##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 000-13232
 Juniata Valley Financial Corp.
  Pennsylvania
    
    23-2235254(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 Bridge and Main Streets, Mifflintown, Pennsylvania
    
    17059(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 þ o
 o Yes o No
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o Yes þ No
  Class
    
    Outstanding as of August 7, 2009Common Stock ($1.00 par value)
    
    4,336,129 shares




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Statements of Financial Condition
as of June 30, 2009 and December 31, 2008 (Unaudited)
    
    
    3Consolidated
Statements of Income for the Three and Six
Months Ended June 30, 2009 and 2008 (Unaudited)
    
    
    4Consolidated
Statements of Changes in Stockholders Equity
for the Six Months Ended June 30, 2009 and 2008 (Unaudited)
    
    
    5Consolidated
Statements of Cash Flows for the Six
Months Ended June 30, 2009 and 2008 (Unaudited)
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis
of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    28PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults upon Senior Securities
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30Signatures
    
    
    31Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 Juniata Valley Financial Corp. and Subsidiary
 
 Consolidated Statements of Financial Condition
  June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCash and due from banks
    
    $
    9,282
    
    
    $
    12,264Interest bearing deposits with banks
    
    
    252
    
    
    
    193Federal funds sold
    
    
    7,500
    
    
    
    Cash and cash equivalents
    
    
    17,034
    
    
    
    12,457Interest bearing time deposits with banks
    
    
    5,325
    
    
    
    5,325Securities available for sale
    
    
    74,331
    
    
    
    64,321Restricted investment in Federal Home Loan Bank (FHLB) stock
    
    
    2,197
    
    
    
    2,197Investment in unconsolidated subsidiary
    
    
    3,270
    
    
    
    3,176Total loans, net of unearned interest
    
    
    307,745
    
    
    
    315,132Less: Allowance for loan losses
    
    
    (2,496
    )
    
    
    (2,610
    )Total loans, net of allowance for loan losses
    
    
    305,249
    
    
    
    312,522Premises and equipment, net
    
    
    7,118
    
    
    
    7,374Bank owned life insurance and annuities
    
    
    12,827
    
    
    
    12,582Core deposit intangible
    
    
    321
    
    
    
    344Goodwill
    
    
    2,046
    
    
    
    2,046Accrued interest receivable and other assets
    
    
    6,210
    
    
    
    5,740Total assets
    
    $
    435,928
    
    
    $
    428,084LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing
    
    $
    51,663
    
    
    $
    54,200Interest bearing
    
    
    320,594
    
    
    
    302,831Total deposits
    
    
    372,257
    
    
    
    357,031Securities sold under agreements to repurchase
    
    
    1,718
    
    
    
    1,944Short-term borrowings
    
    
    
    
    
    
    8,635Long-term debt
    
    
    5,000
    
    
    
    5,000Other interest bearing liabilities
    
    
    1,118
    
    
    
    1,096Accrued interest payable and other liabilities
    
    
    6,417
    
    
    
    5,893Total liabilities
    
    
    386,510
    
    
    
    379,599Stockholders Equity:Preferred stock, no par value:Authorized  500,000 shares, none issued
    
    
    
    
    
    
    Common stock, par value $1.00 per share:Authorized  20,000,000 sharesIssued  4,745,826 sharesOutstanding
4,342,587 shares at June 30, 2009;4,341,055 shares at December 31, 2008
    
    
    4,746
    
    
    
    4,746Surplus
    
    
    18,294
    
    
    
    18,324Retained earnings
    
    
    35,684
    
    
    
    34,758Accumulated other comprehensive loss
    
    
    (1,264
    )
    
    
    (1,247
    )Cost of common stock in Treasury:403,239 shares at June 30, 2009;404,771 shares at December 31, 2008
    
    
    (8,042
    )
    
    
    (8,096
    )Total stockholders equity
    
    
    49,418
    
    
    
    48,485Total liabilities and stockholders equity
    
    $
    435,928
    
    
    $
    428,084
   3




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##### Table of Contents



Juniata Valley Financial Corp. and Subsidiary
 
 Consolidated Statements of Income
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest income:Loans, including fees
    
    $
    5,256
    
    
    $
    5,497
    
    
    $
    10,545
    
    
    $
    11,023Taxable securities
    
    
    320
    
    
    
    394
    
    
    
    628
    
    
    
    840Tax-exempt securities
    
    
    278
    
    
    
    282
    
    
    
    559
    
    
    
    528Federal funds sold
    
    
    58
    
    
    
    44
    
    
    
    114
    
    
    
    114Other interest income
    
    
    3
    
    
    
    66
    
    
    
    5
    
    
    
    141Total interest income
    
    
    5,915
    
    
    
    6,283
    
    
    
    11,851
    
    
    
    12,646Interest expense:Deposits
    
    
    1,821
    
    
    
    2,294
    
    
    
    3,699
    
    
    
    4,740Securities sold under agreements to repurchase
    
    
    
    
    
    
    18
    
    
    
    1
    
    
    
    44Short-term borrowings
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    1Long-term debt
    
    
    35
    
    
    
    
    
    
    
    69
    
    
    
    Other interest bearing liabilities
    
    
    6
    
    
    
    7
    
    
    
    11
    
    
    
    16Total interest expense
    
    
    1,862
    
    
    
    2,320
    
    
    
    3,781
    
    
    
    4,801Net interest income
    
    
    4,053
    
    
    
    3,963
    
    
    
    8,070
    
    
    
    7,845Provision for loan losses
    
    
    77
    
    
    
    112
    
    
    
