EXHIBIT
13




COMMERCIAL
BANCSHARES, INC.


Upper
Sandusky, Ohio





ANNUAL
REPORT


December
31, 2009




CONTENTS





President’s
      Letter
            
            
            1Comparative
      Summary of Selected Financial Data
            
            
            2Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            
            3Report
      of Independent Registered Public Accounting Firm
            
            
            22Consolidated
      Financial Statements
            
            
            23Notes
      to Consolidated Financial Statements
            
            
            28Shareholder
      Information
            
            
            43Officers
            
            
            44Board
      of Directors
            
            
            45





i




December
31, 2009





Dear
Shareholders:





We were
able to substantially grow the bank in 2009 with both loans and deposits
increasing over 14%.  This amounts to an increase of approximately $29
million dollars in loans and $33 million dollars in deposits during a time when
many banks were criticized for not making loans.  We opened a new
Arlington Branch in May and relocated our Barks Road Banking Center in October
to a much larger and newly renovated office.  Both offices have been
well received and have contributed to our strong growth in 2009.  We
have continued to work at improving the efficiency of the bank and were able to
eliminate another $369,000 in salaries/benefits during 2009 bringing the total
to $858,000 over the past two years.  We have also looked at all
expenses and have been able to cut total expenses (net of FDIC premiums) in
excess of $1.6 million over the last two years and continue to look for ways to
further reduce our overhead.  The one expense that increased
drastically for us and for all banks was FDIC Insurance premiums, increasing
$568,000 during 2009.





Our
earnings for the year were comparable to 2008 after adjusting for the one-time
gain from selling the Westerville Banking Center in 2008.  A
combination of increased net interest income and reduced expenses allowed us to
compensate for the large increase in FDIC premiums.  We have been able
to substantially reduce nonaccrual loans and delinquencies during a difficult
economic climate.  The increase in FDIC premiums equates to
approximately $0.50 per share on an annualized basis which is the primary reason
we cut dividends $0.09 per quarter midyear.  Given the current
economic climate and larger FDIC increases we felt it was prudent to reduce
dividends until such time that normalcy returns to the banking
sector.  Our net interest margin remained strong for the year while we
were able to grow our market shares in 2009.  We continue to have a
strong capital base and look forward to continued growth in 2010.  We
will also continue our disciplined approach to loan underwriting and expense
control.  The economy should start to show signs of recovery in 2010
and we are well positioned to take advantage.





Thank you
for your ongoing support.  I look forward to seeing you on May 13,
2010 at our Annual Shareholders meeting.




Sincerely,





robert_sig logo





Robert E.
Beach,


President
and Chief Executive Officer




1




COMPARATIVE
SUMMARY OF SELECTED FINANCIAL DATA


(Dollars
in thousands, except per share data)





2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005YEAR
      END BALANCESTotal
      assets
            
            $
            294,280
            
            
            $
            259,795
            
            
            $
            266,225
            
            
            $
            273,692
            
            
            $
            303,447Total
      securities
            
            
            36,733
            
            
            
            37,621
            
            
            
            48,875
            
            
            
            51,111
            
            
            
            56,931Loans,
      net
            
            
            225,264
            
            
            
            196,167
            
            
            
            192,742
            
            
            
            193,069
            
            
            
            224,926Total
      deposits
            
            
            264,709
            
            
            
            231,668
            
            
            
            238,511
            
            
            
            249,665
            
            
            
            248,506Total
      borrowed funds
            
            
            5,000
            
            
            
            5,000
            
            
            
            5,000
            
            
            
            —
            
            
            
            32,970Total
      shareholders’ equity
            
            
            22,695
            
            
            
            21,305
            
            
            
            21,266
            
            
            
            22,447
            
            
            
            21,525Book
      value per outstanding share
            
            
            19.93
            
            
            
            18.75
            
            
            
            18.71
            
            
            
            19.50
            
            
            
            18.55Shares
      outstanding
            
            
            1,138,497
            
            
            
            1,136,397
            
            
            
            1,136,397
            
            
            
            1,151,335
            
            
            
            1,160,338RESULTS
      OF OPERATIONSInterest
      income
            
            $
            15,529
            
            
            $
            16,294
            
            
            $
            17,882
            
            
            $
            19,150
            
            
            $
            18,045Interest
      expense
            
            
            (4,967
            )
            
            
            (6,277
            )
            
            
            (8,371
            )
            
            
            (8,488
            )
            
            
            (6,303
            )Net
      interest income
            
            
            10,562
            
            
            
            10,017
            
            
            
            9,511
            
            
            
            10,662
            
            
            
            11,742Provision
      for loan loss
            
            
            (1,484
            )
            
            
            (1,127
            )
            
            
            (1,332
            )
            
            
            (435
            )
            
            
            (1,355
            )Other
      income
            
            
            2,376
            
            
            
            2,659
            
            
            
            2,244
            
            
            
            2,443
            
            
            
            2,487Salaries
      and employee benefits
            
            
            (5,046
            )
            
            
            (5,415
            )
            
            
            (5,904
            )
            
            
            (5,453
            )
            
            
            (5,339
            )Other
      expenses
            
            
            (5,218
            )
            
            
            (4,645
            )
            
            
            (5,415
            )
            
            
            (4,947
            )
            
            
            (5,424
            )Income
      (loss) before income taxes
            
            
            1,190
            
            
            
            1,489
            
            
            
            (896
            )
            
            
            2,270
            
            
            
            2,111Applicable income
      (taxes) benefit
            
            
            (89
            )
            
            
            (188
            )
            
            
            597
            
            
            
            (490
            )
            
            
            (444
            )Net
      income (loss)
            
            $
            1,101
            
            
            $
            1,301
            
            
            $
            (299
            )
            
            $
            1,780
            
            
            $
            1,667PER
      SHARE DATANet
      income (loss)Basic
            
            $
            0.97
            
            
            $
            1.14
            
            
            $
            (0.26
            )
            
            $
            1.54
            
            
            $
            1.43Diluted
            
            $
            0.97
            
            
            $
            1.14
            
            
            $
            (0.26
            )
            
            $
            1.54
            
            
            $
            1.43Cash
      dividend paid
            
            $
            0.58
            
            
            $
            0.76
            
            
            $
            0.76
            
            
            $
            0.76
            
            
            $
            0.76FINANCIAL
      RATIOSReturn
      on average total assets
            
            
            0.40
            %
            
            
            0.50
            %
            
            
            -0.11
            %
            
            
            0.61
            %
            
            
            0.57
            %Return
      on average shareholders’ equity
            
            
            4.96
            %
            
            
            6.09
            %
            
            
            -1.37
            %
            
            
            8.09
            %
            
            
            7.63
            %Average
      shareholders’ equity to average total assets
            
            
            8.01
            %
            
            
            8.15
            %
            
            
            8.11
            %
            
            
            7.56
            %
            
            
            7.43
            %Dividend
      payout
            
            
            59.90
            %
            
            
            66.38
            %
            
            
            n/a
            
            
            
            49.40
            %
            
            
            53.14
            %





2




MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




INTRODUCTION




This
financial review presents management’s discussion and analysis of the
consolidated financial condition of the Corporation and its wholly owned
subsidiaries, Commercial Savings Bank and Commercial Financial Insurance Agency,
LTD at December 31, 2009 and 2008, and the consolidated results of operations
for each of the years in the three year period ended December 31,
2009.  This discussion should be read in conjunction with the
consolidated financial statements, notes to consolidated financial statements
and other financial data presented elsewhere in this annual report and on Form
10K.





The
Corporation is designated as a financial holding company by the Federal Reserve
Bank of Cleveland.  This status can help the Corporation take
advantage of changes in existing law made by the Financial Modernization Act of
1999.  As a result of being a financial holding company, the
Corporation may be able to engage in an expanded array of activities determined
to be financial in nature.  This will help the Corporation remain
competitive in the future with other financial service providers in the markets
in which the Corporation does business.  There are more stringent
capital requirements associated with being a financial holding
company.  The Corporation intends to maintain its categorization as a
“well capitalized” bank, as defined by regulatory capital
requirements.





The
registrant is not aware of any trends, events or uncertainties that will have or
are reasonably likely to have a material effect on the liquidity, capital
resources or operations except as discussed herein.  Furthermore, the
Corporation is not aware of any current recommendations by regulatory
authorities that would have such effect if implemented.




FORWARD-LOOKING
STATEMENTS




Management’s
discussion and analysis contains forward-looking statements that are provided to
assist in the understanding of anticipated future financial
performance.   The forward-looking statements are based on
management’s expectations and are subject to a number of risks and
uncertainties.  Although management believes that the expectations
reflected in such forward-looking statements are reasonable, actual results may
differ materially from those expressed or implied in such
statements.  Risks and uncertainties that could cause actual results
to differ materially include, but are not limited to, economic conditions (both
generally and more specifically in the markets in which the Corporation
operates), competition for customers from other financial service providers,
government legislation and regulation, changes in interest rates, the
Corporation’s ability to originate quality loans, collect delinquent loans and
attract and retain deposits, the impact of the Corporation’s growth or lack
thereof, the Corporation’s ability to control costs, and new accounting
pronouncements, all of which are difficult to predict and many of which are
beyond the control of the Corporation.  The words “may,” “could,”
“should,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,”
“intend,” “plan,” “project,” “continue,” and similar expressions as they relate
to the Corporation or its management are intended to identify such
forward-looking statements.





NEW
ACCOUNTING PRONOUNCEMENTS




In June
2009, the Financial Accounting Standards Board (FASB) issued FASB statement No.
168 “The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles - a replacement of FASB Statement No.
162.”  Effective for the interim and annual financial statements
issued after September 15, 2009, the FASB Accounting Standards Codification
(FASB ASC) became the sole source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities.  The Codification is not expected to change
U.S. GAAP, but will combine all authoritative standards into a comprehensive,
topically organized online database.  The FASB will not issue new
standards in the form of Statements, FASB Staff Positions, or Emerging Issues
Task Force Abstracts.  Instead it will issue Accounting Standards
Updates to update the Codification.  Effective July 1, 2009 only one
level of authoritative U.S. GAAP for nongovernmental entities exist, other than
guidance issued by the Securities and Exchange Commission.  The
adoption of this guidance did not have a material impact on the Corporation’s
consolidated financial statements.





3




CRITICAL
ACCOUNTING POLICIES




The
Corporation has established various accounting policies, which govern the
application of accounting principles generally accepted in the United States in
the preparation of its financial statements.  Certain accounting
policies are important to the portrayal of the Corporation’s financial condition
since they require management to make difficult, complex or subjective
judgments, some of which may relate to matters that are inherently
uncertain.  Estimates associated with these policies are susceptible
to material changes as a result of changes in facts and
circumstances.  Facts and circumstances that could affect these
judgments include, without limitation, changes in interest rates, in local and
national economic conditions or the financial condition of
borrowers.  The Corporation’s most significant accounting policies are
discussed in detail in Note 1 to the Consolidated Financial
Statements.  Management views critical accounting policies to be those
which are highly dependent on subjective or complex judgments, estimates and
assumptions, and where changes in those estimates and assumptions could have a
significant impact on the financial statements.  Management views the
determination of the allowance for loan losses and the valuation of financial
instruments to be critical accounting policies.





Allowance for loan losses -
Accounting for loan classifications, accrual status, and determination of the
allowance for loan losses is based on regulatory guidance.  This
guidance includes, but is not limited to, generally accepted accounting
principles, guidance issued by the Securities and Exchange Commission, the
uniform retail credit classification and account management policy issued by the
Federal Financial Institutions Examination Council, and the joint policy
statement on the allowance for loan losses methodologies, issued by the Federal
Financial Institutions Examination Council, Federal Deposit Insurance
Corporation, and various other regulatory agencies.  Management
considers a number of factors (specific credit factors in the loan portfolio and
general and local economic factors) in determining the appropriate estimate for
the allowance for loan losses.





Factors
relative to specific credits include a customer’s payment history, a customer’s
recent financial performance, an assessment of the value of collateral held, the
financial strength and commitment of any guarantors, and any other issues that
may impact a customer’s ability to meet their obligations.





Economic
factors that are considered include levels of unemployment and inflation,
specific business closings in the Corporation’s market area, the impact of
weather or environmental conditions, especially relative to agricultural
borrowers and other matters that may have an impact on the economy as a
whole.  In addition to specific and economical factors, management
considers its historical losses, risk ratings, loans past due, trends in
delinquencies, charge-offs and recoveries, portfolio concentrations, and other
subjective factors.





Based on
the above guidelines, management believes the allowance of $2,744,000 is
sufficient to cover probable identified credit losses associated with the loan
portfolio at December 31, 2009.   Although management uses the
best information available to make determinations with respect to the allowance
for loan losses, future adjustments may be necessary if economic conditions
differ substantially from the assumptions used or adverse developments arise
with respect to the Corporation’s non-performing or performing
loans.  Material additions to the allowance for loan losses would
result in a decrease in net income and capital and could have a material adverse
effect on the Corporation’s financial condition and results of
operations.





Fair
Values of Financial Instruments —Fair
values of financial instruments are estimated using relevant market information
and other assumptions, as more fully disclosed separately.  Fair value
estimates involve uncertainties and matters of significant judgment regarding
interest rates, credit risk, prepayments, and other factors, especially in the
absence of broad markets for particular items.  Changes in assumptions
or in market conditions could significantly affect the estimates.  The
fair value estimates of existing on-and-off balance sheet financial instruments
does not include the value of anticipated future business or the values of
assets and liabilities not considered financial instruments.





4




OVERVIEW




The
Corporation’s profitability, as with most financial institutions, is
significantly dependent upon net interest income, which is the difference
between interest received on interest earning assets, such as loans and
securities, and the interest paid on interest bearing liabilities, principally
deposits and borrowings.  During a period of economic slowdown the
lack of interest income from nonperforming assets and an additional provision
for loan losses can greatly reduce profitability.  Results of
operations are also affected by noninterest income, such as service charges on
deposit accounts and fees on other services, income from indirect automobile and
other lending activities and bank owned life insurance as well as noninterest
expenses such as salaries and employee benefits, occupancy, furniture and
equipment, professional and other services, and other expenses, including income
taxes.  Economic conditions, competition and the monetary and fiscal
policies of the Federal government significantly affect financial
institutions.





The
current economic downturn has created a challenging operating environment for
all businesses and in particular, the financial services
industry.  The Corporation’s performance is tied to the state of the
economy in Ohio.  The Corporation’s entire spectrum of customers has
felt the affect of the slowdown.  Management continues its focus on
maintaining and improving overall credit quality, liquidity and
capital.  Earnings pressure is expected to continue as the
deterioration in credit quality resulting from the weak economy is likely to
continue.  Competition for deposits continues to be intense while
yields on interest earning assets continue to experience downward
pressure.





Despite
the recessionary climate, the Corporation reported net income for 2009 of
$1,101,000 or $0.97 of basic and diluted earnings per common share, representing
declines of $200,000 and $0.17 respectively from $1,301,000 or $1.14 of basic
and diluted earnings per common share in 2008.  The net loss in 2007
was $299,000 or ($0.26) of basic and diluted earnings per
share.  During 2009 loan balances increased $29,358,000 or 14.78%,
primarily in the commercial loan portfolio.  The Corporation expects
continued loan growth in 2010 although at a slower pace than
2009.  Deposit levels increased by $33,041,000 or 14.26%, while core
deposits increased $36,987,000 or 19.42% as a result of competitive rates,
customer incentives and a continued focus on strengthening customer
service.  While assets grew 13.27% in 2009, operating expense
increases were limited to 2.03% with the most significant increases in FDIC
insurance premiums and loan expense increasing $568,000 and $228,000,
respectively.





A primary
goal of the Corporation is to grow net interest income and noninterest income
while adequately managing credit risk, interest rate risk and
expenses.  The efficiency ratio measures noninterest expense to net
interest income plus noninterest income.  A lower efficiency ratio is
indicative of higher bank performance.  The Corporation’s efficiency
ratios, on a fully taxable equivalent basis, were 77.23%, 77.10% and 93.17% for
the years ending December 31, 2009, 2008 and 2007, respectively.





The table
“Comparative Summary of Selected Financial Data” illustrates the components of
ROA and ROE over the previous five years.  Return on average assets
(ROA) measures how effectively the Corporation utilizes its assets to produce
net income.  The Corporation’s net income in 2009 resulted in an ROA
of 0.40%, compared to 0.50% for 2008 and (0.11%) for 2007.  Return on
average equity (ROE) indicates the amount of net income earned in relation to
the total equity invested.  The Corporation’s ROE was 4.96% for 2009
compared to 6.09% for 2008 and (1.37%) for 2007.





The
Corporation’s primary sources of revenue are generated by its earning assets
while its major expenses are produced by the funding of these assets with
interest bearing liabilities.  Effective management of these sources
and uses of funds while maintaining an acceptable amount of interest rate risk
and credit risk is necessary to remain profitable.  Average earning
assets increased 7.00% or $16,576,000 to $253,230,000 in 2009 from $236,654,000
in 2008 following a 2.70% or $6,572,000 decline from $243,226,000 in
2007.  Average interest bearing liabilities, the primary source of
funds supporting earning assets, increased 5.49% or $11,901,000 to $228,534,000
in 2009 from $216,633,000 in 2008 following a 3.29% or $7,359,000 decline from
$223,992,000 in 2007.  The increase in average earning assets in 2009
was primarily the result of an increase in average net loans of $13,466,000
supported by the increase in average earning liabilities, primarily attributable
to the increase in average time deposits of $12,172,000.  The decline
in average earning assets in 2008 was primarily the result of a $7,568,000
decrease in average taxable securities and a decrease of $3,278,000 in average
federal funds invested partially offset with an increase in average net loans of
$4,120,000.  The decline in average interest bearing liabilities in
2008 was the result of a $6,288,000 decline in average interest bearing demand
accounts and a $6,055,000 decline in average time deposits, partially offset by
an increase of $5,285,000 in average borrowed funds.  Additional
information on each of the components of earning assets and interest bearing
liabilities is contained in the following sections of this report.





5





RESULTS
OF OPERATIONS




Net
Interest Income




Net
interest income is impacted by both changes in the amount and composition of
interest earning assets and interest bearing liabilities as well as fluctuations
in market interest rates.  The following discussion of net interest
income is presented on a taxable equivalent basis to facilitate performance
comparisons among various taxable and tax-exempt assets, such as certain state
and municipal securities.  A tax rate of 34% was used in adjusting
interest on tax-exempt assets to a fully taxable equivalent basis.





Net
interest income increased 5.04% or $524,000 to $10,914,000 in 2009 from
$10,390,000 in 2008 compared to an increase of 4.90% or $485,000 from $9,905,000
in 2007.





