.  During the first quarter of 2008 we transferred our core
computer system from our main office location in Oneonta, New York to a service
bureau environment in Albany, New York to enhance our business continuity plan
and minimize disruption of customer service.  We also converted our
payroll system from proprietary software to a third party software
provider.  On a combined basis, these two computer system changes were
responsible for $234 thousand or 97.1% of the net increase in computer service
fees period over period, $210 thousand due to the core system migration and $24
thousand due to the payroll system.





Advertising
and marketing expenses increased $57 thousand or 40.7% between comparable
quarters, from $140 thousand in the third quarter of 2007 to $197 thousand in
the third quarter of 2008.  To support our market expansion efforts
into the Capital District of New York and the Greater Syracuse market, we
engaged a professional public relations firm and purchased additional newspaper
and other advertising media spots during the third quarter of
2008.


28
 Index


Professional
fees increased modestly from $199 thousand in the third quarter of 2007 to $211
thousand in the third quarter of 2008, a $12 thousand or 6.0% increase. We
recorded a $26 thousand net increase in other miscellaneous legal and
professional fees, which was offset, in part, by a $14 thousand decrease in
audit expenses.





Other
miscellaneous expenses include directors’ fees, fidelity insurance, the Bank’s
OCC assessment, FDIC premiums and assessments, bad debt collection expenses,
correspondent bank services, service expenses related to the Bank’s accounts
receivable financing services, charitable donations and customer relations,
other losses, dues and memberships, office supplies, postage and shipping,
subscriptions, telephone expense, employee travel and entertainment, software
amortization, intangible asset amortization expense, OREO expenses (expenses
related to real estate properties formerly pledged as collateral on loans that
we have acquired through foreclosure proceedings or acceptance of a deed in lieu
of foreclosure), minority interest expense, stock exchange listing fees, and
several other miscellaneous expenses.  During the third quarter of
2008 other miscellaneous expenses increased $48 thousand or 5.8%, from $834
thousand in the third quarter of 2007 to $882 thousand in the third quarter of
2008.  The following table itemizes the individual components of other
miscellaneous expenses that increased (or decreased) significantly between
comparable periods:








For
      the ThreeMonths EndedSeptember 30,Description
      of Other Miscellaneous Expense
            
            2008
            
            
            2007
            
            
            Increase
      / (Decrease)dollars
      in thousandsBoard
      fees
            
            $
            54
            
            
            $
            65
            
            
            $
            (11
            )FDIC
      assessment
            
            
            30
            
            
            
            19
            
            
            
            11Donations
            
            
            9
            
            
            
            71
            
            
            
            (62
            )Office
      supplies
            
            
            84
            
            
            
            70
            
            
            
            14Postage
      and shipping
            
            
            100
            
            
            
            41
            
            
            
            59Telephone
      and communications
            
            
            114
            
            
            
            43
            
            
            
            71Other
      losses
            
            
            42
            
            
            
            14
            
            
            
            28Minority
      interest expense
            
            
            0
            
            
            
            23
            
            
            
            (23
            )Loss
      on disposal of other assets
            
            
            0
            
            
            
            42
            
            
            
            (42
            )All
      other miscellaneous expense items, net
            
            
            449
            
            
            
            446
            
            
            
            3Total
      Other Miscellaneous Expense
            
            $
            882
            
            
            $
            834
            
            
            $
            48





Due to
the recent global financial crisis and the related losses incurred by the FDIC
deposit insurance fund, we were recently advised that during 2009 there will be
a substantial increase in the FDIC insurance premium rates charged to member
banks.  Based on preliminary estimates, our FDIC related expense could
increase between $200 thousand and $250 thousand per quarter, or $800 thousand
to $1.000 million annually.





Income
Taxes.  Income tax expense decreased from $576 thousand during
the third quarter of 2007 to $334 thousand during the third quarter of
2008.  The decrease in income tax expense was primarily due to a
decrease in income before tax.  The effective tax rate decreased
between periods, from 22.4% in the third quarter of 2007 to 19.4% in the third
quarter of 2008.  In the third quarter of 2008 a larger proportion of
our income was derived from tax-exempt sources such as municipal bonds and notes
and bank-owned life insurance.





E.
Comparison of Results of Operations for the Nine Months Ended September 30, 2008
and 2007





Overview.  Net
income and earnings per share decreased significantly between the comparable
nine-month periods ended September 30, 2008 and 2007.  During the
first nine months of 2008 we recorded net income and earnings per share of
$4.228 million and $0.40, respectively.  This compares to net income
of $6.347 million and earnings per share of $0.60 during the first nine months
of 2007.  The $2.119 million decrease in net income and the $0.20
decrease in earnings per share between comparable periods were caused by a
significant decrease in non-interest income, a significant increase in
non-interest expense, and an increase in the provision for loan losses, offset
by an increase in net


29
 Index


interest
income and a decrease in income taxes.  Total non-interest income
decreased from $5.671 million in the first nine months of 2007 to $4.815 million
in the first nine months of 2008, an $856 thousand or 15.1%
decrease.  The decrease in non-interest income between comparable
periods was significantly impacted by five distinct events, two of which were
recorded in 2008 and three of which were recorded in 2007.





During
the first nine months of 2008 as compared to the corresponding period in 2007,
we recorded a significant increase in non-interest expense due principally to
our market expansion and asset growth strategy.  Salaries, benefits,
occupancy expense of bank premises, furniture and fixture expense, computer
service fees, advertising and marketing, and other miscellaneous expenses all
increased, while professional fees decreased.  Total non-interest
expense increased $2.526 million or 16.5% between comparable nine-month periods,
from $15.287 million in the nine-month period ended September 30, 2007 to
$17.813 million in the nine-month period ended September 30, 2008.





The
increase in non-interest expense, increase in the provision for loan losses, and
decrease in non-interest income were offset, in part, by a $956 thousand or 5.2%
increase in net interest income and a $557 thousand decrease in income
taxes.  Between the nine months ended September 30, 2007 and the nine
months ended September 30, 2008, we reduced the interest rates paid on
interest-bearing deposit accounts and recorded a $716 thousand decrease in
interest expense.  In addition, we increased the average outstanding
balances in all categories of earning assets, particularly loans, between
comparable periods in order to mitigate the decrease in interest income due to
declining asset yields.





The
provision for loan losses increased $250 thousand between the nine-month period
ended September 30, 2007 and the nine-month period ended September, 30 2008 due
primarily to a significant increase in the average outstanding loan
balance.  In addition, the level of delinquent loans increased between
the comparable periods due to a slowing economy and higher fuel
prices.





The
decrease in net income resulted in a decrease in both the return on average
assets and the return on average shareholders’ equity.  The return on
average assets was 0.66% in the first nine months of 2008 as compared to 1.10%
in the first nine months of 2007.  Similarly, the return on average
shareholders’ equity decreased from 13.22% in the first nine months of 2007 to
8.10% in the first nine months of 2008.





