##### Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K

(Mark One)

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

For the Fiscal Year Ended December 31, 2008

OR

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

For the transition period from  to

Commission File Number 0-49639



| |  |                                                        |  | 
| |  | ------------------------------------------------------ |  | 
| |  | DIMECO, INC.                                           |  | 
| |  | (Exact name of Registrant as specified in its Charter) |  | 



| |  |                                                                |  |  |  |                                      |  | 
| |  | -------------------------------------------------------------- |  |  |  | ------------------------------------ |  | 
| |  | Pennsylvania                                                   |  |  |  | 23-2250152                           |  | 
| |  | (State or other Jurisdiction of Incorporation or Organization) |  |  |  | (I.R.S. Employer Identification No.) |  | 
| |  |                                                                |  | 
| |  | 820 Church Street, Honesdale, Pennsylvania                     |  |  |  | 18431                                |  | 
| |  | (Address of Principal Executive Offices)                       |  |  |  | (Zip Code)                           |  | 

Registrants Telephone Number, including area code: (570) 253-1970

Securities Registered Pursuant to Section 12(b) of the Act: None

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



| |  |                              |  |  |  | 
| |  | ---------------------------- |  |  |  | 
| |  | Common Stock, $.50 par value |  | 
| |  | (Title of Class)             |  | 

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     ̈  YES    x  NO

Indicate by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  YES     ̈  NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  x

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



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).     ̈  YES    x  NO

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $60 million as of June 30, 2008 based on the last sale ($46.75 per share) reported
on the OTC Bulletin Board as of that date. Solely for purposes of this calculation, the term affiliate refers to all directors and executive officers of the registrant and all stockholders beneficially owning more than 5% of the
registrants common stock.

As of March 1, 2009, there were issued and outstanding 1,559,028 shares of the registrants common stock.

DOCUMENTS INCORPORATED BY REFERENCE



| | 1. | Portions of the Registrants Annual Report to Stockholders for the fiscal year ended December 31, 2008. (Part II)
| | -- | -----------------------------------------------------------------------------------------------------------------

| | 2. | Portions of the Registrants definitive Proxy Statement for the 2009 Annual Meeting of Shareholders. (Part III)
| | -- | ---------------------------------------------------------------------------------------------------------------







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##### Table of Contents

DIMECO, INC.

ANNUAL REPORT ON FORM 10-K

for the fiscal year ended December 31, 2008

INDEX



|            |  |                                                                                                              |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|PART I     
|            |  |                                                                                                              |  | Page
|            |  |                                                                                                             
|Item 1.     |  | Business                                                                                                     |  | 3   
|Item 1A.    |  | Risk Factors                                                                                                 |  | 24  
|Item 1B.    |  | Unresolved Staff Comments                                                                                    |  | 24  
|Item 2.     |  | Properties                                                                                                   |  | 24  
|Item 3.     |  | Legal Proceedings                                                                                            |  | 24  
|Item 4.     |  | Submission of Matters to a Vote of Security Holders                                                          |  | 24  
|           
|PART II    
|            |  |                                                                                                             
|Item 5.     |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 25  
|Item 6.     |  | Selected Financial Data                                                                                      |  | 25  
|Item 7.     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 25  
|Item 7A.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 25  
|Item 8.     |  | Financial Statements and Supplementary Data                                                                  |  | 26  
|Item 9.     |  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 26  
|Item 9A(T). |  | Controls and Procedures                                                                                      |  | 26  
|Item 9B.    |  | Other Information                                                                                            |  | 26  
|           
|PART III   
|            |  |                                                                                                             
|Item 10.    |  | Directors, Executive Officers and Corporate Governance                                                       |  | 26  
|Item 11.    |  | Executive Compensation                                                                                       |  | 26  
|Item 12.    |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 27  
|Item 13.    |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 27  
|Item 14.    |  | Principal Accounting Fees and Services                                                                       |  | 27  
|           
|PART IV    
|            |  |                                                                                                             
|Item 15.    |  | Exhibits, Financial Statement Schedules                                                                      |  | 28  
|            |  |                                                                                                             
|SIGNATURES  |  |                                                                                                              |  | 29  



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PART I

Forward-Looking Statements

Dimeco, Inc. (the Company or
Registrant) may, from time to time, make written or oral forward-looking statements, including statements contained in the Companys filings with the Securities and Exchange Commission (including this annual report on
Form 10-K and the exhibits thereto), in its reports to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.

These forward-looking statements involve risks and uncertainties, such as statements of the
Companys plans, objectives, expectations, estimates and intentions that are subject to change based on various important factors (some of which are beyond the Companys control). The following factors, among others, could cause the
Companys financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the
local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest
rate, market and monetary fluctuations; the timely development of and acceptance of new products and services of the Company and the perceived overall value of these products and services by users, including the features, pricing and quality
compared to competitors products and services; the willingness of users to substitute competitors products and services for the Companys products and services; the success of the Company in gaining regulatory approval of its
products and services, when required; the impact of changes in financial services laws and regulations (including laws concerning taxes, banking, securities and insurance); technological changes, acquisitions; changes in consumer spending and
saving habits; and the success of the Company at managing these risks.

The Company cautions that this list of important
factors is not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

Item 1. Business

General

The Company, a Pennsylvania corporation, is a bank holding company headquartered in Honesdale, Pennsylvania. At
December 31, 2008, the Company had total consolidated assets, deposits and stockholders equity of approximately $472 million, $382 million and $44 million, respectively. The Companys principal business is to serve as a holding
company for its wholly-owned subsidiary, The Dime Bank (the Bank).

The Bank is a Pennsylvania-chartered
commercial bank, originally organized in 1905. The Bank provides a comprehensive range of lending, depository and financial services to individuals and small to medium-sized businesses. The Banks deposit services range from traditional time,
demand, and savings deposit accounts to sophisticated cash management products, including electronic banking and commercial sweep accounts. The Banks lending services include secured and unsecured commercial, real estate and consumer loans.
The Bank also operates a trust department and an investment department which had $64 million in client assets under management at December 31, 2008. The Bank conducts business from six branch offices, located in Honesdale, Hawley, Damascus,
Greentown and Dingmans Ferry, Pennsylvania, as well as maintaining two off-site ATM machines each located in Honesdale and Hawley, Pennsylvania and an Operations Center in Honesdale, Pennsylvania. The Banks new Lake Region office in Hawley,
Pennsylvania also serves as the office for the Banks trust and investments departments. The Bank maintains a website at www.thedimebank.com. Information on our website should not be treated as part of this Annual Report on Form 10-K.

In 2005, the Bank formed a 100% owned subsidiary, TDB Insurance Services, LLC in order to offer title insurance services
in conjunction with the Banks lending function.



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Competition

The Bank is one of many financial institutions serving its principal market area, which includes Wayne and Pike Counties, Pennsylvania and Sullivan County, New York. Such market areas are approximately 90 miles west
of New York City. Pike County, Pennsylvania is one of the fastest growing counties in Pennsylvania. The competition for deposit products comes primarily from other insured financial institutions such as commercial banks, thrift institutions, credit
unions, and multi-state regional banks in the Companys market area. Based on data compiled by the FDIC as of June 30, 2008 (the latest date for which such information is available), the Bank had the largest share of FDIC-insured deposits
in Wayne County with approximately 24% and the third largest share of FDIC-insured deposits in Pike County with approximately 15%. This data does not reflect deposits held by credit unions with which the Bank also competes. Deposit competition also
includes a number of insurance products sold by local agents and investment products, such as mutual funds and other securities sold by local and regional brokers. Loan competition varies depending upon market conditions and comes from other insured
financial institutions such as commercial banks, thrift institutions, credit unions, multi-state regional banks, and mortgage brokers.

Lending
Activities

General.The principal lending activity of the Bank is the origination of commercial real estate
loans, residential mortgage loans, commercial and industrial loans, installment loans, and, to a lesser extent, construction and development loans, home equity loans, and agricultural loans. Generally, loans are originated in the Companys
primary market area of Pike and Wayne Counties, Pennsylvania and Sullivan County, New York. Substantially all of the Banks borrowers are located in these counties and would be expected to be affected by economic and other conditions in this
area. In addition, at December 31, 2008, the Company had $97 million of loans granted to summer camps and recreational facilities in the northeastern United States. This amount of loans constituted approximately 25% of the loan portfolio. The
Company does not believe that there are any other concentrations of loans or borrowers exceeding 10% of total loans.



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Analysis of Loan Portfolio.Set forth below is selected data relating to the
composition of the Banks loan portfolio by type of loan on the dates indicated. Prior period information has been reclassified to agree with current year presentation.