Interest
income totaled $15,881,000 in 2009, a decrease of $786,000 or 4.72% from
$16,667,000 earned in 2008 compared to a decrease of $1,609,000 or 8.80% from
$18,276,000 in 2007.  As shown in the “Volume/Rate Analysis” table, a
decrease of $1,549,000 in interest income in 2009 was due to lower average
yields offset with an increase of $763,000 in interest income due primarily to
higher average outstanding loan balances and average federal funds
invested.  Average net loans increased $13,466,000 or 6.97% to
$206,757,000 in 2009 from $193,291,000 in 2008 primarily in commercial loans,
increasing $12,814,000 or 9.21%.  However, the Corporation experienced
substantial growth in other portfolios; average real estate loans increased
$708,000 or 8.18%, average consumer loans increased $4,007,000 or 41.12% and
average home equity loans increased $1,986,000 or 9.66%.  The average
yield earned on outstanding loan balances during 2009 was 6.79%, a decrease of
67 basis points from the average yield earned in 2008.  With the
emphasis by regulatory agencies on liquidity, the Corporation has increased
balances in short-term overnight investments.  The yield on these
investments is at historical lows and has a negative impact on the Corporation’s
net interest income.  As the economy begins to move out of this cycle,
the Corporation intends to reduce the balance in short-term overnight
investments which will positively impact its net interest income.  The
net result of average yields on all earning assets was a decrease of 77 basis
points to 6.27% in 2009 from 7.04% in 2008.





During
2008, interest income decreased $1,399,000 due to lower average yields,
primarily on average outstanding loan balances, while a decrease of $176,000 in
interest income was due to lower average volume of federal funds invested, a
decrease of $347,000 in interest income was due to lower average volume of
securities available for sale offset by an increase of $313,000 in interest
income due to a higher average volume of loans outstanding.  Average
available for sale securities decreased $7,414,000 or 14.78% in 2008, primarily
due to calls of U.S. Government Agencies and principal pay downs of
mortgage-backed securities.  Average loans outstanding increased
$4,120,000 or 2.18% in 2008 with an increase of $2,754,000 in average commercial
and agricultural loan balances, an increase of $7,066,000 in average consumer
balances and an increase of $2,192,000 in average home equity balances offset by
a decrease of $7,326,000 in average indirect finance loans and a decrease of
$193,000 in average real estate loans.  In 2008 the average yield
earned on taxable securities decreased 12 basis points to 4.59%, the average
yield on tax-exempt securities decreased 12 basis points to 6.00% while the
average yield on the loan portfolio decreased 70 basis points to
7.46%.  The average yield on federal funds invested decreased 238
basis points to 2.98%.  The net result of average yields on all
earning assets was a decrease of 47 basis points to 7.04% in 2008 from 7.51% in
2007.




6




The following tables provide an
analysis of the average balances, yields and rates on interest earning assets
and interest bearing liabilities and the change in net interest income,
identifying the portion of the change in net interest income due to changes in
volume versus the portion due to changes in interest
rates.





VOLUME
/ RATE ANALYSIS





(Dollars
      in thousands)
            
            2009
      Compared to 2008
              Increase
      / (Decrease)
            
            
            2008
      Compared to 2007
              Increase
      / (Decrease)Total
              Change
            
            
            Change
      due
              to
      Volume
            
            
            Change
      due
              to
      Rate
            
            
            Total
              Change
            
            
            Change
      due
              to
      Volume
            
            
            Change
      due
              to
      RateFederal
      funds invested
            
            $
            3
            
            
            $
            249
            
            
            $
            (246
            )
            
            $
            (190
            )
            
            $
            (176
            )
            
            $
            (14
            )SecuritiesTaxable
            
            
            (375
            )
            
            
            (226
            )
            
            
            (149
            )
            
            
            (385
            )
            
            
            (356
            )
            
            
            (29
            )Tax
      exempt (1)
            
            
            (43
            )
            
            
            (21
            )
            
            
            (22
            )
            
            
            (14
            )
            
            
            9
            
            
            
            (23
            )Loans
      (2)
            
            
            (371
            )
            
            
            761
            
            
            
            (1,132
            )
            
            
            (1,020
            )
            
            
            313
            
            
            
            (1,333
            )Total
      interest income
            
            
            (786
            )
            
            
            763
            
            
            
            (1,549
            )
            
            
            (1,609
            )
            
            
            (210
            )
            
            
            (1,399
            )DepositsInterest
      bearing demand
            
            
            (775
            )
            
            
            20
            
            
            
            (795
            )
            
            
            (1,455
            )
            
            
            (276
            )
            
            
            (1,179
            )Savings
      deposits
            
            
            (4
            )
            
            
            (2
            )
            
            
            (2
            )
            
            
            (4
            )
            
            
            (1
            )
            
            
            (3
            )Time
      deposits
            
            
            (504
            )
            
            
            487
            
            
            
            (991
            )
            
            
            (783
            )
            
            
            (271
            )
            
            
            (512
            )Borrowed
      funds
            
            
            (27
            )
            
            
            (29
            )
            
            
            2
            
            
            
            148
            
            
            
            266
            
            
            
            (118
            )Total
      interest expense
            
            
            (1,310
            )
            
            
            476
            
            
            
            (1,786
            )
            
            
            (2,094
            )
            
            
            (282
            )
            
            
            (1,812
            )Net
      interest income
            
            $
            524
            
            
            $
            287
            
            
            $
            237
            
            
            $
            485
            
            
            $
            72
            
            
            $
            413




For
purposes of these tables, the changes in interest have been allocated to volume
and rate changes in proportion to the relationship of the absolute dollar
amounts of the changes in each category.





(1)
            Tax-exempt
      income is adjusted to a fully taxable equivalent basis using a 34% tax
      rate and a 20% disallowance of interest expense deductibility under TEFRA
      rules.


(2)
            Non-accrual
      loans are included for purposes of computing rate and volume effects
      although interest on these balances has been
  excluded.





Interest
expense declined $1,310,000 or 20.87% to $4,967,000 in 2009 from $6,277,000 in
2008.  A decrease of $1,786,000 in interest expense was primarily due
to lower rates paid on interest bearing demand and time deposits while an
increase of $476,000 in interest expense was primarily due to higher average
volume of time deposits.  Average interest bearing transaction
accounts increased $1,390,000 or 1.73%, average time deposits increased
$12,172,000 or 10.63% offset by a decrease of $713,000 or 4.61% in average
savings account balances.  Average interest rates paid on deposit
balances decreased 74 basis points to 2.15% in 2009 from 2.89% in 2008,
primarily in interest bearing transaction accounts with a decrease of 97 basis
points to 0.83% in 2009 from 1.80% in 2008.  The net result of average
interest rates paid on all interest bearing liabilities was a decrease of 73
basis points to 2.17% in 2009 from 2.90% in 2008.





During
2008, interest expense decreased $2,094,000 or 25.01% from $8,371,000 in
2007.   A decrease of $1,812,000 in interest expense was due to
lower rates paid on deposit balances and borrowed funds while a decrease of
$548,000 in interest expense was due to lower average volume of deposit accounts
offset by an increase of $266,000 in interest expense due to higher average
volume of borrowed funds.  Average deposit balances decreased
$12,644,000 or 5.67% in 2008 with a decrease of $6,288,000 or 7.25% in average
interest bearing transaction accounts, a decrease of $6,055,000 or 5.02% in
average time deposits and a decrease of $301,000 or 1.91% in average savings
balances.  Average interest rates paid on deposit balances decreased
84 basis points in 2008 from 3.73% in 2007, primarily in interest bearing
transaction accounts with a decrease of 155 basis points from 3.35% in
2007.  Average interest rates paid on borrowings decreased 236 basis
points to 3.19% in 2008 from 5.55% in 2007.  The net result of average
interest rates paid on all interest bearing liabilities was a decrease of 84
basis points from 3.74% in 2007.




7





The
Corporation’s net interest margin decreased 8 basis points to 4.31% in 2009 from
4.39% in 2008 compared to an increase of 32 basis points from 4.07% in
2007.





DISTRIBUTION
OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY





2009
            
            
            2008
            
            
            2007(In
      thousands)
            
            Average
      Balance(4)
            
            
            Income/
      Expense
            
            
            Average
      Yield
            
            
            Average
      Balance(4)
            
            
            Income/
      Expense
            
            
            Average
      Yield
            
            
            Average
      Balance(4)
            
            
            Income/
      Expense
            
            
            Average
              YieldFederal
      funds invested
            
            $
            8,985
            
            
            $
            21
            
            
            
            0.23
            %
            
            $
            605
            
            
            $
            18
            
            
            
            2.98
            %
            
            $
            3,883
            
            
            $
            208
            
            
            
            5.36
            %SecuritiesTaxable(1)
            
            
            18,754
            
            
            
            712
            
            
            
            3.80
            
            
            
            23,681
            
            
            
            1,087
            
            
            
            4.59
            
            
            
            31,249
            
            
            
            1,472
            
            
            
            4.71Tax
      exempt(1)
            
            
            18,734
            
            
            
            1,101
            
            
            
            5.88
            
            
            
            19,077
            
            
            
            1,144
            
            
            
            6.00
            
            
            
            18,923
            
            
            
            1,201
            
            
            
            6.12Loans(2)
      (3)
            
            
            206,757
            
            
            
            14,047
            
            
            
            6.79
            
            
            
            193,291
            
            
            
            14,418
            
            
            
            7.46
            
            
            
            189,171
            
            
            
            15,395
            
            
            
            8.16Total
      earning assets
            
            
            253,230
            
            
            
            15,881
            
            
            
            6.27
            %
            
            
            236,654
            
            
            
            16,667
            
            
            
            7.04
            %
            
            
            243,226
            
            
            
            18,276
            
            
            
            7.51
            %Other
      assets
            
            
            23,623
            
            
            
            
            
            
            
            
            
            
            
            25,412
            
            
            
            
            
            
            
            
            
            
            
            26,020Total
      assets
            
            $
            276,853
            
            
            
            
            
            
            
            
            
            
            $
            262,066
            
            
            
            
            
            
            
            
            
            
            $
            269,246DepositsInterest
      bearing demand deposits
            
            $
            81,861
            
            
            
            677
            
            
            
            0.83
            %
            
            $
            80,471
            
            
            
            1,452
            
            
            
            1.80
            %
            
            $
            86,759
            
            
            
            2,907
            
            
            
            3.35
            %Savings
      deposits
            
            
            14,751
            
            
            
            44
            
            
            
            0.30
            
            
            
            15,464
            
            
            
            48
            
            
            
            0.31
            
            
            
            15,765
            
            
            
            52
            
            
            
            0.33Time
      deposits
            
            
            126,720
            
            
            
            4,077
            
            
            
            3.22
            
            
            
            114,548
            
            
            
            4,581
            
            
            
            4.00
            
            
            
            120,603
            
            
            
            5,364
            
            
            
            4.45Borrowed
      funds
            
            
            5,202
            
            
            
            169
            
            
            
            3.25
            
            
            
            6,150
            
            
            
            196
            
            
            
            3.19
            
            
            
            865
            
            
            
            48
            
            
            
            5.55Total
      interest-bearing liabilities
            
            
            228,534
            
            
            
            4,967
            
            
            
            2.17
            %
            
            
            216,633
            
            
            
            6,277
            
            
            
            2.90
            %
            
            
            223,992
            
            
            
            8,371
            
            
            
            3.74
            %Noninterest
      bearing demand deposits
            
            
            24,231
            
            
            
            
            
            
            
            
            
            
            
            22,167
            
            
            
            
            
            
            
            
            
            
            
            21,758Other
      liabilities
            
            
            1,911
            
            
            
            
            
            
            
            
            
            
            
            1,911
            
            
            
            
            
            
            
            
            
            
            
            1,667Shareholders’
      equity
            
            
            22,177
            
            
            
            
            
            
            
            
            
            
            
            21,355
            
            
            
            
            
            
            
            
            
            
            
            21,829Total
      liabilities and shareholders’ equity
            
            $
            276,853
            
            
            
            
            
            
            
            
            
            
            $
            262,066
            
            
            
            
            
            
            
            
            
            
            $
            269,246Net
      interest income
            
            
            
            
            
            $
            10,914
            
            
            
            
            
            
            
            
            
            
            $
            10,390
            
            
            
            
            
            
            
            
            
            
            $
            9,905As
      a percentage of earning assets:Net
      interest income
            
            
            
            
            
            
            
            
            
            
            4.31
            %
            
            
            
            
            
            
            
            
            
            
            4.39
            %
            
            
            
            
            
            
            
            
            
            
            4.07
            %







(1)
            Securities
      include federal funds sold for purposes of this yield
      table.  Average yields on all securities have been computed
      based on amortized cost.  Income on tax-exempt securities has
      been computed on a fully taxable equivalent basis using a 34% tax rate and
      a 20% disallowance of interest expense deductibility under TEFRA
      rules.  The amount of such adjustment was $352,000, $373,000 and
      $394,000 for 2009, 2008 and 2007 respectively.


(2)
            Average
      balance is net of deferred loan fees of $63,000, $94,000, and $76,000 for
      2009, 2008 and 2007 respectively, as well as $377,000, $1,163,000, and
      $2,554,000 of unearned income for the same years.


(3)
            Average
      loan balances include non-accruing loans.


(4)
            Average
      balances are computed on an average daily
basis.





8




Provision
for Loan Losses




Provisions
for loan losses are charged against earnings to bring the total allowance for
loan losses to a level considered adequate by management based on periodic
reviews of the following factors; historical experience, the volume and type of
lending conducted by the Corporation, industry standards, the level and status
of past due and non-performing loans, general economic conditions in the
Corporation’s lending areas and inherent credit risks related to the
collectibility of the Corporation’s loan portfolio.  During 2009, the
Corporation provided $1,484,000 to the reserve for loan losses, an increase of
$357,000 or 31.68% from $1,127,000 provided in 2008 compared to a decrease of
$205,000 or 15.39% from $1,332,000 in 2007.  The increase in
provisions to the loan loss reserve during 2009 was mostly related to the
increase in loan growth, the increase in net charge-offs as well as an increase
in the allocation for certain loan types.  Loan charge-offs, net of
recoveries were $1,223,000 during 2009, an increase of $168,000 or 15.92% from
$1,055,000 in 2008 compared to an increase of $119,000 or 12.71% from net
charge-offs of $936,000 in 2007.





Management
considers the allowance for loan losses at December 31, 2009 adequate to cover
loan losses based on its assessment of various factors affecting the loan
portfolio, including the level of problem loans, business conditions, estimated
collateral values and loss experience.  A further decline in local and
national economic conditions, or other factors, could result in a material
increase in the allowance for loan losses and may adversely affect the
Corporation’s financial condition and results of operations.  See the
previous discussion on the allowance for loan losses under “Critical Accounting
Policies,” for further information about these factors.





Noninterest
Income




The
primary sources of noninterest income are service fees and overdraft charges
generated from deposit accounts, ATM processing fees, commission-based income,
the net gain or (loss) on the sale of repossessed assets, fixed assets and
securities available for sale.  Noninterest income decreased $283,000
or 10.64% to $2,376,000 for 2009 from $2,659,000 in 2008 compared to an increase
of $415,000 or 18.49% from $2,244,000 in 2007.  The following
discussion highlights the significant changes impacting noninterest
income.





The
decrease in noninterest income in 2009 was primarily due to a premium received
on the sale of deposits from the sale of the Westerville, Ohio branch in
2008.  The Corporation received a premium of $363,000 from the sale of
the branch’s deposits of $6,049,000.  The net loss on sales of OREO
and repossessed assets during 2009 further reduced noninterest income by
$102,000 compared to a net loss of $20,000 and $51,000 in 2008 and 2007,
respectively. Offsetting the decrease in noninterest income is the increase of
$42,000 in fees generated from mortgage origination activities and an increase
of $22,000 from gains on securities transactions.





Noninterest
expense




Noninterest
expense consists primarily of personnel, occupancy, equipment and other
expenses.  Noninterest expense increased $204,000 or 2.03% to
$10,264,000 for 2009 from $10,060,000 in 2008 compared to a decrease of
$1,259,000 or 11.12% from $11,319,000 in 2007.  The following
discussion highlights the significant changes impacting noninterest
expense.





Personnel
expense is the largest component of the Corporation’s noninterest
expense.  Combined salary and employee benefits decreased $369,000 or
6.81% to $5,046,000 for 2009 from $5,415,000 in 2008 compared to a decrease of
$489,000 or 8.28% to $5,904,000 in 2007.  The decline in personnel
expense for 2009 was primarily due to a decrease in health and group life
insurance along with decreases in employee incentives and contract
labor.  The decline in personnel expense for 2008 was primarily due to
a decrease in salary expense resulting from a reduction in staff of
approximately 20 full time equivalent employees (FTE) during the second quarter
of 2008 to improve the Corporation’s overall efficiency and
profitability.





Premises
and equipment decreased $131,000 or 8.32% to $1,444,000 in 2009 from $1,575,000
in 2008 compared to a decrease of $152,000 or 8.80% from $1,727,000 in
2007.  The decrease in 2009 was primarily due to computer equipment
fully depreciating in 2008.  The decrease in 2008 was also due to
fully depreciated computer equipment along with fully depreciated furniture and
ATM equipment.




9




Loan
expense increased $228,000 or 124.59% to $411,000 in 2009 from $183,000 in 2008
compared to a decrease of $39,000 from $222,000 in 2007.  The increase
in loan expense in 2009 was primarily due to OREO related expenses as the cost
and expenses to maintain real estate tend to rise as the amount of OREO
increases.  During 2009, the Corporation took in $1,766,000 in OREO
properties and $520,000 in other repossessed assets maintaining an average
balance in OREO and repossessed assets of $890,000 compared to average balances
of $53,000 in 2008 and $171,000 in 2007.  During 2009, impairment
charges of $140,000 were taken on two properties held in OREO.  There
were no impairment charges taken on OREO properties in 2008 or
2007.  In addition OREO operating expenses increased $94,000 to
$125,000 for 2009 from $31,000 in 2008 compared to an increase of $24,000 from
$7,000 in 2007.





FDIC
insurance expense increased $568,000 or 624.18% to $659,000 for 2009 from
$91,000 in 2008 compared to an increase of $26,000 or 40.00% from $65,000 in
2007.  The increase in FDIC insurance resulted from industry wide
premium increases and a special assessment of $125,000 collected in September,
2009.  The special assessment, imposed on all depository institutions,
was based on each institution’s total assets as of June 30, 2009 less its Tier 1
Capital.





The FDIC
required insured institutions to prepay their estimated quarterly risk-based
assessment for the fourth quarter of 2009 and for all of 2010, 2011 and 2012, in
lieu of a second FDIC special assessment.  The prepaid assessment for
these periods was paid in December 2009 along with the regular quarterly
risk-based deposit insurance assessment for the third quarter of
2009.  For the fourth quarter of 2009 and for all of 2010, the prepaid
assessment rate was based on each institution’s total base assessment rate for
the third quarter 2009, modified to assume that the assessment rate in effect
for the institution on September 30, 2009, had been in effect for the entire
third quarter of 2009.  The prepaid assessment for 2011 and 2012 is
equal to the institution’s modified third quarter 2009 total base assessment
rate plus 3 basis points.  Each institution’s prepaid assessment base
is calculated by using its third quarter 2009 assessment base, adjusted
quarterly for an estimated five percent annual growth rate in the assessment
base through the end of 2012.  The Corporation’s three year prepaid
assessment was $1,542,000.  It will be expensed over the three year
period with quarterly adjustments based on actual deposits.




Income
tax expense




The
Corporation generated taxable income of $1,190,000, resulting in a tax provision
of $89,000 for 2009 compared to taxable income of $1,489,000, with a tax
provision of $188,000 for 2008.  In 2007 the Corporation reported a
net loss, before taxes of $896,000 giving way to a tax credit of
$597,000.  The difference between the Corporation’s effective tax rate
and the statutory rate is primarily attributable to the Corporation’s tax-exempt
income.  Tax-exempt income includes income earned on certain municipal
investments that qualify for state and/or federal income tax exemption and the
Corporation’s earnings on Bank-owned life insurance policies, which are exempt
from federal taxation.  Further analysis of income taxes is presented
in Note 8 of the “Notes to Consolidated Financial Statements.”