Net Interest
Income.  Net interest income is our most significant source of
revenue.  During the first nine months of 2008, net interest income
comprised 80.0% of our net revenue (net interest income plus non-interest
income).  This compares to 76.0% in the first nine months of
2007.  In the nine-month period ended September 30, 2008 our net
interest income was $19.348 million.  By comparison, for the
nine-month period ended September 30, 2007 our net interest income was $18.392
million.  The $956 thousand or 5.2% increase in net interest income
between comparable periods was due, in large part, to a significant increase in
our earning asset balances.  During the first nine months of 2008,
average earning assets totaled $808.345 million.  This compares to
average earning assets of $729.271 million in the first nine months of 2007, a
$79.047 million or 10.8% increase between the comparable periods.





Although
we lowered most of the interest rates offered on our deposit accounts as
interest rates declined, our net interest margin declined on a comparable period
basis.  During the first nine months of 2008, our tax-equivalent net
interest margin was 3.44%.  This compares to 3.65% in the first nine
months of 2007, a 21 basis point decrease between comparable
periods.





The yield
on our earning assets decreased 58 basis points between comparable nine-month
periods, from 6.28% in the first nine months of 2007 to 5.70% in the first nine
months of 2008.  Between September 2007 and April 2008, the Federal
Open Market Committee lowered the target federal funds interest rate by 325
basis points, from 5.25% to 2.00%, due to a slowing national
economy.  This, in turn, caused a decrease in the national prime
lending rate, an interest rate to which a significant portion of our loan
portfolio is indexed.  These actions, along with decreases in other
short-term interest rates, reduced the yield on our federal funds sold, interest
bearing deposits (at other banks), and loans between comparable nine-month
periods.  To counteract a decreasing net interest margin, we deployed
a strategy to grow the earning assets of the Company and increased the average
outstanding balances in all categories of earning assets over comparable nine
month periods with a special emphasis on loans, our highest yielding
portfolio.  The increase in the average outstanding volume of our
earning assets due to these efforts offset the decrease in interest income
caused by lower earning asset yields.  We recorded $34.502 million of
interest income during the nine-month period ended September 30, 2008 as
compared to $34.262 million in the nine-month period ended September 30, 2007, a
$240 thousand or 0.7% increase.  The interest income recorded on loans
increased $27 thousand or 0.1%, from $23.994 million


30
 Index


in the
first nine months of 2007 to $24.021 million in the first nine months of 2008,
despite a 94 basis point decrease in yield between the periods.  The
average outstanding balance of our loan portfolio was $479.561 million in the
nine-month period ended September 30, 2008 as compared to $420.581 million in
the nine-month period ended September 30, 2007, a $58.980 million or 14.0%
increase.





We
recorded $15.154 million in total interest expense during the nine-month period
ended September 30, 2008 as compared to $15.870 million in the nine-month period
ended September 30, 2007, a $716 thousand or 4.5% decrease between the
periods.  The significant decrease in market interest rates between
comparable periods allowed us to reduce the average rate paid on all categories
of our interest-bearing liabilities.  Between periods, however, the
average outstanding balance in savings accounts, the least expensive category of
interest-bearing deposits, decreased, while the average outstanding balances in
time accounts and money market accounts, our more expensive categories of
interest-bearing deposits, increased.  This change in the composition
of interest-bearing deposits reduced the potential cost savings of our deposit
rate actions between the periods.





Between
comparable nine-month periods, the average rate paid on savings accounts
decreased from 0.62% in the first nine months of 2007 to 0.43% in the first nine
months of 2008.  In addition, due to the low rate of interest offered
on savings accounts, the average outstanding balance in savings accounts
declined from $78.767 million in the first nine months of 2007 to $69.552
million in the first nine months of 2008, a $9.215 million or 11.7%
decrease.  Correspondingly, interest expense on savings accounts
decreased from $367 thousand in the nine-month period ended September 30, 2007
to $222 thousand in the nine-month period ended September 30, 2008.





The
average outstanding balances in NOW accounts, money market accounts, and time
and other deposit accounts all increased significantly between comparable
nine-month periods.  On a combined basis, the average outstanding
balances in these interest-bearing deposit categories increased $75.989 million
or 15.6% despite declining interest rates.





The
average rate paid on money market accounts decreased from 3.93% in the first
nine months of 2007 to 2.15% in the first nine months of 2008, but average
outstanding balances increased from $93.341 million to $130.502 million between
these same periods.  We recorded interest expense on money market
accounts of $2.100 million in the nine-month period ended September 30, 2008
versus $2.743 million in the nine-month period ended September 30, 2007, a $643
thousand or 23.4% decrease between periods.





Similarly,
the average rate paid on time and other deposit accounts decreased from 4.31% in
the first nine months of 2007 to 3.89% in the first nine months of 2008, but
average outstanding balances increased from $315.893 million to $346.878 million
between these same periods.  We recorded interest expense on time and
other deposit accounts of $10.095 million in the nine-month period ended
September 30, 2008 versus $10.173 million in the nine-month period ended
September 30, 2007, a $78 thousand or 0.8% decrease between
periods.





Between
the nine-month period ended September 30, 2007 and the nine-month period ended
September 30, 2008, the average outstanding balance of NOW accounts increased by
$7.843 million or 10.0% but the average interest rate paid decreased by only 7
basis points, from 1.28% in the first nine months of 2007 to 1.21% in the first
nine months of 2008.  As a result of these changes, interest expense
on NOW accounts increased from $751 thousand in the nine-month period ended
September 30, 2007 to $779 thousand in the nine-month period ended September 30,
2008, a $28 thousand or 3.7% increase between comparable periods.  The
increase in average outstanding balances between the periods was principally due
to an increase in municipal deposits, which was consistent with our strategy to
secure more deposits from this customer segment.





Interest
on borrowings increased from $1.836 million in the nine-month period ended
September 30, 2007 to $1.958 million in the nine-month period ended September
30, 2008, a $122 thousand or 6.6% increase.  Although the average rate
paid for borrowings decreased 12 basis points, from 4.00% to 3.88%, between
comparable periods, interest expense increased due to an increase in the average
outstanding balance in borrowings.  To fund long-term fixed-rate
residential and commercial real estate loans, we borrowed long term funds at the
FHLBNY between periods, resulting in a $6.067 million net increase in average
outstanding borrowings between comparable periods.





Rate and Volume
Analysis.Net interest income increased $956 thousand between
the nine-month period ended September 30, 2007 and the nine-month period ended
September 30, 2008.  Between the periods, we recorded a $240 thousand
increase in interest income and a $716 thousand decrease in
interest


31
 Index


expense.  The
increase in interest income between comparable nine-month periods was
principally driven by a significant increase in the average outstanding balances
for all categories of earning assets, including a substantial increase in
average loan balances outstanding, offset, in part, by a decrease in the yield
on all categories of earning assets except securities.  The decrease
in interest expense was driven by a reduction in the average interest paid on
all categories of interest-bearing liabilities, offset, in part, by an increase
in the average volume in all categories of interest-bearing liabilities except
savings accounts.