|                                                                 |  |                 |         |   |       |   |   |      |         |  |       |   |  |      |         |  |       |   |  |   |         |   |       |   |  |   |         |  |       |  
|---------------------------------------------------------------- |  | --------------- | ------- | - | ----- | - | - | ---- | ------- |  | ----- | - |  | ---- | ------- |  | ----- | - |  | - | ------- | - | ----- | - |  | - | ------- |  | ----- | -
|                                                                 |  | At December 31, |        
|                                                                 |  |                 |         |  
|                                                                 |  | 2008            |         |   | 2007  |   |   | 2006 |         |  | 2005  |   |  | 2004 |        
|                                                                 |  |                 |         |   |       |   |   |      |         |  |       |   |  |      |         |  |       |   |  |  
|(Dollars in thousands)                                           |  | $               |         | % |       |   | $ |      | %       |  |       | $ |  | %    |         |  | $     |   |  |   |         | $ |       | % | 
|                                                                 | 
|Loans secured by real estate:                                    |  |                 |         |   |       |   |   |      |         |  |       |   |  |      |         |  |       |   |  |   |         |   |       |   |  |   |         |  |       |  
|Construction and development                                     |  | $               | 13,403  |   | 3.5   | % |   | $    | 8,385   |  | 2.4   | % |  | $    | 3,733   |  | 1.2   | % |  | $ | 3,771   |   | 1.3   | % |  | $ | 662     |  | 0.3   | %
|Mortgage loans secured by farmland                               |  |                 | 1,804   |   | 0.5   | % |   |      | 1,869   |  | 0.5   | % |  |      | 1,775   |  | 0.6   | % |  |   | 1,879   |   | 0.7   | % |  |   | 1,786   |  | 0.7   | %
|Commercial loans secured by non-farm, non-residential properties |  |                 | 217,378 |   | 57.2  | % |   |      | 198,323 |  | 57.5  | % |  |      | 170,910 |  | 56.0  | % |  |   | 157,076 |   | 55.4  | % |  |   | 133,259 |  | 52.7  | %
|Secured by 1-4 family residential properties:                    |  |                 |         |   |       |   |   |      |         |  |       |   |  |      |         |  |       |   |  |   |         |   |       |   |  |   |         |  |       |  
|Home equity lines of credit                                      |  |                 | 6,342   |   | 1.7   | % |   |      | 4,718   |  | 1.4   | % |  |      | 4,218   |  | 1.4   | % |  |   | 2,535   |   | 0.9   | % |  |   | 1,820   |  | 0.7   | %
|Mortgage loans                                                   |  |                 | 75,715  |   | 19.9  | % |   |      | 69,242  |  | 20.1  | % |  |      | 64,188  |  | 21.0  | % |  |   | 54,682  |   | 19.2  | % |  |   | 53,026  |  | 20.9  | %
|Commercial and industrial loans                                  |  |                 | 42,396  |   | 11.1  | % |   |      | 39,337  |  | 11.4  | % |  |      | 38,502  |  | 12.0  | % |  |   | 41,289  |   | 19.2  | % |  |   | 41,795  |  | 20.9  | %
|Installment loans                                                |  |                 | 14,750  |   | 3.9   | % |   |      | 15,656  |  | 4.5   | % |  |      | 16,258  |  | 5.3   | % |  |   | 17,895  |   | 6.3   | % |  |   | 17,517  |  | 6.9   | %
|Other loans:                                                     |  |                 |         |   |       |   |   |      |         |  |       |   |  |      |         |  |       |   |  |   |         |   |       |   |  |   |         |  |       |  
|Agriculture                                                      |  |                 | 694     |   | 0.2   | % |   |      | 879     |  | 0.3   | % |  |      | 1,132   |  | 0.4   | % |  |   | 858     |   | 0.3   | % |  |   | 602     |  | 0.2   | %
|Other                                                            |  |                 | 7,725   |   | 2.0   | % |   |      | 6,349   |  | 1.9   | % |  |      | 4,575   |  | 1.5   | % |  |   | 3,577   |   | 1.3   | % |  |   | 2,674   |  | 1.1   | %
|                                                                 |  |                 |         |   |       |   |   |      |         |  |       |   |  |      |         |  |       |   |  |   |         |   |       |   |  |   |         |  |       |  
|Total loans                                                      |  | $               | 380,207 |   | 100.0 | % |   | $    | 344,758 |  | 100.0 | % |  | $    | 305,291 |  | 100.0 | % |  | $ | 283,562 |   | 100.0 | % |  | $ | 253,141 |  | 100.0 | %
|                                                                 |  |                 |         |   |       |   |   |      |         |  |       |   |  |      |         |  |       |   |  |   |         |   |       |   |  |   |         |  |       |  
|Loans held for sale                                              |  | $               | --      |   |       |   |   | $    | --      |  |       |   |  | $    | --      |  |       |   |  | $ | 211     |   |       |   |  | $ | 112     |  |       |  
|                                                                 |  |                 |         |   |       |   |   |      |         |  |       |   |  |      |         |  |       |   |  |   |         |   |       |   |  |   |         |  |       |  



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Loan Maturities.The following table sets forth the maturities for selected
categories of the Banks loan portfolio at December 31, 2008. The table does not include prepayments or scheduled principal repayments. All loans are shown as maturing based on contractual maturities. Demand loans and loans having no
stated maturity are shown as due within one year.



|                                          |  |                 |        |                            |   |                  |  |       |         |  |   |        
|----------------------------------------- |  | --------------- | ------ | -------------------------- | - | ---------------- |  | ----- | ------- |  | - | -------
|(In thousands)                            |  | DueWithin1 year |        | Due after 1 through5 years |   | Due after 5years |  | Total
|                                          |  |                 |        |                           
|Commercial & agricultural real estate     |  | $               | 23,101 |                            | $ | 7,255            |  | $     | 188,826 |  | $ | 219,182
|Commercial & industrial, and agricultural |  |                 | 17,802 |                            |   | 11,737           |  |       | 13,551  |  |   | 43,090 
|Construction and development              |  |                 | 4,569  |                            |   | 4,365            |  |       | 4,469   |  |   | 13,403 
|                                          |  |                 |        |                            |   |                  |  |       |         |  |   |        
|Total                                     |  | $               | 45,472 |                            | $ | 23,357           |  | $     | 206,846 |  | $ | 275,675
|                                          |  |                 |        |                            |   |                  |  |       |         |  |   |        

The following table sets forth the dollar amount as of December 31, 2008 of
selected categories of the Companys loans due more than one year after December 31, 2008, which are based upon fixed interest rates or floating or adjustable interest rates.



|                                          |  |             |        |                |   |         |  |   |        
|----------------------------------------- |  | ----------- | ------ | -------------- | - | ------- |  | - | -------
|(In thousands)                            |  | Fixed Rates |        | Variable Rates |   | Total  
|                                          |  |             |       
|Commercial & agricultural real estate     |  | $           | 8,248  |                | $ | 187,833 |  | $ | 196,081
|Commercial & industrial, and agricultural |  |             | 12,025 |                |   | 13,263  |  |   | 25,288 
|Construction and development              |  |             | 1,990  |                |   | 6,844   |  |   | 8,834  
|                                          |  |             |        |                |   |         |  |   |        
|Total                                     |  | $           | 22,263 |                | $ | 207,940 |  | $ | 230,203
|                                          |  |             |        |                |   |         |  |   |        

Construction and Development Loans. The Banks construction lending
has primarily involved lending for commercial construction projects and for single-family residences. All loans for the construction of speculative sale homes have a loan value ratio of not more than 80%. For both commercial and single-family
projects loan proceeds are disbursed during the construction phase according to a draw schedule based on the stage of completion. Construction projects are inspected by contracted inspectors or bank personnel. Construction loans are underwritten on
the basis of the estimated value of the property as completed. For commercial projects, the Bank typically also provides the permanent financing after the construction period, as a commercial mortgage.

The Bank also originates loans for the development of raw land. Development loans have a term of up to 3 years. Development loans granted
to developers may have an interest only period during development. Development loans have a loan-to-value ratio not exceeding 75%. The Bank may expand its lending on raw land, as market conditions allow, to qualified borrowers experienced in the
development and sale of raw land.

Loans involving construction and development financing have a higher level of risk than
loans for the purchase of existing homes since collateral values, land values, development costs and construction costs can only be estimated at the time the loan is approved. The Bank has sought to minimize its risk in construction and development
lending by offering such financing primarily to builders and developers to whom the Bank has loaned funds in the past and to persons who have previous experience in such projects. The Bank also limits construction and development lending to its
market area, with which management is familiar.

Commercial Real Estate and Farmland Loans. The commercial real
estate loan portfolio consists of loans secured primarily by childrens recreational summer camps, retail stores, restaurants, resorts, investment real estate, and manufacturing facilities. The Bank also makes loans secured by farmland. Loans
secured by commercial property or farmland may be originated in amounts up to 80% of the lower of the appraised value or purchase price, for a maximum term of 20 years. The Bank has a concentration of commercial real estate loans that are secured by
summer camps and recreational facilities for children in the northeastern United States; these loans are generally adjustable-rate loans, with terms of up to 20 years, with the rate tied to the prime interest rate. At December 31, 2008, $97
million of the loan portfolio consisted of loans to these summer camps and recreational facilities for children. These loans increased over 21% when compared to the year ended December 31, 2007, due to the Bank establishing new camp
relationships, while continuing to serve the needs of existing camp customers.



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Loans secured by commercial properties generally involve a greater degree of risk than
residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on
income-producing properties and the greater difficulty of evaluating and monitoring these types of loans. Any significant adverse change in economic conditions could have an adverse impact on the borrowers ability to repay loans. A large
portion of the Banks commercial real estate loan portfolio consists of loans secured by summer camps and recreational facilities located in the northeastern United States. Such loans are dependent upon seasonal business and factors beyond the
Banks control, such as the general economic condition of the northeastern United States and the impact on discretionary consumer spending. Furthermore, the repayment of loans secured by commercial real estate is typically dependent upon the
successful operation of the related business or commercial project. If the cash flow from the project is reduced, the borrowers ability to repay the loan may be impaired. This cash flow shortage may result in the failure to make loan payments.
In such cases, the Bank may be compelled to modify the terms of the loan. In addition, the nature of these loans makes them generally less predictable and more difficult to evaluate and monitor. As a result, repayment of these loans may be subject
to a greater extent than residential loans to adverse conditions in the real estate market or economy.

Residential Real
Estate Loans.The residential real estate portfolio consists of owner-occupied 1-4 family residential mortgage loans. The Bank generally originates 1-4 family residential mortgage loans in amounts of up to 80% of the appraised value of the
mortgaged property without requiring mortgage insurance. The Bank will originate residential mortgage loans in amounts up to 95% of the appraised value of a mortgaged property, however, mortgage insurance is required for any loan amount in excess of
80% of appraised value. In addition, the Bank participates in special residential loan programs through various state and federal agencies which provide first-time home buyers the ability to finance up to 100% of the property value; these loans are
guaranteed by those various federal and state agencies. The Bank offers residential fixed-rate loans and adjustable-rate loans with a 15 to 30 year amortization period. Interest rates for adjustable-rate loans for residences adjust every 1 to 3
years based upon rates on U.S. Treasury bills and notes. Interest rate adjustments on such loans are generally limited to two percentage points during any adjustment period and six percentage points over the life of the loan. These loans are
originated for retention in the portfolio.

Fixed-rate loans are generally underwritten in accordance with Freddie Mac
guidelines. Currently, loans underwritten in accordance with Freddie Mac guidelines are generally sold in the secondary market. However, the number of saleable loans could vary materially as a result of market conditions. Fixed-rate loans which are
held in portfolio are underwritten in accordance with Freddie Mac credit guidelines but occasionally may not conform in relation to property guidelines. At December 31, 2008, $39 million of the Banks residential real estate loan portfolio
consisted of long-term, fixed-rate first mortgage loans.

Substantially all of the 1-4 family mortgages include due
on sale clauses, which are provisions giving the Bank the right to declare a loan immediately payable if the borrower sells or otherwise transfers an interest in the property to a third party.

Property appraisals on real estate securing one-to-four family residential loans are made by appraisers approved by the Loan Committee.
Appraisals are performed in accordance with applicable regulations and policies. The Bank obtains title insurance policies on most first mortgage real estate loans originated.

Home equity term loans are written for terms of 1 to 15 years with fixed rates of interest. The Bank also offers revolving home equity lines of credit with variable interest rates tied to the New
York prime rate. These lines allow for a 10-year draw period followed by a 10-year repayment period. Both types of home equity loans are typically based upon the lower of 80% of the collateral value or $150,000.

Commercial and Industrial Loans.Commercial and industrial loans consist of equipment, accounts receivable, inventory, lines of
credit, and other business purpose loans. Such loans are generally originated in amounts up to 75% of the appraised value of the business asset and are secured by either the underlying collateral and/or by the personal guarantees of the borrower.
Commercial and industrial loans are generally originated at rates above the prime interest rate and periodically adjust with changes to prime. These loans generally mature in 5 to 10 years.



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Unlike residential mortgage loans, which generally are made on the basis of the
borrowers ability to make repayment from his or her employment and other income and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans typically are made on the basis of the
borrowers ability to make repayment from the cash flow of the borrowers business. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself and
the general economic environment.