FINANCIAL
CONDITION




At
December 31, 2009 the Corporation reported total assets of $294,280,000,
consisting principally of $225,264,000 in net loans (net of allowance of
$2,744,000), $36,733,000 in securities available for sale, $12,246,000 in cash
and cash equivalents, $7,983,000 in net premises and equipment (net of
accumulated depreciation of $7,075,000) and $12,054,000 in accrued interest
receivable and other assets.  Liabilities at December 31, 2009 totaled
$271,585,000, consisting principally of $264,709,000 in deposits, $5,000,000 in
FHLB advances and $1,876,000 in accrued interest payable and other
liabilities.  At December 31, 2009 shareholders’ equity totaled
$22,695,000.





At
December 31, 2008 the Corporation reported total assets of $259,795,000,
consisting principally of $196,167,000 in net loans (net of allowance of
$2,483,000), $37,621,000 in securities available for sale, $8,934,000 in cash
and cash equivalents, $7,922,000 in net premises and equipment (net of
accumulated depreciation of $6,407,000) and $9,151,000 in accrued interest
receivable and other assets.  Liabilities at December 31, 2008 totaled
$238,490,000, consisting principally of $231,668,000 in deposits, $5,000,000 in
FHLB advances and $1,822,000 in accrued interest payable and other
liabilities.  At December 31, 2008 shareholders’ equity totaled
$21,305,000.




10




Loans




Loans
make up the largest component of total assets.  At December 31, 2009
net loans of $225,264,000, representing 76.55% of total assets, increased
$29,097,000 or 14.83% from net loans of $196,167,000 at December 31, 2008
compared to an increase of $3,425,000 or 1.78% from $192,742,000 at year-end
2007.  Commercial and agricultural loans, representing the largest
growth, increased $26,643,000 or 18.77%, while consumer loans increased
$4,223,000 or 37.91%, real estate loans increased $2,904,000 or 32.55% and home
equity loans increased $441,000 or 1.98%.  Offsetting loan growth was
the planned run off of indirect finance loans and horse trailer loans of
$2,755,000 and $2,098,000, respectively.





The
following table shows the classification of loans by major category (in
thousands) at December 31, 2009, and for each of the preceding four
years:





2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005Commercial
      loans
            
            $
            168,611
            
            
            $
            141,968
            
            
            $
            139,571
            
            
            $
            136,892
            
            
            $
            154,267Real
      estate loans - residential
            
            
            11,825
            
            
            
            8,921
            
            
            
            8,580
            
            
            
            9,117
            
            
            
            10,907Consumer
      and credit card loans
            
            
            23,721
            
            
            
            21,596
            
            
            
            18,499
            
            
            
            12,440
            
            
            
            15,255Home
      equity loans
            
            
            22,685
            
            
            
            22,244
            
            
            
            19,160
            
            
            
            17,551
            
            
            
            18,982Indirect
      finance loans
            
            
            1,166
            
            
            
            3,921
            
            
            
            9,343
            
            
            
            19,084
            
            
            
            28,270Total
      loans
            
            $
            228,008
            
            
            $
            198,650
            
            
            $
            195,153
            
            
            $
            195,084
            
            
            $
            227,681




Commercial
and agricultural loans make up the largest percent of the Bank’s loan
portfolio.  At December 31, 2009 commercial and agricultural loans
represented 73.95% of gross loans compared to 71.47% and 71.52% at year-end 2008
and 2007, respectively.  Consumer and home equity loans make up a
smaller percentage of the Bank’s loan portfolio but both groups show steady
growth over the past three years.





The
following is a schedule of maturities of commercial loans (in thousands) based
on contract terms as of December 31, 2009.




One
      Year
              or
      Less
            
            
            One
      Through
              Five
      Years
            
            
            Over
              Five
      Years$
            35,194
            
            
            $
            27,634
            
            
            $
            105,783





Of the
commercial loans included in the preceding schedule with maturities exceeding
one year, $17,037,000 have fixed rates to maturity, while $116,380,000 have
adjustable rates.





The
Corporation’s loan portfolio represents its largest and highest yielding earning
assets.  It also contains the most risk of loss.  This risk
is due mainly to changes in borrowers’ primary repayment capacity, general
economic conditions, and to collateral values that are subject to change over
time.  These risks are managed with specific underwriting guidelines,
loan review procedures, third party reviews and continued personnel
training.  Executive management continues to monitor the current
downturn in the real estate market as well as the overall economy and has
implemented the following measures to proactively manage credit risk in the loan
portfolios:





1)
            Reviewed
      all underwriting guidelines for various loan portfolios and have
      strengthened underwriting guidelines for 1-4 family investment properties
      and home equity loans to address identified
  risks.





2)
            Evaluated
      outside loan review parameters, engaging the services of a
      well-established firm to continue with such loan review, addressing not
      only specific loans but underwriting analysis, documentation, credit
      evaluation and risk identification.




11




3)
            Increased
      the frequency of internal reviews of past due and delinquent loans to
      assess probable credit risks early in the delinquency process to minimize
      losses.





4)
            Aggressively
      seeking ownership and control, when appropriate, of real estate
      properties, which would otherwise go through time-consuming and costly
      foreclosure proceedings to effectively control the disposition of such
      collateral.





Although
executive management continues to aggressively engage in other loss mitigation
techniques such as tightening underwriting standards and lowering LTV ratios on
in-house real estate lending, a prolonged economic slowdown would place
significant pressure on consumers and businesses in the Corporation’s local
markets.





Allowance
for loan losses




The
allowance for loan losses, in accordance with generally accepted accounting
principles in the United States, is maintained at a level believed adequate to
absorb losses deemed probable by management.  The adequacy of the
allowance is determined by management’s review of the following:  the
collectibility of the loans in light of historical experience, the nature and
volume of the loan portfolio, adverse situations that may affect the borrower’s
ability to repay, the estimated value of any underlying collateral and the
prevailing economic conditions.  This review, conducted on a regular
basis, is inherently subjective, as it requires estimates that are susceptible
to significant revision as more information becomes available.  Loan
balances deemed uncollectible are charged against the allowance while any
subsequent recoveries of loans previously charged off and provisions for loan
losses are added to the allowance.  If negative trends and
expectations of management do not materialize, the allowance may be relatively
high to the actual performance of the loan portfolio, which may lead to the
reduction of future provisions.  Conversely, if positive trends and
expectations of management are unrealized, the provision for loan losses in the
current period may be insufficient and may require increases to future
provisions.  Due to the inherent nature of this estimate, management
cannot provide assurance that it will not significantly increase or decrease the
allowance for loan losses, which could materially and adversely affect
earnings.





The
allowance for loan losses totaled $2,744,000 at December 31, 2009, an increase
of $261,000 or 10.51% from $2,483,000 at December 31, 2008.  The ratio
of the allowance for loan losses to total loans outstanding was 1.20% at
December 31, 2009 compared to 1.25% at year-end 2008.  The ratio of
net charge-offs to average outstanding loans at December 31, 2009 was 0.58%
compared to 0.54% at December 31, 2008.  Net charge-offs in the
commercial loan portfolio for 2009 were $575,000, down $21,000 or 3.52% from net
charge-offs of $596,000 in 2008.  Net charge-offs in the real estate
loan portfolio were $96,000, up $61,000 or 174.29% from net charge-offs of
$35,000 in 2008 while consumer net charge-offs of $552,000 were up $128,000 or
30.19% from net charge-offs of $424,000 in 2008.





Before
loans are charged off, they typically go through a phase of non-performing
status.  Various stages exist when dealing with such
non-performance.  The first stage is simple delinquency, where
customers consistently start paying late, 30, 60, 90 days at a
time.  These accounts are then put on a list of loans to “watch” as
they continue to under-perform according to original terms.  Repeat
offenders are moved to nonaccrual status when their delinquencies have been
frequent or sustained enough to assume that normal payments may never be
reestablished.  This prevents the Corporation from recognizing income
it may never collect and may create small negative spikes in earnings as any
accrued interest already on the books is reversed from prior earnings
estimates.





Loans are
placed on nonaccrual status when management believes the collection of interest
is doubtful, or when loans are past due as to principal and interest 90 days or
more, except in certain circumstances when interest accruals are continued on
loans deemed by management to be fully collateralized and in the process of
being collected.  No 90 day delinquent loans are currently on accrual
status.  In such cases, the loans are individually evaluated in order
to determine whether to continue income recognition after 90 days beyond the due
dates.  When loans are charged off, any accrued interest recorded in
the current fiscal year is charged against interest income.  The
remaining balance is treated as a loan charged off.   Nonaccrual
loans decreased $2,714,000 or 50.68% to $2,641,000 at December 31, 2009 from
$5,355,000 at December 31, 2008 compared to an increase of $1,905,000 or 55.22%
from $3,450,000 at December 31, 2007.




12




The
following schedule presents an analysis (in thousands) of the allowance for loan
losses, average loan data, and related ratios for each of the five years in the
period ended December 31,





2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005Balance
      at beginning of period
            
            $
            2,483
            
            
            $
            2,411
            
            
            $
            2,015
            
            
            $
            2,755
            
            
            $
            2,503Loans
      charged off:Commercial
            
            
            (579
            )
            
            
            (690
            )
            
            
            (501
            )
            
            
            (302
            )
            
            
            (354
            )Real
      estate
            
            
            (96
            )
            
            
            (35
            )
            
            
            (22
            )
            
            
            (101
            )
            
            
            —Consumer
            
            
            (640
            )
            
            
            (554
            )
            
            
            (764
            )
            
            
            (1,071
            )
            
            
            (1,086
            )Total
      loans charged off
            
            
            (1,315
            )
            
            
            (1,279
            )
            
            
            (1,287
            )
            
            
            (1,474
            )
            
            
            (1,440
            )Recoveries
      of loans previously charged off:Commercial
            
            
            4
            
            
            
            94
            
            
            
            228
            
            
            
            69
            
            
            
            75Real
      estate
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            13
            
            
            
            —Consumer
            
            
            88
            
            
            
            130
            
            
            
            123
            
            
            
            217
            
            
            
            262Total
      loan recoveries
            
            
            92
            
            
            
            224
            
            
            
            351
            
            
            
            299
            
            
            
            337Net
      loans charged off
            
            
            (1,223
            )
            
            
            (1,055
            )
            
            
            (936
            )
            
            
            (1,175
            )
            
            
            (1,103
            )Provision
      charged to operating expense
            
            
            1,484
            
            
            
            1,127
            
            
            
            1,332
            
            
            
            435
            
            
            
            1,355Balance
      at end of period
            
            $
            2,744
            
            
            $
            2,483
            
            
            $
            2,411
            
            
            $
            2,015
            
            
            $
            2,755Ratio
      of net charge-offs to average loans outstanding for period
            
            
            0.58
            %
            
            
            0.54
            %
            
            
            0.49
            %
            
            
            0.56
            %
            
            
            0.51
            %




The
market areas in which the Corporation does business are under economic
pressure.  At December 31, 2009, Ohio had the 12th highest
unemployment rate nationwide at 10.9%.  Among Ohio’s 88 counties,
unemployment rates ranged from a low of 7.4% to a high of 17.5% with Wyandot
county ranking 35th with 12.7% in unemployment.  Marion and Hancock
counties ranked 56th and 72nd, respectively with unemployment rates of 11.2% and
9.6%.  Additionally, Ohio ranked 12th,
nationwide, in foreclosure rates for 2009, down 10.53% from 2008 and up 12.93%
from 2007.  Management is monitoring the situation closely however,
future adjustments to the Corporation’s allowance for loan losses may be
necessary if economic conditions continue to weaken.  Additions to the
allowance for loan losses would result in a decrease in net income and capital
and could have a material adverse effect on the Corporation’s financial
condition and results of operation.





The
impairment of a loan occurs when it is probable that the Corporation will be
unable to collect all amounts due according to the contractual terms of the loan
agreement.  Impairment is measured as the difference between the
recorded investment in the loan and the evaluation of the present value of
expected future cash flows or the observable market price of the
loan.  Loans that are collateral dependent, that is, loans where
repayment is expected to be provided solely by the underlying collateral, and
for which management has determined foreclosure is probable, are measured for
impairment based on the fair value of the collateral.  Management’s
general practice is to charge down impaired loans to the fair value of the
underlying collateral of the loan, so no specific loss allocations are necessary
for these loans.  The allowance for loan losses, specifically related
to impaired loans at December 31, 2009 and December 31, 2008 was $88,000 and
$375,000, respectively, related to loans with principal balances of $785,000 and
$1,588,000.  The Corporation’s financial statements are prepared on
the accrual basis of accounting, including the recognition of interest income on
the loan portfolio, unless a loan is placed on nonaccrual.  Amounts
received on nonaccrual loans generally are applied first to principal and then
to interest only after all principal has been collected.  During 2009
and 2008, the Corporation received cash payments for interest related to these
loans of $31,000 and $51,000, respectively.




13





The
following schedule is a breakdown of the allowance for loan losses (in
thousands) allocated by type of loan and related ratios.




Percentage
of Loans in Each Category to Total Loans





December
      31,
              2009
            
            
            December
      31,
              2008
            
            
            December
      31,
              2007
            
            
            December
      31,
              2006
            
            
            December
      31,
              2005Loan
      Type
            
            Allowance
              Amount
            
            
            Total
              Loans
            
            
            Allowance
              Amount
            
            
            Total
              Loans
            
            
            Allowance
              Amount
            
            
            Total
              Loans
            
            
            Allowance
              Amount
            
            
            Total
              Loans
            
            
            Allowance
              Amount
            
            
            Total
              LoansCommercial
            
            $
            1,927
            
            
            
            74
            %
            
            $
            1,772
            
            
            
            71
            %
            
            $
            1,679
            
            
            
            71
            %
            
            $
            1,112
            
            
            
            69
            %
            
            $
            1,269
            
            
            
            68
            %Real
      estate
            
            
            158
            
            
            
            05
            
            
            
            67
            
            
            
            05
            
            
            
            64
            
            
            
            04
            
            
            
            177
            
            
            
            14
            
            
            
            195
            
            
            
            13Consumer
            
            
            659
            
            
            
            21
            
            
            
            644
            
            
            
            24
            
            
            
            668
            
            
            
            25
            
            
            
            726
            
            
            
            17
            
            
            
            1,291
            
            
            
            19Unallocated
            
            
            —
            
            
            
            n/a
            
            
            
            —
            
            
            
            n/a
            
            
            
            —
            
            
            
            n/a
            
            
            
            —
            
            
            
            n/a
            
            
            
            —
            
            
            
            n/aTotal
            
            $
            2,744
            
            
            
            100
            %
            
            $
            2,483
            
            
            
            100
            %
            
            $
            2,411
            
            
            
            100
            %
            
            $
            2,015
            
            
            
            100
            %
            
            $
            2,755
            
            
            
            100
            %




Commercial
loans and commercial real estate loans that are classified as substandard or
doubtful are subject to review through the internal loan review
process.  Loans that have been placed on nonaccrual status or graded
as doubtful are evaluated for impairment on a loan-by-loan basis.





Total
non-performing loans include impaired loans on nonaccrual status along with
those loans still accruing that are contractually past due 90 days or
more.  Non-performing loans at December 31, 2009 totaled $2,641,000
compared to non-performing loans of $5,355,000 at year-end 2008.  At
December 31, 2009, non-performing commercial loans made up 82.32% or $2,174,000
of all non-performing loans compared to 84.20% or $4,509,000 at year-end
2008.  At December 31, 2009, non-performing real estate loans totaled
$245,000, down $366,000 from $611,000 at year-end 2008 while non-performing
consumer loans totaled $222,000, down $13,000 from $235,000 at year-end
2008.





The
following schedule summarizes impaired and non-performing loans (in thousands)
as of December 31,





2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005Impaired
      loans
            
            $
            1,728
            
            
            $
            2,965
            
            
            $
            2,892
            
            
            $
            2,267
            
            
            $
            1,912Loans
      accounted for on a non-accrual basis (includes substantially all impaired
      loans)
            
            $
            2,641
            
            
            $
            5,355
            
            
            $
            3,445
            
            
            $
            1,984
            
            
            $
            1,912Accruing
      loans, which are contractually past due 90 days or more as to interest or
      principal payments
            
            
            0
            
            
            
            0
            
            
            
            5
            
            
            
            283
            
            
            
            124Total
      non-performing loans
            
            $
            2,641
            
            
            $
            5,355
            
            
            $
            3,450
            
            
            $
            2,267
            
            
            $
            2,036Non-performing
      loans to allowance for losses
            
            
            0.96
            
            
            
            2.16
            
            
            
            1.43
            
            
            
            1.13
            
            
            
            0.74





As of
December 31, 2009, there were no other interest bearing assets that would be
required to be disclosed in the table above, if such assets were
loans.




Securities




The
Corporation’s securities portfolio has been structured in such a way as to
maintain a prudent level of liquidity while also providing an acceptable rate of
return.  Securities available for sale include securities that may be
sold to effectively manage interest rate risk exposure, prepayment risk and
other factors such as liquidity requirements.  These available for
sale securities are reported at fair value with unrealized aggregate
appreciation/depreciation excluded from income and credited/charged to
accumulated other income/(loss) within shareholders’ equity on a net of tax
basis.  While the Corporation’s focus is to generate interest revenue
primarily through loan growth, the investment portfolio serves an important role
in the overall context of balance sheet management in terms of balancing capital
utilization and liquidity.  The decision to purchase or sell
securities is based upon the current assessment of economic and financial
conditions, including the interest rate environment, liquidity and credit
considerations along with the Corporation’s level of pledgeable collateral for
potential borrowings.  The portfolio’s scheduled maturities represent
a significant source of liquidity.




14





Securities
available for sale, representing 12.48% of total assets, decreased $888,000 or
2.36% to $36,733,000 at December 31, 2009 from $37,621,000 at December 31, 2008
compared to a decrease of $11,254,000 or 23.03% from $48,875,000 at year-end
2007.  The decline in securities available for sale during 2009 was
primarily due to calls of U.S. Government Agencies and municipal securities of
$5,296,000, sales of municipal securities of $593,000 along with principal pay
downs and prepayments of mortgage-backed securities of $4,365,000 offset by
purchases of U.S. Government Agencies of $8,148,000 and an increase in fair
value of $1,426,000.  The decline in securities available for sale
during 2008 primarily resulted from calls of U.S. Government Agencies and
municipal securities of $7,731,000 and principal pay downs and prepayments of
mortgage-backed securities of $3,392,000 along with a decline in fair value of
$112,000.  At December 31, 2009, there were no concentrations of
securities of any one issuer, whose carrying value exceeded 10% of shareholders’
equity.