    212
    
    
    
    144Net interest income after provision for loan losses
    
    
    3,976
    
    
    
    3,851
    
    
    
    7,858
    
    
    
    7,701Noninterest income:Trust fees
    
    
    86
    
    
    
    94
    
    
    
    170
    
    
    
    217Customer service fees
    
    
    426
    
    
    
    414
    
    
    
    798
    
    
    
    806Earnings on bank-owned life insurance and annuities
    
    
    112
    
    
    
    112
    
    
    
    218
    
    
    
    236Commissions from sales of non-deposit products
    
    
    150
    
    
    
    172
    
    
    
    258
    
    
    
    383Income from unconsolidated subsidiary
    
    
    48
    
    
    
    51
    
    
    
    96
    
    
    
    93Securities impairment charge
    
    
    (226
    )
    
    
    (393
    )
    
    
    (226
    )
    
    
    (393
    )Gain on sale of securities
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    41Gain on sales of other assets
    
    
    27
    
    
    
    59
    
    
    
    33
    
    
    
    53Gain from life insurance proceeds
    
    
    
    
    
    
    179
    
    
    
    
    
    
    
    179Prior period income from insurance sales
    
    
    
    
    
    
    
    
    
    
    323
    
    
    
    Other noninterest income
    
    
    286
    
    
    
    206
    
    
    
    481
    
    
    
    439Total noninterest income
    
    
    909
    
    
    
    922
    
    
    
    2,151
    
    
    
    2,054Noninterest expense:Employee compensation expense
    
    
    1,214
    
    
    
    1,302
    
    
    
    2,500
    
    
    
    2,557Employee benefits
    
    
    411
    
    
    
    255
    
    
    
    855
    
    
    
    692Occupancy
    
    
    236
    
    
    
    240
    
    
    
    475
    
    
    
    472Equipment
    
    
    162
    
    
    
    177
    
    
    
    324
    
    
    
    356Data processing expense
    
    
    337
    
    
    
    337
    
    
    
    670
    
    
    
    671Director compensation
    
    
    108
    
    
    
    113
    
    
    
    218
    
    
    
    227Professional fees
    
    
    90
    
    
    
    85
    
    
    
    211
    
    
    
    169Taxes, other than income
    
    
    127
    
    
    
    129
    
    
    
    255
    
    
    
    260FDIC Insurance premiums
    
    
    317
    
    
    
    11
    
    
    
    405
    
    
    
    21Amortization of intangibles
    
    
    12
    
    
    
    12
    
    
    
    23
    
    
    
    23Other noninterest expense
    
    
    301
    
    
    
    284
    
    
    
    570
    
    
    
    538Total noninterest expense
    
    
    3,315
    
    
    
    2,945
    
    
    
    6,506
    
    
    
    5,986Income before income taxes
    
    
    1,570
    
    
    
    1,828
    
    
    
    3,503
    
    
    
    3,769Provision for income taxes
    
    
    405
    
    
    
    431
    
    
    
    928
    
    
    
    970Net income
    
    $
    1,165
    
    
    $
    1,397
    
    
    $
    2,575
    
    
    $
    2,799Earnings per shareBasic
    
    $
    0.27
    
    
    $
    0.32
    
    
    $
    0.59
    
    
    $
    0.64Diluted
    
    $
    0.27
    
    
    $
    0.32
    
    
    $
    0.59
    
    
    $
    0.64Cash dividends declared per share
    
    $
    0.19
    
    
    $
    0.18
    
    
    $
    0.38
    
    
    $
    0.36Weighted average basic shares outstanding
    
    
    4,338,545
    
    
    
    4,390,838
    
    
    
    4,339,583
    
    
    
    4,396,985Weighted average diluted shares outstanding
    
    
    4,342,086
    
    
    
    4,398,055
    
    
    
    4,343,850
    
    
    
    4,404,367
   4




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##### Table of Contents



Juniata Valley Financial Corp. and Subsidiary
 
 Consolidated
Statements of Changes in Stockholders Equity
   Six Months Ended June 30, 2009
 Number
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulatedof
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalShares
    
    
    Common
    
    
    
    
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    StockholdersOutstanding
    
    
    Stock
    
    
    Surplus
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    EquityBalance at December 31, 2008
    
    
    4,341,055
    
    
    $
    4,746
    
    
    $
    18,324
    
    
    $
    34,758
    
    
    $
    (1,247
    )
    
    $
    (8,096
    )
    
    $
    48,485Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,575
    
    
    
    
    
    
    
    
    
    
    
    2,575Change in unrealized losses on securities
available for sale, net of reclassifica-
tion adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,558Cash dividends at $0.38 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,649
    )
    
    
    
    
    
    
    
    
    
    
    (1,649
    )Stock-based compensation activity
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19Purchase of treasury stock, at cost
    
    
    (7,600
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (128
    )
    
    
    (128
    )Treasury stock issued for stock option
and stock purchase plans
    
    
    9,132
    
    
    
    
    
    
    
    (49
    )
    
    
    
    
    
    
    
    
    
    
    182
    
    
    
    133Balance at June 30, 2009
    
    
    4,342,587
    
    
    $
    4,746
    
    
    $
    18,294
    
    
    $
    35,684
    
    
    $
    (1,264
    )
    
    $
    (8,042
    )
    
    $
    49,418
 Six Months Ended June
30, 2008
 Number
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulatedof
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalShares
    
    
    Common
    
    
    
    
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    StockholdersOutstanding
    
    
    Stock
    
    
    Surplus
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    EquityBalance at December 31, 2007
    