Between
September 2007 and September 2008 there was a significant drop in the federal
funds rate and other market interest rates.  This helped drive a
significant reduction in both our earning asset yields and interest-bearing
liability costs, resulting in an $850 thousand decrease in net interest income
due to rate factors.  Conversely, our strategy to increase the
Company’s earning assets contributed to increases in both interest income and
interest expense and increased net interest income $1.806 million between
comparable periods due to volume factors.  More specifically, interest
income (on a net basis) increased $240 thousand between the nine-month period
ended September 30, 2007 and the nine-month period ended September 30, 2008 due
to a significant increase in the volume of earning assets, offset, in part, by a
decrease in the average yield on earning assets.  Between the first
nine months of 2007 and the first nine months of 2008 the volume of earning
assets increased $79.074 million, which contributed $3.823 million of additional
interest income.  Between the same periods, the interest income
generated on earning assets decreased $3.583 million due to rate
factors.





Throughout
2007 and the first nine months of 2008, we focused our personnel and marketing
resources on increasing the outstanding balances in our loan portfolio with the
goal of increasing interest income.  Due to these efforts, we
increased the average outstanding balances in our loan portfolio from $420.581
million in the first nine months of 2007 to $479.561 million in the first nine
months of 2008.  The growth in the loan portfolio contributed $3.159
million of additional interest income between comparable nine-month
periods.  This improvement, however, was offset by a $3.132 million
decrease in interest income due to a decrease in the average yield on loans
between comparable periods as market interest rates dropped.  Due to
these two factors, the interest income recorded on loans increased $27 thousand
between comparable nine-month periods.





We
recorded a $317 thousand decrease in interest income on federal funds sold
between the first nine months of 2007 and the first nine months of
2008.  Although we slightly increased the average volume of federal
funds sold between comparable periods, which contributed $87 thousand of
incremental interest income, this increase was offset by a $404 thousand
decrease in interest income due to rate factors.  Throughout most of
the first nine months of 2007, the Federal Open Market Committee’s target
federal funds rate was 5.25%.  By comparison, the Federal Open Market
Committee lowered the federal funds target rate from 5.25% on September 18, 2007
to 2.00% on April 30, 2008.





The
interest income recorded on the investment securities portfolio increased $571
thousand between the first nine months of 2007 and the first nine months of
2008, $503 thousand due to volume and $68 thousand due to rate.  As we
increased deposit liabilities and borrowings between comparable periods, we
invested a portion of these funds in investment securities.  Between
the comparable nine-month periods, maturing investment securities were replaced
by new investment securities at higher effective yields.  Many of the
securities that matured and amortized between June 2007 and September 2008 were
initially purchased during 2003, 2004, and 2005, when investment securities
yields were at historical lows.





The
average outstanding balances in our interest-bearing deposits at other banks
increased from $6.380 million in the first nine months of 2007 to $9.006 million
in the first nine months of 2008.  Due to a decrease in short-term
interest rates between periods, the average yield on this portfolio declined
from 4.76% in the first nine months of 2007 to 2.76% in the first nine months of
2008.  These factors resulted in a $41 thousand decrease in interest
income on this portfolio between the periods.  A $115 thousand
decrease in interest income due to a decrease in rate of the portfolio was
offset, in part, by a $74 thousand increase in interest income due to
volume.





We
recorded $10.095 million in interest expense on time and other accounts during
the nine-month period ended September 30, 2008 as compared to $10.173 million
during the nine-month period ended September 30, 2007, a $78 thousand or 0.8%
decrease in interest expense between periods.  Due primarily to an
increase in municipal customer certificates of deposit, the average outstanding
balances in time and other deposit accounts increased $30.985 million between
the first nine months of 2007 and the first nine months of 2008.  This
increase in the volume of time and other deposit accounts increased interest
expense by $944 thousand between comparable nine-month periods.  As
short-term interest rates dropped in late 2007 and 2008, we lowered the interest
rates offered on new and renewed


32
 Index


certificates
of deposit.  These factors decreased interest expense on time and
other deposit accounts by $1.022 million between comparable nine-month
periods.





Interest
expense on money market deposit accounts decreased $643 thousand between the
nine-month periods ended September 30, 2007 and September 30,
2008.  As short-term interest rates trended downward between June 2007
and September 2008, we lowered the interest rate paid on money market deposit
accounts.  Although this decreased interest expense on money market
deposit accounts by $1.506 million between comparable nine-month periods, the
decrease was offset, in part, by a $863 thousand increase in interest expense on
money market deposit accounts due to volume.





In the
first nine months of 2008 we decreased the interest rates paid on our statement
savings and passbook savings accounts.  The low interest rates offered
on these accounts caused a decrease in the average outstanding
balances.  These factors resulted in a $145 thousand decrease in
interest expense between the first nine months of 2007 and the first nine months
of 2008, $105 thousand due to rate and $40 thousand due to volume.





Between
the nine-month period ended September 30, 2007 and the nine-month period ended
September 30, 2008, the average outstanding balances in NOW accounts increased
$7.843 million or 10.0%.  This growth in the volume of the portfolio
increased interest expense $71 thousand between comparable nine-month
periods.  Due to a 7 basis point decrease in the average rate paid on
these deposits between comparable nine-month periods, however, interest expense
on NOW accounts increased by only $28 thousand.  The decrease in
interest expense due to rate on this portfolio between comparable nine-month
periods was $43 thousand.





Between
the second quarter of 2007 and the third quarter of 2008, we secured long-term
borrowings to fund our long-term fixed-rate residential mortgage and commercial
real estate loans.  The rates of interest on these new long-term
borrowings were generally slightly less than the rates of interest on maturing
long-term borrowings, which dropped our average cost on borrowings from 4.00% in
the first nine months of 2007 to 3.88% in the first nine months of
2008.  Interest expense on borrowings, however, increased $122
thousand between comparable periods due to an increase in the average volume of
borrowings outstanding.  More specifically, between comparable
nine-month periods, an increase in the average volume of borrowings increased
interest expense $179 thousand, while the decrease in the average rate paid on
borrowings decreased interest expense $57 thousand.





Provision for Loan Losses.We
recorded $900 thousand in the provision for loan losses for the nine-month
period ended September 30, 2008.  This compares to $650 thousand for
the nine-month period ended September 30, 2007, a $250 thousand
increase.  The provision for loan losses increased due to two
principal factors.  First, the average outstanding loan balance
increased significantly between comparable nine-month periods.  During
the nine-month period ended September 30, 2007, the average outstanding loan
balance was $420.581 million.  By comparison, the average outstanding
loan balance was $479.561 million during the nine-month period ended September
30, 2008, a $58.980 million or 14.0% increase.  In addition we
experienced an increase in the level of delinquent loans.  Delinquent
loans increased from $2.743 million or 0.6% of total loans outstanding on
September 30, 2007 to $4.287 million or 0.8% of total of loans outstanding on
September 30, 2008.  We attribute this increase to an increase in
gasoline and other fuel costs and the general economic slowdown.