Summarized
below is the carrying value of securities available for sale (in thousands) as
of December 31,





2009
            
            
            2008
            
            
            2007U.S.
      Treasury and U.S. Government  Agency securities
            
            $
            4,083
            
            
            $
            1,007
            
            
            $
            8,530Obligations
      of states and political subdivisions
            
            
            18,618
            
            
            
            18,597
            
            
            
            19,153Mortgage-backed
      securities
            
            
            11,774
            
            
            
            15,759
            
            
            
            19,021Equity
      investments
            
            
            2,258
            
            
            
            2,258
            
            
            
            2,171$
            36,733
            
            
            $
            37,621
            
            
            $
            48,875




The
following is a schedule, by carrying value, of maturities (or, if applicable,
earliest call dates) by category of debt securities (in thousands) and the
related weighted average yield of such securities as of December 31,
2009:





Maturing
      in
              One
      Yearor
      Less
            
            
            Maturing
      After
              One
      Year
              ThroughFive
      Years
            
            
            Maturing
      After
              Five
      Years
              ThroughTen
      Years
            
            
            Maturing
              AfterTen
      YearsAmount
            
            
            Yield
            
            
            Amount
            
            
            Yield
            
            
            Amount
            
            
            Yield
            
            
            Amount
            
            
            YieldU.S.
      Treasury and U.S. GovernmentAgency
      securities
            
            $
            1,020
            
            
            
            0.35
            %
            
            $
            3,063
            
            
            
            1.75
            %
            
            $
            —
            
            
            
            n/a
            
            
            $
            —
            
            
            
            n/aObligations
      of states and political subdivisions
            
            
            2,284
            
            
            
            6.71
            %
            
            
            8,759
            
            
            
            5.74
            %
            
            
            6,158
            
            
            
            5.97
            %
            
            
            1,417
            
            
            
            6.04
            %Mortgage-backed
      securities
            
            
            27
            
            
            
            4.99
            %
            
            
            683
            
            
            
            3.65
            %
            
            
            2,325
            
            
            
            4.19
            %
            
            
            8,739
            
            
            
            4.54
            %Total
            
            $
            3,331
            
            
            
            4.75
            %
            
            $
            12,505
            
            
            
            4.65
            %
            
            $
            8,483
            
            
            
            5.48
            %
            
            $
            10,156
            
            
            
            4.75
            %




The
weighted average interest rates are based on coupon rates for investment and
mortgage-backed securities purchased at par value and on effective interest
rates considering amortization or accretion if the investment and
mortgage-backed securities were purchased at a premium or
discount.  The weighted average yield on tax-exempt obligations has
been determined on a tax equivalent basis.  Equity securities
consisting of Federal Home Loan Bank stock that bears no stated maturity or
yield is not included in this analysis.  Maturities are reported based
on stated maturities and do not reflect principal prepayment
assumptions.  Yields are based on amortized cost
balances.





Cash
and cash equivalents




Cash and
cash equivalents, representing 4.16% of total assets, increased $3,312,000 or
37.07% to $12,246,000 at December 31, 2009 from $8,934,000 at December 31, 2008
compared to an increase of $2,390,000 or 36.52% from $6,544,000 at year-end
2007.  The increase in 2009 relates to a higher level of federal funds
invested and interest bearing deposits in financial
institutions.  Management maintains federal funds invested as a tool
in managing daily cash needs.  The increase in federal funds invested
and interest bearing deposits was primarily the result of efforts to improve
liquidity using core deposits and not renew various alternative funding, such as
brokered deposits, as they matured.  The increase in 2008 primarily
resulted from an increase in interest bearing deposits in financial
institutions.




15




Premises
and equipment




Premises
and equipment, representing 2.71% of total assets, increased $61,000 or 0.77% to
$7,983,000 at December 31, 2009 from $7,922,000 at December 31, 2008 compared to
a decrease of $766,000 or 8.82% from $8,688,000 at year-end 2007.  The
increase in premises and equipment during 2009 represents capital purchases of
$1,128,000, offset with depreciation of $862,000 and sales and disposals of
$205,000.  Capital purchases in 2009 consisted principally of the
purchase and renovation of a branch in the Marion market for the purpose of
relocating an existing branch.  The branch’s previous location had
limited accessibility and was not conducive to expansion or
growth.  The Corporation took advantage of a competitor’s branch
closing to enhance existing customer convenience and expand its market
area.  Proceeds from the sale of the previous location totaled
$175,000 resulting in a net loss on the sale of $24,000.  The decrease
in premises and equipment during 2008 resulted in depreciation of $1,031,000,
sales and disposals of $583,000 offset by $848,000 in capital
purchases.





Other
assets




Other
assets, representing 3.71% of total assets, increased $2,791,000 or 34.39% to
$10,907,000 at December 31, 2009 from $8,116,000 at December 31, 2008 compared
to a decrease of $10,000 or 0.12% from $8,126,000 at year-end
2007.  The increase in other assets during 2009 was primarily due to
an increase of $1,065,000 in OREO and other repossessed assets along with an
increase of $1,521,000 in prepaid expenses primarily resulting from the three
year prepaid FDIC deposit insurance assessment of $1,542,000.  The
decrease in other assets during 2008 was principally due to a decrease of
$318,000 or 43.66% in deferred tax assets due to a tax refund of $295,000 in the
fourth quarter of 2008, partially offset by an increase in Bank-owned life
insurance of $268,000.





Other
real estate owned (“OREO”) and other repossessed assets is carried at the lower
of cost or estimated fair market value less estimated expenses to be incurred to
sell the property.  OREO represents properties acquired by the
Corporation through loan defaults by customers.  At December 31, 2009,
the Corporation held eleven properties in OREO with a carrying value of
$1,032,000 compared to one property held in OREO at December 31, 2008 with a
carrying value of $8,000.





Deposits
and borrowings




The
Corporation’s primary source of funds is customer deposits.  The Bank
offers a variety of deposit products in an attempt to remain competitive and
respond to changes in consumer demand.  The Corporation relies
primarily on its high quality customer service, sales programs, customer
referrals and advertising to attract and retain these
deposits.  Deposits provide the primary source of funding for the
Corporation’s lending and investment activities, and the interest paid for
deposits must be carefully managed to control the level of interest
expense.





Total
deposits, representing 97.47% of total liabilities, increased $33,041,000 or
14.26% to $264,709,000 at December 31, 2009 from $231,668,000 at December 31,
2008 compared to decrease of $6,843,000 or 2.87% from $238,511,000 at year-end
2007.  The increase in deposits during 2009 represent increases in all
core deposit products with significant increases in money market accounts,
interest bearing demand accounts and noninterest bearing demand accounts of
$12,432,000 or 53.69%, $11,006,000 or 23.04% and $11,989,000 or 61.81%,
respectively.  The increase in deposit levels is a result of
management’s competitive rates and customer incentives or programs geared
towards core deposit growth.  These increases were offset with a
decrease in large time deposits of $3,946,000 or 9.57% as maturing brokered
deposits were not renewed.




16





The
following is a schedule of maturities of time certificates of deposit (in
thousands) in amounts of more than $100,000 as of December 31,
2009:




Three
      months or less
            
            $
            5,915Over
      three months through six months
            
            
            6,835Over
      six months through twelve months
            
            
            10,249Over
      twelve months
            
            
            14,301Total
            
            $
            37,300





The
decrease in deposit balances in 2008, reflected to some degree, the shifting of
deposit balances due to drastic cuts to the short-term interest rates as
customers sought out higher yielding deposit products.  Interest
bearing transaction accounts decreased $13,307,000 or 15.80% primarily in
premier checking and business money market products while small certificate of
deposits increased $6,265,000, large certificate of deposits increased
$3,042,000 and individual retirement accounts increased $1,367,000 offset with
decreases in savings and noninterest bearing accounts of $1,061,000 and
$3,149,000, respectively.





The
average amount of deposits (in thousands) and average rates paid are summarized
as follows for the years ended December 31,





2009
            
            
            2008
            
            
            2007Average
              Amount
            
            
            Average
              Rate
            
            
            Average
              Amount
            
            
            Average
              Rate
            
            
            Average
              Amount
            
            
            Average
              RateInterest
      bearing demand deposits
            
            $
            81,861
            
            
            
            0.83
            %
            
            $
            80,471
            
            
            
            1.80
            %
            
            $
            86,759
            
            
            
            3.35
            %Savings
      deposits
            
            
            14,751
            
            
            
            0.30
            
            
            
            15,464
            
            
            
            0.31
            
            
            
            15,765
            
            
            
            0.33Time
      deposits
            
            
            126,720
            
            
            
            3.22
            
            
            
            114,548
            
            
            
            4.00
            
            
            
            120,603
            
            
            
            4.45Demand
      deposits (noninterest bearing)
            
            
            24,231
            
            
            
            
            
            
            
            22,167
            
            
            
            
            
            
            
            21,758Total
            
            $
            247,563
            
            
            
            
            
            
            $
            232,650
            
            
            
            
            
            
            $
            244,885




Borrowed
funds that may be utilized by the Corporation are comprised of Federal Home Loan
Bank (FHLB) advances and federal funds purchased.  Borrowed funds are
an alternative funding source to deposits and can be used to fund the
Corporation’s liquidity needs.  FHLB advances are loans from the FHLB
that can mature daily or have longer maturities for fixed or floating rates of
interest.  Federal funds purchased are borrowings from other banks
that mature daily.  Borrowed funds, representing 1.84% of total
liabilities, remained unchanged at $5,000,000 at December 31, 2009, 2008 and
2007.




CAPITAL
RESOURCES




Shareholders’
equity increased $1,390,000 or 6.52% to $22,695,000 at December 31, 2009 from
$21,305,000 at December 31, 2008 compared to an increase of $39,000 or 0.18%
from $21,266,000 at year-end 2007.  The increase in shareholders’
equity for 2009 represents current earnings of $1,101,000, less dividends paid
of $659,000, plus an increase in the market value of securities available for
sale, net of tax of $942,000, plus adjustments related to employee compensation
costs and stock option accounting of $6,000.  The increase in
shareholders’ equity for 2008 represents current earnings of $1,301,000, less
dividends paid of $864,000, less a decrease in the market value of securities
available for sale, net of tax of $74,000, less an adjustment to retained
earnings of $323,000 resulting from the adoption of a new accounting principle
constituting a one-time adjustment to recognize compensation costs pertaining to
endorsement split-dollar life insurance policies that provide a benefit to an
employee extending to postretirement periods.





During
2009, the Corporation returned 59.90% of earnings through dividends of $659,000
at $0.58 per share compared to a return on earnings of 66.38% through dividends
of $864,000 at $0.76 during 2008.  Average total shareholders’ equity
to average total assets was 8.01% at December 31, 2009, compared to 8.15% at
December 31, 2008 and 8.11% at December 31, 2007.




17





Banking
regulations have established minimum capital requirements for banks including
risk-based capital ratios and leverage ratios.  Regulations require
all banks to have a minimum total risk-based capital ratio of 8.0%, with half of
the capital composed of core capital.  Minimum leverage ratios range
from 3.0% to 5.0% of total assets.  Conceptually, risk-based capital
requirements assess the riskiness of a financial institution’s balance sheet and
off-balance sheet commitments in relation to its capital.  Core
capital, or Tier 1 capital, includes common equity, perpetual preferred stock
and minority interests that are held by others in consolidated subsidiaries
minus intangible assets.  Supplementary capital, or Tier 2 capital,
includes core capital and such items as mandatory convertible securities,
subordinated debt and the allowance for loans and lease losses, subject to
certain limitations.  Qualified Tier 2 capital can equal up to 100% of
an institution’s Tier 1 capital with certain limitations in meeting the total
risk-based capital requirements.  At December 31, 2009, the Bank’s
total risk-based capital ratio and leverage ratio were 10.3% and 7.8%, thus
exceeding the minimum regulatory requirements.  At December 31, 2008,
the ratios were 11.3% and 8.1%.





CONTRACTUAL
OBLIGATIONS AND COMMITMENTS




The
Corporation has certain obligations and commitments to make future payments
under contract.


At
December 31, 2009 the aggregate contractual obligations and commitments
are:





Contractual
      obligations
            
            Payments
      Due by Period(In
      thousands)
            
            Total
            
            
            Less
      Than
              One
      Year
            
            
            1-3
      Years
            
            
            3-5
      Years
            
            
            After
              5
      YearsTime
      deposits and certificates of deposit
            
            $
            124,336
            
            
            $
            62,464
            
            
            $
            45,245
            
            
            $
            16,502
            
            
            $
            125Borrowed
      funds
            
            
            5,000
            
            
            
            5,000
            
            
            
            —
            
            
            
            —
            
            
            
            —Total
            
            $
            129,336
            
            
            $
            67,464
            
            
            $
            45,245
            
            
            $
            16,502
            
            
            $
            125




Other
      commitments
            
            Amount
      of Commitment – Expiration by Period(In
      thousands)
            
            Total
            
            
            Less
      Than
              One
      Year
            
            
            1-3
      Years
            
            
            3-5
      Years
            
            
            After
              5
      YearsCommitments
      to extend commercial credit
            
            $
            10,841
            
            
            $
            7,203
            
            
            $
            1,954
            
            
            $
            145
            
            
            $
            1,539Commitments
      to extend consumer credit
            
            
            11,275
            
            
            
            72
            
            
            
            789
            
            
            
            4,356
            
            
            
            6,058Standby
      letters of credit
            
            
            273
            
            
            
            273
            
            
            
            —
            
            
            
            —
            
            
            
            —Total
            
            $
            22,389
            
            
            $
            7,548
            
            
            $
            2,743
            
            
            $
            4,501
            
            
            $
            7,597




Other
obligations/commitments include the deferred compensation plan, Index plan
reserve and split dollar life insurance.  The timing of payments for
these plans is unknown.  See Note 1 for additional
details.





Items
listed under “Contractual obligations” represent standard bank financing
activity under normal terms and practices.  Such funds normally
rollover or are replaced by like items depending on then-current financing
needs.  Items shown under “Other commitments” also represent standard
bank activity, but for extending credit to bank customers.  Commercial
credits generally represent lines of credit or approved loans with drawable
funds still available under the contract terms.  On an on-going basis,
about half of these amounts are expected to be drawn.  Consumer
credits generally represent amounts drawable under revolving home equity lines
or credit card programs.  Such amounts are usually deemed less likely
to be drawn upon in total as consumers tend not to draw down all amounts on such
lines.  Utilization rates tend to be fairly constant over
time.  Standby letters of credit represent guarantees to finance
specific projects whose primary source of financing come from other
sources.  In the unlikely event of the other source’s failure to
provide sufficient financing, the bank would be called upon to fill the
need.  The Corporation is also continually engaged in the process of
approving new loans in a bidding competition with other
banks.  Management and Board committees approve the terms of these
potential new loans with conditions and/or counter terms made to the applicant
customers.  Customers may accept the terms, make a counter proposal,
or accept terms from a competitor.  These loans are not yet under
contract, but offers have been tendered, and would be required to be funded if
accepted.  Such agreements represent approximately $1,986,000 at
December 31, 2009, in varying maturity terms.




18




LIQUIDITY




Liquidity
is the ability to satisfy demands for deposit withdrawals, lending commitments
and other corporate needs.  The Corporation’s liquidity, primarily
represented by cash and cash equivalents, is a result of its operating,
investing and financing activities which are summarized in the Condensed
Consolidated Statements of Cash Flows.  Primary sources of funds are
deposits, prepayments and maturities of outstanding loans and
securities.  While scheduled payments from the amortization of loans
and securities are relatively predictable sources of funds, deposit flows and
loan prepayments are greatly influenced by general interest rates, economic
conditions and industry competition.  Funds are primarily utilized to
meet ongoing commitments, satisfy operational expenses, pay out maturing
certificates of deposit and savings withdrawals and fund loan demand, with
excess funds being invested in short-term, interest earning
assets.  Additional funds are generated through Federal Home Loan Bank
advances, overnight borrowings and other sources.





The
Corporation’s liquidity ratio at December 31, 2009 was 5.72% compared to 6.02%
at December 31, 2008.  Another measure of liquidity is the
relationship of net loans to deposits and borrowed funds with lower ratios
indicating greater liquidity.  At December 31, 2009 the ratio of net
loans to deposits and borrowed funds was 83.52% compared to 82.89% at December
31, 2008.  In 2009, total cash from operating activities of $1,421,000
and proceeds from maturities, repayments and sales of securities, proceeds from
OREO and repossessed asset sales and proceeds from premises and equipment sales
of $11,381,000 along with the increase in deposit balances of $33,042,000 was
used to fund loan growth of $32,597,000, security purchases of $8,148,000,
capital expenditures of $1,128,000 and pay dividends of $659,000.  In
2008, total cash from operating activities of $3,826,000 and proceeds from
maturities and repayments of securities, proceeds from OREO and repossessed
asset sales and proceeds from premises and equipment sales of $11,997,000 was
used to fund loan growth of $4,877,000, capital expenditures of $848,000, pay
dividends of $864,000 and satisfy deposit withdrawals of
$6,844,000.





In 2007,
the combined cash from operating and certain investing activities of $6,538,000
along with FHLB advances of $5,000,000 was used to reinvest in tax-exempt
securities of $1,537,000, fund loan growth of $1,401,000, capital expenditures
of $448,000, pay dividends of $865,000, fund stock transactions of $407,000 and
satisfy deposit withdrawals of $11,154,000.  Net cash flows resulted
in an increase of $3,312,000 in cash and cash equivalents for 2009 compared to
an increase of $2,390,000 and a decrease of $4,274,000 in cash and cash
equivalents for 2008 and 2007, respectively.  Liquidity is monitored
and closely managed by the Asset-Liability Management Committee
(ALCO).   Management believes that its sources and levels of
liquidity are adequate to meet the needs of the Corporation.




QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Market
risk refers to the risk of loss arising from adverse changes in interest rates,
foreign currency exchange rates, commodity prices, and other relevant market
rates and prices.  Management seeks to reduce fluctuations in its net
interest margin and to optimize net interest income with acceptable levels of
risk through periods of changing interest rates.  Accordingly, the
Corporation’s interest rate sensitivity and liquidity are monitored on an
ongoing basis by its Asset and Liability Committee (“ALCO”).  ALCO
establishes risk measures, limits and policy guidelines for managing the amount
of interest rate risk and its effect on net interest income and
capital.  A variety of measures are used to provide for a
comprehensive view of the magnitude of interest rate risk, the distribution of
risk, the level of risk over time and the exposure to changes in certain
interest rate relationships.  ALCO continuously monitors and manages
the balance between interest rate sensitive assets and
liabilities.  The objective is to manage the impact of fluctuating
market rates on net interest income within acceptable levels.  In
order to meet this objective, management may lengthen or shorten the duration of
assets or liabilities.  Management considers market interest rate risk
to be one of the Corporation’s most significant ongoing business risk
considerations.





One
method used to manage interest rate risk is a rate sensitivity gap analysis,
which monitors the relationship between the maturity and repricing of its
interest earning assets and interest bearing liabilities.  The
interest rate sensitivity gap is defined as the difference between the amount of
interest earning assets maturing or repricing within a specific time period and
the amount of interest bearing liabilities maturing or repricing within that
same time period.  A “positive gap” occurs when the amount of interest
rate-sensitive assets maturing or repricing within a given period exceeds the
amount of interest-sensitive liabilities maturing or repricing within the same
period.  Conversely, a “negative gap” occurs when the amount of
interest rate-sensitive liabilities exceeds the amount of interest
rate-sensitive assets.  Generally, during a period of rising interest
rates, a negative gap would adversely affect net interest income, while a
positive gap would result in an increase in net interest
income.  During a period of falling interest rates, a negative gap
would result in an increase in net interest income, while a positive gap would
negatively affect net interest income. Management monitors its gap position in
order to maintain earnings at an acceptable level.  This has
historically been accomplished through offering loan products that are either
short-term in nature or which carry variable rates of
interest.  Interest rates of the majority of the commercial and real
estate loan portfolios vary based on U.S. Treasury rates and the prime
commercial lending rates published by The Wall Street
Journal. Consumer loans have primarily fixed rates of
interest, except for home equity loans.  At December 31, 2009, as well
as December 31, 2008, the Corporation’s gap position was negative as more
rate-sensitive liabilities were set to re-price in the coming year than
rate-sensitive assets.