    
    4,409,445
    
    
    $
    4,746
    
    
    $
    18,297
    
    
    $
    32,755
    
    
    $
    (557
    )
    
    $
    (6,669
    )
    
    $
    48,572Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,799
    
    
    
    
    
    
    
    
    
    
    
    2,799Change in unrealized losses on securities
available for sale, net of reclassifica-
tion adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (97
    )
    
    
    
    
    
    
    (97
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,702Implementation of EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (480
    )
    
    
    
    
    
    
    
    
    
    
    (480
    )Cash dividends at $0.36 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,584
    )
    
    
    
    
    
    
    
    
    
    
    (1,584
    )Stock-based compensation activity
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24Purchase of treasury stock, at cost
    
    
    (27,155
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (566
    )
    
    
    (566
    )Treasury stock issued for stock option
and stock purchase plans
    
    
    3,863
    
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    67Balance at June 30, 2008
    
    
    4,386,153
    
    
    $
    4,746
    
    
    $
    18,311
    
    
    $
    33,490
    
    
    $
    (654
    )
    
    $
    (7,158
    )
    
    $
    48,735
   5




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##### Table of Contents



Juniata Valley Financial Corp. and Subsidiary
 
 Consolidated Statements of Cash Flows
   Six Months Ended June 30,2009
    
    
    2008Operating activities:Net income
    
    $
    2,575
    
    
    $
    2,799Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    212
    
    
    
    144Provision for depreciation
    
    
    309
    
    
    
    338Net (accretion) amortization of securities premiums (discounts)
    
    
    97
    
    
    
    83Amortization of core deposit intangible
    
    
    23
    
    
    
    23Amortization of deferred net loan costs
    
    
    18
    
    
    
    7Deferral of net loan costs
    
    
    (9
    )
    
    
    (6
    )Securities impairment charge
    
    
    226
    
    
    
    393Net realized gains on sales of securities
    
    
    
    
    
    
    (41
    )Losses (gains) on sales of other assets
    
    
    (33
    )
    
    
    (53
    )Earnings on bank owned life insurance and annuities
    
    
    (218
    )
    
    
    (236
    )Gain from life insurance proceeds
    
    
    
    
    
    
    (179
    )Deferred income tax expense
    
    
    (54
    )
    
    
    (59
    )Equity in earnings of unconsolidated subsidiary, net of dividends of $17
and $0
    
    
    (79
    )
    
    
    (93
    )Stock-based compensation expense
    
    
    19
    
    
    
    24Increase in accrued interest receivable and other assets
    
    
    (163
    )
    
    
    (766
    )Increase (decrease) in accrued interest payable and other liabilities
    
    
    552
    
    
    
    (200
    )Net cash provided by operating activities
    
    
    3,475
    
    
    
    2,178Investing activities:Purchases of:Securities available for sale
    
    
    (31,937
    )
    
    
    (35,217
    )FHLB stock
    
    
    
    
    
    
    (294
    )Premises and equipment
    
    
    (86
    )
    
    
    (591
    )Bank owned life insurance and annuities
    
    
    (68
    )
    
    
    (66
    )Proceeds from:Maturities of and principal repayments on
securities available for sale
    
    
    21,568
    
    
    
    26,995Bank owned life insurance and annuities
    
    
    35
    
    
    
    37Life insurance claims
    
    
    
    
    
    
    438Sale of other real estate owned
    
    
    228
    
    
    
    210Sale of other assets
    
    
    113
    
    
    
    322Net decrease in interest-bearing time deposits
    
    
    
    
    
    
    200Net (increase) decrease in loans receivable
    
    
    6,528
    
    
    
    (10,892
    )Net cash used in investing activities
    
    
    (3,619
    )
    
    
    (18,858
    )Financing activities:Net increase in deposits
    
    
    15,226
    
    
    
    9,585Net increase (decrease) in short-term borrowings and securities
sold under agreements to repurchase
    
    
    (8,861
    )
    
    
    1,749Cash dividends
    
    
    (1,649
    )
    
    
    (1,584
    )Purchase of treasury stock
    
    
    (128
    )
    
    
    (566
    )Treasury stock issued for employee stock plans
    
    
    133
    
    
    
    67Net cash provided by financing activities
    
    
    4,721
    
    
    
    9,251Net increase (decrease) in cash and cash equivalents
    
    
    4,577
    
    
    
    (7,429
    )Cash and cash equivalents at beginning of period
    
    
    12,457
    
    
    
    20,524Cash and cash equivalents at end of period
    
    $
    17,034
    
    
    $
    13,095Supplemental information:Interest paid
    
    $
    3,841
    
    
    $
    4,936Income taxes paid
    
    $
    700
    
    
    $
    1,175Supplemental schedule of noncash investing and financing activities:Transfer of loans to other real estate owned and repossessed assets
    
    $
    524
    
    
    $
    
   6




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##### Table of Contents



Juniata Valley Financial Corp. and Subsidiary
 
       Subsequent Events available to be issued
 Accounting for Transfers of Financial Assets, an
amendment of FASB Statement No. 140. Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities
 Amendments to FASB Interpretation No. 46(R). Consolidation of Variable Interest Entities (revised
December 2003)  an interpretation of ARB No. 51
  7




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##### Table of Contents



The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162. , The Hierarchy of Generally Accepted Accounting Principles, FASB Accounting Standards Codification
    Three Months Ended June 30, 2009
    
    
    Three Months Ended June 30, 2008Before
    
    
    Tax Expense
    
    
    
    
    