Installment Loans.The installment loan portfolio includes various types of
secured and unsecured consumer loans including automobile, education, and recreational vehicle loans. The Bank originates loans directly and indirectly through local automobile and recreational vehicle dealerships. These loans generally have terms
of 1 to 5 years, generally at fixed rates of interest. The interest rates range between 2% for loans that are secured by deposits to 15% for loans that are unsecured, with an average interest rate of approximately 9%. The installment loan portfolio
includes approximately $9 million of new and used automobile and recreational vehicle loans. These loans are originated in amounts up to 90% of the purchase price of the vehicle.

Consumer installment lending may entail greater risk than residential mortgage loans, particularly in the case of consumer loans that are
unsecured or secured by assets, such as automobiles or recreational vehicles, which depreciate rapidly. Repossessed collateral for a defaulted consumer loan may not be sufficient for repayment of the outstanding loan, and the remaining deficiency
may not be collectible. Indirect lending exposes us to additional risk in that we must rely on the dealer to provide accurate information to us and accurate disclosure to the borrowers.

Loans Held For Sale. The Bank holds as available for sale certain residential mortgage loans. These loans conform to Freddie Mac
guidelines and are readily saleable in the secondary market. The Bank services such loans and is generally not liable for these loans, since they are sold on a non-recourse basis. At December 31, 2008, no loans were classified as held for sale.

Loan Solicitation and Processing. The Bank has established various lending limits for its officers and also
maintains a Loan Committee. The Loan Committee is comprised of the President, Senior Lending Officer and other Bank officers. The Loan Committee has the authority to approve all loans up to $500,000. Requests in excess of this limit must be
submitted to the Board of Directors Loan Committee for approval. Additionally, the President and Senior Lending Officer each has the authority to approve secured loans up to $200,000, and unsecured loans up to $100,000. Loan officers generally
have the authority to approve secured loans between $30,000 and $150,000 and unsecured loans between $15,000 and $50,000. Notwithstanding individual lending authority, certain loan policy exceptions must be submitted to the Loan Committee for
approval.

Hazard insurance coverage is required on all properties securing loans made by the Bank. Flood insurance is also
required, when applicable.

Residential and commercial loan applicants are notified of the credit decision by letter. If
the loan is approved, the loan commitment specifies the terms and conditions of the proposed loan including the amount, interest rate, amortization term, a brief description of the required collateral, and the required insurance coverage. The
borrower must provide proof of fire, flood (if applicable) and casualty insurance on the property serving as collateral, and these applicable insurances must be maintained during the full term of the loan.

Loan Commitments.The Bank generally grants commitments to fund fixed-rate and adjustable-rate, single-family mortgage loans for
periods of 60 days at a specified term and interest rate. The total amount of its commitments to extend credit as of December 31, 2008, was $2 million.

Nonperforming Assets

The following table identifies nonperforming loans including nonaccrual loans and
past due loans which were accruing but contractually past due 90 days or more. Renegotiated loans are those which terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deteriorating position of
the borrower and constitute troubled debt restructurings under Financial Accounting Standard (FAS) No. 15. At December 31, 2008, the Bank had $267,000 of impaired loans within the definition of FAS No. 114, as amended by
FAS No. 118.



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|                                                                 |  |                 |       |      |   |       |  |      |       |      |   |       |  |   |       | 
|---------------------------------------------------------------- |  | --------------- | ----- | ---- | - | ----- |  | ---- | ----- | ---- | - | ----- |  | - | ----- | 
|                                                                 |  | At December 31, |      
|                                                                 |  |                 |      
|(In thousands)                                                   |  | 2008            |       | 2007 |   | 2006  |  | 2005 |       | 2004 |  
|                                                                 |  |                 |       |     
|Loans accounted for on a nonaccrual basis:                       |  |                 |       |      |   |       |  |      |       |      |   |       |  |   |       | 
|Real estate-construction loans                                   |  | $               | -     |      | $ | -     |  | $    | -     |      | $ | -     |  | $ | -     | 
|Real estate-mortgage loans                                       |  |                 | 341   |      |   | 443   |  |      | 366   |      |   | 487   |  |   | 189   | 
|Commercial and industrial loans                                  |  |                 | 23    |      |   | 116   |  |      | -     |      |   | -     |  |   | 22    | 
|Installment loans to individuals                                 |  |                 | 25    |      |   | 13    |  |      | 45    |      |   | 39    |  |   | 50    | 
|Other loans                                                      |  |                 | -     |      |   | -     |  |      | 15    |      |   | -     |  |   | -     | 
|                                                                 |  |                 |       |     
|Total                                                            |  | $               | 389   |      | $ | 572   |  | $    | 426   |      | $ | 526   |  | $ | 261   | 
|                                                                 |  |                 |       |     
|                                                                 |  |                 |       |      |  
|Accruing loans which are contractually past due 90 days or more: |  |                 |       |      |   |       |  |      |       |      |   |       |  |   |       | 
|Real estate-construction loans                                   |  | $               | 6     |      | $ | -     |  | $    | -     |      | $ | -     |  | $ | -     | 
|Real estate-mortgage loans                                       |  |                 | 5,823 |      |   | 509   |  |      | 184   |      |   | 209   |  |   | 244   | 
|Commercial and industrial loans                                  |  |                 | 11    |      |   | 50    |  |      | 99    |      |   | 11    |  |   | 10    | 
|Installment loans to individuals                                 |  |                 | 20    |      |   | 1     |  |      | 7     |      |   | 59    |  |   | 39    | 
|Other loans                                                      |  |                 | 4     |      |   | -     |  |      | -     |      |   | -     |  |   | -     | 
|                                                                 |  |                 |       |     
|Total                                                            |  | $               | 5,864 |      | $ | 560   |  | $    | 290   |      | $ | 279   |  | $ | 293   | 
|                                                                 |  |                 |       |     
|                                                                 |  |                 |       |      |  
|Restructured loans                                               |  |                 | 48    |      |   | 83    |  |      | -     |      |   | -     |  |   | 461   | 
|                                                                 |  |                 |       |     
|Total nonperforming loans                                        |  |                 | 6,301 |      |   | 1,215 |  |      | 716   |      |   | 805   |  |   | 1,015 | 
|Other real estate owned                                          |  |                 | 1,955 |      |   | -     |  |      | -     |      |   | -     |  |   | -     | 
|Repossessed assets                                               |  |                 | 164   |      |   | 4     |  |      | 7     |      |   | -     |  |   | -     | 
|                                                                 |  |                 |       |     
|Total nonperforming assets                                       |  | $               | 8,420 |      | $ | 1,219 |  | $    | 723   |      | $ | 805   |  | $ | 1,015 | 
|                                                                 |  |                 |       |     
|                                                                 |  |                 |       |      |  
|Nonperforming loans as a percent of total loans                  |  |                 | 1.66% |      |   | 0.35% |  |      | 0.23% |      |   | 0.28% |  |   | 0.40% | 
|                                                                 |  |                 |       |     
|Nonperforming assets as a percent of total assets                |  |                 | 1.78% |      |   | 0.28% |  |      | 0.18% |      |   | 0.22% |  |   | 0.31% | 
|                                                                 |  |                 |       |     

Interest income of $36,000 would have been recognized on nonaccrual loans during
2008 if they had been performing in accordance with their original terms. We recognized no income on such loans during 2008.

The primary reason for the increase in nonperforming loans during the year ended December 31, 2008 was the delinquency of three commercial real estate loans which accounted for 83.5% of the total loans past due for 90 days or more.
These loans are well secured by real estate, with loan to value ratios below our required standards. Management does not believe that we have any one loan that would require a material charge to the allowance for loan losses. Loans in nonaccrual
status were $389 thousand at December 31, 2008. The majority of these loans were secured by real estate and in the process of collection.

Other Real Estate Owned.Real estate acquired by foreclosure is classified within other assets on the consolidated balance sheet at the lower of the recorded investment in the property or its fair value minus
estimated costs of sale. Prior to foreclosure, the value of the underlying collateral is written down by a charge to the allowance for loan losses, if necessary. Any subsequent write-downs are charged against operating expenses. Operating expenses
of such properties, net of related income and losses on their disposition, are included as other expense. During 2008 we took a deed in lieu of foreclosure on an automobile dealership due to the problems that the United States automobile industry is
experiencing. These problems have directly affected sales of automobiles in our market. Management believes that this asset is properly valued based on a recent real estate appraisal showing that the market value is in excess of book value. We have
no intent to enter into any distressed sales of this facility, which may affect the time we own this non-earning asset.



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Classified Assets.Management, in compliance with regulatory guidelines, has
instituted an internal loan review program, whereby weaker credits are classified as special mention, substandard, doubtful or loss. When a loan is classified as substandard or doubtful, management is required to establish a valuation reserve for
loan losses in an amount that is deemed prudent. When management classifies a loan as a loss asset, a reserve equal to 100% of the loan balance is required to be established or the loan is to be charged-off. The allowance for loan losses is composed
of an allowance for both inherent risk associated with lending activities and particular problem assets.

An asset is
considered substandard if it is inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the Bank will sustain some
loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard, with the added characteristic that the weaknesses present make collection or liquidation in full, highly
questionable and improbable, on the basis of currently existing facts, conditions, and values. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a loss
reserve is not warranted. Assets which do not currently expose the insured institution to a sufficient degree of risk to warrant classification in one of the aforementioned categories but possess credit deficiencies or potential weaknesses are
required to be designated special mention by management.

Managements evaluation of the classification of assets and
the adequacy of the allowance for loan losses is reviewed by the Board on a regular basis and by the regulatory agencies as part of their examination process.

