**Exhibit 99**

 

**Safe Harbor Under the Private Securities Litigation Reform Act of 1995**

 

The Private Securities Litigation Reform Act of 1995 (the Act) provides a safe harbor for forward-looking statements to encourage companiesto provide prospective information about their companies, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differmaterially from those discussed in the statement. NB&T Financial Group, Inc. and its subsidiaries (the Company) desires to take advantage of the safe harbor provisions of the Act. Certain information, particularly information regarding futureeconomic performance and finances and plans and objectives of management, contained or incorporated by reference in the Company’s Report on Form 10-Q for the quarter ended June 30, 2004 is forward-looking. In some cases, information regardingcertain important factors that could cause actual results of operations or outcomes of other events to differ materially from any such forward-looking statement appears together with such statement. In addition, forward-looking statements aresubject to other risks and uncertainties affecting the financial institutions industry, including, but not limited to, the following: 

 

**Interest Rate Risk**

 

The Company’s operating results are dependent to a significant degree on its net interest income, which is the difference between interest income from loans, investments and other interest-earning assets andinterest expense on deposits, borrowings and other interest-bearing liabilities. The interest income and interest expense of the Company change as the interest rates on interest-earning assets and interest-bearing liabilities change. Interest ratesmay change because of general economic conditions, the policies of various regulatory authorities and other factors beyond the Company’s control. In a rising interest rate environment, loans tend to prepay slowly and new loans at higher ratesincrease slowly, while interest paid on deposits increases rapidly because the terms to maturity of deposits tend to be shorter than the terms to maturity or prepayment of loans. Such differences in the adjustment of interest rates on assets andliabilities may negatively affect the Company’s income. 

 

**PossibleInadequacy of the Allowance for Loan Losses**

 

The Company maintains anallowance for loan losses based upon a number of relevant factors, including, but not limited to, trends in the level of non-performing assets and classified loans, current and anticipated economic conditions in the primary lending area, past lossexperience, possible losses arising from specific problem loans and changes in the composition of the loan portfolio. While the Company’s Board of Directors believes that it uses the best information available to determine the allowance forloan losses, unforeseen market conditions could result in material adjustments, and net earnings could be significantly adversely affected if circumstances differ substantially from the assumptions used in making the final determination. 

 

Loans not secured by one- to four-family residential real estate are generally consideredto involve greater risk of loss than loans secured by one- to four-family residential real estate due, in part, to the effects of general economic conditions. The repayment of commercial loans and multifamily residential and nonresidential realestate loans generally depends upon the cash flow from the operation of the business or property, which may be negatively affected by national and local economic conditions. Construction loans may also be negatively affected by such economicconditions, particularly loans made to developers who do not have a buyer for a property before the loan is made. The risk of default on consumer loans increases during periods of recession, high unemployment and other adverse economic conditions.When consumers have trouble paying their bills, they are more likely to pay mortgage loans than consumer loans. In addition, the collateral securing such loans, if any, may decrease in value more rapidly than the outstanding balance of the loan.

 

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**Competition**

 

The National Bank and Trust Company (the Bank) competes for deposits with other commercial banks, savings associations and credit unions and issuers of commercial paperand other securities, such as shares in money market mutual funds. The primary factors in competing for deposits are interest rates and convenience of office location. In making loans, the Bank competes with other commercial banks, savings and loanassociations, savings banks, consumer finance companies, credit unions, leasing companies, mortgage companies and other lenders. Competition is affected by, among other things, the general availability of lendable funds, general and local economicconditions, current interest rate levels and other factors which are not readily predictable. The size of financial institutions competing with the Bank is likely to increase as a result of changes in statutes and regulations eliminating variousrestrictions on interstate and inter-industry branching and acquisitions. Such increased competition may have an adverse effect upon the Bank. 

 

**Legislation and Regulation That May Adversely Affect the Company’s Earnings**

 

The Bank is subject to regulation, examination and oversight by the Office of the Comptroller of the Currency (the OCC), special examinationby the Board of Governors of the Federal Reserve System (the FRB) and some regulation, oversight and special examination by the Federal Deposit Insurance Corporation (the FDIC). As a bank holding company, NB&T Financial Group, Inc. is alsosubject to regulation and examination by the FRB. Such supervision and regulation of the Bank and the Company are intended primarily for the protection of depositors and not for the maximization of shareholder value and may affect the ability of theCompany to engage in various business activities. The assessments, filing fees and other costs associated with reports, examinations and other regulatory matters are significant and may have an adverse effect on the Company’s net earnings.

 

The FDIC is authorized to establish separate annual assessment rates fordeposit insurance of members of the Bank Insurance fund (the BIF) and the Savings Association Insurance Fund (the SAIF). The FDIC has established a risk-based assessment system for both SAIF and BIF members. Under such system, assessments may varydepending on the risk the institution poses to its deposit insurance fund. Such risk level is determined by reference to the institution’s capital level and the FDIC’s level of supervisory concern about the institution. 

 

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