    
    Before
    
    
    Tax ExpenseTax
    
    
    or
    
    
    Net-of-Tax
    
    
    Tax
    
    
    or
    
    
    Net-of-TaxAmount
    
    
    (Benefit)
    
    
    Amount
    
    
    Amount
    
    
    (Benefit)
    
    
    AmountNet income
    
    $
    1,570
    
    
    $
    405
    
    
    $
    1,165
    
    
    $
    1,828
    
    
    $
    431
    
    
    $
    1,397Other comprehensive income (loss):Unrealized gains (losses) on available for sale securities:Unrealized losses arising during the period
    
    
    (33
    )
    
    
    (11
    )
    
    
    (22
    )
    
    
    (1,118
    )
    
    
    (380
    )
    
    
    (738
    )Unrealized gains (losses) from unconsolidated subsidiary
    
    
    7
    
    
    
    
    
    
    
    7
    
    
    
    (14
    )
    
    
    
    
    
    
    (14
    )Less reclassification adjustment for:losses included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    (10
    )
    
    
    (18
    )securities impairment charge
    
    
    226
    
    
    
    77
    
    
    
    149
    
    
    
    393
    
    
    
    134
    
    
    
    259Other comprehensive income (loss)
    
    
    200
    
    
    
    66
    
    
    
    134
    
    
    
    (767
    )
    
    
    (256
    )
    
    
    (511
    )Total comprehensive income
    
    $
    1,770
    
    
    $
    471
    
    
    $
    1,299
    
    
    $
    1,061
    
    
    $
    175
    
    
    $
    886
 Six Months Ended June 30, 2009
    
    
    Six Months Ended June 30, 2008Before
    
    
    Tax Expense
    
    
    
    
    
    
    Before
    
    
    Tax ExpenseTax
    
    
    or
    
    
    Net-of-Tax
    
    
    Tax
    
    
    or
    
    
    Net-of-TaxAmount
    
    
    (Benefit)
    
    
    Amount
    
    
    Amount
    
    
    (Benefit)
    
    
    AmountNet income
    
    $
    3,503
    
    
    $
    928
    
    
    $
    2,575
    
    
    $
    3,769
    
    
    $
    970
    
    
    $
    2,799Other comprehensive loss:Unrealized gains (losses) on available for sale securities:Unrealized losses arising during the period
    
    
    (262
    )
    
    
    (89
    )
    
    
    (173
    )
    
    
    (497
    )
    
    
    (169
    )
    
    
    (328
    )Unrealized gains (losses) from unconsolidated subsidiary
    
    
    7
    
    
    
    
    
    
    
    7
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Less reclassification adjustment for:losses included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41
    )
    
    
    (14
    )
    
    
    (27
    )securities impairment charge
    
    
    226
    
    
    
    77
    
    
    
    149
    
    
    
    393
    
    
    
    134
    
    
    
    259Other comprehensive loss
    
    
    (29
    )
    
    
    (12
    )
    
    
    (17
    )
    
    
    (146
    )
    
    
    (49
    )
    
    
    (97
    )Total comprehensive income
    
    $
    3,474
    
    
    $
    916
    
    
    $
    2,558
    
    
    $
    3,623
    
    
    $
    921
    
    
    $
    2,702
  8




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##### Table of Contents



Three Months
    
    
    Three MonthsEnded
    
    
    Ended(Amounts, except earnings per share, in thousands)
    
    June 30, 2009
    
    
    June 30, 2008Net income
    
    $
    1,165
    
    
    $
    1,397Weighted-average common shares outstanding
    
    
    4,338
    
    
    
    4,391Basic earnings per share
    
    $
    0.27
    
    
    $
    0.32Weighted-average common shares outstanding
    
    
    4,338
    
    
    
    4,391Common stock equivalents due to effect of stock options
    
    
    4
    
    
    
    7Total weighted-average common shares and equivalents
    
    
    4,342
    
    
    
    4,398Diluted earnings per share
    
    $
    0.27
    
    
    $
    0.32
 Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2009
    
    
    June 30, 2008Net income
    
    $
    2,575
    
    
    $
    2,799Weighted-average common shares outstanding
    
    
    4,340
    
    
    
    4,397Basic earnings per share
    
    $
    0.59
    
    
    $
    0.64Weighted-average common shares outstanding
    
    
    4,340
    
    
    
    4,397Common stock equivalents due to effect of stock options
    
    
    4
    
    
    
    7Total weighted-average common shares and equivalents
    
    
    4,344
    
    
    
    4,404Diluted earnings per share
    
    $
    0.59
    
    
    $
    0.64
     9




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(Dollar amounts in thousands)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Components of net periodic pension costService cost
    
    $
    47
    
    
    $
    45
    
    
    $
    94
    
    
    $
    90Interest cost
    
    
    112
    
    
    
    110
    
    
    
    224
    
    
    
    220Expected return on plan assets
    
    
    (115
    )
    
    
    (106
    )
    
    
    (230
    )
    
    
    (212
    )Amortization of prior service cost
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )
    
    
    Additional recognized amounts
    
    
    40
    
    
    
    9
    
    
    
    80
    
    
    
    18Net periodic pension cost
    
    $
    83
    
    
    $
    58
    
    
    $
    167
    
    
    $
    116
       10




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##### Table of Contents



Recognition and Presentation of
Other-Than-Temporary Impairments
   June 30, 2009Gross
    
    
    GrossSecurities Available for Sale
    
    Amortized
    
    
    Fair
    
    
    Unrealized
    
    
    UnrealizedType and maturity
    
    Cost
    
    
    Value
    
    
    Gains
    
    
    LossesU.S. Treasury securities and obligations of U.S.
Government agencies and corporationsWithin one year
    