Non-Interest
Income.  Non-interest income is comprised of trust fees,
service charges on deposit accounts, commission income, net investment
securities gains, net gain on sale of loans, income on bank-owned life
insurance, gain on life insurance coverage, other service fees, gain on sale of
insurance agency subsidiary, and other income.  Non-interest income
decreased in the nine-month period ended September 30, 2008 as compared to the
nine-month period ended September 30, 2007.  Specifically, total
non-interest income decreased from $5.671 million in the nine-month period ended
September 30, 2007 to $4.815 million in the nine-month period ended September
30, 2008, an $856 thousand or 15.1% decrease.  The decrease in
non-interest income between comparable periods was significantly influenced by
five distinct events that in total were responsible for a $749 thousand decrease
in non-interest income between comparable periods, offset, in part, by a $107
thousand net increase in other categories of non-interest income.  In
particular, during the first nine months of 2008 we: (i) recorded a $628
thousand gain on the sale of our membership interest in our former insurance
agency subsidiary, Mang – Wilber LLC, and (ii) expensed $178 thousand of
pre-construction costs related to a prospective branch site in Dewitt, New York
(Onondaga County) that we abandoned.  In comparison, during the first
nine months of 2007 we recorded: (i) a $615 thousand (non-taxable) gain on life
insurance coverage due to the unexpected death of a senior executive, (ii) $232
thousand in flood-recovery grant income in connection with
certain


33
 Index


flood-related
impairment charges we incurred in 2006, and (iii) a $352 thousand deferred gain
on the sale of our Norwich Town branch office building and related equipment to
the landowner.





The
commission earned on the sale of insurance policies and products through our
former insurance agency subsidiary, Mang-Wilber LLC, was recorded in commission
income.  In the second quarter of 2008 we sold our membership interest
in Mang-Wilber LLC and effectively exited the insurance sales
business.  Consequently, we did not record any commission income
during the third quarter of 2008, which was the primary reason commission income
decreased $156 thousand between comparable nine-month periods.  In the
nine months ended September 30, 2008 we recorded $246 thousand of commission
income as compared to $402 thousand during the nine-month period ended September
30, 2007.





Categories
of non-interest income that changed significantly and were not directly impacted
by the above five distinct events include trust fees, service charges on deposit
accounts, net investment security gains (losses), and the net gain on sale of
loans.





Trust
fees increased $19 thousand or 1.5% between the nine-month period ended
September 30, 2007 and the nine-month period ended September 30,
2008.  During the first nine months of 2008 we recorded $1.272 million
in trust fees as compared to $1.253 million in the first nine months of
2007.  The increase between comparable periods was principally due to
an increase in general account administration and custodial fees and executor
fees totaling $45 thousand, offset, in part, by a $26 thousand decrease in
account termination fees.





During
the nine-month period ended September 30, 2008 we recorded $1.580 million in
service charges on deposit accounts.  This compares to $1.379 million
during the nine-month period ended September 30, 2007, a $201 thousand or 14.6%
increase.  The net increase in service charges on deposit accounts was
primarily due to two factors: an increase in penalty charges on checking
accounts and an increase in deposit service charges on business checking
accounts.  During 2007 we began offering our courtesy overdraft
service to more of our checking account customers, causing an increase in the
product’s usage and increasing penalty charges on checking
accounts.  In March 2008 we increased the monthly and per item fees
across our business checking account product line.





During
the first nine months of 2008 we recognized net investment securities gains
totaling $78 thousand.  By comparison, we recognized $148 thousand in
net investment securities gains during the first nine months of
2007.  The $70 thousand or 47.3% decrease in net investment securities
gains between comparable periods was influenced by two principal factors: net
gains recorded on the sale of available-for-sale investment securities and
changes in the value of our trading securities portfolio.  During the
nine-month period ended September 30, 2008 we received proceeds from sales and
maturities of available-for-sale investment securities totaling $48.660 million,
generating $298 thousand in net gains.  During the same period, our
trading securities generated net losses of $220 thousand.  By
comparison, during the nine-month period ended September 30, 2007 we recorded
$12 thousand in gains on the sale of available-for-sale investment securities
and $136 thousand in net investment securities gains due to an increase in the
value of our trading securities portfolio.  Our trading securities
portfolio consists of mutual funds and individual equity and debt securities
held by the Company’s executive deferred compensation plan.





During
the first quarter of 2007 we acquired Provantage Funding Corporation
(“Provantage”), a New York State licensed mortgage banker, to gain a foothold in
the New York State Capital District market and provide additional residential
mortgage options to our borrowers.  During the third quarter of 2008
we merged Provantage into the Company’s principal subsidiary, Wilber National
Bank, to improve the overall efficiency of our mortgage origination
process.  We now operate Provantage as a division of Wilber National
Bank.  In the normal course of its business, our Provantage Home Loan
division sells a portion of the loans it originates to third party financial
institutions.  These mortgages are recorded in loans held for sale and
sold to these third parties at a premium (less the costs to sell), which is
recorded as a component of net gain on sale of loans.  During the
first nine months of 2008 we recorded an $84 thousand net gain on the sale of
these loans.  This compares to $160 thousand during the nine-month
period ended September 30, 2007.  Although total residential mortgage
loan originations increased period over period, the net gain recorded on the
sale of these loans decreased because more of these loans were retained for our
own loan portfolio.





Other
income decreased from $1.086 million in the nine-month period ended September
30, 2007 to $291 thousand in the nine month period ended September 30, 2008, a
$795 thousand or 73.2% decrease


34
 Index


between
comparable periods.  In the nine-month period ended September 30, 2007
we recorded a $352 thousand gain on the sale of our Norwich Town branch facility
(and related equipment) and $232 thousand in flood-recovery
grants.  By comparison, in the nine-month period ended September 30,
2008 we recorded a $178 thousand loss when we abandoned our plans to build a
branch facility in Dewitt, NY (Onondaga County).  On a comparative
basis, these factors contributed $762 thousand toward the $795 thousand decrease
in other income between comparable periods.





Non-Interest
Expense.Non-interest expense is comprised of salaries,
employee benefits, occupancy expense, furniture and equipment expense, computer
service fees, advertising and marketing expense, professional fees, and other
miscellaneous expenses.  Total non-interest expense increased $2.526
million or 16.5% on a comparable period basis, from $15.287 million in the first
nine months of 2007 to $17.813 million in the first nine months of
2008.  The substantial increase in total non-interest expense between
comparable periods was principally due to various market expansion, product
enhancement, and bank operating system enhancements.





Salaries
expense increased $1.185 million or 16.2% between comparable nine-month periods,
from $7.295 million in the nine-month period ended September 30, 2007 to $8.480
million in the nine-month period ended September 30, 2008.  New staff
salaries and increases in the base salaries of existing staff, overtime,
incentive, and commission pay totaling $1.533 million was offset, in part, by a
$348 thousand decrease in executive deferred compensation expense between the
periods.  In the first quarter of 2008 we hired eight banking
professionals from the Syracuse, New York marketplace to staff our Cicero, New
York (Onondaga County) loan representative office, and in the second quarter of
2008 we opened a full-service branch office in Halfmoon, New York (Saratoga
County).  In addition, during the first quarter of 2007 we acquired
Provantage and began recording additional salaries expense relating to their
staff.  Finally, throughout 2007 and the first nine months of 2008 we
hired additional sales and operations staff and provided merit pay raises to
existing staff.