The following table sets forth the Banks classified assets in accordance with its classification system:



|                |  |                 |        |      |   |        |  |      |        |      |   |       |  |   |       | 
|--------------- |  | --------------- | ------ | ---- | - | ------ |  | ---- | ------ | ---- | - | ----- |  | - | ----- | 
|                |  | At December 31, |       
|                |  |                 |       
|(In thousands)  |  | 2008            |        | 2007 |   | 2006   |  | 2005 |        | 2004 |  
|                | 
|                |  |                 |        |      |  
|Special mention |  | $               | 18,281 |      | $ | 11,990 |  | $    | 8,955  |      | $ | 5,685 |  | $ | 1,862 | 
|Substandard     |  |                 | 18,359 |      |   | 7,889  |  |      | 6,964  |      |   | 1,831 |  |   | 4,071 | 
|Doubtful        |  |                 | 2,032  |      |   | 2,561  |  |      | 965    |      |   | 1,049 |  |   | --    | 
|Loss            |  |                 | --     |      |   | --     |  |      | --     |      |   | --    |  |   | --    | 
|                |  |                 |        |      |   |        |  |      |        |      |   |       |  |   |       | 
|Total           |  | $               | 38,672 |      | $ | 22,440 |  | $    | 16,884 |      | $ | 8,565 |  | $ | 5,933 | 
|                |  |                 |        |      |   |        |  |      |        |      |   |       |  |   |       | 

The allowance for loan losses increased slightly from December 31, 2007 to
December 31, 2008 with several factors contributing to the change. The allowance for loan losses in made up of various components including; historical loss ratios for rated loans (loans subject to individual evaluations), historical loss
ratios for homogeneous loans, and external environmental factors such as trends in volume, trends in delinquencies, classified loans and charge-offs, local and national economic factors, changes in management and loan policies, loan concentrations,
etc. Contributing to increases in our allowance for loan losses were increased levels of internally classified loans and external economic factors. During 2008 management took a very conservative approach to evaluating loans subject to individual
reviews in light of current economic conditions within the banking industry. Classified loans in total increased by $16.2 million to a level of $38.7 million while $33.8 million of such loans continued to perform without any delinquencies. While
management has been diligent in its underwriting of loans and generally requires real estate collateral on these risk rated loans, we believe it was appropriate to review these loans on a conservative basis. The increase in the allowance for loan
losses relating to the increase in classified loans amounted to $725,000. External economic factors also contributed to an increase of the allowance for loan losses amounting to $795,000. Offsetting these increasing components were declines relating
to historical losses and impaired loans. The portion of the calculation that deals with historical loss includes analysis of all losses incurred over the past five years, tracking the rating of each in order to determine the percentage of loans in
each loan review rate that have resulted in a loss to the Company, weighting the most recent years heavier than the oldest year in the calculation. During recent years we have seen a significant decline in the historical levels of charge-offs by
loan type both individually rated loans and homogeneous loans, this component of our allowance supported a decline in our allowance for loan losses amounting to approximately $642,000. Another factor supporting a decline in our overall allowance is
that in 2007 we had recorded impaired loans to one borrower of $736,000 for which we had allocated $410,000; during 2008 that loan was charged off. As of December 31, 2008 there were no impaired loans for which a specific reserve was required.

The allowance for loan losses is based on significant estimates and management evaluates the allowance for loan losses
based on an appropriate range as opposed to an absolute amount. Management believes the allowance for loan losses is in an acceptable range at December 31, 2008 and will continue to actively monitor current events and trends in their analysis.



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Potential Problem Loans.As of December 31, 2008, there were no loans other
than those disclosed as non-performing or classified assets, where known information about possible credit problems of borrowers caused management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment
terms.

Allowance for Loan Losses

For a description of the Companys methodology for determining the allowance for loan losses, see Note 1 of the Notes to Consolidated Financial Statements.



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The following table presents a breakdown by loan category of the allowance for loan
losses:



|                                            |  |                 |       |                              |      |   |        |      |                              |  |       |        |  |                              |       |  |        |   |                              |   |       |        |       |                              |  |   |       |  |       |  
|------------------------------------------- |  | --------------- | ----- | ---------------------------- | ---- | - | ------ | ---- | ---------------------------- |  | ----- | ------ |  | ---------------------------- | ----- |  | ------ | - | ---------------------------- | - | ----- | ------ | ----- | ---------------------------- |  | - | ----- |  | ----- | -
|                                            |  | At December 31, |      
|                                            |  |                 |       |                             
|                                            |  | 2008            |       |                              | 2007 |   |        | 2006 |                              |  | 2005  |        |  | 2004                         |      
|                                            |  |                 |       |                              |      |   |        |      |                              |  |       |        |  |                              |       |  |        |   |                              |  
|(Dollars in thousands)                      |  | Amount          |       | Percentof Loansto TotalLoans |      |   | Amount |      | Percentof Loansto TotalLoans |  |       | Amount |  | Percentof Loansto TotalLoans |       |  | Amount |   | Percentof Loansto TotalLoans |   |       | Amount |       | Percentof Loansto TotalLoans | 
|                                            | 
|                                            |  |                 |       |                              |      |   |        |      |                              | 
|Commercial and industrial, and agricultural |  | $               | 1,263 |                              | 13.4 | % |        | $    | 1,916                        |  | 13.5  | %      |  | $                            | 798   |  | 14.5   | % |                              | $ | 604   |        | 16.1  | %                            |  | $ | 586   |  | 17.8  | %
|Construction and Development                |  |                 | --    |                              | 3.5  | % |        |      | --                           |  | 2.4   | %      |  |                              | --    |  | 1.2    | % |                              |   | --    |        | 1.3   | %                            |  |   | --    |  | 0.3   | %
|Mortgage                                    |  |                 | 3.980 |                              | 79.2 | % |        |      | 3,270                        |  | 79.6  | %      |  |                              | 3,433 |  | 79.0   | % |                              |   | 3,079 |        | 76.1  | %                            |  |   | 2,269 |  | 74.8  | %
|Installment                                 |  |                 | 173   |                              | 3.9  | % |        |      | 206                          |  | 4.5   | %      |  |                              | 238   |  | 5.4    | % |                              |   | 290   |        | 6.5   | %                            |  |   | 317   |  | 7.1   | %
|                                            |  |                 |       |                              |      |   |        |      |                              |  |       |        |  |                              |       |  |        |   |                              |   |       |        |       |                              |  |   |       |  |       |  
|Total                                       |  | $               | 5,416 |                              | 100  | % |        | $    | 5,392                        |  | 100.0 | %      |  | $                            | 4,469 |  | 100.0  | % |                              | $ | 3,973 |        | 100.0 | %                            |  | $ | 3,172 |  | 100.0 | %
|                                            |  |                 |       |                              |      |   |        |      |                              |  |       |        |  |                              |       |  |        |   |                              |   |       |        |       |                              |  |   |       |  |       |  



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Investment Activities

The Bank is required by federal banking regulators to maintain an adequate level of liquid assets which may be invested in specified short-term securities and certain other investments. The level
of liquid assets varies depending upon several factors, including: (i) the yields on investment alternatives, (ii) managements judgment as to the attractiveness of the yields then available in relation to other opportunities,
(iii) expectation of future yield levels, and (iv) managements projections as to the short-term demand for funds to be used in loan origination and other activities. Investment securities are classified at the time of purchase, based
upon managements intentions and abilities, as securities held to maturity or securities available for sale. Management has for several years maintained all current investment purchases in the available for sale category in order to have the
ability to liquidate the investment with no accounting ramifications. It is not our intent to sell these securities, we do expect to hold them until maturity, but have classified them as available for sale in order to have the ability to sell them
if the need arises without accounting reclassification. Securities classified as available for sale are adjusted to market value with the offset booked as an adjustment to stockholders equity. Debt securities classified as held to maturity are
those which management purchased with the intent and ability to hold to maturity and are stated at cost and adjusted for amortization of premium and accretion of discount, which are computed using the interest method and recognized as adjustments of
interest income. Equity securities which consist of investments in stock of various financial services companies are classified as available for sale when purchased.

Current regulatory and accounting guidelines regarding investment securities (including mortgage-backed securities) require the Bank to categorize securities as held to maturity, available for
sale or trading. As of December 31, 2008, the Registrant had no securities classified as held to maturity and had securities in the amount of $66 million classified as available for sale with no securities classified as trading. Securities
classified as available for sale are reported for financial reporting purposes at the fair market value with net changes in the market value from period to period included as a separate component of stockholders equity, net of income taxes. At
December 31, 2008, the Registrants securities available for sale had an amortized cost and market value of $66 million each. Changes in market value in the Registrants available for sale portfolio reflect normal market conditions
and vary, either positively or negatively, based primarily on changes in general levels of market interest rates relative to the yields of the portfolio. Changes in the market value of securities available for sale do not affect the Companys
income. In addition, changes in the market value of securities available for sale do not affect the Banks regulatory capital requirements or its loan-to-one borrower limit.

At December 31, 2008, the Companys investment portfolio policy allowed investments in instruments such as: (i) U.S.
Treasury obligations; (ii) U.S. federal agency or federally sponsored agency obligations; (iii) obligations of state and political subdivisions; (iv) mortgage-backed securities; (v) bankers acceptances;
(vi) certificates of deposit; and (vii) investment grade corporate bonds and commercial paper. The Board of Directors may authorize additional investments. The Company does not have any investments in subprime mortgage-backed securities or
collateralized debt obligations.

Management evaluates securities in the investment portfolio for other than temporary
impairment in accordance with SFAS No. 115, Accounting for Certain Investment in Debt and Equity Securities.Securities are periodically reviewed for other-than-temporary impairment based upon a number of factors, including, but not
limited to, the length of time and extent to which the market value has been less than cost, the financial condition of the underlying issuer, the ability of the issuer to meet contractual obligations, the likelihood of the securitys ability
to recover any decline in its market value, and managements intent and ability to hold the security for a period of time sufficient to allow for a recovery in market value. Among the factors that are considered in determining managements
intent and ability is a review of the Companys capital adequacy, interest rate risk position, and liquidity. The assessment of a securitys ability to recover any decline in market value, the ability of the issuer to meet contractual
obligations, and managements intent and ability requires considerable judgment. A decline in value that is considered to be other than temporary is recorded as a loss within noninterest income in the Consolidated Statement of Income.



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##### Table of Contents

Investment Portfolio.The following table sets forth the carrying value of the
investment securities portfolio at the dates indicated.



|                                                |  |                 |        |      |   |        |  |   |        | 
|----------------------------------------------- |  | --------------- | ------ | ---- | - | ------ |  | - | ------ | 
|                                                |  | At December 31, |       
|                                                |  |                 |        |     
|(In thousands)                                  |  | 2008            |        | 2007 |   | 2006   | 
|                                                | 
|                                                |  |                 |       
|Available-for-Sale:                             |  |                 |        |      |   |        |  |   |        | 
|U.S. Government agency securities               |  | $               | 10,552 |      | $ | 8,006  |  | $ | 15,841 | 
|Mortgage-backed securities                      |  |                 | 3,743  |      |   | 4,092  |  |   | 4,505  | 
|Obligations of state and political subdivisions |  |                 | 22,392 |      |   | 13,782 |  |   | 9,026  | 
|Corporate securities                            |  |                 | 8,034  |      |   | 3,651  |  |   | 2,742  | 
|Commercial paper                                |  |                 | 20,463 |      |   | 36,845 |  |   | 34,774 | 
|Equity securities                               |  |                 | 416    |      |   | 363    |  |   | 378    | 
|                                                |  |                 |        |      |   |        |  |   |        | 
|Total                                           |  | $               | 65,600 |      | $ | 66,739 |  | $ | 67,266 | 
|                                                |  |                 |        |      |   |        |  |   |        | 



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Investment Portfolio Maturities.The following table sets forth certain
information regarding the carrying values, weighted average yields and maturities of the Registrants investment and mortgage-backed securities portfolio at December 31, 2008. The following table does not take into consideration the
effects of scheduled repayments of mortgage-backed securities or the effects of possible prepayments. Securities held in the available for sale category are carried at their market value.