    $
    3,000
    
    
    $
    3,028
    
    
    $
    28
    
    
    $
    After one year but within five years
    
    
    23,490
    
    
    
    23,658
    
    
    
    174
    
    
    
    (6
    )26,490
    
    
    
    26,686
    
    
    
    202
    
    
    
    (6
    )Obligations of state and political subdivisionsWithin one year
    
    
    7,191
    
    
    
    7,206
    
    
    
    15
    
    
    
    After one year but within five years
    
    
    33,945
    
    
    
    34,848
    
    
    
    907
    
    
    
    (4
    )After five years but within ten years
    
    
    2,069
    
    
    
    2,126
    
    
    
    57
    
    
    
    43,205
    
    
    
    44,180
    
    
    
    979
    
    
    
    (4
    )Corporate notesAfter one year but within five years
    
    
    1,000
    
    
    
    996
    
    
    
    
    
    
    
    (4
    )1,000
    
    
    
    996
    
    
    
    
    
    
    
    (4
    )Mortgage-backed securities
    
    
    1,648
    
    
    
    1,750
    
    
    
    102
    
    
    
    Equity securities
    
    
    984
    
    
    
    719
    
    
    
    8
    
    
    
    (273
    )Total
    
    $
    73,327
    
    
    $
    74,331
    
    
    $
    1,291
    
    
    $
    (287
    )
  11




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##### Table of Contents



December 31, 2008Gross
    
    
    GrossSecurities Available for Sale
    
    Amortized
    
    
    Fair
    
    
    Unrealized
    
    
    UnrealizedType and maturity
    
    Cost
    
    
    Value
    
    
    Gains
    
    
    LossesU.S.
Treasury securities and obligations of U.S. Government agencies and corporationsWithin one year
    
    $
    4,627
    
    
    
    4,732 $
    
    
    $
    105
    
    
    $
    After one year but within five years
    
    
    19,961
    
    
    
    20,236
    
    
    
    275
    
    
    
    24,588
    
    
    
    24,968
    
    
    
    380
    
    
    
    Obligations of state and political subdivisionsWithin one year
    
    
    3,571
    
    
    
    3,593
    
    
    
    22
    
    
    
    After one year but within five years
    
    
    27,622
    
    
    
    28,343
    
    
    
    727
    
    
    
    (6
    )After five years but within ten years
    
    
    3,485
    
    
    
    3,579
    
    
    
    95
    
    
    
    (1
    )34,678
    
    
    
    35,515
    
    
    
    844
    
    
    
    (7
    )Corporate notesAfter one year but within five years
    
    
    1,000
    
    
    
    957
    
    
    
    
    
    
    
    (43
    )1,000
    
    
    
    957
    
    
    
    
    
    
    
    (43
    )Mortgage-backed securities
    
    
    1,803
    
    
    
    1,867
    
    
    
    64
    
    
    
    Equity securities
    
    
    1,210
    
    
    
    1,014
    
    
    
    29
    
    
    
    (225
    )Total
    
    $
    63,279
    
    
    $
    64,321
    
    
    $
    1,317
    
    
    $
    (275
    )
  Unrealized Losses 06/30/2009Less Than 12 Months
    
    
    12 Months or More
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesU.S. Treasury securities and
obligations of U.S. Government
agencies and corporations
    
    $
    3,052
    
    
    $
    (6
    )
    
    $
    
    
    
    $
    
    
    
    $
    3,052
    
    
    $
    (6
    )Obligations of state and political
subdivisions
    
    
    3,229
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    3,229
    
    
    
    (4
    )Corporate and other securities
    
    
    
    
    
    
    
    
    
    
    996
    
    
    
    (4
    )
    
    
    996
    
    
    
    (4
    )Debt securities
    
    
    6,281
    
    
    
    (10
    )
    
    
    996
    
    
    
    (4
    )
    
    
    7,277
    
    
    
    (14
    )Equity securities
    
    
    501
    
    
    
    (222
    )
    
    
    120
    
    
    
    (51
    )
    
    
    621
    
    
    
    (273
    )Total temporarily impaired securities
    
    $
    6,782
    
    
    $
    (232
    )
    
    $
    1,116
    
    
    $
    (55
    )
    
    $
    7,898
    
    
    $
    (287
    )
 Unrealized Losses 12/31/2008Less Than 12 Months
    
    
    12 Months or More
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesObligations of state and political
subdivisions
    
    $
    1,016
    
    
    $
    (7
    )
    
    $
    
    
    
    $
    
    
    
    $
    1,016
    
    
    $
    (7
    )Corporate and other securities
    
    
    957
    
    
    
    (43
    )
    
    
    
    
    
    
    
    
    
    
    957
    
    
    
    (43
    )Debt securities
    
    
    1,973
    
    
    
    (50
    )
    
    
    
    
    
    
    
    
    
    
    1,973
    
    
    
    (50
    )Equity securities
    
    
    743
    
    
    
    (181
    )
    
    
    99
    
    
    
    (44
    )
    
    
    842
    
    
    
    (225
    )Total temporarily impaired securities
    
    $
    2,716
    
    
    $
    (231
    )
    
    $
    99
    
    
    $
    (44
    )
    
    $
    2,815
    
    
    $
    (275
    )
  12




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##### Table of Contents



Fair Value
Measurements
 Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly Fair Value Measurements
    13