We
recorded employee benefits expense of $1.970 million in the first nine months of
2008 as compared to $1.897 million in the first nine months of 2007, a $73
thousand or 3.8% increase.  This net increase was caused by increases
in some components of employee benefits expense and decreases in
others.  Between comparable periods, we recorded a $157 thousand
increase in other benefits, an $82 thousand increase in FICA expense, a $44
thousand increase in 401(k) plan expense, a $17 thousand increase in employee
education expense, and a $10 thousand increase in unemployment
insurance.  These increases were offset, in part, by a $175 thousand
decrease in our pension plan benefit and a $37 thousand decrease in our group
health insurance expense.  In the first quarter of 2008 we adopted a
new accounting standard, EITF 06-4, “Accounting for Deferred Compensation and
Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangements.”  The new standard required us to annually record an
expense in other benefits for our executive split-dollar life insurance
plan.  In the first nine months of 2008 we recorded $92 thousand in
other benefits expense related to this plan as compared to no expense in the
first nine months of 2007.  Conversely, during the first nine months
of 2008 we recorded a $295 thousand benefit on the Company’s defined benefit
retirement plan.  This compares to a $119 thousand benefit in the
first nine months of 2007.  Our defined benefit plan was frozen in
2006, and the plan assets have performed well.  Finally, during the
nine-month period ended September 30, 2008 we recorded $819 thousand in group
health insurance expense.  This compares to $856 thousand during the
nine-month period ended September 30, 2007, a $37 thousand or 4.3% decrease
between comparable periods.  In the first nine months of 2007 we
experienced a significant increase in claims on our partially self-insured
health insurance plan.  Due to this claims experience we terminated
the partially self-insured plan at the beginning of the third quarter of 2008,
resulting in a $37 thousand decrease in expense on a comparable period
basis.





On a
combined basis, occupancy expense of Company premises and furniture and fixture
expense increased $360 thousand or 18.6%, from $1.932 million in the first nine
months of 2007 to $2.292 million in the first nine months of
2008.  During 2008 we began incurring lease expenses on two new
facilities, namely our representative loan office in Cicero, New York (Onondaga
County) and our full-service branch office facility in Halfmoon, New York
(Saratoga County).  In addition, during 2007 we made various
investments in our premises and equipment and assumed certain lease agreements
in connection with the Provantage acquisition.  The combination of
these endeavors increased depreciation expense, equipment maintenance costs,
building repairs, insurance costs, property taxes, and rents.





Computer
service fees increased $456 thousand or 78.8% between comparable nine-month
periods, from $579 thousand in the first nine months of 2007 to $1.035 million
in the first nine months of 2008.  In the first quarter of 2008 we
transferred our core computer system from our main office location in
Oneonta,


35
 Index


New York
to a service bureau environment in Albany, New York to enhance our business
continuity plan and minimize disruption of customer service.  We also
converted our payroll system from proprietary software to a third party software
provider.  On a combined basis, these two computer system changes were
responsible for $423 thousand or 92.8% of the net increase in computer service
fees period over period, $371 thousand due to the core system migration and $52
thousand due to the payroll system.





Advertising
and marketing expenses increased $161 thousand or 41.2% between comparable
nine-month periods, from $391 thousand in the first nine months of 2007 to $552
thousand in the first nine months of 2008.  To support our market
expansion efforts into the Capital District of New York and the Greater Syracuse
market, we engaged a professional public relations firm and purchased additional
newspaper and other advertising media spots during the first nine months of
2008.





Professional
fees decreased from $722 thousand in the first nine months of 2007 to $678
thousand in the first nine months of 2008, a $44 thousand or 6.1%
decrease.  We recorded a $76 thousand decrease in audit expenses,
which was offset, in part, by a $32 thousand net increase in other miscellaneous
legal and professional fees.





Other
miscellaneous expenses include directors’ fees, fidelity insurance, the Bank’s
OCC assessment, FDIC premiums and assessments, bad debt collection expenses,
correspondent bank services, service expenses related to the Bank’s accounts
receivable financing services, charitable donations and customer relations,
other losses, dues and memberships, office supplies, postage and shipping,
subscriptions, telephone expense, employee travel and entertainment, software
amortization, intangible asset amortization expense, OREO expenses, minority
interest expense, stock exchange listing fees, and several other miscellaneous
expenses.  During the nine-month period ended September 30, 2008,
other miscellaneous expenses increased $335 thousand or 13.6%, from $2.471
million in the nine-month period ended September 30, 2007 to $2.806 million in
the nine-month period ended September 30, 2008.  The following table
itemizes the individual components of other miscellaneous expenses that
increased (or decreased) significantly between comparable periods:





For
      the NineMonths Ended September 30,Description
      of Other Miscellaneous Expense
            
            2008
            
            
            2007
            
            
            Increase
      / (Decrease)dollars
      in thousandsFidelity
      insurance
            
            $
            88
            
            
            $
            63
            
            
            $
            25FDIC
      assessment
            
            
            68
            
            
            
            57
            
            
            
            11Bad
      debt collection expense
            
            
            80
            
            
            
            144
            
            
            
            (64
            )Correspondent
      bank services
            
            
            111
            
            
            
            93
            
            
            
            18Accounts
      receivable financing program services
            
            
            58
            
            
            
            101
            
            
            
            (43
            )Donations
            
            
            71
            
            
            
            114
            
            
            
            (43
            )Dues
      and memberships
            
            
            93
            
            
            
            53
            
            
            
            40Postage
      and shipping
            
            
            225
            
            
            
            206
            
            
            
            19Telephone
      and communications
            
            
            328
            
            
            
            139
            
            
            
            189Travel
      and entertainment
            
            
            212
            
            
            
            158
            
            
            
            54Software
      amortization
            
            
            196
            
            
            
            131
            
            
            
            65Deferred
      reserves
            
            
            (2
            )
            
            
            20
            
            
            
            (22
            )Other
      losses
            
            
            124
            
            
            
            53
            
            
            
            71Minority
      interest expense
            
            
            34
            
            
            
            71
            
            
            
            (37
            )Loss
      on disposal of other assets
            
            
            91
            
            
            
            42
            
            
            
            49All
      other miscellaneous expense items, net
            
            
            1,029
            
            
            
            1,026
            
            
            
            3Total
      Other Miscellaneous Expense
            
            $
            2,806
            
            
            $
            2,471
            
            
            $
            335





Due to
the recent global financial crisis and the related losses incurred by the FDIC
deposit insurance fund, we were recently advised that during 2009 there will be
a substantial increase in the FDIC insurance premium rates charged to member
banks.  Based on preliminary estimates, our FDIC related expense could
increase between $200 thousand and $250 thousand per quarter, or $800 thousand
to $1.000 million annually.





Income
Taxes.Income tax expense decreased from $1.779 million during
the nine-month period ended September 30, 2007 to $1.222 million during the
nine-month period ended September 30, 2008.  The


36
 Index


decrease
in income tax expense was primarily due to a decrease in income before
tax.