|                                                |  |                      |        |                 |                   |   |               |                   |                 |  |                     |               |  |                             |       |  |               |   |                 |   |        |               |      |                 |  |   |             |  |      |   |  |   |        | 
|----------------------------------------------- |  | -------------------- | ------ | --------------- | ----------------- | - | ------------- | ----------------- | --------------- |  | ------------------- | ------------- |  | --------------------------- | ----- |  | ------------- | - | --------------- | - | ------ | ------------- | ---- | --------------- |  | - | ----------- |  | ---- | - |  | - | ------ | 
|                                                |  | At December 31, 2008 |       
|                                                |  |                      |        |                
|                                                |  | One Year or Less     |        |                 | One to Five Years |   |               | Five to Ten Years |                 |  | More Than Ten Years |               |  | Total Investment Securities |      
|                                                |  |                      |        |                
|Dollars in thousands)                           |  | CarryingValue        |        | AverageYield(1) |                   |   | CarryingValue |                   | AverageYield(1) |  |                     | CarryingValue |  | AverageYield(1)             |       |  | CarryingValue |   | AverageYield(1) |   |        | CarryingValue |      | AverageYield(1) |  |   | MarketValue | 
|                                                | 
|                                                |  |                      |        |                 |                   |   |               |                   |                 |  |                    
|Available for Sale:                             |  |                      |        |                 |                   |   |               |                   |                 |  |                     |               |  |                             |       |  |               |   |                 |   |        |               |      |                 |  |   |             |  |      |   |  |   |        | 
|U.S. Government agencies                        |  | $                    | --     |                 | --                | % |               | $                 | 3,050           |  | 4.37                | %             |  | $                           | 4,007 |  | 4,94          | % |                 | $ | 3,495  |               | 5.56 | %               |  | $ | 10,552      |  | 4.98 | % |  | $ | 10,552 | 
|Mortgage-backed securities                      |  |                      | 473    |                 | 5.75              | % |               |                   | 1,294           |  | 4.92                | %             |  |                             | 416   |  | 5.32          | % |                 |   | 1,560  |               | 5.39 | %               |  |   | 3,743       |  | 5.27 | % |  |   | 3,743  | 
|Obligations of state and political subdivisions |  |                      | 907    |                 | 4.06              | % |               |                   | 3,111           |  | 3.95                | %             |  |                             | 2,644 |  | 4.21          | % |                 |   | 15,730 |               | 4.11 | %               |  |   | 22,392      |  | 4.10 | % |  |   | 22,392 | 
|Corporate securities                            |  |                      | 2,430  |                 | 7.83              | % |               |                   | 2,160           |  | 6.25                | %             |  |                             | 839   |  | 8.06          | % |                 |   | 2,605  |               | 4.22 | %               |  |   | 8,034       |  | 6.25 | % |  |   | 8,034  | 
|Commercial paper                                |  |                      | 20,463 |                 | 4.48              | % |               |                   | --              |  | --                  |               |  |                             | --    |  | --            |   |                 |   | --     |               | --   |                 |  |   | 20,463      |  | 4.48 | % |  |   | 20,463 | 
|Equity securities                               |  |                      | --     |                 | --                |   |               |                   | --              |  | --                  |               |  |                             | --    |  | --            |   |                 |   | 416    |               | 3.84 | %               |  |   | 416         |  | 3.84 | % |  |   | 416    | 
|                                                |  |                      |        |                 |                   |   |               |                   |                 |  |                     |               |  |                             |       |  |               |   |                 |   |        |               |      |                 |  |   |             |  |      |   |  |   |        | 
|Total                                           |  | $                    | 24,273 |                 | 4.83              | % |               | $                 | 9,615           |  | 4.74                | %             |  | $                           | 7,906 |  | 5.00          | % |                 | $ | 23,806 |               | 4.41 | %               |  | $ | 65,600      |  | 4.69 | % |  | $ | 65,600 | 
|                                                |  |                      |        |                 |                   |   |               |                   |                 |  |                     |               |  |                             |       |  |               |   |                 |   |        |               |      |                 |  |   |             |  |      |   |  |   |        | 



|(1) | Weighted average yields have been computed on a taxable equivalent basis assuming a federal income tax rate of 34%.
|--- | -------------------------------------------------------------------------------------------------------------------



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Sources of Funds

General.Deposits are the major source of the Banks funds for lending and other investment purposes. Borrowings may be used on a short-term basis to compensate for reductions in the availability of funds
from other sources. They also may be used on a longer-term basis for interest rate risk management and general business purposes. In addition to deposits and borrowings, the Bank derives funds from loan principal repayments, short-term borrowings in
the form of securities sold under agreement to repurchase and proceeds from the sale and maturity of investment securities. Loan payments are a relatively stable source of funds, while deposit inflows are significantly influenced by general interest
rates and money market conditions.

Deposits.The Bank offers a variety of deposit accounts, although a majority of
deposits are in fixed-term, market-rate certificate accounts. Deposit account terms vary, primarily as to the required minimum balance amount, the amount of time that the funds must remain on deposit and the applicable interest rate. In 2004, the
Bank joined the Promontory Interfinancial Network, gaining the ability to offer customers certificates of deposit with FDIC insurance coverage up to $50 million through its Certificate of Deposit Account Registry Service (CDARS). Our
customers funds are reciprocated in the network with funds from other banks, with no bank having total customer deposits at the current maximum FDIC coverage limit of $250,000. The Bank is the only point of contact for the customer.For
this service, CDARS charges a fee of between 2.25 and 30 basis points depending on the size/term of the deposit. Any deposits placed through this network are classified as brokered certificates of deposit. The Bank had $13 million of deposits in the
program at December 31, 2008.

Jumbo Certificates of Deposit.The following table shows the amount (in
thousands) of the Banks certificates of deposit of $100,000 or more by time remaining until maturity as of December 31, 2008:



|                            |  |                        |       
|--------------------------- |  | ---------------------- | ------
|Maturity Period             |  | Certificatesof Deposit
|                            | 
|Within three months         |  | $                      | 26,290
|Four through six months     |  |                        | 20,860
|Seven through twelve months |  |                        | 26,488
|Over twelve months          |  |                        | 17,835
|                            |  |                        |       
|Total                       |  | $                      | 91,473
|                            |  |                        |       

Borrowings. The Bank may obtain advances from the Federal Home Loan Bank
(FHLB) of Pittsburgh to supplement its supply of lendable funds. Advances from the FHLB of Pittsburgh are typically secured by a pledge of the Banks stock in the FHLB of Pittsburgh and a portion of the Banks first mortgage
loans and certain other assets. Each FHLB credit program has its own interest rate, which may be fixed or variable, and range of maturities. The Bank, if the need arises, may also access the Federal Reserve Bank discount window to supplement its
supply of lendable funds and to meet deposit withdrawal requirements. The Bank has offered securities sold with agreements to repurchase to larger commercial customers and had balances of $11 million at December 31, 2008. These arrangements are
not deposits within the definition of the FDIC and therefore do not qualify for FDIC insurance. To collateralize these liabilities, the Bank has pledged securities with amortized cost and market value of $13 million at December 31, 2008.



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The following table sets forth information concerning short-term borrowings, which
consist primarily of securities sold under agreements to repurchase during the periods indicated.



|                                                            |  |                                       |        |   |      |   |        |      |  |   |        |  
|----------------------------------------------------------- |  | ------------------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                            |  | At or For the YearsEnded December 31, |       
|                                                            |  |                                       |        |  
|(Dollars in thousands)                                      |  | 2008                                  |        |   | 2007 |   |        | 2006 | 
|                                                            | 
|Average outstanding                                         |  | $                                     | 15,626 |   |      | $ | 13,537 |      |  | $ | 15,733 |  
|Maximum amount outstanding at any month-end during the year |  |                                       | 19,454 |   |      |   | 19,165 |      |  |   | 21,191 |  
|Weighted average interest rate during the year              |  |                                       | 1.51   | % |      |   | 2.58   | %    |  |   | 2.36   | %
|Total short-term borrowings at year end                     |  | $                                     | 16,671 |   |      | $ | 8,210  |      |  | $ | 12,705 |  
|Weighted average interest rate at year end                  |  |                                       | .83    | % |      |   | 2.22   | %    |  |   | 2.64   | %

Trust and Financial Services Activities

The Bank operates a Trust Department and an Investment Department. These departments provide estate planning, investment management and
financial planning to customers. At December 31, 2008, the Bank had $64 million of assets under management, of which $253 thousand is non-discretionary with no investment authority.

Personnel

As of December 31, 2008, the Registrant had 105 full-time employees
and 26 part-time employees. The employees are not represented by a collective bargaining unit. The Registrant believes its relationship with its employees to be satisfactory.

SUPERVISION AND REGULATION

Set forth below is a brief
description of certain laws which relate to the regulation and supervision of the Company and the Bank. The description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.

Emergency Economic Stabilization Act of 2008

In response to recent unprecedented market turmoil, the Emergency Economic Stabilization Act of 2008 (EESA) was enacted on October 3, 2008. EESA authorizes the Secretary of the Treasury to purchase up to $700 billion in
troubled assets from financial institutions under the Troubled Asset Relief Program or TARP. Troubled assets include residential or commercial mortgages and related instruments originated prior to March 14, 2008 and any other financial
instrument that the Secretary determines, after consultation with the Chairman of the Board of Governors of the Federal Reserve System, the purchase of which is necessary to promote financial stability. If the Secretary exercises his authority under
TARP, EESA directs the Secretary of Treasury to establish a program to guarantee troubled assets originated or issued prior to March 14, 2008. The Secretary is authorized to purchase up to $250 million in troubled assets immediately and up to
$350 million upon certification by the President that such authority is needed. The Secretarys authority will be increased to $700 million if the President submits a written report to Congress detailing the Secretarys plans to use such
authority unless Congress passes a joint resolution disapproving such amount within 15 days after receipt of the report. The Secretarys authority under TARP expires on December 31, 2009 unless the Secretary certifies to Congress that
extension is necessary provided that his authority may not be extended beyond October 3, 2010.



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Institutions selling assets under TARP will be required to issue warrants for common or
preferred stock or senior debt to the Secretary. If the Secretary purchases troubled assets directly from an institution without a bidding process and acquires a meaningful equity or debt position in the institution as a result or acquires more than
$300 million in troubled assets from an institution regardless of method, the institution will be required to meet certain standards for executive compensation and corporate governance, including a prohibition against incentives to take unnecessary
and excessive risks, recovery of bonuses paid to senior executives based on materially inaccurate earnings or other statements and a prohibition against agreements for the payment of golden parachutes. Institutions that sell more than $300 million
in assets under TARP auctions will not be entitled to a tax deduction for compensation in excess of $500,000 paid to its chief executive or chief financial official or any of its other three most highly compensated officers. In addition, any
severance paid to such officers for involuntary termination or termination in connection with a bankruptcy or receivership will be subject to the golden parachute rules under the Internal Revenue Code.

EESA increases the maximum deposit insurance amount up to $250,000 until December 31, 2009 and removes the statutory limits on the
FDICs ability to borrow from the Treasury during this period. The FDIC may not take the temporary increase in deposit insurance coverage into account when setting assessments. EESA allows financial institutions to treat any loss on the
preferred stock of the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation as an ordinary loss for tax purposes.