---



##### Table of Contents



Level 1 Inputs  Unadjusted quoted prices in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the measurement date.
 Level 2 Inputs  Inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly. These might include quoted prices for
similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other than quoted prices that
are observable for the asset or liability (such as interest rates, volatilities, prepayment
speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by
market data by correlation or other means.
 Level 3 Inputs  Unobservable inputs for determining the fair values of assets or
liabilities that reflect an entitys own assumptions about the assumptions that market
participants would use in pricing the assets or liabilities.
   Securities Available for Sale.
  14




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##### Table of Contents



Impaired Loans
 Other Real Estate Owned.
  (Level 2)(Level 1)
    
    
    Significant
    
    
    (Level 3)Quoted Prices in
    
    
    Other
    
    
    Significant OtherActive Markets for
    
    
    Observable
    
    
    UnobservableJune 30, 2009
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsMeasured at fair value on a recurring basis:Equity securities available-for-sale
    
    $
    719
    
    
    $
    719
    
    
    $
    
    
    
    $
    Debt securities available-for-sale
    
    
    73,612
    
    
    
    
    
    
    
    73,612
    
    
    
    Measured at fair value on a non-recurring
basis:Impaired loans
    
    
    1,104
    
    
    
    
    
    
    
    
    
    
    
    1,104Other real estate owned
    
    
    594
    
    
    
    
    
    
    
    
    
    
    
    594
 (Level 2)(Level 1)
    
    
    Significant
    
    
    (Level 3)Quoted Prices in
    
    
    Other
    
    
    Significant OtherActive Markets for
    
    
    Observable
    
    
    UnobservableDecember 31, 2008
    
    
    Identical Assets
    
    
    Inputs
    
    
    InputsMeasured at fair value on a recurring basis:Equity securities available-for-sale
    
    $
    1,014
    
    
    $
    1,014
    
    
    $
    
    
    
    $
    Debt securities available-for-sale
    
    
    63,307
    
    
    
    
    
    
    
    63,307
    
    
    
    Measured at fair value on a non-recurring basis:Impaired loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other real estate owned
    
    
    305
    
    
    
    
    
    
    
    
    
    
    
    305
  Fair Value of Financial Instruments
 Interim Disclosures about Fair Value
of Financial Instruments Disclosures about Fair Value of Financial Instruments Interim Financial Reporting
  15




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##### Table of Contents



Financial Instruments
 June 30, 2009
    
    
    December 31, 2008Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    ValueFinancial assets:Cash and due from banks
    
    $
    9,282
    
    
    $
    9,282
    
    
    $
    12,264
    
    
    $
    12,264Interest bearing deposits with banks
    
    
    252
    
    
    
    252
    
    
    
    193
    
    
    
    193Federal funds sold
    
    
    7,500
    
    
    
    7,500
    
    
    
    
    
    
    
    Interest bearing time deposits with banks
    
    
    5,325
    
    
    
    5,483
    
    
    
    5,325
    
    
    
    5,471Securities
    
    
    74,331
    
    
    
    74,331
    
    
    
    64,321
    
    
    
    64,321Restricted investment in FHLB stock
    
    
    2,197
    
    
    
    2,197
    
    
    
    2,197
    
    
    
    2,197Total loans, net of unearned interest
    
    
    305,249
    
    
    
    313,069
    
    
    
    312,522
    
    
    
    323,289Accrued interest receivable
    
    
    2,544
    
    
    
    2,544
    
    
    
    2,315
    
    
    
    2,315Financial liabilities:Non-interest bearing deposits
    
    
    51,663
    
    
    
    51,663
    
    
    
    54,200
    
    
    
    54,200Interest bearing deposits
    
    
    320,594
    
    
    
    322,816
    
    
    
    302,831
    
    
    
    306,500Securities sold under agreements to repurchase
    
    
    1,718
    
    
    
    1,718
    
    
    
    1,944
    
    
    
    1,944Short-term borrowings
    
    
    
    
    
    
    
    
    
    
    8,635
    
    
    
    8,635Long-term debt
    
    
    5,000
    
    
    
    5,041
    
    
    
    5,000
    
    
    
    5,021Other interest bearing liabilities
    
    
    1,118
    
    
    
    1,122
    
    
    
    1,096
    
    
    
    1,096Accrued interest payable
    
    
    741
    
    
    
    741
    
    
    
    801
    
    
    
    801Off-balance sheet financial instruments:Commitments to extend credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Letters of credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
      16




---



##### Table of Contents



Interest bearing time deposits with banks
 Securities Available for Sale
 Loans
 Impaired Loans
 Fixed rate time deposits
 Commitments
to extend credit and letters of credit
    17




---



##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
            18




---



##### Table of Contents



June 30,
    
    
    December 31,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %Deposits:Demand, non-interest bearing
    
    $
    51,663
    
    
    $
    54,200
    
    
    $
    (2,537
    )
    
    
    (4.7
    %)NOW and money market
    
    
    68,460
    
    
    
    62,099
    
    
    
    6,361
    
    
    
    10.2
    %Savings
    
    
    41,111
    
    
    
    37,114
    
    
    
    3,997
    
    
    
    10.8
    %Time deposits, $100,000 and more
    
    
    41,182
    
    
    
    39,059
    
    
    
    2,123
    
    
    
    5.4
    %Other time deposits
    
    
    169,841
    
    
    
    164,559
    
    
    
    5,282
    
    
    
    3.2
    %Total deposits
    
    $
    372,257
    
    
    $
    357,031
    
    
    $
    15,226
    
    
    
    4.3
    %
  June 30,
    
    
    December 31,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %Loans:Commercial, financial and agricultural
    