F.
Liquidity





Liquidity
describes our ability to meet financial obligations in the normal course of
business.  Liquidity is primarily needed to meet the borrowing and
deposit withdrawal requirements of our customers and to fund our current and
planned expenditures.  We are committed to maintaining a strong
liquidity position.  Accordingly, we monitor our liquidity position on
a daily basis through our daily funds management process.  This
includes:





●
      maintaining the appropriate levels of currency throughout our branch
      system to meet the daily cash needs of our
  customers,


●
      balancing our mandated deposit or “reserve” requirements at the Federal
      Reserve Bank of New York,


●
      maintaining adequate cash balances at our correspondent banks,
      and


●
      assuring that adequate levels of federal funds sold, liquid assets, and
      borrowing resources are available to meet obligations, including
      reasonably anticipated daily
fluctuations.





The
following list represents the sources of funds available to meet our liquidity
requirements.  Our primary sources of funds are denoted by an asterisk
(*).





Sources
      of Funding•
      Currency*•
      Federal Reserve and Correspondent Bank Balances*•
      Federal Funds Sold*•
      Loan and Investment Principal and Interest Payments*•
      Investment Security Maturities and Calls*•
      Demand Deposits and NOW Accounts*•
      Savings and Money Market Deposits*•
      Certificates of Deposit and Other Time Deposits*•
      Repurchase Agreements*•
      FHLBNY Advances / Lines of Credit*•
      Sale of Available-for-Sale Investment Securities•
      Brokered Deposits•
      Correspondent Lines of Credit•
      Federal Reserve Discount Window Borrowings•
      Sale of Loans•
      Proceeds from Issuance of Equity Securities•
      Branch Acquisition





In
addition to the daily funds management process, we also monitor certain
liquidity ratios and complete a liquidity assessment on a monthly
basis.  The monthly evaluation report, known as the Liquidity
Contingency Scorecard, is reviewed by the Asset and Liability Committee (“ALCO”)
and the Bank’s Board of Directors.  The report provides management
with various ratios and financial market data that are compared to limits
established within the Bank’s Asset and Liability Management
Policy.  It was designed to provide an early warning signal for a
potential liquidity crisis.  Based on the limits established in our
Asset and Liability Management Policy, we determined that at September 30, 2008
the Bank was in a “1A” liquidity position, the strongest liquidity position
based on management’s internal rating system.  This compares to a “1B”
liquidity position, the second strongest liquidity position based on
management’s internal rating system, at December 31, 2007.





37
 Index


The
following table summarizes several of our key liquidity measures for the periods
stated:





Table of
Liquidity Measures:





Liquidity
      Measure
            September
      30, 2008
            December
      31,2007Dollars
      in ThousandsCash
      and cash equivalents
            $25,646
            $18,942Available-for-sale
      and held-to-maturity investment securities at estimated fair value less
      securities pledged for state and municipal deposits and
      borrowings
            $95,150
            $101,253Total
      loan to total asset ratio
            60.1%
            56.1%FHLBNY
      remaining borrowing capacity
            $5,588
            $14,294Available
      correspondent bank lines of credit
            $15,000
            $15,000Federal
      Reserve Bank discount window
            $9,095
            $10,882





Our
overall liquidity position decreased modestly between December 31, 2007 and
September 30, 2008.  At September 30, 2008 we maintained $25.646
million in cash and cash equivalents, $95.150 million in unpledged
available-for-sale (at estimated fair value) and held-to-maturity investment
securities, and $29.683 million of readily available lines of credit at other
banks to fund any anticipated or unanticipated growth in earning
assets.  This compares to $18.942 million in cash and cash
equivalents, $101.253 million in unpledged available-for-sale (at estimated fair
value) and held-to-maturity investment securities, and $40.176 million of
readily available lines of credit at other banks on December 31,
2007.  In aggregate, these potential funding sources provided $150.479
million of short- and long-term liquidity at September 30, 2008 as compared to
$160.371 million at December 31, 2007, a $9.892 million decrease between
periods.  The decrease in our liquidity is largely due to a
significant increase in loans outstanding between periods.  Despite
our significant loan growth between periods, our total loan to total asset
ratios of 60.1% at September 30, 2008 and 56.1% at December 31, 2007 were low
relative to those of our comparative peer group of financial
institutions.





Our
commitments to extend credit and stand-by letters of credit increased
significantly between December 31, 2007 and September 30,
2008.  Commitments to extend credit and stand-by letters of credit
totaled $133.683 million at September 30, 2008 versus $97.543 million at
December 31, 2007, a $36.140 million or 37.1% increase.  The increase
between periods was principally due to increases in unused portions of
commercial lines of credit and commitments to fund commercial construction
loans.  Our experience indicates that draws on the commitments to
extend credit and stand-by letters of credit do not fluctuate significantly from
quarter to quarter and therefore are not expected to materially impact our
liquidity prospectively.





On a
quarterly basis we prepare a forward-looking 90-day sources and uses report to
determine future liquidity needs.  Based on this report, our deposit
retention experience, anticipated loan and investment funding and prepayment
activity, the product offerings of our competitors, the level of interest rates,
the level of regional economic activity, and our current pricing strategies, we
anticipate that we will have sufficient levels of liquidity to meet our funding
commitments over the next several quarters prospectively.





Although
our internal liquidity measurement systems portend adequate amounts of liquidity
and we generally rely on customer deposits to fund our operation, during the
third quarter of 2008 one of our important funding sources, the FHLBNY,
experienced a significant decrease in its ability to extend credit to its member
banks.  The Federal Home Loan Bank system relies heavily on foreign
creditors.  Due to the global financial crisis, these creditors have
withdrawn significantly from the credit market, which has directly affected the
FHLBNY’s ability to provide advances (loans) to its member banks, including
us.  Historically, we have relied on FHLBNY advances to fund select
loans and investments.  Although we ultimately expect the FHLBNY to
resume its credit and lending practices, this situation has negatively affected
our ability to fund certain aspects of our operation, in particular long term
fixed rate commercial and residential loans, at a reasonable cost.








38
 Index


G.  Capital
Resources and Dividends





The
maintenance of appropriate capital levels is a management
priority.  Overall capital adequacy is monitored on an ongoing basis
by our management and reviewed regularly by the Board of
Directors.  Our principal capital planning goal is to provide an
adequate return to shareholders while maintaining a sufficient capital base to
provide for future expansion and complying with all regulatory
standards.