19




Principal/Notional
Amount with expected Maturities in:


(Dollars
in thousands)




For
the Year Ended December 31, 2009:





2010
            
            
            2011
            
            
            2012
            
            
            2013
            
            
            2014
            
            
            Thereafter
            
            
            Total
            
            
            Fair
              ValueRate
      sensitive assets:Fixed
      interest rate loans
            
            $
            10,918
            
            
            $
            7,301
            
            
            $
            8,315
            
            
            $
            7,862
            
            
            $
            10,154
            
            
            $
            17,548
            
            
            $
            62,098
            
            
            $
            61,589Average
      interest rate
            
            
            6.52
            %
            
            
            7.27
            %
            
            
            6.88
            %
            
            
            7.09
            %
            
            
            7.39
            %
            
            
            7.61
            %
            
            
            7.18
            %Variable
      interest rate loans
            
            $
            14,763
            
            
            $
            1,725
            
            
            $
            1,477
            
            
            $
            5,451
            
            
            $
            6,158
            
            
            $
            136,336
            
            
            $
            165,910
            
            
            $
            164,550Average
      interest rate
            
            
            5.04
            %
            
            
            6.15
            %
            
            
            5.74
            %
            
            
            5.59
            %
            
            
            5.44
            %
            
            
            6.14
            %
            
            
            6.00
            %Fixed
      interest rate securities
            
            $
            45
            
            
            $
            181
            
            
            $
            152
            
            
            $
            1,092
            
            
            $
            1,577
            
            
            $
            29,010
            
            
            $
            32,057
            
            
            $
            32,057Average
      interest rate
            
            
            4.46
            %
            
            
            4.55
            %
            
            
            4.53
            %
            
            
            3.82
            %
            
            
            3.78
            %
            
            
            3.94
            %
            
            
            3.93
            %Variable
      interest rate securities
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            4,676
            
            
            $
            4,676
            
            
            $
            4,676Average
      interest rate
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            4.27
            %
            
            
            4.27
            %Rate
      sensitive liabilities:Noninterest
      bearing deposits
            
            $
            7,846
            
            
            $
            6,277
            
            
            $
            4,707
            
            
            $
            3,924
            
            
            $
            3,924
            
            
            $
            4,707
            
            
            $
            31,385
            
            
            $
            31,385Interest
      bearing demand deposits
            
            $
            19,811
            
            
            $
            19,811
            
            
            $
            19,811
            
            
            $
            19,811
            
            
            $
            19,811
            
            
            $
            9,933
            
            
            $
            108,988
            
            
            $
            108,988Average
      interest rate
            
            
            0.66
            %
            
            
            0.66
            %
            
            
            0.66
            %
            
            
            0.66
            %
            
            
            0.66
            %
            
            
            0.66
            %
            
            
            0.66
            %Interest
      bearing time deposits
            
            $
            62,465
            
            
            $
            42,819
            
            
            $
            2,426
            
            
            $
            10,579
            
            
            $
            5,922
            
            
            $
            125
            
            
            $
            124,336
            
            
            $
            124,390Average
      interest rate
            
            
            2.15
            %
            
            
            2.90
            %
            
            
            3.89
            %
            
            
            4.37
            %
            
            
            3.21
            %
            
            
            0.73
            %
            
            
            2.68
            %Fixed
      interest rate borrowing
            
            $
            5,000
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            5,000
            
            
            $
            5,001Average
      interest rate
            
            
            3.36
            %
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            3.36
            %Variable
      interest rate borrowing
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —Average
      interest rate




For
the Year Ended December 31, 2008:


2009
            
            
            2010
            
            
            2011
            
            
            2012
            
            
            2013
            
            
            Thereafter
            
            
            Total
            
            
            Fair
                ValueRate
      sensitive assets:Fixed
      interest rate loans
            
            $
            5,421
            
            
            $
            6,593
            
            
            $
            6,964
            
            
            $
            8,240
            
            
            $
            8,772
            
            
            $
            19,751
            
            
            $
            55,741
            
            
            $
            54,527Average
      interest rate
            
            
            8.28
            %
            
            
            8.67
            %
            
            
            8.32
            %
            
            
            7.14
            %
            
            
            7.13
            %
            
            
            8.49
            %
            
            
            8.05
            %Variable
      interest rate loans
            
            $
            10,342
            
            
            $
            2,453
            
            
            $
            435
            
            
            $
            2,010
            
            
            $
            6,222
            
            
            $
            121,447
            
            
            $
            142,909
            
            
            $
            139,814Average
      interest rate
            
            
            5.55
            %
            
            
            5.79
            %
            
            
            6.74
            %
            
            
            6.11
            %
            
            
            5.74
            %
            
            
            6.55
            %
            
            
            6.42
            %Fixed
      interest rate securities
            
            $
            1,039
            
            
            $
            18
            
            
            $
            517
            
            
            $
            142
            
            
            $
            1,236
            
            
            $
            27,761
            
            
            $
            30,713
            
            
            $
            30,713Average
      interest rate
            
            
            3.16
            %
            
            
            3.61
            %
            
            
            4.61
            %
            
            
            4.89
            %
            
            
            2.87
            %
            
            
            4.95
            %
            
            
            4.80
            %Variable
      interest rate securities
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            6,908
            
            
            $
            6,908
            
            
            $
            6,908Average
      interest rate
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            4.74
            %
            
            
            4.74
            %Rate
      sensitive liabilities:Noninterest
      bearing deposits
            
            $
            4,849
            
            
            $
            3,879
            
            
            $
            2,909
            
            
            $
            2,425
            
            
            $
            2,425
            
            
            $
            2,909
            
            
            $
            19,396
            
            
            $
            19,396Interest
      bearing demand deposits
            
            $
            15,500
            
            
            $
            15,500
            
            
            $
            15,500
            
            
            $
            15,500
            
            
            $
            15,500
            
            
            $
            7,773
            
            
            $
            85,273
            
            
            $
            85,273Average
      interest rate
            
            
            1.75
            %
            
            
            1.75
            %
            
            
            1.75
            %
            
            
            1.75
            %
            
            
            1.75
            %
            
            
            1.75
            %
            
            
            1.75
            %Interest
      bearing time deposits
            
            $
            77,628
            
            
            $
            23,724
            
            
            $
            13,675
            
            
            $
            1,619
            
            
            $
            10,187
            
            
            $
            166
            
            
            $
            126,999
            
            
            $
            130,025Average
      interest rate
            
            
            3.51
            %
            
            
            3.80
            %
            
            
            4.34
            %
            
            
            4.71
            %
            
            
            4.41
            %
            
            
            2.34
            %
            
            
            3.74
            %Fixed
      interest rate borrowing
            
            $
            —
            
            
            $
            5,000
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            5,000
            
            
            $
            5,142Average
      interest rate
            
            
            
            
            
            
            3.36
            %
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            3.36
            %Variable
      interest rate borrowing
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —Average
      interest rate




20




The
tables above provide information about the Corporation’s financial instruments,
used for purposes other than trading, which are sensitive to changes in interest
rates.  For loans, securities, and liabilities with contractual
maturities, the table presents principal cash flows and related weighted-average
interest rates by contractual maturities.  For core deposits (demand,
interest bearing checking, savings and money market) that have no contractual
maturity, the table presents principal cash flows and, as applicable, related
weighted-average interest rates based upon the Corporation’s historical
experience, management’s judgments and statistical analysis, as applicable,
concerning their most likely withdrawal behaviors, and does not represent when
the rates on these items may be changed.  Weighted-average variable
rates are based upon rates existing at the reporting date.




FAIR
VALUE OF FINANCIAL INSTRUMENTS




The
estimates of fair values of securities and other financial instruments are based
on a variety of factors.  In some cases, fair values represent quoted
market prices for identical or comparable instruments.  In other
cases, fair values have been estimated based on assumptions concerning the
amount and timing of estimated future cash flows and assumed discount rates
reflecting varying degrees of risk.  Accordingly, the fair values may
not represent actual values of the financial instruments that could have been
realized as of year-end or that will be realized in the future.





The
estimated fair value of the Corporation’s financial assets was below carrying
value by $1,869,000 at December 31, 2009 compared to $4,309,000 below carrying
value at December 31, 2008.  The fair value of interest bearing
liabilities had a slight decrease in fair value of $55,000 at December 31, 2009
compared to a $3,168,000 decrease in fair value a year ago.  The net
result for 2009 was a net market loss of $1,924,000, an improvement from the net
market loss of $7,478,000 at year-end 2008.  Further information
relating to the Corporation’s estimated fair value of its financial instruments
is disclosed in Note 14 of the Consolidated Financial Statements.





IMPACT
OF INFLATION




The
financial data included herein has been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP), which
generally do not recognize changes in the relative value of money due to
inflation or recession.





In
management’s opinion, changes in interest rates affect the financial condition
of a financial institution to a far greater degree than changes in the inflation
rate.  While interest rates are greatly influenced by changes in the
inflation rate, they do not change at the same rate or in the same magnitude as
the inflation rate.  Rather, interest rate volatility is based on
changes in monetary and fiscal policy.  A financial institution’s
ability to be relatively unaffected by changes in interest rates is a good
indicator of its capability to perform in today’s volatile economic
environment.  The Corporation seeks to insulate itself from interest
rate volatility by ensuring that rate-sensitive assets and rate-sensitive
liabilities respond to changes in interest rates in a similar period and to a
similar degree.




21




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of
Directors and Shareholders


Commercial
Bancshares, Inc.


Upper
Sandusky, Ohio





We have
audited the accompanying consolidated balance sheets of Commercial Bancshares,
Inc. as of December 31, 2009 and 2008, and the related consolidated statements
of income, changes in shareholders’ equity and cash flows for each of the years
in the three-year period ended December 31, 2009.  These financial
statements are the responsibility of the Corporation’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Corporation is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Corporation’s internal control
over financial reporting. Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Commercial Bancshares, Inc.
as of December 31, 2009 and 2008, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2009, in
conformity with accounting principles generally accepted in the United States of
America.











Columbus,
Ohio


March 11,
2010





22




COMMERCIAL
BANCSHARES, INC.




CONSOLIDATED
BALANCE SHEETS


December
31, 2009 and 2008





(Dollars
      in thousands)2009
            
            
            2008ASSETSCash
      and cash equivalents
            
            $
            4,844
            
            
            $
            5,357Federal
      funds sold
            
            
            7,402
            
            
            
            3,577Cash
      equivalents and federal funds sold
            
            
            12,246
            
            
            
            8,934Securities
      available for sale
            
            
            36,733
            
            
            
            37,621Total
      loans
            
            
            228,008
            
            
            
            198,650Allowance
      for loan losses
            
            
            (2,744
            )
            
            
            (2,483
            )Loans,
      net
            
            
            225,264
            
            
            
            196,167Premises
      and equipment, net
            
            
            7,983
            
            
            
            7,922Accrued
      interest receivable
            
            
            1,147
            
            
            
            1,035Other
      assets
            
            
            10,907
            
            
            
            8,116Total
      assets
            
            $
            294,280
            
            
            $
            259,795LIABILITIESDepositsNoninterest
      bearing demand
            
            $
            31,385
            
            
            $
            19,396Interest
      bearing demand
            
            
            94,364
            
            
            
            70,926Savings
      and time deposits
            
            
            101,660
            
            
            
            100,100Time
      deposits $100,000 and greater
            
            
            37,300
            
            
            
            41,246Total
      deposits
            
            
            264,709
            
            
            
            231,668FHLB
      advances
            
            
            5,000
            
            
            
            5,000Accrued
      interest payable
            
            
            239
            
            
            
            337Other
      liabilities
            
            
            1,637
            
            
            
            1,485Total
      liabilities
            
            
            271,585
            
            
            
            238,490SHAREHOLDERS’
      EQUITYCommon
      stock, no par value; 4,000,000 shares authorized, 1,181,038 shares issued
      in 2009 and 1,178,938 in 2008
            
            
            11,266
            
            
            
            11,282Retained
      earnings
            
            
            12,278
            
            
            
            11,836Unearned
      compensation
            
            
            (26
            )
            
            
            —Deferred
      compensation plan shares; at cost, 22,702 shares in 2009 and 22,126 shares
      in 2008
            
            
            (494
            )
            
            
            (542
            )Treasury
      stock; 42,541 shares in 2009 and 2008
            
            
            (1,163
            )
            
            
            (1,163
            )Accumulated
      other comprehensive income (loss)
            
            
            834
            
            
            
            (108
            )Total
      shareholders’ equity
            
            
            22,695
            
            
            
            21,305Total
      liabilities and shareholders’ equity
            
            $
            294,280
            
            
            $
            259,795




See
accompanying notes to consolidated financial statements.
  23


COMMERCIAL
BANCSHARES, INC.
  CONSOLIDATED STATEMENTS
OF INCOME (LOSS)


Years
ended December 31, 2009, 2008 and 2007




(Dollars
in thousands, except per share data)




2009
            
            
            2008
            
            
            2007Interest
      incomeInterest
      and fees on loans
            
            $
            14,047
            
            
            $
            14,418
            
            
            $
            15,439Interest
      on securities:Taxable
            
            
            712
            
            
            
            1,087
            
            
            
            1,472Nontaxable
            
            
            749
            
            
            
            771
            
            
            
            763Federal
      funds sold
            
            
            21
            
            
            
            18
            
            
            
            208Total
      interest income
            
            
            15,529
            
            
            
            16,294
            
            
            
            17,882Interest
      expenseInterest
      on deposits
            
            
            4,798
            
            
            
            6,081
            
            
            
            8,323Interest
      on borrowings
            
            
            169
            
            
            
            196
            
            
            
            48Total
      interest expense
            
            
            4,967
            
            
            
            6,277
            
            
            
            8,371Net
      interest income
            
            
            10,562
            
            
            
            10,017
            
            
            
            9,511Provision
      for loan losses
            
            
            1,484
            
            
            
            1,127
            
            
            
            1,332Net
      interest income after provision for loan loss
            
            
            9,078
            
            
            
            8,890
            
            
            
            8,179Noninterest
      incomeService
      fees and overdraft charges
            
            
            1,877
            
            
            
            1,896
            
            
            
            1,754Gains
      on security sales, net
            
            
            22
            
            
            
            —
            
            
            
            —Losses
      on repossessed asset sales, net
            
            
            (102
            )
            
            
            (21
            )
            
            
            (51
            )Other
      income
            
            
            579
            
            
            
            784
            
            
            
            541Total
      noninterest income
            
            
            2,376
            
            
            
            2,659
            
            
            
            2,244Noninterest
      expensesSalaries
      and employee benefits
            
            
            5,046
            
            
            
            5,415
            
            
            
            5,904Premises
      and equipment
            
            
            1,444
            
            
            
            1,575
            
            
            
            1,727Loan
      expense
            
            
            411
            
            
            
            183
            
            
            
            222Professional
      fees
            
            
            454
            
            
            
            495
            
            
            
            629Data
      processing
            
            
            256
            
            
            
            267
            
            
            
            566Software
      maintenance
            
            
            287
            
            
            
            266
            
            
            
            274Advertising
      and promotional
            
            
            197
            
            
            
            217
            
            
            
            197FDIC
      deposit insurance
            
            
            659
            
            
            
            91
            
            
            
            65Franchise
      tax
            
            
            270
            
            
            
            264
            
            
            
            269Other
      operating expense
            
            
            1,240
            
            
            
            1,287
            
            
            
            1,466Total
      noninterest expense
            
            
            10,264
            
            
            
            10,060
            
            
            
            11,319Income
      (loss) before income taxes
            
            
            1,190
            
            
            
            1,489
            
            
            
            (896
            )Income
      tax expense (credit)
            
            
            89
            
            
            
            188
            
            
            
            (597
            )Net
      income (loss)
            
            $
            1,101
            
            
            $
            1,301
            
            
            $
            (299
            )Basic
      earnings (loss) per common share
            
            $
            0.97
            
            
            $
            1.14
            
            
            $
            (0.26
            )Diluted
      earnings (loss) per common share
            
            $
            0.97
            
            
            $
            1.14
            
            
            $
            (0.26
            )




See
accompanying notes to consolidated financial statements.
  24
  COMMERCIAL
BANCSHARES, INC.


CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


Years
ended December 31, 2009, 2008 and 2007




(Dollars
in thousands)


Outstanding
      Shares
            
            
            Common
      Stock
            
            
            Retained
      Earnings
            
            
            Accumulated
      Other Comprehensive Income (Loss)
            
            
            Stock
      Ownership Plan Shares
            
            
            Treasury
      Stock
            
            
            Total
      Shareholders’ EquityBalance
      at January 1, 2007
            
            
            1,151,335
            
            
            $
            11,213
            
            
            $
            12,886
            
            
            $
            (421
            )
            
            $
            (475
            )
            
            $
            (756
            )
            
            $
            22,447Comprehensive
      income:Net
      income (loss)
            
            
            
            
            
            
            —
            
            
            
            (299
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (299
            )Change
      in net unrealized gain (loss) on securities available for sale, net of tax
      effect
            
            
            
            
            
            
            —
            
            
            
            —
            
            
            
            387
            
            
            
            —
            
            
            
            —
            
            
            
            387Total
      comprehensive income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            88Cash
      dividends declared
            
            
            
            
            
            
            —
            
            
            
            (865
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (865
            )Shares
      acquired for deferred compensation: 1,588 shares
            
            
            
            
            
            
            32
            
            
            
            —
            
            
            
            —
            
            
            
            (32
            )
            
            
            —
            
            
            
            —Shares
      divested for deferred compensation: 956 shares
            
            
            
            
            
            
            (25
            )
            
            
            —
            
            
            
            —
            
            
            
            25
            
            
            
            —
            
            
            
            —Stock-based
      compensation
            
            
            —
            
            
            
            3
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            3Purchase
      of treasury stock
            
            
            (15,320
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (417
            )
            
            
            (417
            )Issuance
      of treasury stock for deferred compensation plan
            
            
            382
            
            
            
            10
            
            
            
            —
            
            
            
            —
            
            
            
            (10
            )
            
            
            10
            
            
            
            10Balance
      at December 31, 2007
            
            
            1,136,397
            
            
            $
            11,233
            
            
            $
            11,722
            
            
            $
            (34
            )
            
            $
            (492
            )
            
            $
            (1,163
            )
            
            $
            21,266Comprehensive
      income:Net
      income
            
            
            
            
            
            
            —
            
            
            
            1,301
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            1,301Change
      in net unrealized gain (loss) on securities available for sale, net of tax
      effect
            
            
            
            
            
            
            —
            
            
            
            —
            
            
            
            (74
            )
            
            
            —
            
            
            
            —
            
            
            
            (74
            )Total
      comprehensive income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,227Cumulative
      effect of change in accounting for postretirement
      obligations
            
            
            
            
            
            
            —
            
            
            
            (323
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (323
            )Cash
      dividends declared
            
            
            
            
            
            
            —
            
            
            
            (864
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (864
            )Shares
      acquired for deferred compensation: 2,510 shares
            
            
            
            
            
            
            58
            
            
            
            —
            
            
            
            —
            
            
            
            (58
            )
            
            
            —
            
            
            
            —Shares
      divested for deferred compensation: 331 shares
            
            
            
            
            
            
            (8
            )
            
            
            —
            
            
            
            —
            
            
            
            8
            
            
            
            —
            
            
            
            —Stock-based
      compensation
            
            
            —
            
            
            
            (1
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (1
            )Balance
      at December 31, 2008
            
            
            1,136,397
            
            
            $
            11,282
            
            
            $
            11,836
            
            
            $
            (108
            )
            
            $
            (542
            )
            
            $
            (1,163
            )
            
            $
            21,305




See
accompanying notes to consolidated financial statements.
  25


COMMERCIAL
BANCSHARES, INC.
 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


Years
ended December 31, 2009, 2008 and 2007


(Dollars
in thousands)


Outstanding
      Shares
            
            
            Common
      Stock
            
            
            Retained
      Earnings
            
            
            Unearned
      Compensation
            
            
            Accumulated
      Other Comprehensive Income (Loss)
            
            
            Stock
      Ownership Plan Shares
            
            
            Treasury
      Stock
            
            
            Total
      Shareholders’ EquityBalance
      at January 1, 2009
            
            
            1,136,397
            
            
            $
            11,282
            
            
            $
            11,836
            
            
            $
            —
            
            
            $
            (108
            )
            
            $
            (542
            )
            
            $
            (1,163
            )
            
            $
            21,305Comprehensive
      income:Net
      income
            
            
            
            
            
            
            —
            
            
            
            1,101
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            1,101Change
      in net unrealized gain (loss) on securities available for sale, net of
      reclassification & tax effect
            
            
            
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            942
            
            
            
            —
            
            
            
            —
            
            
            
            942Total
      comprehensive income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,043Cash
      dividends declared
            
            
            
            
            
            
            —
            
            
            
            (659
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (659
            )Shares
      acquired: deferred compensation 5,673 shares
            
            
            
            
            
            
            75
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (75
            )
            
            
            —
            
            
            
            —Shares
      divested: deferred compensation 5,097 shares
            
            
            
            
            
            
            (123
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            123
            
            
            
            —
            
            
            
            —Restricted
      shares awarded
            
            
            2,100
            
            
            
            26
            
            
            
            —
            
            
            
            (26
            )
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Stock-based
      compensation
            
            
            
            
            
            
            6
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            6Balance
      at December 31, 2009
            
            
            1,138,497
            
            
            $
            11,266
            
            
            $
            12,278
            
            
            $
            (26
            )
            
            $
            834
            
            
            $
            (494
            )
            
            $
            (1,163
            )
            
            $
            22,695





See
accompanying notes to consolidated financial statements.
  26
  COMMERCIAL
BANCSHARES, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


Years
ended December 31, 2009, 2008 and 2007


(Dollars
in thousands)


2009
            
            
            2008
            
            
            2007Cash
      flows from operating activitiesNet
      income (loss)
            
            $
            1,101
            
            
            $
            1,301
            
            
            $
            (299
            )Adjustments
      to reconcile net income (loss) to net cash from operating
      activitiesDepreciation
            
            
            862
            
            
            
            1,031
            
            
            
            1,125Provisions
      for loan loss
            
            
            1,484
            
            
            
            1,127
            
            
            
            1,332Deferred
      income taxes
            
            
            (84
            )
            
            
            (66
            )
            
            
            (169
            )Loss
      on sale of repossessed assets, net
            
            
            102
            
            
            
            21
            
            
            
            51Stock
      dividends on FHLB stock
            
            
            —
            
            
            
            (87
            )
            
            
            —Net
      amortization on securities
            
            
            207
            
            
            
            107
            
            
            
            308Amortization
      of intangible assets
            
            
            —
            
            
            
            —
            
            
            
            4Increased
      cash value of Bank-owned life insurance
            
            
            (277
            )
            
            
            (268
            )
            
            
            (258
            )Stock-based
      compensation
            
            
            7
            
            
            
            (1
            )
            
            
            3Changes
      in:Interest
      receivable
            
            
            (112
            )
            
            
            214
            
            
            
            79Interest
      payable
            
            
            (98
            )
            
            
            (49
            )
            
            
            (12
            )Other
      assets and liabilities
            
            
            (1,771
            )
            
            
            496
            
            
            
            (303
            )Net
      cash from operating activities
            
            
            1,421
            
            
            
            3,826
            
            
            
            1,861Cash
      flows from investing activitiesSecurities
      available for salePurchases
            
            
            (8,148
            )
            
            
            —
            
            
            
            (1,537
            )Maturities
      and repayments
            
            
            9,661
            
            
            
            11,123
            
            
            
            4,053Sales
            
            
            593Net
      change in loans
            
            
            (32,597
            )
            
            
            (4,877
            )
            
            
            (1,401
            )Proceeds
      from sale of OREO and repossessed assets
            
            
            922
            
            
            
            291
            
            
            
            487Proceeds
      from sale of premises and equipment
            
            
            205
            
            
            
            583
            
            
            
            137Bank
      premises and equipment expenditures
            
            
            (1,128
            )
            
            
            (848
            )
            
            
            (448
            )Net
      cash from investing activities
            
            
            (30,492
            )
            
            
            6,272
            
            
            
            1,291Cash
      flows from financing activitiesNet
      change in deposits
            
            
            33,042
            
            
            
            (6,844
            )
            
            
            (11,154
            )Proceeds
      from additional FHLB advances
            
            
            —
            
            
            
            20,440
            
            
            
            5,000Repayments
      of FHLB advances
            
            
            —
            
            
            
            (20,440
            )
            
            
            —Cash
      dividends paid
            
            
            (659
            )
            
            
            (864
            )
            
            
            (865
            )Issuance
      of common stock
            
            
            —
            
            
            
            —
            
            
            
            10Purchase
      of treasury stock
            
            
            —
            
            
            
            —
            
            
            
            (417
            )Net
      cash from financing activities
            
            
            32,383
            
            
            
            (7,708
            )
            
            
            (7,426
            )Net
      change in cash and cash equivalents
            
            
            3,312
            
            
            
            2,390
            
            
            
            (4,274
            )Cash
      and cash equivalents
            
            
            8,934
            
            
            
            6,544
            
            
            
            10,818Cash
      and cash equivalents
            
            $
            12,246
            
            
            $
            8,934
            
            
            $
            6,544Supplemental
      disclosures:Cash
      paid for interest
            
            $
            5,065
            
            
            $
            6,326
            
            
            $
            8,382Cash
      paid for income taxes
            
            
            255
            
            
            
            —
            
            
            
            —Non-cash
      transfer of loans to foreclosed/repossessed assets
            
            
            2,286
            
            
            
            405
            
            
            
            413


See
accompanying notes to consolidated financial statements.
  27





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Basis
of Presentation: The consolidated financial statements
include the accounts of Commercial Bancshares, Inc. (the “Corporation”) and its
wholly owned subsidiaries, Commercial Financial and Insurance Agency, LTD
(“Commercial Financial”) and The Commercial Savings Bank (the
“Bank”).  The Bank also owns a 49.9% interest in Beck Title Agency,
Ltd., which is accounted for using the equity method of
accounting.  All significant inter-company balances and transactions
have been eliminated in consolidation.




Nature
of Operations:Commercial Bancshares, Inc. is a
financial holding corporation whose banking subsidiary, The Commercial Savings
Bank, is engaged in the business of commercial and retail banking, with
operations conducted through its main office and branches located in Upper
Sandusky, Ohio and neighboring communities in Wyandot, Marion and Hancock
counties.  These market areas provide the source of substantially all
of the Corporation’s deposit and loan activities.  The Corporation’s
primary deposit products are checking, savings and term certificate accounts,
and its primary lending products are residential mortgage, commercial and
installment loans.  Substantially all loans are secured by specific
items of collateral including business assets, consumer assets and real
estate.  Other financial instruments that potentially represent
concentrations of credit risk include deposit accounts in other financial
institutions and federal funds sold.




Use
of Estimates:  The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
inherently involves the use of estimates and assumptions that affect the amounts
reported in the financial statements and the related
disclosures.  These estimates relate principally to the determination
of the allowance for loan losses, income taxes and the fair value of financial
instruments.  Due to potential changes in conditions, it is at least
reasonably possible that change in estimates will occur in the near term and
that such changes could be material to the amounts reported in the Corporation’s
financial statements.




Cash
and Cash Equivalents: Cash and cash equivalents include
cash, interest bearing and noninterest bearing demand deposits with banks, and
federal funds invested.




Securities: Securities
are classified as available for sale.  Securities available for sale
are carried at fair value, with unrealized holding gains and losses reported
separately in shareholders’ equity, net of tax.  Securities such as
Federal Home Loan Bank Stock are carried at cost.  Interest income
includes net amortization of purchase premiums and
discounts.  Realized gains and losses on sales are determined using
the amortized cost of the specific security sold.  Securities are
written down to fair value when a decline in fair value is not
temporary.  In estimating other-than-temporary impairment losses,
management considers (1) the length of time and the extent to which the fair
value has been less than cost, (2) the financial condition and near-term
prospects of the issuer, and (3) the intent and ability of the Corporation to
retain its investment in the issuer for a period of time sufficient to allow for
any anticipated recovery in fair value.




Loans
Receivable: Loans are reported at the principal balance
outstanding, net of deferred loan fees and costs, allowance for loan losses, and
charge offs.  Interest income is reported on the accrual method and
includes amortization of net deferred loan fees and costs over the loan
term.  Interest income is not reported when full loan repayment is in
doubt, typically when the loan is impaired or payments are past due over 90
days.  When a loan is placed on nonaccrual status, all unpaid interest
is reversed to interest income.  Payments received on such loans are
reported as principal reductions until qualifying for return to accrual
status.  Accrual is resumed when all contractually due payments are
brought current and future payments are reasonably
assured.




Allowance
for Loan Losses:The allowance for loan losses is a
valuation allowance, increased by the provision for loan losses and decreased by
charge-offs, minus recoveries.  Management estimates the allowance
balance required based on past loan loss experience, known and inherent risks in
the portfolio, information about specific borrower situations and estimated
collateral values, economic conditions, and other
factors.  Allocations of the allowance may be made for specific loans,
but the entire allowance is available for any loan that, in management’s
judgment, should be charged-off.  Loan losses are charged against the
allowance when management believes the uncollectibility of a loan balance is
confirmed.




28





The
allowance consists of specific and general components.  The specific
component relates to loans that are classified as doubtful, substandard, or
special mention.  For such loans that are also classified as impaired,
an allowance is established when the discounted cash flows (or collateral value
or observable market price) of the impaired loan is lower than the carrying
value of that loan.  The general component covers non-classified loans
and is based on historical loss experience adjusted for qualitative
factors.




A loan is
considered impaired when management believes full collection of principal and
interest under the loan terms is not probable.  Often this is
associated with a significant delay or shortfall in payments.  If a
loan is impaired, a portion of the allowance is allocated so that the loan is
reported, net, at the present value of estimated future cash flows using the
loan’s existing rate or at the fair value of collateral if repayment is expected
solely from the collateral.




Premises
and Equipment: Land is carried at
cost.  Premises and equipment are stated at cost less accumulated
depreciation.  Depreciation expense is calculated using the
straight-line method based on the estimated useful lives of the
assets.  Buildings and related components are depreciated using useful
lives ranging from 5 to 39 years.  Furniture, fixtures and equipment
are depreciated using useful lives of 3 to 10 years.  These assets are
reviewed for impairment when events indicate the carrying amount may not be
recoverable.




Other
Real Estate: Real estate acquired through foreclosure
is carried at the lower of the recorded investment in the property or its fair
value less estimated costs to sell.  Upon repossession, the value of
the underlying loan is written down to the fair value of the real estate less
estimated costs to sell by a charge to the allowance for loan losses, if
necessary.  Any subsequent write-downs are charged to operating
expenses.  Operating expenses of such properties, net of related
income, and gains and losses on their disposition are included in other
expense.




Income
Taxes: Income tax expense is the sum of the current
year income tax due or refundable and the change in deferred tax assets and
liabilities.  Deferred tax assets and liabilities are the expected
future tax consequences of temporary differences between the carrying amounts
and tax bases of assets and liabilities, computed using enacted tax
rates.  A valuation allowance, if needed, reduces deferred tax assets
to the amount expected to be realized.




Long-Term
Assets:Premises and equipment and other long-term
assets are reviewed for impairment when events indicate their carrying amount
may not be recoverable from future undiscounted cash flows.  If
impaired, the assets are recorded at discounted
amounts.




Benefit
Plans: Profit-sharing and 401(k) plan contributions are
determined by a formula based on employee deferrals with additional
contributions at the discretion of the Board of
Directors.




Directors
and executive officers of the Corporation are permitted to defer compensation
paid for service to the Corporation under the Company’s Deferred Compensation
Plan.  Deferred compensation costs are expensed over the individual’s
service period. Shares of the Corporation’s common stock that are held in trust
for the benefit of deferred compensation plan participants may be available to
the Corporation’s creditors in certain circumstances.  Such shares
acquired by the trustee are reported as a reduction to shareholders’ equity,
with a corresponding increase to common stock.  In addition to the
Corporation’s stock, cash is also held in trust for the benefit of deferred
compensation plan participants.




Stock
Compensation:The Corporation recognizes expense for stock-based
compensation using the fair value method of accounting.  The
Corporation uses an option pricing model to estimate the grant date present
value of stock options granted.  Compensation is then recognized over
the service period, which is usually the vesting
period.




Financial
Instruments: Financial instruments include
off-balance-sheet credit instruments, such as commitments to make loans and
standby letters of credit, issued to meet customer-financing
needs.  The face amount for these items represents the exposure to
loss, before considering customer collateral or ability to
repay.  Such financial instruments are recorded when they are
funded.




29




Fair
Values of Financial Instruments: Fair values of
financial instruments are estimated using relevant market information and other
assumptions, as more fully disclosed separately.  Fair value estimates
involve uncertainties and matters of significant judgment regarding interest
rates, credit risk, prepayments, and other factors, especially in the absence of
broad markets for particular items.  Changes in assumptions or in
market conditions could significantly affect the estimates.  The fair
value estimates of existing on-and off balance sheet financial instruments does
not include the value of anticipated future business or the values of assets and
liabilities not considered financial instruments.




Comprehensive
Income: Accounting principles generally require that
recognized revenue, expenses, gains and losses be included in net
income.  Although certain changes in assets and liabilities, such as
unrealized gains and losses on available for sale securities, are reported as a
separate component of the equity section of the balance sheet, such items, along
with net income are components of comprehensive income.  The only
other comprehensive income item the Corporation presently has is net unrealized
gains and losses on available for sale securities, reported net of
tax.




Loss
Contingencies: Loss contingencies, including claims and
legal actions arising in the ordinary course of business, are recorded as
liabilities when the likelihood of loss is probable and an amount or range of
loss can be reasonably estimated.  Management does not believe there
are such matters that will have a material effect on the financial
statements.




Earnings
Per Share: Basic earnings per share (“EPS”), is
calculated by dividing net income by the weighted average number of common
shares outstanding.  The computation of diluted EPS assumes the
issuance of common shares for all dilutive potential common shares outstanding
during the reporting period.  The dilutive effect of stock options is
considered in earnings per share calculations, if dilutive, using the treasury
stock method.




Industry
Segments: While the Corporation’s chief decision makers
monitor the revenue streams of various products and services, operations are
managed and financial performance is evaluated on a Corporation-wide
basis.  Accordingly, all of the financial service operations are
considered by management to be aggregated in one reportable
segment.




30




NOTE
2 - SECURITIES




The fair
value of securities available for sale (in thousands) and the related gains and
losses recognized in accumulated other comprehensive income was as
follows:


Fair
      Value
            
            
            Gross
      Unrealized Gains
            
            
            Gross
      Unrealized Losses2009Obligations
      of U.S. Government and federal agencies
            
            $
            4,083
            
            
            $
            —
            
            
            $
            (15
            )Obligations
      of state and political subdivisions
            
            
            18,618
            
            
            
            925
            
            
            
            (33
            )Mortgage-backed
      securities
            
            
            11,774
            
            
            
            386
            
            
            
            —Total
      debt securities available for sale
            
            
            34,475
            
            
            
            1,311
            
            
            
            (48
            )Equity
      investments
            
            
            2,258
            
            
            
            —
            
            
            
            —Total
      securities available for sale
            
            $
            36,733
            
            
            $
            1,311
            
            
            $
            (48
            )2008Obligations
      of U.S. Government and federal agencies
            
            $
            1,007
            
            
            $
            7
            
            
            $
            —Obligations
      of state and political subdivisions
            
            
            18,597
            
            
            
            310
            
            
            
            (415
            )Mortgage-backed
      securities
            
            
            15,759
            
            
            
            59
            
            
            
            (124
            )Total
      debt securities available for sale
            
            
            35,363
            
            
            
            376
            
            
            
            (539
            )Equity
      investments
            
            
            2,258
            
            
            
            —
            
            
            
            —Total
      securities available for sale
            
            $
            37,621
            
            
            $
            376
            
            
            $
            (539
            )




Contractual
maturities of securities (in thousands) at year-end 2009 were as
follows.  Securities not due at a single maturity date, primarily
mortgage-backed securities, are shown separately.




Fair
      ValueDue
      less than one year
            
            $
            18Due
      after one year through five years
            
            
            2,321Due
      after five years through ten years
            
            
            12,838Due
      after ten years
            
            
            7,524Mortgage-backed
      securities
            
            
            11,774Equity
      investments
            
            
            2,258$
            36,733




Sales of
available for sale securities (in thousands) were as follows:




2009
            
            
            2008
            
            
            2007Proceeds
            
            $
            593
            
            
            $
            —
            
            
            $
            —Gross
      gains
            
            
            22
            
            
            
            —
            
            
            
            —Gross
      losses
            
            
            —
            
            
            
            —
            
            
            
            —




Proceeds
from maturities, calls and repayments of principal were $9,661,000, $11,123,000
and $4,053,000 in 2009, 2008 and 2007 respectively.


Information
pertaining to securities with gross unrealized losses, (in thousands) at
December 31, 2009, aggregated by investment category and length of time that the
individual securities have been in a continuous loss position:




Less
      Than Twelve Months
            
            
            Over
      Twelve MonthsGross
            
            
            
            
            
            GrossUnrealized
            
            
            Fair
            
            
            Unrealized
            
            
            FairAvailable
      for sale securities
            
            Losses
            
            
            Value
            
            
            Losses
            
            
            ValueU.S.
      Government and Agency
            
            $
            (15
            )
            
            $
            2,082
            
            
            $
            0
            
            
            $
            0State
      and political subdivisions
            
            
            (16
            )
            
            
            1,259
            
            
            
            (17
            )
            
            
            835Mortgage-backed
      securities
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Total
      available for sale
            
            $
            (31
            )
            
            $
            3,341
            
            
            $
            (17
            )
            
            $
            835




31




Information
pertaining to securities with gross unrealized losses, (in thousands) at
December 31, 2008, aggregated by investment category and length of time that the
individual securities have been in a continuous loss position:




Less
      Than Twelve Months
            
            
            Over
      Twelve MonthsGross
            
            
            
            
            
            GrossUnrealized
            
            
            Fair
            
            
            Unrealized
            
            
            FairAvailable
      for sale securities
            
            Losses
            
            
            Value
            
            
            Losses
            
            
            ValueU.S.
      Government and Agency
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0State
      and political subdivisions
            
            
            (415
            )
            
            
            7,143
            
            
            
            0
            
            
            
            0Mortgage-backed
      securities
            
            
            (96
            )
            
            
            7,585
            
            
            
            (28
            )
            
            
            1,071Total
      available for sale
            
            $
            (511
            )
            
            $
            14,728
            
            
            $
            (28
            )
            
            $
            1,071




Unrealized
losses on securities are considered temporary and have not been recognized into
income because the issuers’ bonds are of high quality and the Corporation has
the intent and ability to hold the securities for the foreseeable
future.  The fair value of the securities is impacted by marketplace
liquidity and other factors that are considered to be temporary in
nature.  The fair value is expected to be recovered as the bonds
approach the maturity date.