Pursuant to his authority under EESA, the Secretary of the Treasury has created the TARP Capital Purchase Plan under which the Treasury Department will invest in senior preferred stock of U.S. banks and savings
associations or their holding companies. Qualifying financial institutions may issue senior preferred stock with a value equal to not less than 1% of risk-weighted assets and not more than the lesser of $25 billion or 3% of risk-weighted assets. The
senior preferred stock will pay dividends at the rate of 5% per annum until the fifth anniversary of the investment and thereafter at the rate of 9% per annum. The senior preferred stock may not be redeemed for three years except with the
proceeds from an offering of common stock or preferred stock qualifying as Tier 1 capital in an amount equal to not less than 25% of the amount of the senior preferred. After three years, the senior preferred may be redeemed at any time in whole or
in part by the financial institution. No dividends may be paid on common stock unless dividends have been paid on the senior preferred stock. Until the third anniversary of the issuance of the senior preferred, the consent of the U.S. Treasury will
be required for any increase in the dividends on the common stock or for any stock repurchases unless the senior preferred has been redeemed in its entirety or the Treasury has transferred the senior preferred to third parties. The senior preferred
will not have voting rights other than the right to vote as a class on the issuance of any preferred stock ranking senior, any change in its terms or any merger, exchange or similar transaction that would adversely affect its rights. The senior
preferred will also have the right to elect two directors if dividends have not been paid for six periods. The senior preferred will be freely transferable and participating institutions will be required to file a shelf registration statement
covering the senior preferred. The issuing institution must grant the Treasury piggyback registration rights. Prior to issuance, the financial institution and its senior executive officers must modify or terminate all benefit plans and arrangements
to comply with EESA. Senior executives must also waive any claims against the Department of Treasury.

In connection with
the issuance of the senior preferred, participating publicly traded institutions must issue to the Secretary immediately exercisable 10-year warrants to purchase common stock with an aggregate market price equal to 15% of the amount of senior
preferred. The exercise price of the warrants will equal the market price of the common stock on the date of the investment. The Secretary may only exercise or transfer one-half of the warrants prior to the earlier of December 31, 2009 or the
date the issuing financial institution has received proceeds equal to the senior preferred investment from one or more offerings of common or preferred stock qualifying as Tier 1 capital. The Secretary will not exercise voting rights with respect to
any shares of common stock acquired through exercise of the warrants. The financial institution must file a shelf registration statement covering the warrants and underlying common stock as soon as practicable after issuance and grant piggyback
registration rights. The number of warrants will be reduced by one-half if the financial institution raises capital equal to the amount of the senior preferred through one or more offerings of common stock or preferred stock qualifying as Tier 1
capital. If the financial institution does not have sufficient authorized shares of common stock available to satisfy the warrants or their issuance otherwise requires shareholder approval, the financial institution must call a meeting of
shareholders for that purpose as soon as practicable after the date of investment. The exercise price of the warrants will be reduced by 15% for each six months that lapse before shareholder approval subject to a maximum reduction of 45%.



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Because of its strong capital position, the Company elected not to participate in the TARP Capital Purchase Program.

On February 17, 2009, President Obama signed the American Recovery and Reinvestment Act of 2009 (the Recovery Act) into
law. The Recovery Act was implemented to provide $787 billion in funds to create and preserve jobs, promote economic recovery, spur technological advances in science and health, invest in transportation, environmental protection, and other
infrastructure that will provide long-term economic benefits, and stabilize state and local government budgets. The Recovery Act also contains provisions limiting, but not capping, executive compensation for all current and future TARP recipients
until the institution has repaid the government.

Regulation of the Company

Set forth below is a brief description of certain laws which related to the regulation of the Company and the Bank. The description does not purport to be complete and is qualified in its
entirety by reference to applicable laws and regulations.

General. As a bank holding company under the Bank Holding
Company Act of 1956, as amended, the Company is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve System and by the Pennsylvania Department of Banking. The Company is required to file annually a
report of its operations with the Federal Reserve and the Pennsylvania Department of Banking. This regulation and oversight is generally intended to ensure that the Company limits its activities to those allowed by law and that it operates in a safe
and sound manner without endangering the financial health of the Bank.

Under the Bank Holding Company Act, the Company
must obtain the prior approval of the Federal Reserve before it may acquire control of another bank or bank holding company, merge or consolidate with another bank holding company, acquire all or substantially all of the assets of another bank or
bank holding company, or acquire direct or indirect ownership or control of any voting shares of any bank or bank holding company if, after such acquisition, the Company would directly or indirectly own or control more than 5% of such shares.

Federal statutes impose restrictions on the ability of a bank holding company and its nonbank subsidiaries to obtain
extensions of credit from its subsidiary bank, on the subsidiary banks investments in the stock or securities of the holding company, and on the subsidiary banks taking of the holding companys stock or securities as collateral for
loans to any borrower. A bank holding company and its subsidiaries are also prevented from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property, or furnishing of services by the subsidiary
bank.

A bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks
and may not conduct its operations in an unsafe or unsound manner. In addition, it is the Federal Reserve policy that a bank holding company should stand ready to use available resources to provide adequate capital to its subsidiary banks during
periods of financial stress or adversity and should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks. A bank holding companys failure to meet its obligations to
serve as a source of strength to its subsidiary banks will generally be considered by the Federal Reserve to be an unsafe and unsound banking practice or a violation of the Federal Reserve regulations, or both.

Non-Banking Activities. The business activities of the Company, as a bank holding company, are restricted by the Bank Holding
Company Act. Under the Bank Holding Company Act and the Federal Reserves bank holding company regulations, the Company may only engage in, or acquire or control voting securities or assets of a company engaged in (i) banking or managing
or controlling banks and other subsidiaries authorized under the Bank Holding Company Act; or (ii) any non-banking activity the Federal Reserve has determined to be so closely related to banking or managing or controlling banks to be a proper
incident thereto. These include any incidental activities necessary to carry on those activities, as well as a lengthy list of activities that the Federal Reserve has determined to be so closely related to the business of banking as to be a proper
incident thereto.



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Financial Activities. Provisions of the Gramm-Leach-Bliley Act, which became
effective in March 2001, permit greater affiliation among banks, securities firms, insurance companies, and other companies under a new type of financial services company known as a financial holding company. A financial holding company
essentially is a bank holding company with significantly expanded powers. Financial holding companies are authorized by statute to engage in a number of financial activities previously impermissible for bank holding companies, including:
(i) securities underwriting, dealing and market making; (ii) sponsoring mutual funds and investment companies; (iii) insurance underwriting and agency; and (iv) merchant banking activities. The Gramm-Leach-Bliley Act also permits
the Federal Reserve and the Treasury Department to authorize additional activities for financial holding companies if they are financial in nature or incidental to financial activities. A bank holding company may become a
financial holding company if each of its subsidiary banks is well capitalized, well managed, and has at least a satisfactory CRA rating. A financial holding company must provide notice to the Federal Reserve within 30 days after
commencing activities previously determined by statute or by the Federal Reserve and Department of the Treasury to be permissible. The Company has not submitted notice to the Federal Reserve to become a financial holding company.

Regulatory Capital Requirements. The Federal Reserve has adopted capital adequacy guidelines under which it assesses the adequacy
of capital in examining and supervising a bank holding company and in analyzing applications to it under the Bank Holding Company Act. The Federal Reserves capital adequacy guidelines are similar to those imposed on the Bank by the Federal
Deposit Insurance Corporation (FDIC). See Regulation of the Bank - Regulatory Capital Requirements.

Restrictions on Dividends. The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserves view that a bank holding company should pay cash
dividends only to the extent that the holding companys net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the holding companys capital needs, asset quality
and overall financial condition. The Federal Reserve also indicated that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, under the federal prompt corrective action
regulations, the Federal Reserve may prohibit a bank holding company from paying any dividends if the holding companys bank subsidiary is classified as undercapitalized. The Federal Reserve requires advance notice of any dividend
that exceeds earnings for the period for which the dividend is being paid.

Regulation of the Bank

General. As a Pennsylvania chartered commercial bank with deposits insured by the FDIC which is not a Federal Reserve System
member, the Bank is subject to extensive regulation and examination by the Pennsylvania Department of Banking and by the FDIC, which insures its deposits to the maximum extent permitted by law. The federal and state laws and regulations applicable
to banks regulate, among other things, the scope of their business, their investments, the reserves required to be kept against deposits, the timing of the availability of deposited funds and the nature and amount of and collateral for certain
loans. The laws and regulations governing the Bank generally have been promulgated to protect depositors and not for the purpose of protecting stockholders. This regulatory structure also gives the federal and state banking agencies extensive
discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any
change in such regulation, whether by the Pennsylvania Department of Banking, the FDIC or the United States Congress, could have a material impact on the Bank and its operations.

Federal law provides the federal banking regulators, including the FDIC and the Federal Reserve, with substantial enforcement powers.
This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders, and to initiate injunctive actions against banking organizations and institution-affiliated parties,
as defined. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely
reports filed with regulatory authorities.



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Pennsylvania Banking Law. The Pennsylvania Banking Code contains detailed
provisions governing the organization, location of offices, rights and responsibilities of trustees, officers, and employees, as well as corporate powers, savings and investment operations and other aspects of the Bank and its affairs. The Code
delegates extensive rule-making power and administrative discretion to the Pennsylvania Department of Banking so that the supervision and regulation of state chartered commercial banks may be flexible and readily responsive to changes in economic
conditions and in savings and lending practices.

The Code also provides state-chartered commercial banks with all of the
powers enjoyed by national banks and federal savings associations, subject to regulation by the Pennsylvania Department of Banking. The Federal Deposit Insurance Corporation Act, however, prohibits a state-chartered bank from making new investments,
loans, or becoming involved in activities as principal and equity investments which are not permitted for national banks unless (i) the FDIC determines the activity or investment does not pose a significant risk of loss to the relevant
insurance fund and (ii) the bank meets all applicable capital requirements. Accordingly, the additional operating authority provided to the Bank by the code is significantly restricted by the Federal Deposit Insurance Act.

The Pennsylvania Banking Code states, in part, that dividends may be declared and paid only out of accumulated net earnings and may not
be declared or paid unless surplus (retained earnings) is at least equal to contributed capital. The Bank has not declared or paid any dividends that have caused its retained earnings to be reduced below the amount required. Finally, dividends may
not be declared or paid if the Bank is in default in payment of any assessment due the FDIC.

Federal Deposit
Insurance. The Banks deposits are insured to applicable limits by the Federal Deposit Insurance Corporation. Pursuant to the Emergency Economic Stabilization Act of 2008, the maximum deposit insurance amount has been increased from
$100,000 to $250,000 until December 31, 2009. On October 13, 2008, the FDIC established a Temporary Liquidity Guarantee Program under which the FDIC will fully guarantee all non-interest-bearing transaction accounts until December 31,
2009 (the Transaction Account Guarantee Program) and all senior unsecured debt of insured depository institutions or their qualified holding companies issued between October 14, 2008 and October 31, 2009 that matures prior to
December 31, 2012 (the Debt Guarantee Program). Senior unsecured debt would include federal funds purchased and certificates of deposit standing to the credit of the bank. All eligible institutions participated in the program without
cost for the first 30 days of the program. After November 12, 2008, institutions which did not opt out prior to December 5, 2008 are assessed at the rate of ten basis points for transaction account balances in excess of $250,000 and at a rate
of between 50 and 100 basis points of the amount of debt issued. Participating institutions must pay a surcharge on debt issued after April 1, 2009. The Bank is participating in the Transaction Account Guarantee Program but has opted out of the Debt
Guarantee Program.