Due to
the significant growth in total assets during the first nine months of 2008,
total shareholders’ equity to total assets decreased from 8.74% at December 31,
2007 to 7.86% at September 30, 2008.  Between September 30, 2008 and
December 31, 2007, total shareholders’ equity increased $398 thousand or
0.6%.  Total shareholders’ equity was $69.797 million at September 30,
2008 as compared to $69.399 million at December 31, 2007.  The slight
increase in shareholders’ equity between periods was due to a few
factors.  During the first nine months of 2008 we recorded net income
of $4.228 million.  We also recorded a $602 thousand positive change
in net unrealized loss on investment securities, net of tax, due to a general
decrease in the level of interest rates, and a $98 thousand positive adjustment
to retained earnings to recognize the effect of the change in the measurement
date of our defined benefit pension plan.  These factors were offset,
in part, by cash dividend payments and the adoption of a new accounting
standard.  In 2008 the FASB EITF issued new accounting guidance, EITF
06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects
of Endorsement Split-Dollar Life Insurance Arrangements,”   that
required us to record an estimated liability for our executive split-dollar life
insurance benefit plan through retained earnings.  Accordingly, we
recorded a $1.537 million decrease in retained earnings.  Through the
first three quarters of 2008, cash dividend payments to shareholders totaled
$2.993 million.





The
Company and the Bank are both subject to regulatory capital guidelines as
established by federal bank regulators.  Under these guidelines, in
order to be “adequately capitalized” the Company and the Bank must both maintain
a minimum ratio of tier 1 capital to risk-weighted assets of 4.0% and a minimum
ratio of total capital to risk-weighted assets of 8.0%.  Tier 1
capital is comprised of shareholders’ equity less intangible assets and
accumulated other comprehensive income.  Total capital for this
risk-based capital standard includes tier 1 capital plus allowable portions of
the Company’s allowance for loan losses.  Similarly, for the Bank to
be considered “well capitalized,” it must maintain a tier 1 capital to
risk-weighted assets ratio of 6.0% and a total capital to risk-weighted assets
ratio of 10.0%.  The Company exceeded all capital adequacy guidelines,
and the Bank exceeded all “well capitalized” guidelines at September 30, 2008
and December 31, 2007.  In addition, the Bank’s Board of Directors has
established a minimum capital policy that exceeds “well capitalized” regulatory
standards to ensure the safety and soundness of the Company’s banking
subsidiary.  The Company’s tier 1 capital to risk-weighted assets
ratio and total capital to risk-weighted assets ratio at September 30, 2008 were
10.64% and 11.84%, respectively.  This compares to 12.04% and 13.29%,
respectively, at December 31, 2007.





The
principal source of funds for the payment of shareholder dividends by the
Company has been dividends declared and paid to the Company by its subsidiary
bank.  There are various legal and regulatory limitations applicable
to the payment of dividends to the Company by its subsidiaries, as well as the
payment of dividends by the Company to its shareholders.  At September
30, 2008, under these statutory limitations, the maximum amount that could have
been paid by the Bank subsidiary to the Company without special regulatory
approval was approximately $3.920 million.  The ability of the Company
and the Bank to pay dividends in the future is and will continue to be
influenced by regulatory policies, capital guidelines, and applicable
laws.





ITEM3:  Quantitative and Qualitative Disclosures About Market
Risk





Our
business activities generate market risk.  Market risk is the
possibility that changes in future market conditions, including rates and
prices, will reduce earnings and make the Company less valuable.  We
are primarily exposed to market risk through changes in interest
rates.  This risk is called interest rate risk and is an inherent
component of risk for all banks.  The risk occurs because we pay
interest on deposits and borrowed funds at varying rates and terms, while
receiving interest income on loans and investments with different rates and
terms.  As a result, our earnings and the imputed economic value of
assets and liabilities are subject to potentially significant fluctuations as
interest rates rise and fall.  Our objective is to minimize the
fluctuation in net interest margin and net interest income caused by anticipated
and unanticipated changes in interest rates.





Ultimately,
the Bank’s Board of Directors is responsible for monitoring and managing market
and interest rate risk.  The Board accomplishes this objective by
annually reviewing and approving an Asset and


39
 Index


Liability
Management Policy, which establishes broad risk limits and delegates
responsibility to carry out asset and liability oversight and control to the
Directors’ Loan and Investment Committee and management’s ALCO.





We manage
a few different forms of interest rate risk.  The first is mismatch
risk, which involves the mismatch of maturities of fixed rate assets and
liabilities.  The second is basis risk.  Basis risk is the
risk associated with non-correlated changes in different interest
rates.  For example, we price many of our adjustable rate commercial
loans (assets) using the prime rate as a basis, while some of our deposit
accounts (liabilities) are tied to Treasury security yields.  In a
given timeframe, the prime rate might decrease 2% while a particular Treasury
security might only decrease 1%.  If this were to occur, our yield on
prime based commercial loans would decrease by 2%, while the cost of deposits
might only decrease by 1%, negatively affecting net interest income and net
interest margin.  The third risk is option risk.  Option
risk generally appears in the form of prepayment volatility on residential
mortgages, commercial loans, commercial real estate loans, consumer loans,
mortgage-backed securities, and callable agency or municipal investment
securities.  The Bank’s customers generally have alternative financing
sources (or options) to refinance their existing debt obligations with other
financial institutions.  When interest rates decrease, many of these
customers exercise this option by refinancing at other institutions and prepay
their loans with us, forcing us to reinvest the prepaid funds in lower-yielding
investments and loans.  The same type of refinancing activity also
accelerates principal payments on mortgage-backed securities held by the
Bank.  Municipal investment securities and agency securities are
issued with specified call dates and call prices that are typically exercised by
the issuer when interest rates on comparable maturity securities are lower than
the current coupon rate on the security.





Measuring
and managing interest rate risk is a dynamic process that the Bank’s management
must continually perform to meet the objective of maintaining stable net
interest income and net interest margin.  This means that prior to
setting the term or interest rate on loans or deposits, or before purchasing
investment securities or borrowing funds, management must understand the impact
that alternative interest rates will have on the Bank’s interest rate risk
profile.  This is accomplished through simulation
modeling.  Simulation modeling is the process of “shocking” the
current balance sheet under a variety of interest rate scenarios and then
measuring the impact of interest rate changes on both projected earnings and the
economic value of the Bank’s equity.  The estimates underlying the
sensitivity analysis are based on numerous assumptions including, but not
limited to: the nature and timing of interest rate changes, prepayments on loans
and securities, deposit retention rates, pricing decisions on loans and
deposits, and reinvestment/replacement rates on asset and liability cash
flows.  While assumptions are developed based on available information
and current economic and local market conditions, management cannot make any
assurances as to the ultimate accuracy of these assumptions, including
competitive influences and customer behavior.  Accordingly, actual
results may differ from those predicted by simulation modeling.





The
following table shows the projected changes in net interest income from a
parallel shift in all market interest rates.  The shift in interest
rates is assumed to occur in monthly increments of 0.50% per month until the
full shift is complete.  In other words, we assume it will take six
months for a 3.00% shift to take place.  This is also known as a
“ramped” interest rate shock.  The projected changes in net interest
income are totals for the twelve-month period beginning October 1, 2008 and
ending September 30, 2009, under ramped shock scenarios.