NOTE
3 – LOANS




Year-end
loans (in thousands) were as follows:




2009
            
            
            2008Commercial
      loans
            
            $
            168,611
            
            
            $
            141,968Real
      estate loans - residential
            
            
            9,296
            
            
            
            7,000Construction
      loans
            
            
            2,529
            
            
            
            1,921Consumer
      loans
            
            
            23,721
            
            
            
            21,596Home
      equity loans
            
            
            22,685
            
            
            
            22,244Indirect
      finance loans
            
            
            1,166
            
            
            
            3,921Total
      loans
            
            $
            228,008
            
            
            $
            198,650




At
December 31, 2009 and 2008, total loans included loans to farmers for
agricultural purposes of approximately $25,602,000 and $22,687,000
respectively.


Impaired
loans (in thousands) were as follows:


2009
            
            
            2008Year-end
      loans with no allocated allowance for loan losses
            
            $
            943
            
            
            $
            1,377Year-end
      loans with allocated allowance for loan losses
            
            
            785
            
            
            
            1,588Total
            
            $
            1,728
            
            
            $
            2,965Amount
      of the allowance for loan losses allocated
            
            $
            88
            
            
            $
            375




2009
            
            
            2008
            
            
            2007Average
      of impaired loans during the year
            
            $
            2,468
            
            
            $
            3,058
            
            
            $
            1,654Income
      recognized on impaired loans
            
            
            31
            
            
            
            51
            
            
            
            137Cash-basis
      interest recognized on impaired loans
            
            
            31
            
            
            
            51
            
            
            
            137




Non-performing
loans (in thousands) were as follows:




2009
            
            
            2008Loans
      past due over 90 days still on accrual
            
            $
            —
            
            
            $
            —Nonaccrual
      loans
            
            
            2,641
            
            
            
            5,355





32




NOTE
4 - ALLOWANCE FOR LOAN LOSS




Activity
in the allowance for loan loss (in thousands) was as follows:




2009
            
            
            2008
            
            
            2007Beginning
      balance
            
            $
            2,483
            
            
            $
            2,411
            
            
            $
            2,015Provision
      for loan loss
            
            
            1,484
            
            
            
            1,127
            
            
            
            1,332Loans
      charged off
            
            
            (1,315
            )
            
            
            (1,279
            )
            
            
            (1,287
            )Recoveries
      of loans previously charged off
            
            
            92
            
            
            
            224
            
            
            
            351Ending
      balance
            
            $
            2,744
            
            
            $
            2,483
            
            
            $
            2,411




NOTE
5 - PREMISES AND EQUIPMENT




Year-end
premises and equipment (in thousands) were as follows:




2009
            
            
            2008Land
            
            $
            1,110
            
            
            $
            1,070Buildings
            
            
            8,613
            
            
            
            8,249Furniture
      and equipment
            
            
            5,300
            
            
            
            4,639Construction
      in process
            
            
            35
            
            
            
            371Total
            
            
            15,058
            
            
            
            14,329Accumulated
      depreciation
            
            
            7,075
            
            
            
            6,407Premises
      and equipment, net
            
            $
            7,983
            
            
            $
            7,922




NOTE
6 - DEPOSITS




At
year-end 2009, scheduled maturities of time deposits (in thousands) were as
follows:




2010
            
            $
            62,4652011
            
            
            42,8192012
            
            
            2,4262013
            
            
            10,5792014
            
            
            5,9222015
      and thereafter
            
            
            125$
            124,336




NOTE
7 – FHLB ADVANCES




FHLB
advances (in thousands) consisted of the following at year-end:




CurrentInterestRate
            
            
            2009
            
            
            2008FHLB
      fixed rate advance, with monthlyInterest
      payments; due June 2010
            
            
            3.36
            %
            
            $
            5,000
            
            
            $
            5,000




FHLB
advances are collateralized by all shares of FHLB stock owned by the Bank and by
the Bank’s qualified mortgage loans.  At December 31, 2009, the loans
pledged for FHLB advances had a carrying value of $29,278,000.





33




NOTE
8 - INCOME TAXES




The
provision for income taxes (in thousands) consists of:




2009
            
            
            2008
            
            
            2007Current
      provision
            
            $
            173
            
            
            $
            254
            
            
            $
            (428
            )Deferred
      provision (benefit)
            
            
            (84
            )
            
            
            (66
            )
            
            
            (169
            )Total
      income tax expense (credit)
            
            $
            89
            
            
            $
            188
            
            
            $
            (597
            )




Year-end
deferred tax assets and liabilities (in thousands) consist of:




Items
      giving rise to deferred tax assets
            
            2009
            
            
            2008Allowance
      for loan losses in excess of tax reserve
            
            $
            564
            
            
            $
            511Deferred
      compensation
            
            
            264
            
            
            
            272Alternative
      minimum tax credit carry forward
            
            
            374
            
            
            
            294Unrealized
      loss on securities available for sale
            
            
            —
            
            
            
            56Nonaccrual
      loan interest
            
            
            40
            
            
            
            18Accrued
      expenses and other
            
            
            53
            
            
            
            5Total
            
            
            1,295
            
            
            
            1,156Items
      giving rise to deferred tax liabilitiesDepreciation
            
            
            (208
            )
            
            
            (95
            )Deferred
      loan fees and costs
            
            
            (145
            )
            
            
            (160
            )FHLB
      stock dividend
            
            
            (309
            )
            
            
            (309
            )Unrealized
      gain on securities available for sale
            
            
            (429
            )
            
            
            —Prepaid
      expenses and other
            
            
            (104
            )
            
            
            (91
            )Total
            
            
            (1,195
            )
            
            
            (655
            )Net
      deferred tax benefit
            
            $
            100
            
            
            $
            501




Income
tax expense attributable to continuing operations (in thousands) is reconciled
between the financial statement provision and amounts computed by applying the
statutory federal income tax rate of 34% to income before income taxes as
follows:




2009
            
            
            2008
            
            
            2007Tax
      at statutory rates
            
            $
            405
            
            
            $
            506
            
            
            $
            (305
            )Increase
      (decrease) in tax resulting from:Tax-exempt
      income
            
            
            (325
            )
            
            
            (310
            )
            
            
            (311
            )Other
            
            
            9
            
            
            
            (8
            )
            
            
            19Total
      income tax expense (credit)
            
            $
            89
            
            
            $
            188
            
            
            $
            (597
            )




Income
tax expense related to net security gains totaled approximately $7,000 for
2009.  The Corporation had no reportable income tax expense pertaining
to security gains for 2008 and 2007.


NOTE
9 – STOCK BASED COMPENSATION




At
December 31, 2009, the Corporation maintained the 1997 Stock Option Plan and the
2009 Incentive Stock Option Plan.  No additional grants may be made
under the 1997 Stock Option Plan.  The 2009 Plan, which is shareholder
approved, permits the grant of stock options, restricted stock and certain other
stock-based awards for up to 150,000 shares.  At December 31, 2009,
129,800 shares remained available for issuance.  All stock options
have an exercise price that is equal to the closing market value of the
Corporation's stock on the date the options are granted.  The
Corporation measures compensation cost at the grant date based on the fair value
of the award.  The fair value of each option award is estimated on the
date of grant using an option valuation model that uses assumptions for the
following: dividend yield, expected volatility, risk-free interest rate, annual
forfeiture rate, expected life of options (in years) and weighted average
grant-date fair value.  Expected volatilities are based on historical
volatility of the Corporation’s stock.  The expected term of options
granted is estimated using the simplified method calculation.  The
risk-free rate for periods within the estimated life of the option is based on
the U.S. Treasury yield curve in effect at the time of grant.  The
following assumptions were used in estimating the fair value for the stock
options granted in 2009:  a weighted average expected life of 8 years,
a risk-free interest rate of 3.35%, a dividend yield of 3.38% and an expected
volatility of 19.98%.  On August 12, 2009, 18,100 stock options with
an exercise price of $12.30 were granted to executive officers and certain key
employees.  The weighted average fair value of options granted was
$2.08 per share.  These options will vest over three years and have a
ten year maximum term.  At December 31, 2009, unrecognized
compensation related to stock options was $33,000.  This cost is
expected to be recognized as compensation expense over a period of approximately
2.5 years.




34





On August
12, 2009, 2,100 restricted stock awards were granted to executive officers with
a grant date fair value of $12.30.  Restricted stock awards are
recorded as deferred compensation, a component of shareholders' equity, at fair
value at the date of the grant and amortized to compensation expense over the
vesting period.  At December 31, 2009 the unrecognized compensation
cost for restricted awards was $22,000 which will be recognized as compensation
expense over a period of approximately 2.5 years.


A summary
of the Corporation’s stock options activity and related information
follows:




2009
            
            
            2008
            
            
            2007Shares
            
            
            Weighted
      Average Exercise Price
            
            
            Shares
            
            
            Weighted
      Average Exercise Price
            
            
            Shares
            
            
            Weighted
      Average Exercise PriceOutstanding
      at beginning of year
            
            
            6,602
            
            
            $
            24.59
            
            
            
            16,328
            
            
            $
            26.71
            
            
            
            31,819
            
            
            $
            26.04Granted
            
            
            18,100
            
            
            
            12.30
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Exercised
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Expired
            
            
            —
            
            
            
            —
            
            
            
            (8,250
            )
            
            
            28.64
            
            
            
            (2,755
            )
            
            
            25.70Forfeited
            
            
            —
            
            
            
            —
            
            
            
            (1,476
            )
            
            
            25.46
            
            
            
            (12,736
            )
            
            
            23.64Outstanding
      atYear-end
            
            
            24,702
            
            
            $
            15.58
            
            
            
            6,602
            
            
            $
            24.59
            
            
            
            16,328
            
            
            $
            26.71Options
      exercisable at year-end
            
            
            5,602
            
            
            
            
            
            
            
            5,602
            
            
            
            
            
            
            
            14,328Weighted
      average fair value of options granted during the year
            
            
            2.08
            
            
            
            
            
            
            
            n/a
            
            
            
            
            
            
            
            n/a




Options
outstanding at year-end 2009 were as follows.




Outstanding
            
            ExercisableRange
      of Exercise Prices
            
            
            Number
            
            Weighted
              Average
              Remaining
              Contractual
      Life
            
            Number
            
            
            Weighted
              Average
              Exercise
      Price$
            12
      - $13
            
            
            
            18,100
            
            9.62
      years
            
            
            0
            
            
            
            0.00$
            22
      - $25
            
            
            
            5,602
            
            0.61
      years
            
            
            5,602
            
            
            
            24.19$
            26
      - $30
            
            
            
            1,000
            
            6.00
      years
            
            
            0
            
            
            
            0.00Outstanding
      at year-end
            
            
            
            24,702
            
            
            
            
            5,602




The
aggregate intrinsic value of options outstanding and exercisable at December 31,
2009 was zero.




35




NOTE
10 – BENEFIT PLANS




The
Corporation maintains a 401(k) plan covering substantially all employees who
have attained the age of 21 and have completed thirty days of service with the
Corporation.  This is a salary deferral plan, which calls for matching
contributions by the Corporation based on a percentage (50%) of each
participant’s voluntary contribution (limited to a maximum of six percent (6%)
of a covered employee’s annual compensation).  In addition to the
Corporation’s required matching contribution, a contribution to the plan may be
made at the discretion of the Board of Directors.  The Corporation’s
matching and discretionary contributions were $87,000, $85,000 and $89,000 for
the years ended December 31, 2009, 2008 and 2007, respectively.


The
Corporation has agreements with three former executives to provide post
retirement benefits including split dollar life insurance arrangements and
deferred compensation.  The Corporation’s future obligations under the
agreements have been provided for through the single purchase of split dollar
life insurance policies on the executives.  The Corporation has a
liability recorded for the present value of the future benefits of approximately
$605,000 and $571,000 at December 31, 2009 and 2008,
respectively.  The Corporation recognized expense in connection with
these benefits of $34,000, $33,000 and ($47,000) for the years ended December
31, 2009, 2008 and 2007, respectively.


The
Corporation has deferred director fee arrangements with certain of its directors
and executive officers.  The amounts deferred under the arrangements
are invested in the Corporation’s common stock and are maintained in a rabbi
trust.  The Corporation has 22,702 and 22,126 shares in the plan with
a related obligation of $494,000 and $542,000 established within stockholders’
equity as of December 31, 2009 and 2008, respectively.


NOTE
11 - COMMITMENTS, OFF-BALANCE-SHEET RISK AND CONTINGENCIES




Some
financial instruments are used in the normal course of business to meet the
financing needs of customers.  These financial instruments include
commitments to extend credit and standby letters of credit that involve, to
varying degrees, credit and interest-rate risk in excess of the amount reported
in the financial statements.


Exposure
to credit loss, if the other party does not perform, is represented by the
contractual amount for commitments to extend credit and standby letters of
credit.  Each customer’s credit worthiness is evaluated on a
case-by-case basis.  The same credit policies are used for commitments
and conditional obligations as are used for loans.  The amount of
collateral obtained, if deemed necessary, upon extension of credit is based on
management’s credit evaluation.  Collateral varies but may include
accounts receivable, inventory, property, equipment, income-producing commercial
properties, residential real estate and consumer assets.


Commitments
to extend credit are agreements to lend to a customer as long as there is no
violation of any condition established in the commitment.  Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee.  Since many of the commitments are expected
to expire without being used, the total commitments do not necessarily represent
future cash requirements.  Standby letters of credit are conditional
commitments to guarantee a customer’s performance to a third party.


The
following is a summary of commitments to extend credit (in thousands) at
year-end:


2009
            
            
            2008Commitments
      to extend commercial credit
            
            $
            10,841
            
            
            $
            11,172Commitments
      to extend consumer credit
            
            
            11,275
            
            
            
            11,363Standby
      letters of credit
            
            
            273
            
            
            
            150$
            22,389
            
            
            $
            26,128Fixed
      rate
            
            $
            3,876
            
            
            $
            3,486Variable
      rate
            
            
            18,513
            
            
            
            19,199$
            22,389
            
            
            $
            22,685





36




At
year-end 2009, the fixed rate commitments had a range of rates from 4.75% to
25.00%, and a weighted average term to maturity of 36.3 months.  At
year-end 2008, the fixed rate commitments had a range of rates from 3.85% to
25.00%, and a weighted average term to maturity of 17.8 months.


The
Federal Reserve Board requires all depository institutions to maintain required
reserves at specified levels against its transaction accounts, and as of this
year deposits held with the Federal Reserve Bank earn
interest.   At December 31, 2009 and 2008, the Bank was in
compliance with these requirements.


NOTE
12 - REGULATORY MATTERS




The Bank
is subject to regulatory capital requirements administered by federal banking
agencies.  Capital adequacy guidelines and prompt corrective action
regulations involve quantitative measures of assets, liabilities, and certain
off-balance-sheet items calculated under regulatory accounting
practices.  Capital amounts and classifications are also subject to
qualitative judgments by regulators regarding components, risk weightings, and
other factors, and the regulators can lower classifications in certain
cases.  Failure to meet various capital requirements can initiate
regulatory action that could have a direct material effect on the Corporation’s
financial statements.


The
prompt corrective action regulations provide five classifications, including
well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized, although these terms are not
used to represent overall financial condition.  If adequately
capitalized, regulatory approval is required to accept brokered
deposits.  If undercapitalized, capital distributions are limited, as
is asset growth and expansion, and plans for capital restoration are
required.  The minimum requirements are:




Capital
      to risk-weighted assets
            
            
            Tier
      1 capital to averageTotal
            
            
            Tier
      1
            
            
            assetsWell
      capitalized
            
            
            10
            %
            
            
            6
            %
            
            
            5
            %Adequately
      capitalized
            
            
            8
            %
            
            
            4
            %
            
            
            4
            %Undercapitalized
            
            
            6
            %
            
            
            3
            %
            
            
            3
            %




At
year-end 2009, actual capital levels and minimum required levels, (in thousands)
for the Bank were as follows:


Minimum
      Required
            
            
            Minimum
      RequiredFor
      Capital
            
            
            To
      Be WellActual
            
            
            Adequacy
      Purposes
            
            
            CapitalizedAmount
            
            
            Ratio
            
            
            Amount
            
            
            Ratio
            
            
            Amount
            
            
            RatioTotal
      capital (to risk weighted assets)Bank
            
            $
            24,326
            
            
            
            10.3
            %
            
            $
            18,968
            
            
            
            8.0
            %
            
            $
            23,711
            
            
            
            10.0
            %Tier
      1 capital (to risk weighted assets)Bank
            
            $
            21,582
            
            
            
            9.1
            %
            
            $
            9,484
            
            
            
            4.0
            %
            
            $
            14,226
            
            
            
            6.0
            %Tier
      1 capital (to average assets)Bank
            
            $
            21,582
            
            
            
            7.5
            %
            
            $
            11,496
            
            
            
            4.0
            %
            
            $
            14,370
            
            
            
            5.0
            %




At
year-end 2008, actual capital levels and minimum required levels, (in thousands)
for the Bank were as follows:


Minimum
      Required
            
            
            Minimum
      RequiredFor
      Capital
            
            
            To
      Be WellActual
            
            
            Adequacy
      Purposes
            
            
            CapitalizedAmount
            
            
            Ratio
            
            
            Amount
            
            
            Ratio
            
            
            Amount
            
            
            RatioTotal
      capital (to risk weighted assets)Bank
            
            $
            23,650
            
            
            
            11.3
            %
            
            $
            16,817
            
            
            
            8.0
            %
            
            $
            21,021
            
            
            
            10.0
            %Tier
      1 capital (to risk weighted assets)Bank
            
            $
            21,167
            
            
            
            10.1
            %
            
            $
            8,409
            
            
            
            4.0
            %
            
            $
            12,613
            
            
            
            6.0
            %Tier
      1 capital (to average assets)Bank
            
            $
            21,167
            
            
            
            8.1
            %
            
            $
            10,512
            
            
            
            4.0
            %
            
            $
            13,140
            
            
            
            5.0
            %





37




The Bank
was categorized as well capitalized at year-end 2009.  Management
believes that no events have occurred since the last regulatory determination
that would change the capital category.