    $
    34,311
    
    
    $
    38,755
    
    
    $
    (4,444
    )
    
    
    (11.5
    %)Real estate  commercial
    
    
    34,344
    
    
    
    32,171
    
    
    
    2,173
    
    
    
    6.8
    %Real estate  construction
    
    
    22,563
    
    
    
    22,144
    
    
    
    419
    
    
    
    1.9
    %Real estate  mortgage
    
    
    139,484
    
    
    
    140,016
    
    
    
    (532
    )
    
    
    (0.4
    %)Home equity
    
    
    55,914
    
    
    
    60,949
    
    
    
    (5,035
    )
    
    
    (8.3
    %)Obligations of states and political
subdivisions
    
    
    7,901
    
    
    
    7,177
    
    
    
    724
    
    
    
    10.1
    %Personal
    
    
    13,228
    
    
    
    13,920
    
    
    
    (692
    )
    
    
    (5.0
    %)Total loans
    
    $
    307,745
    
    
    $
    315,132
    
    
    
    ($7,387
    )
    
    
    (2.3
    %)
  Periods Ended June 30,2009
    
    
    2008Balance of allowance  January 1
    
    $
    2,610
    
    
    $
    2,322Loans charged off
    
    
    (331
    )
    
    
    (73
    )Recoveries of loans previously charged off
    
    
    5
    
    
    
    19Net charge-offs
    
    
    (326
    )
    
    
    (54
    )Provision for loan losses
    
    
    212
    
    
    
    144Balance of allowance  end of period
    
    $
    2,496
    
    
    $
    2,412Ratio of net charge-offs during period to
average loans outstanding
    
    
    0.11
    %
    
    
    0.02
    %
  19




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##### Table of Contents



(Dollar amounts in thousands)
    
    June 30, 2009
    
    
    December 31, 2008Non-performing loansNonaccrual loans
    
    $
    1,824
    
    
    $
    1,255Accruing loans past due 90 days or more
    
    
    906
    
    
    
    664Restructured loans
    
    
    
    
    
    
    Total
    
    $
    2,730
    
    
    $
    1,919Average loans outstanding
    
    $
    310,381
    
    
    $
    307,606Ratio of non-performing loans to
average loans outstanding
    
    
    0.88
    %
    
    
    0.62
    %
      Comparison of the Three Months Ended June 30, 2009 and 2008
    20




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##### Table of Contents



Three Months EndedJune 30,2009
    
    
    2008Return on average assets (annualized)
    
    
    1.07
    %
    
    
    1.31
    %Return on average equity (annualized)
    
    
    9.47
    %
    
    
    11.42
    %Average equity to average assets
    
    
    11.26
    %
    
    
    11.43
    %Non-interest income, excluding securities gains and impairment
charges, as a percentage of average assets (annualized)
    
    
    1.04
    %
    
    
    1.20
    %Non-interest expense as a percentage of average assets (annualized)
    
    
    3.03
    %
    
    
    2.75
    %
          21




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##### Table of Contents



Quarter ended June 30,Non-interest income (in thousands)
    
    2009
    
    
    2008Securities other-than-temporary impairment charge
    
    $
    (226
    )
    
    $
    (393
    )Gains on the sale of securities
    
    
    
    
    
    
    28Gains on the sale of former branch locations
    
    
    14
    
    
    
    58Gains from life insurance proceeds
    
    
    
    
    
    
    179Refund of overcharged PA sales tax from years 2004-2006
    
    
    40
    
    
    
    Total positive (negative) impact on non-interest income
    
    $
    (172
    )
    
    $
    (128
    )
      Quarter ended June 30,Non-interest expense (in thousands)
    
    2009
    
    
    2008Forfeiture of unvested employee benefits
    
    $
    
    
    
    $
    (106
    )FDIC Insurance special assessment
    
    
    194
    
    
    
    Total negative (positive) impact on non-interest expense
    
    $
    194
    
    
    $
    (106
    )
  22




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##### Table of Contents



Comparison of the Six Months Ended June 30, 2009 and 2008
    Six Months EndedJune 30,2009
    
    
    2008Return on average assets (annualized)
    
    
    1.19
    %
    
    
    1.32
    %Return on average equity (annualized)
    
    
    10.52
    %
    
    
    11.51
    %Average equity to average assets
    
    
    11.34
    %
    
    
    11.48
    %Non-interest income, excluding securities gains and impairment
charges, as a percentage of average assets (annualized)
    
    
    1.10
    %
    
    
    1.14
    %Non-interest expense as a percentage of average assets (annualized)
    
    
    3.01
    %
    
    
    2.82
    %
   23




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##### Table of Contents



Year-to-date through June 30,Non-interest income (in thousands)
    
    2009
    
    
    2008Securities other-than-temporary impairment charge
    
    $
    (226
    )
    
    $
    (393
    )Gains on the sale of securities
    
    
    
    
    
    
    41Partial redemption of VISA shares
    
    
    
    
    
    
    38Gains on the sale of former branch locations
    
    
    14
    
    
    
    58Gains from life insurance proceeds
    
    
    
    
    
    
    179Refund of overcharged PA sales tax from years 2004-2006
    
    
    40
    
    
    
    Prior period income from credit-life insurance sales
    
    
    323
    
    
    
    Total positive (negative) impact on non-interest income
    
    $
    151
    
    
    $
    (77
    )
  24




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##### Table of Contents



Year-to-date through June 30,Non-interest expense (in thousands)
    
    2009
    
    
    2008Forfeiture of unvested employee benefits
    
    $
    
    
    