Pursuant to the Federal Deposit Insurance Reform Act of 2005 (the Reform Act), the
FDIC is authorized to set the reserve ratio for the Deposit Insurance Fund annually at between 1.15% and 1.5% of estimated insured deposits. If the Deposit Insurance Funds reserves exceed the designated reserve ratio, the FDIC is required to
pay out all or, if the reserve ratio is less than 1.5%, a portion of the excess as a dividend to insured depository institutions based on the percentage of insured deposits held on December 31, 1996, adjusted for subsequently paid premiums.
Insured depository institutions that were in existence on December 31, 1996, and paid assessments prior to that date (or their successors) are entitled to a one-time credit against future assessments based on their past contributions to the
predecessor to the Deposit Insurance Fund.

The FDIC has set the designated reserve ratio at 1.25% of estimated insured
deposits. The FDIC has also adopted a risk-based premium system that provides for quarterly assessments based on an insured institutions ranking in one of four risk categories based on their examination ratings and capital ratios.
Well-capitalized institutions with the CAMELS ratings of 1 or 2 are grouped in Risk Category I and have been assessed for deposit insurance at an annual rate of between five and seven basis points with the assessment rate for an individual
institution determined according to a formula based on a weighted average of the institutions individual CAMELS component ratings plus either five financial ratios or the average ratings of its long-term debt. Institutions in Risk Categories
II, III and IV are currently assessed at annual rates of 10, 28 and 43 basis points, respectively. The Bank used the remaining balance of its special assessment credit to offset a portion of its deposit insurance premium during 2007.



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Due to recent bank failures, the FDIC has determined that the reserve ratio was 1.01% as
of June 30, 2008. In accordance with the Reform Act, the FDIC must establish and implement a plan within 90 days to restore the reserve ratio to 1.15% within five years (subject to extension due to extraordinary circumstances). For the quarter
beginning January 1, 2009, the FDIC has raised the base annual assessment rate for institutions in Risk Category I to between 12 and 14 basis points while the base annual assessment rates for institutions in Risk Categories II, III and IV would
be increased to 17, 35 and 50 basis points, respectively. For the quarter beginning April 1, 2009 the FDIC has set the base annual assessment rate for institutions in Risk Category I to between 12 and 16 basis points and the base annual
assessment rates for institutions in Risk Categories II, III and IV at 22, 32 and 45 basis points, respectively. An institutions assessment rate could be lowered by as much as five basis points based on the ratio of its long-term unsecured
debt to deposits or, for smaller institutions based on the ratio of certain amounts of Tier 1 capital to deposits. The assessment rate would be adjusted for Risk Category I institutions that have a high level of brokered deposits and have
experienced higher levels of asset growth (other than through acquisitions) and could be increased by as much as ten basis points for institutions in Risk Categories II, III and IV whose ratio of brokered deposits to deposits exceeds 10% of assets.
An institutions base assessment rate would also be increased if an institutions ratio of secured liabilities (including FHLB advances and repurchase agreements) to deposits exceeds 25%. The maximum adjustment for secured liabilities for
institutions in Risk Categories I, II, III and IV would be 8, 11, 16 and 22.5 basis points, respectively, provided that the adjustment may not increase the base assessment rate by more than 50%.

On February 27, 2009, the FDIC adopted an interim rule imposing a 20 basis point emergency special assessment on insured
institutions as of June 30, 2009, payable on September 30, 2009. The interim rule also permits the FDIC to impose an additional special assessment after June 30, 2009, of up to 10 basis points, if necessary to maintain public
confidence in federal deposit insurance. The FDIC has indicated that it will reduce the special assessment to 10 basis points if its line of credit from the U.S. Treasury is increased to $100 million.

In addition, all FDIC-insured institutions are required to pay assessments to the FDIC to fund interest payments on bonds issued by the
Financing Corporation (FICO), an agency of the Federal government established to recapitalize the predecessor to the SAIF. The FICO assessment rates, which are determined quarterly, averaged .0112% of insured deposits in fiscal 2008.
These assessments will continue until the FICO bonds mature in 2017.

Regulatory Capital Requirements.The FDIC has
promulgated capital adequacy requirements for state-chartered banks that, like the Bank, are not members of the Federal Reserve System. At December 31, 2008, the Bank exceeded all regulatory capital requirements and was classified as well
capitalized.

The FDICs capital regulations establish a minimum 3% Tier 1 leverage capital requirement
for the most highly rated state-chartered, non-member banks, with an additional cushion of at least 100 to 200 basis points for all other state-chartered, non-member banks, which effectively increases the minimum Tier 1 leverage ratio for such other
banks to 4% to 5% or more. Under the FDICs regulation, the highest-rated banks are those that the FDIC determines are not anticipating or experiencing significant growth and have well diversified risk, including no undue interest rate risk
exposure, excellent asset quality, high liquidity, good earnings and, in general, which are considered a strong banking organization, rated composite 1 under the Uniform Financial Institutions Rating System. Tier 1 or core capital is defined as the
sum of common stockholders equity (including retained earnings), noncumulative perpetual preferred stock and related surplus, and minority interests in consolidated subsidiaries, minus all intangible assets other than certain mortgage and
non-mortgage servicing assets and purchased credit card relationships.

The FDICs regulations also require that
state-chartered, non-member banks meet a risk-based capital standard. The risk-based capital standard requires the maintenance of total capital (which is defined as Tier 1 capital and supplementary (Tier 2) capital) to risk weighted assets of 8%. In
determining the amount of risk-weighted assets, all assets, plus certain off balance sheet assets, are multiplied by a risk-weight of 0% to 100%, based on the risks the FDIC believes are inherent in the type of asset or item. The components of Tier
1 capital for the risk-based standards are the same as those for the leverage capital requirement. The components



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of supplementary (Tier 2) capital include cumulative perpetual preferred stock, mandatory subordinated debt, perpetual subordinated debt, intermediate-term
preferred stock, up to 45% of unrealized gains on equity securities and a banks allowance for loan and lease losses. Allowance for loan and lease losses includable in supplementary capital is limited to a maximum of 1.25% of risk-weighted
assets. Overall, the amount of supplementary capital that may be included in total capital is limited to 100% of Tier 1 capital.

A bank that has less than the minimum leverage capital requirement is subject to various capital plan and activities restriction requirements. The FDICs regulations also provide that any insured depository institution with a ratio of
Tier 1 capital to total assets that is less than 2.0% is deemed to be operating in an unsafe or unsound condition pursuant to Section 8(a) of the Federal Deposit Insurance Act and could be subject to termination of deposit insurance.

The Bank is also subject to minimum capital requirements imposed by the Pennsylvania Department of Banking on
Pennsylvania-chartered depository institutions. Under the Pennsylvania Department of Bankings capital regulations, a Pennsylvania bank or savings bank must maintain a minimum leverage ratio of Tier 1 capital (as defined under the FDICs
capital regulations) to total assets of 4%. In addition, the Pennsylvania Department of Banking has the supervisory discretion to require a higher leverage ratio for any institutions based on the institutions substandard performance in any of
a number of areas. The Bank was in compliance with both the FDIC and the Pennsylvania Department of Banking capital requirements as of December 31, 2008.

Affiliate Transaction Restrictions.Federal laws strictly limit the ability of banks to engage in transactions with their affiliates, including their bank holding companies. Such
transactions between a subsidiary bank and its parent company or the nonbank subsidiaries of the bank holding company are limited to 10% of a bank subsidiarys capital and surplus and, with respect to such parent company and all such nonbank
subsidiaries, to an aggregate of 20% of the bank subsidiarys capital and surplus. Further, loans and extensions of credit generally are required to be secured by eligible collateral in specified amounts. Federal law also requires that all
transactions between a bank and its affiliates be on terms as favorable to the bank as transactions with non-affiliates.

Federal Home Loan Bank System.The Bank is a member of the Federal Home Loan Bank of Pittsburgh, which is one of 12 regional Federal Home Loan Banks. Each Federal Home Loan Bank serves as a reserve or central bank for its members
within its assigned region. It is funded primarily from funds deposited by member institutions and proceeds from the sale of consolidated obligations of the Federal Home Loan Bank system. It makes loans to members (i.e., advances) in
accordance with policies and procedures established by the board of trustees of the Federal Home Loan Bank.

As a member,
it is required to purchase and maintain stock in the Federal Home Loan Bank of Pittsburgh in an amount equal to 0.7% of its aggregate unpaid residential mortgage loans, home purchase contracts or similar obligations at the beginning of each year and
4.7% of its outstanding advances from the Federal Home Loan Bank. At December 31, 2008, the Bank was in compliance with this requirement.

Federal Reserve System.The Federal Reserve requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts (primarily checking and NOW
accounts) and non-personal time deposits. The balances maintained to meet the reserve requirements imposed by the Federal Reserve may be used to satisfy the liquidity requirements that are imposed by the Department. At December 31, 2008, the
Bank met its reserve requirements.

Loans to One Borrower.Under Pennsylvania law, commercial banks have,
subject to certain exemptions, lending limits to one borrower in an amount equal to 15% of the institutions capital accounts. Pursuant to the national bank parity provisions of the Pennsylvania Banking Code, the Bank may also lend up to the
maximum amounts permissible for national banks, which are allowed to make loans to one borrower of up to 25% of capital and surplus in certain circumstances. An institutions capital account includes the aggregate of all capital, surplus,
undivided profits, capital securities and general reserves for loan losses. As of December 31, 2008, the Banks loans to one borrower limitation was $12 million and the Bank was in compliance with such limitation.