40
 Index


Interest
Rate Sensitivity Table:





Interest
      Rates
            Dollars
      in ThousandsInterest
      Rate Shock (1)
            PrimeRate
            Projected
      Annualized NetInterestIncome
            Projected
      Dollar Change in NetInterestIncome
            ProjectedPercentage
      Change inNetInterest Income
            ProjectedChange
      in Net Interest Income as a Percent of Total
      Shareholders' Equity3.00%
            8.00%
            $27,231
            ($1,245)
            -4.37%
            -1.78%2.00%
            7.00%
            27,223
            (1,253)
            -4.40%
            -1.80%1.00%
            6.00%
            27,593
            (883)
            -3.10%
            -1.27%No
      change
            5.00%
            28,476
            -
            -
            --1.00%
            4.00%
            29,041
            565
            1.98%
            0.81%-2.00%
            3.00%
            28,608
            132
            0.46%
            0.19%-3.00%
            2.00%
            28,489
            13
            0.05%
            0.02%(1)
      Under a ramped interest rate shock, interest rates are modeled to change
      at a rate of 0.50% per month.





Many
assumptions are embedded within our interest rate risk model.  These
assumptions are approved by the Bank’s ALCO and are based upon both management’s
experience and projections provided by investment securities
companies.  Assuming our prepayment and other assumptions are
accurate, and assuming we take reasonable actions to preserve net interest
income, we project that net interest income would decline by $1.253 million or
1.80% of total shareholders’ equity in a +2.00% ramped interest rate shock and
would increase by $132 thousand or 0.19% of total shareholders’ equity in a
–2.00% ramped interest rate shock.  This is within our Asset and
Liability Policy guideline, which limits the maximum projected decrease in net
interest income in a +2.00% or –2.00% ramped interest rate shock to –5.00% of
the Company’s total equity capital.





Our
strategy for managing interest rate risk is impacted by overall market
conditions and customer demand, but we generally try to limit the volume and
term of fixed-rate assets and fixed-rate liabilities so that we can adjust the
mix and pricing of assets and liabilities to mitigate net interest income
volatility.  We also purchase investments for the securities portfolio
and structure borrowings from the FHLBNY to offset interest rate risk taken in
the loan portfolio.  We also offer adjustable rate loan and deposit
products that change as interest rates change.  Approximately 26% of
our total assets at September 30, 2008 were invested in adjustable rate loans
and investments.





ITEM
4: Controls and Procedures





We have
established disclosure control procedures to ensure that material information
related to the Company, its financial condition, or results of operation is made
known to the officers that certify the Company’s financial reports and to other
members of senior management and the Board of Directors.  These
procedures have been formalized through the formation of a Management Disclosure
Committee and the adoption of a Management Disclosure Committee Charter and
related disclosure certification process.  The Management Disclosure
Committee is comprised of our senior management and meets at least quarterly to
review periodic filings for full and proper disclosure of material
information.





Our
management, including the Chief Executive Officer and Chief Financial Officer,
evaluated the design and operational effectiveness of the Company’s disclosure
controls and procedures (as defined in Rule 13(a)-15(e) and 15(d)–15(e) under
the Securities Exchange Act of 1934, as amended) as of September 30,
2008.  Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company’s disclosure controls and
procedures were effective in ensuring that information required to be disclosed
by the Company in reports that it files or submits under the Securities Exchange
Act of 1934 are recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms.


41
 Index


There
were no changes made in the Company’s internal controls over financial reporting
that occurred during the Company’s most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal controls over financial reporting.





It should
be noted that any system of internal controls, regardless of design, can provide
only reasonable and not absolute assurance that the objectives of the control
system are met.  In addition, the design of any control system is
based in part upon certain assumptions about the likelihood of future
events.  Because of these and other inherent limitations of control
systems, there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.





ITEM 4T:  Controls and Procedures





This item
is not applicable as the Company is an accelerated filer.








PART
II – OTHER INFORMATION





ITEM
1: Legal Proceedings





From time
to time, the Company becomes subject to various legal claims that arise in the
normal course of business.  At September 30, 2008 the Company was not
the subject of any material pending legal proceedings other than ordinary
routine litigation occurring in the normal course of its
business.  The various pending legal claims against the Company will
not, in the opinion of management, result in any material liability to the
Company and will not materially affect our financial position, results of
operation, or cash flow.





Neither
the Company, the Bank, nor any of the Bank’s subsidiaries have been subject to
review by the Internal Revenue Service of any transactions that have been
identified as abusive or that have a significant tax avoidance
purpose.





ITEM
1A:  Risk Factors





During
the third quarter of 2008 there were no material changes to the Company’s risk
factors as disclosed in the Annual Report on Form 10-K, Item 1A, filed with the
SEC on March 12, 2008.





ITEM
2: Unregistered Sales of Equity Securities and Use of
Proceeds





A. Not
applicable.





B.  Not
applicable.





C.  Purchases
of Equity Securities by Issuer and Affiliated Purchasers





In July
2005 we announced that the Company’s Board of Directors authorized management to
purchase up to $1.500 million of the Company’s common stock under a stock
repurchase program.  At December 31, 2007, management’s remaining
share repurchase authority under this program was $283 thousand due to the
purchase of treasury shares totaling $1.217 million under this program since
inception.  During the nine-month period ended September 30, 2008, the
Company’s management did not purchase any additional shares of common stock
under this program.  Therefore, management’s remaining share
repurchase authority was $283 thousand at September 30, 2008.





Shares
repurchased under the repurchase program are made in the open market or through
private transactions and are limited to one transaction per week.  All
open market transactions are conducted exclusively through Merrill Lynch, a
registered broker-dealer.  Private purchases may be transacted
directly with the seller and need not be transacted through Merrill
Lynch.  Each private transaction is individually subject to the
approval of the Board of Directors of the Company.  All stock
purchases are effected in compliance with the laws of the State of New York,
Rule 10b(18) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, and the rules of the NYSE Alternext US stock exchange
(formerly the American Stock Exchange).





During
the three-month period ended September 30, 2008, the rights of holders of our
registered


42
 Index


securities
were not modified, nor was any other class of security issued that could
materially limit or qualify our registered securities.





ITEM
3: Defaults Upon Senior Securities





The
Company did not default on any senior securities during the three-month period
ended September 30, 2008.





ITEM
4: Submission of Matters to a Vote of Security Holders





None.





ITEM
5: Other Information





None.





ITEM
6: Exhibits





See
Exhibit Index to this Form 10-Q.


43
 Index


SIGNATURES











Pursuant
to the requirements 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.











THE
      WILBER CORPORATIONBy:
            /s/
      Douglas C. Gulotty
            
            Date:
            November
      6, 2008Douglas
      C. GulottyPresident
      and Chief Executive OfficerBy:
            /s/
      Joseph E. Sutaris
            
            Date:
            November
      6, 2008Joseph
      E. SutarisExecutive
      Vice President, Chief Financial Officer, Treasurer, and
      Secretary


44
 Index


EXHIBIT
INDEX








No.
            Document31.1
            Certification
      of Chief Executive Officer Pursuant to 302 of the Sarbanes-Oxley Act of
      200231.2
            Certification
      of Chief Financial Officer Pursuant to 302 of the Sarbanes-Oxley Act of
      200232.1
            Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. 135032.2
            Certification
      of Chief Financial Officer Pursuant to 18 U.S.C.
  1350





45