    $
    (106
    )FDIC Insurance special assessment
    
    
    194
    
    
    
    Total negative (positive) impact on non-interest expense
    
    $
    194
    
    
    $
    (106
    )
     25




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##### Table of Contents



26




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
         27




---



##### Table of Contents



Change in Net
    
    
    Change in NetChange in
    
    
    
    
    Interest Income
    
    
    Interest Income
    
    
    Total Change inInterest Rates
    
    
    
    
    Due to Interest
    
    
    Due to Imbedded
    
    
    Net Interest(Basis Points)
    
    
    
    
    Rate Risk (Static)
    
    
    Options
    
    
    Income300
    
    
    
    
    $
    (178
    )
    
    $
    376
    
    
    $
    198200
    
    
    
    
    
    (119
    )
    
    
    138
    
    
    
    19100
    
    
    
    
    
    (60
    )
    
    
    36
    
    
    
    (24
    )0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   
 Item 4.
    
    Controls and Procedures
 Disclosure Controls and Procedures
    28




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##### Table of Contents



Changes in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1.
    
    LEGAL PROCEEDINGS
  
 Item 1A.
    
    RISK FACTORS
  
 Item 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Number ofShares Purchased as
    
    
    Maximum Number ofTotal Number
    
    
    Average
    
    
    Part of Publicly
    
    
    Shares that May Yet Beof Shares
    
    
    Price Paid
    
    
    Announced Plans or
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Programs
    
    
    Plans or Programs (1)April 1-30, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    210,936May 1-31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210,936June 1-30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210,936Totals
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210,936
 (1)
    
    On March 23, 2001, the Corporation announced plans to buy back 100,000
(200,000 on a post-split basis) shares of its common stock. There is no expiration
date to this buyback plan, but subsequent to the initial plan, the Board of
Directors authorized the repurchase of 400,000 additional shares in 2005 and then
authorized 200,000 additional shares in September of 2008. As of August 5, 2009, the
number of shares that may yet be purchased under the program was 210,936. No
repurchase plan or program expired during the period covered by the table. The
Corporation has no stock repurchase plan or program that it has determined to
terminate prior to expiration or under which it does not intend to make further
purchases.  29




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##### Table of Contents



Item 3.
    
    DEFAULTS UPON SENIOR SECURITIES
  
 Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Withhold
    
    
    Abstentions /Name
    
    For
    
    
    Authority
    
    
    Broker Non-votesA. Jerome Cook
    
    
    2,625,558
    
    
    
    166,368
    
    
    
    0Martin L. Dreibelbis
    
    
    2,728,007
    
    
    
    63,919
    
    
    
    0Marshall L. Hartman
    
    
    2,721,187
    
    
    
    70,739
    
    
    
    0Robert K. Metz
    
    
    2,726,009
    
    
    
    65,917
    
    
    
    0Richard M. Scanlon, DMD
    
    
    2,724,566
    
    
    
    67,360
    
    
    
    0
   
 Item 5.
    
    OTHER INFORMATION
  
 Item 6.
    
    EXHIBITS
 3.1
    
    
    
    
    Amended and Restated Articles of Incorporation (incorporated
by reference to Exhibit 4.1 to the Corporations Form S-3 Registration
Statement No. 333-129023 filed with the SEC on October 14, 2005)3.2
    
    
    
    
    Bylaws (incorporated by reference to Exhibit 3.2 to the
Corporations report on Form 8-K filed with the SEC on December 21, 2007)10.0
    
    
    
    
    2004 Executive Annual Incentive Plan (incorporated by reference
to Exhibit 10.15 to the Corporations report on Form 10-K filed with the SEC
on March 16, 2005)*10.1
    
    
    
    
    Exhibits A-B to 2004 Executive Annual Incentive Plan (filed herewith)*31.1
    
    
    
    
    Rule 13a  14(a)/15d  14(a) Certification of President and Chief
Executive Officer31.2
    
    
    
    
    Rule 13a  14(a)/15d  14(a) Certification of Chief Financial
Officer32.1
    
    
    
    
    Section 1350 Certification of President and Chief Executive
Officer (furnished, not filed)32.2
    
    
    
    
    Section 1350 Certification of Chief Financial Officer
(furnished, not filed)
  30




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##### Table of Contents



Juniata Valley Financial Corp.
(Registrant)Date: 08-07-2009
    By:
    
/s/ Francis J. EvanitskyFrancis J. Evanitsky, President
and Chief Executive OfficerDate: 08-07-2009
    By:
    
/s/ JoAnn N. McMinnJoAnn N. McMinn, Chief Financial Officer  31




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description3.1
    
    
    Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.1 to the Corporations Form S-3
Registration Statement No. 333-129023 filed with the SEC on October 14, 2005)3.2
    
    
    Bylaws (incorporated by reference to Exhibit 3.2 to the
Corporations report on Form 8-K filed with the SEC on December 21, 2007)10.0
    
    
    2004 Executive Annual Incentive Plan (incorporated by reference
to Exhibit 10.15 to the Corporations report on Form 10-K filed with the SEC
on March 16, 2005)*10.1
    
    
    Exhibits A-B to 2004 Executive Annual Incentive Plan (filed herewith)*31.1
    
    
    Rule 13a  14(a)/15d  14(a) Certification of President and Chief
Executive Officer31.2
    
    
    Rule 13a  14(a)/15d  14(a) Certification of Chief Financial
Officer32.1
    
    
    Section 1350 Certification of President and Chief Executive
Officer (furnished, not filed)32.2
    
    
    Section 1350 Certification of Chief Financial Officer
(furnished, not filed)
  32