Dividends
paid by the Bank are the primary source of funds available to the Corporation
for payment of dividends to shareholders and for other working capital
needs.  Ohio law prohibits the Bank, without the prior approval of the
ODFI, from paying dividends in an amount greater than the lesser of its
undivided profits or the total of its net income for that year, combined with
its retained net income from the preceding two years.  The payment of
dividends by any financial institution or its holding company is also affected
by the requirement to maintain adequate capital pursuant to applicable capital
adequacy guidelines and regulations, and a financial institution generally is
prohibited from paying any dividends if, following payment thereof, the
institution would be under-capitalized.  As described above, the Bank
exceeded its minimum capital requirements under applicable guidelines at
year-end.  At December 31, 2009 no dividends from the Bank to the
Corporation could be made without prior approval from the Bank’s
regulator.




NOTE
13 - RELATED PARTY TRANSACTIONS




Certain
directors, executive officers and principal shareholders of the Corporation,
including their immediate families and companies in which they are principal
owners, were loan customers during 2009 and 2008 respectively.  A
summary of activity on these borrower relationships (in thousands) with
aggregate debt greater than $60,000 is as follows:


2009Beginning
      balance
            
            $
            313New
      loans and advances
            
            
            0Change
      in status
            
            
            2,760Payments
            
            
            (11
            )Ending
      balance
            
            $
            3,062




During
2009, one director joined the Corporation.  This individual had
previously obtained loans from the Corporation of $2,760,000.  Deposit
accounts of directors and executive officers of the Corporation totaled
$2,285,000 and $934,000 at December 31, 2009 and 2008
respectively.


NOTE
14 - FAIR VALUES AND MEASUREMENTS OF FINANCIAL INSTRUMENTS




The
following table presents information about the Corporation’s assets and
liabilities measured at fair value on a recurring basis as of December 31, 2009,
and the valuation techniques used by the Corporation to determine those fair
values.


In
general, fair values determined by Level 1 inputs use quoted prices in active
markets for identical assets or liabilities that the Corporation has the ability
to access.


Fair
values determined by Level 2 inputs use other inputs that are observable, either
directly or indirectly.  These Level 2 inputs include quoted prices
for similar assets and liabilities in active markets, and other inputs such as
interest rates and yield curves that are observable at commonly quoted
intervals.


Level 3
inputs are unobservable inputs, including inputs that are available in
situations where there is little, if any, market activity for the related asset
or liability.


In
instances where inputs used to measure fair value fall into different levels in
the above fair value hierarchy, fair value measurements in their entirety are
categorized based on the lowest level input that is significant to the
valuation.  The Corporation’s assessment of the significance of
particular inputs to these fair value measurements requires judgment and
considers factors specific to each asset or liability.





38





Disclosures
concerning assets and liabilities measured at fair value are as
follows:


Assets
and liabilities, (in thousands) measured at fair value on a recurring basis at
December 31, 2009 and 2008.


Quoted
      Prices in Active Markets For Identical Assets (Level 1)
            
            
            Significant
      Observable Inputs Level (2)
            
            
            Significant
      Unobservable Inputs (Level 3)
            
            
            Balance
      at December 31,2009Assets-Securities
      available for sale
            
            $
            18,115
            
            
            $
            18,618
            
            
            $
            —
            
            
            $
            36,733Liabilities
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —2008Assets-Securities
      available for sale
            
            $
            19,024
            
            
            $
            18,597
            
            
            $
            —
            
            
            $
            37,621Liabilities
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —




Obligations
of U.S. Government and federal agencies and securities from government-sponsored
organizations have Level 1 inputs available for valuation.  Securities
characterized as having Level 2 inputs generally consist of obligations of state
and political subdivisions.


The
Corporation also has assets that, under certain conditions, are subject to
measurement at fair value on a non-recurring basis.  At December 31,
2009, such assets consist primarily of impaired loans and other real estate
owned.  The Corporation has estimated the fair values of these assets
using Level 3 inputs, specifically discounted cash flow projections.


Impaired
loans are loans for which, based on current information and events, it is
probable that the creditor will be unable to collect all amounts due according
to the contractual terms of the loan agreement.  Impaired loans are
subject to nonrecurring fair value adjustments to reflect (1) partial write
downs that are based on the observable market price or current appraised value
of the collateral, or (2) the full charge-off of the loan carrying
value.  Impaired loans valued using Level 3 inputs totaled $1,728,000
and $2,965,000 at December 31, 2009 and 2008, respectively.  The
Corporation estimates the fair value of the loans based on the present value of
expected future cash flows using management’s best estimate of key
assumptions.  These assumptions include future payment ability, timing
of payment streams, and estimated realizable values of available collateral
(typically based on outside appraisals).


Other
real estate owned ("OREO") acquired through or instead of loan foreclosure is
initially recorded at fair value less costs to sell when acquired, establishing
a new cost basis.  Management considers third party appraisals as well
as independent fair market value assessments from realtors or persons involved
in selling OREO when determining the fair value of particular
properties.  Accordingly, the valuations of OREO and repossessed
assets are subject to significant judgment.  If fair value declines
subsequent to foreclosure, a valuation allowance is recorded through
expense.  Operating costs incurred after acquisition are
expensed.  OREO and other repossessed assets included in other assets
totaled $1,142,000 at December 31, 2009 and $78,000 at December 31,
2008.   Impairments taken on OREO property during 2009 totaled
$140,000.




39




The
estimated year-end fair values of financial instruments (in thousands) were as
follows:




2009
            
            
            2008Carrying
      Amount
            
            
            Estimated
      Fair Value
            
            
            Carrying
      Amount
            
            
            Estimated
      Fair ValueFinancial
      assetsCash
      and cash equivalents
            
            $
            12,246
            
            
            $
            12,246
            
            
            $
            8,934
            
            
            $
            8,934Investment
      securities available for sale
            
            
            36,733
            
            
            
            36,733
            
            
            
            37,621
            
            
            
            37,621Loans,
      net of allowance for loan loss
            
            
            225,264
            
            
            
            223,395
            
            
            
            196,167
            
            
            
            191,858Accrued
      interest receivable
            
            
            1,147
            
            
            
            1,147
            
            
            
            1,035
            
            
            
            1,035Financial
      liabilitiesDemand
      and savings deposits
            
            $
            (140,373
            )
            
            $
            (140,373
            )
            
            $
            (104,669
            )
            
            $
            (104,669
            )Time
      deposits
            
            
            (124,336
            )
            
            
            (124,390
            )
            
            
            (126,999
            )
            
            
            (130,025
            )Federal
      funds purchased
            
            
            —
            
            
            
            —
            
            
            
            (5,000
            )
            
            
            (5,142
            )FHLB
      advances
            
            
            (5,000
            )
            
            
            (5,001
            )
            
            
            (337
            )
            
            
            (337
            )




The
following methods and assumptions were used to estimate the fair value of each
class of financial instruments for which it is practicable to estimate the
value:


·
            Cash and cash
      equivalents - The carrying amount is a reasonable estimate of fair
      value.


·
            Investment
      securities available for sale - Fair value is based on quoted
      market prices in active markets for identical assets or similar assets in
      active markets.


·
            Loans
      - Fair value is estimated by discounting the future cash flows using the
      current rate at which similar loans would be made to borrowers with
      similar credit ratings and for the same remaining
      maturities.


·
            Demand and
      savings deposits - Fair value is the amount payable on demand at
      the reporting date.


·
            Time
      deposits - Fair value is estimated using the rates currently
      offered for deposits of similar remaining
      maturities.


·
            Federal funds
      purchased - Given the short-term nature, the carrying amount is a
      reasonable estimate of fair
value.


·
            FHLB
      advances - Fair value is estimated by discounting the future cash
      flows using the current rate at which similar borrowings with similar
      remaining maturities could be
  made.




NOTE
15 – OTHER COMPREHENSIVE INCOME


Other
comprehensive income (loss) components and related taxes (in thousands) were as
follows.




2009
            
            
            2008
            
            
            2007Unrealized
      holding gains and losses on available-for-sale securities
            
            $
            1,404
            
            
            $
            (112
            )
            
            $
            587Less
      reclassification adjustments for gains and losses later recognized in
      income
            
            
            (22
            )
            
            
            —
            
            
            
            —Net
      unrealized gains and losses
            
            
            1,426
            
            
            
            (112
            )
            
            
            587Tax
      effect
            
            
            484
            
            
            
            (38
            )
            
            
            200Other
      comprehensive income (loss)
            
            $
            942
            
            
            $
            (74
            )
            
            $
            387





40




NOTE
16 – EARNINGS PER SHARE




Weighted
average shares used in determining basic and diluted earnings per share are as
follows:


2009
            
            
            2008
            
            
            2007Weighted
      average shares outstanding during the year
            
            
            1,137,214
            
            
            
            1,136,397
            
            
            
            1,140,370Dilutive
      effect of stock options
            
            
            —
            
            
            
            —
            
            
            
            —Weighted
      average shares considering dilutive effect
            
            
            1,137,214
            
            
            
            1,136,397
            
            
            
            1,140,370Anti-dilutive
      stock options not considered in computing diluted earnings per
      share
            
            
            24,702
            
            
            
            6,602
            
            
            
            16,328




NOTE
17 – PARENT CORPORATION STATEMENTS




The
following are condensed financial statements of Commercial Bancshares,
Inc.:




CONDENSED
BALANCE SHEETS


December
31, 2009 and 2008


(Dollars
in thousands)




2009
            
            
            2008ASSETSCash
      on deposit with subsidiary
            
            $
            33
            
            
            $
            48Investment
      in common stock of subsidiaries
            
            
            22,458
            
            
            
            21,098Other
      assets
            
            
            210
            
            
            
            172Total
      assets
            
            $
            22,701
            
            
            $
            21,318LIABILITIES
      AND SHAREHOLDERS’ EQUITYLiabilities
      & shareholders’ equity
            
            $
            22,701
            
            
            $
            21,318




CONDENSED
STATEMENTS OF INCOME


Year
ended December 31, 2009, 2008 and 2007


(Dollars
in thousands)





2009
            
            
            2008
            
            
            2007INCOMEDividends
      from Bank subsidiary
            
            $
            757
            
            
            $
            1,050
            
            
            $
            1,440Other
      income
            
            
            —
            
            
            
            —
            
            
            
            49Total
      income
            
            
            757
            
            
            
            1,050
            
            
            
            1,489EXPENSESProfessional
      fees
            
            
            32
            
            
            
            123
            
            
            
            89Other
            
            
            82
            
            
            
            65
            
            
            
            75Total
      expenses
            
            
            114
            
            
            
            188
            
            
            
            164Tax
      benefit
            
            
            (39
            )
            
            
            (64
            )
            
            
            (48
            )Income
      before equity in undistributed earnings of subsidiaries
            
            
            682
            
            
            
            926
            
            
            
            1,373Equity
      in undistributed earnings of subsidiaries (distribution from subsidiaries
      in excess of net income)
            
            
            419
            
            
            
            375
            
            
            
            (1,672
            )NET
      INCOME (LOSS)
            
            $
            1,101
            
            
            $
            1,301
            
            
            $
            (299
            )




41





CONDENSED
STATEMENTS OF CASH FLOW


Years
ended December 31, 2009, 2008 and 2007


(Dollars
in thousands)





2009
            
            
            2008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
            
            $
            1,101
            
            
            $
            1,301
            
            
            $
            (299
            )Adjustments
      to reconcile net income (loss) to net cash from operating
      activitiesEquity
      in undistributed earnings of subsidiaries
            
            
            (419
            )
            
            
            (375
            )
            
            
            1,672Stock-based
      compensation
            
            
            6
            
            
            
            (1
            )
            
            
            3Other
            
            
            (44
            )
            
            
            (51
            )
            
            
            (97
            )Net
      cash from operating activities
            
            
            644
            
            
            
            874
            
            
            
            1,279CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from sale of BOLI
            
            
            —
            
            
            
            —
            
            
            
            1,454Capital
      infusion from/(to) subsidiary
            
            
            —
            
            
            
            —
            
            
            
            (1,454
            )Net
      cash from investing activities
            
            
            —
            
            
            
            —
            
            
            
            —CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock / options exercised
            
            
            —
            
            
            
            —
            
            
            
            10Treasury
      repurchase of common stock
            
            
            —
            
            
            
            —
            
            
            
            (417
            )Cash
      dividends paid
            
            
            (659
            )
            
            
            (864
            )
            
            
            (865
            )Net
      cash from financing activities
            
            
            (659
            )
            
            
            (864
            )
            
            
            (1,272
            )Net
      change in cash
            
            
            (15
            )
            
            
            10
            
            
            
            7Cash
      at beginning of period
            
            
            48
            
            
            
            38
            
            
            
            31Cash
      at end of period
            
            $
            33
            
            
            $
            48
            
            
            $
            38




NOTE 18 – QUARTERLY INFORMATION
(Unaudited)




The
following quarterly information (in thousands, except per share data) is
provided for the three-month periods ending as follows:





2009
            
            March
      31,
            
            
            June
      30,
            
            
            September
      30,
            
            
            December
      31,Total
      interest income
            
            $
            3,769
            
            
            $
            3,797
            
            
            $
            4,000
            
            
            $
            3,963Total
      interest expense
            
            
            1,425
            
            
            
            1,282
            
            
            
            1,177
            
            
            
            1,083Net
      interest income
            
            $
            2,344
            
            
            $
            2,515
            
            
            $
            2,823
            
            
            $
            2,880Provision
      for loan losses
            
            
            284
            
            
            
            332
            
            
            
            385
            
            
            
            483Net
      income
            
            $
            211
            
            
            $
            129
            
            
            $
            383
            
            
            $
            378Basic
      earnings per common share
            
            
            0.19
            
            
            
            0.11
            
            
            
            0.34
            
            
            
            0.33Diluted
      earnings per common share
            
            
            0.19
            
            
            
            0.11
            
            
            
            0.34
            
            
            
            0.332008
            
            March
      31,
            
            
            June
      30,
            
            
            September
      30,
            
            
            December
      31,Total
      interest income
            
            $
            4,227
            
            
            $
            4,086
            
            
            $
            4,068
            
            
            $
            3,913Total
      interest expense
            
            
            1,848
            
            
            
            1,486
            
            
            
            1,426
            
            
            
            1,517Net
      interest income
            
            $
            2,379
            
            
            $
            2,600
            
            
            $
            2,642
            
            
            $
            2,396Provision
      for loan losses
            
            
            135
            
            
            
            220
            
            
            
            270
            
            
            
            502Net
      income
            
            $
            240
            
            
            $
            379
            
            
            $
            471
            
            
            $
            211Basic
      earnings per common share
            
            
            0.21
            
            
            
            0.33
            
            
            
            0.41
            
            
            
            0.19Diluted
      earnings per common share
            
            
            0.21
            
            
            
            0.33
            
            
            
            0.41
            
            
            
            0.19





42





SHAREHOLDER
INFORMATION




The
common stock of the Corporation trades infrequently in the Over the Counter
Bulletin Board market (OTCBB), under the symbol CMOH.  Current
quotations and historical data and reports are available on-line at
FINANCE.YAHOO.COM by searching for CMOH.OB, with values provided by Commodity
Systems, Inc. (CSI).





2009
            
            Dividends
      Declared
            
            
            Low
      Bid
            
            
            High
      BidThree
      months ended March 31
            
            $
            0.19
            
            
            $
            11.00
            
            
            $
            14.72Three
      months ended June 30
            
            
            0.19
            
            
            
            10.50
            
            
            
            14.20Three
      months ended September 30
            
            
            0.10
            
            
            
            11.40
            
            
            
            13.00Three
      months ended December 31
            
            
            0.10
            
            
            
            9.00
            
            
            
            11.702008
            
            Dividends
      Declared
            
            
            Low
      Bid
            
            
            High
      BidThree
      months ended March 31
            
            $
            0.19
            
            
            $
            22.65
            
            
            $
            26.50Three
      months ended June 30
            
            
            0.19
            
            
            
            21.25
            
            
            
            24.83Three
      months ended September 30
            
            
            0.19
            
            
            
            16.70
            
            
            
            23.78Three
      months ended December 31
            
            
            0.19
            
            
            
            12.30
            
            
            
            17.35




Management
does not have knowledge of the prices paid in all transactions and has not
verified the accuracy of those reported prices.  Because of the lack
of an established market for the Corporation’s stock, these prices may not
reflect the prices at which the stock would trade in an active
market.





The
Corporation has 1,138,497 outstanding shares of common stock held by
approximately 1,609 shareholders as of December 31, 2009.  The
Corporation paid cash dividends March, June, September and December totaling
$0.58 per share in 2009 and $0.76 per share in 2008.





For a
discussion of certain regulatory restrictions limiting the payment of dividends,
please see Note 12 to the audited financial statements provided
herewith.




43




COMMERCIAL
BANCSHARES, INC.




DIRECTORS
EMERITUS





B. E.
Beaston


Edwin G.
Emerson


Hazel
Franks


William
T. Gillen


Frederick
Reid


William
E. Ruse





COMMERCIAL
BANCSHARES, INC.





EXECUTIVE
OFFICERS





Robert E.
Beach, President and Chief Executive Officer


Scott A.
Oboy, Executive Vice President, Chief Financial Officer





COMMERCIAL
SAVINGS BANK OFFICERS





EXECUTIVE
OFFICERS





Robert E.
Beach, President and Chief Executive Officer


Bruce J.
Beck, Senior Vice President, Risk Management and Staff Counsel


Susan E.
Brown, Senior Vice President, Chief Retail Banking Officer


Scott A.
Oboy, Executive Vice President, Chief Financial Officer


Steven M.
Strine, Senior Vice President, Chief Lending Officer





TRANSFER
AGENT, REGISTRAR & DIVIDEND DISBURSING AGENT





Registrar
and Transfer Company


Attn:  Investor
Relations


10
Commerce Drive


Cranford,
NJ 07016


1-800-368-5948


E-Mail:  info@rtco.com


Website:  www.rtco.com




ANNUAL
MEETING





The
annual shareholders’ meeting will be held Thursday, May 13, 2010 at 4:30 p.m. in
the main office of the Commercial Savings Bank, 118 South Sandusky Avenue, Upper
Sandusky, Ohio.




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COMMERCIAL
BANCSHARES, INC.


BOARD OF
DIRECTORS





Michael
      A. Shope – Chairman
            Retired
      CFO, Walbro CorporationNorwalk,
      OhioStanley
      K. Kinnett – Vice Chairman
            President
      and CEO, Dixie-SouthernDuette,
      FloridaRobert
      E. Beach
            President
      and CEO of CommercialBancshares,
      Inc. and the CommercialSavings
      Bank, Upper Sandusky, OhioDaniel
      E. Berg
            Director
      of Operations, Tower AutomotiveLivonia,
      MichiganJ.
      William Bremyer
            Foot
      and Ankle SurgeryMercy
      Health Systems, Tiffin, OhioBlanchard Valley Medical Center,
      Findlay, OhioLynn
      R. Child
            CEO,
      Aardvark, Inc. and Chairman, CentraCommCommunications,
      LLC, Findlay, OhioMark
      Dillon
            President
      and CEO, Fairborn U.S.A., Inc.Upper
      Sandusky, OhioDeborah
      J. Grafmiller
            State
      Certified General AppraiserProfessional
      Appraisal ServiceFindlay,
      OhioKurt
      D. Kimmel
            President/Co-owner,
      Kimmel CleanersUpper
      Sandusky, OhioLee
      M. Sisler
            President,
      Sisler and AssociatesMarion,
      OhioRichard
      Sheaffer
            President,
      R.A. Sheaffer, Inc.Morral,
      Ohio




45