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Item 1A. Risk Factors

Not applicable.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

The Company operates from its main office, an operational center, and six branch offices, as described in Item 1. Business. All offices are owned except for two branch offices and the Operations Center.
The leases have initial terms of between 5-20 years, with renewal options for additional years. The following table sets forth certain information regarding our offices:



|                                       |  |            |  |                |  |                                      
|-------------------------------------- |  | ---------- |  | -------------- |  | -------------------------------------
|                                       |  | YearOpened |  | Owned orLeased |  | Book Value at 12/31/08 (in thousands)
|Main Office                            |  |            |  |                |  |                                      
|820 Church Street Honesdale, PA        |  | 1985       |  | Owned          |  | $2,381                               
|                                       |  |            | 
|Branch Offices                         |  |            |  |                |  |                                      
|309 Main Avenue Hawley, PA             |  | 1988       |  | Owned          |  | $849                                 
|                                       |  |            | 
|Route 371 Damascus, PA                 |  | 1995       |  | Leased(1)      |  | $72                                  
|                                       |  |            | 
|Route 507 Greentown, PA                |  | 1997       |  | Leased(2)      |  | $393                                 
|                                       |  |            | 
|Route 739 Dingmans Ferry, PA           |  | 2004       |  | Owned          |  | $1,151                               
|                                       |  |            | 
|33 Welwood Avenue (Route 6) Hawley, PA |  | 2008       |  | Owned          |  | $4,425                               
|                                       |  |            | 
|Operations Center                      |  |            |  |                |  |                                      
|120 Sunrise Avenue Honesdale, PA       |  | 1998       |  | Leased(3)      |  | $465                                 



| | (1) | Lease expires 2015 with 15 year renewal option.
| | --- | -----------------------------------------------

| | (2) | Lease expires 2012 with 10 year renewal option.
| | --- | -----------------------------------------------

| | (3) | Lease expires 2013 with a 5 year renewal option.
| | --- | ------------------------------------------------

Item 3. Legal Proceedings

There are various claims and lawsuits in which Registrant is periodically involved, such as claims to enforce liens, condemnation proceedings on properties in which Registrant holds security interests, claims
involving the making and servicing of real property loans, and other issues incident to Registrants business. In the opinion of management, no material loss is expected from any of the pending claims or lawsuits.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.



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PART II

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market for Common Equity.The Information relating to the market for Registrants common equity and related
stockholder matters appears under Market Prices of Stock/Dividends Paid in the Registrants Annual Report to Shareholders for the fiscal year ended December 31, 2008 (Annual Report) which is filed as Exhibit 13
hereto and is incorporated herein by reference. During the period covered by this report, the Company did not sell any equity securities that were not registered under the Securities Act of 1933.

(b) Use of Proceeds.Not applicable.

(c) Issuer Purchases of Equity Securities.None

Item 6. Selected Financial Data

The information contained in the
table captioned Summary of Selected Financial Data in the Annual Report is incorporated herein by reference.

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation

The information contained in the section captioned Managements Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

The information contained in the section captioned Quantitative and Qualitative Disclosures About Market Risk in the Annual
Report is incorporated herein by reference. The consolidated financial statements and notes thereto presented herein have been prepared in accordance with U.S. generally accepted accounting principles, which generally require the measurement of
financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, nearly all of the Registrants
assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on the Registrants performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or
to the same extent as the prices of goods and services.



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Item 8. Financial Statements and Supplementary Data

The Registrants financial statements listed in Item 15 are incorporated herein by reference from the Annual Report.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures

(a) Disclosure Controls and
Procedures. Dimeco, Inc.s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of
December 31, 2008, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the
Registrants disclosure controls and procedures as of December 31, 2008. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Registrants disclosure controls and procedures were
effective as of that date in ensuring material information required to be disclosed in this Annual Report on 10-K was recorded, processed, summarized, and reported on a timely basis.

(b) Internal Control Over Financial Reporting. Managements Report on Internal Control Over Financial Reporting is furnished
herein by reference from the Annual Report. Such report is not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This annual report does not include an
attestation report of the Companys registered pubic accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Annual Report. There were no changes in the Registrants internal control over financial reporting that
occurred during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting.

Item 9B. Other Information

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Other information required under this item is incorporated herein by reference to the Proxy Statement for the 2009 Annual Meeting of
Shareholders (the Proxy Statement) contained under the sections captioned Section 16(a) Beneficial Ownership Reporting Compliance, Proposal I  Election of Directors, and Corporate Governance.

The Registrant has adopted a Code of Ethics that applies to its principal executive officers, principal financial officer,
principal accounting officer or controller or persons performing similar functions. A copy of the Registrants Code of Ethics will be provided to any person without charge upon written request to Secretary, Dimeco, Inc., PO Box 509, Honesdale,
PA 18431.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to the Proxy Statement contained under the sections captioned
Executive Compensation and Director Compensation.



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##### Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management



| | (a) | Security Ownership of Certain Beneficial Owners
| | --- | -----------------------------------------------

Information required by this item is incorporated herein by reference to the section captioned Principal Holders of Our Common Stock of the Proxy Statement.



| | (b) | Security Ownership of Management
| | --- | --------------------------------

Information required by this item is incorporated herein by reference to the section captioned Proposal I  Election of Directors of the Proxy Statement.



| | (c) | Changes in Control
| | --- | ------------------

Management of the Registrant knows of no arrangements, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the
Registrant.



| | (d) | Securities Authorized for Issuance Under Equity Compensation Plans
| | --- | ------------------------------------------------------------------

Set forth below is information as of December 31, 2008, with respect to compensation plans under which equity securities of the
Registrant are authorized for issuance.



|                                                        |  |                                                                                                  |  |                                                                                  |       |                                                                                                                                                |      
|------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------- | -----
|Equity Compensation Plan Information                   
|                                                        |  |                                                                                                  | 
|                                                        |  | (A)   Number of Securities to be Issued Upon Exercise of Outstanding Options,Warrants and Rights |  | (B)    Weighted-average Exercise Price ofOutstanding Options,Warrants and Rights |       | (C) Number of Securities Remaining Available for Future Issuance Under Equity
Compensation Plans (Excluding SecuritiesReflected in Column (A))
|Equity compensation plans approved by shareholders:     |  |                                                                                                  |  |                                                                                  |       |                                                                                                                                                |      
|2000 Independent Directors Stock Option Plan            |  | 13,212                                                                                           |  | $                                                                                | 22.08 |                                                                                                                                                | 4    
|2000 Stock Incentive Plan                               |  | 55,620                                                                                           |  |                                                                                  | 24.17 |                                                                                                                                                | 2,000
|                                                        |  |                                                                                                  | 
|Equity compensation plans not approved by shareholders: |  | --                                                                                               |  |                                                                                  | --    |                                                                                                                                                | --   
|                                                        |  |                                                                                                  |  |                                                                                  |       |                                                                                                                                                |      
|Total                                                   |  | 68,832                                                                                           |  | $                                                                                | 23.77 |                                                                                                                                                | 2,004
|                                                        |  |                                                                                                  |  |                                                                                  |       |                                                                                                                                                |      

Item 13. Certain Relationships and Related Transactions, and Director
Independence

The information required by this item is incorporated herein by reference to the section captioned
Related Party Transactions and Corporate Governance in the Proxy Statement.

Item 14. Principal
Accounting Fees and Services

The information called for by this item is incorporated herein by reference to the
section entitled Ratification of Appointment of Independent Auditors in the Proxy Statement.



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Part IV

Item 15. Exhibits, Financial Statement Schedules



| | (a) | The following documents are filed as a part of this report:
| | --- | -----------------------------------------------------------

(1) The consolidated balance sheet of Dimeco, Inc. as of December 31, 2008 and 2007 and the related consolidated
statements of income, changes in stockholders equity and cash flows for each of the three years in the period ended December 31, 2008, together with the related notes and the independent auditors report of S.R. Snodgrass, A.C.,
independent certified public accountants for the three years ended December 31, 2008.

(2) Schedules
omitted as they are not applicable.

(3) The following exhibits are included in this Report or incorporated
herein by reference:



|      |  |                                                                                      
|----- |  | -------------------------------------------------------------------------------------
|3(i)  |  | Articles of Incorporation of Dimeco, Inc., as amended *                              
|3(ii) |  | Amended Bylaws of Dimeco, Inc.**                                                     
|10.1 |  | 2000 Independent Directors Stock Option Plan***                                      
|10.2 |  | 2000 Stock Incentive Plan****                                                        
|10.3 |  | Form of Salary Continuation Plan for Executive Officers, as amended and restated*****
|10.4 |  | Change in Control Severance Agreement with Gary C. Beilman******                     
|10.5 |  | Change in Control Severance Agreement with Maureen H. Beilman******                  
|10.6 |  | Change in Control Severance Agreement with Peter Bochnovich******                    
|13    |  | Annual Report to Shareholders for the fiscal year ended December 31, 2008            
|14    |  | Code of Ethics for Principal Executive Officers and Senior Financial Officers *******
|21    |  | Subsidiaries of the Registrant                                                       
|23    |  | Consent of S.R. Snodgrass, A.C.                                                      
|31.1  |  | Rule 13a-14(a)/15d-14(a) Certificate                                                 
|31.2  |  | Rule 13a-14(a)/15d-14(a) Certificate                                                 
|32    |  | Section 1350 Certification                                                           



|        |  |                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  | Management contract or compensatory plan or arrangement.                                                                                                 
|*       |  | Incorporated by reference to the identically numbered exhibit to the Registrants Form 10-K for the fiscal year ended December 31, 2004.                 
|**      |  | Incorporated by reference to the identically numbered exhibits to the Registrants Form 10-KSB for the fiscal year ended December 31, 2001.              
|***     |  | Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (File No. 333-69416) filed with the Commission on September 14,
2002.
|****    |  | Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (File No. 333-69420) filed with the Commission on September 14,
2002.
|*****   |  | Incorporated by reference to identically numbered exhibit to the Registrants Form 8-K filed July 2, 2007.                                               
|******  |  | Incorporated by reference to identically numbered exhibit to the Registrants Form 10-K for the fiscal year ended December 31, 2006.                     
|******* |  | Incorporated by reference to the identically numbered exhibit to the Registrants Form 10-KSB for the fiscal year ended December 31, 2003.               



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |              |  |                                                                                       
|--------------------- |  | ------------ |  | --------------------------------------------------------------------------------------
|                      |  | DIMECO, INC.
|                      |  |             
|Dated: March 23, 2009 |  |              |  | /s/ Gary C. Beilman                                                                   
|                      |  | By:          |  | Gary C. Beilman President and Chief Executive Officer (Duly Authorized Representative)

Pursuant to the requirement of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on March 23, 2009 on behalf of the Registrant and in the capacities indicated.



|                                                                                   |  |                                                                              
|---------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------
|/s/ William E. Schwarz                                                             |  | /s/ Gary C. Beilman                                                          
|William E. Schwarz                                                                 |  | Gary C. Beilman                                                              
|Chairman of the Board and Director                                                 |  | President, Chief Executive Officer and Director (Principal Executive Officer)
|                                                                                   | 
|/s/ Maureen H. Beilman                                                             |  | /s/ Robert E. Genirs                                                         
|Maureen H. Beilman                                                                 |  | Robert E. Genirs                                                             
|Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |  | Director                                                                     
|                                                                                   | 
|/s/ Barbara Jean Genzlinger                                                        |  | /s/ John S. Kiesendahl                                                       
|Barbara Jean Genzlinger                                                            |  | John S. Kiesendahl                                                           
|Director                                                                           |  | Vice Chairman of the Board of Directors                                      
|                                                                                   | 
|/s/ Thomas A. Peifer                                                               |  | /s/ Henry M. Skier                                                           
|Thomas A. Peifer                                                                   |  | Henry M. Skier                                                               
|Director                                                                           |  | Director                                                                     
|                                                                                   | 
|/s/ John F. Spall                                                                  |  |                                                                              
|John F. Spall                                                                      |  |                                                                              
|Director                                                                           |  |                                                                              



29