Exhibit 13.1

SELECTED FINANCIAL INFORMATION AND OTHER DATA



The following summary of selected financial information and other data does not purport to be complete and is qualified in its entirety by
reference to the detailed information and Consolidated Financial Statements and accompanying Notes appearing elsewhere in this Report.

Financial Condition and Other Data



|                                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|---------------------------------------------------------- |  | ---------------------- | --------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                           |  | At December 31,       
|                                                           |  | 2009                   |           | 2008 |   | 2007    |  | 2006 |         | 2005
|                                                           |  | (Dollars in thousands)
|Total amount of:                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|Assets                                                     |  | $                      | 1,029,876 |      | $ | 967,560 |  | $    | 808,352 |      | $ | 770,888 |  | $ | 639,589
|Loans receivable, net                                      |  |                        | 642,355   |      |   | 628,356 |  |      | 576,252 |      |   | 494,968 |  |   | 397,310
|Federal funds sold                                         |  |                        |          |      |   | 16,080  |  |      | 3,755   |      |   | 3,270   |  |   | 2,250  
|Cash and due from banks                                    |  |                        | 37,938    |      |   | 15,268  |  |      | 17,343  |      |   | 14,423  |  |   | 13,487 
|Interest-bearing deposits in Federal Home Loan Bank (FHLB) |  |                        | 3,173     |      |   | 5,727   |  |      | 931     |      |   | 4,190   |  |   | 424    
|Federal Home Loan Bank stock                               |  |                        | 4,281     |      |   | 4,050   |  |      | 3,836   |      |   | 3,639   |  |   | 3,211  
|Securities available for sale                              |  |                        | 289,691   |      |   | 246,952 |  |      | 142,310 |      |   | 183,339 |  |   | 172,890
|Securities held to maturity:                               |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|U.S. Government agency securities                          |  |                        |          |      |   |        |  |      | 13,541  |      |   | 17,318  |  |   | 17,292 
|Mortgage-backed Securities                                 |  |                        |          |      |   | 454     |  |      | 554     |      |   | 700     |  |   | 891    
|Deposits                                                   |  |                        | 794,144   |      |   | 713,005 |  |      | 598,753 |      |   | 569,433 |  |   | 482,728
|FHLB advances                                              |  |                        | 102,465   |      |   | 130,012 |  |      | 101,882 |      |   | 113,621 |  |   | 93,172 
|Subordinated debentures                                    |  |                        | 10,310    |      |   | 10,310  |  |      | 10,310  |      |   | 10,310  |  |   | 10,310 
|Total stockholders equity                                 |  |                        | 79,949    |      |   | 78,284  |  |      | 55,803  |      |   | 52,270  |  |   | 49,842 
|                                                           |  |                        |           |      |  
|Number of active:                                          |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|Real estate loans Outstanding (1)                          |  |                        | 5,886     |      |   | 6,313   |  |      | 6,211   |      |   | 5,316   |  |   | 5,076  
|Deposit accounts (1)                                       |  |                        | 51,141    |      |   | 94,171  |  |      | 76,823  |      |   | 67,252  |  |   | 51,635 
|Offices open                                               |  |                        | 18        |      |   | 18      |  |      | 18      |      |   | 15      |  |   | 9      
|                                                           |  |                        |           |      |  
|Operating Data                                             |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|                                                           | 
|                                                           |  | At December 31,       
|                                                           |  | 2009                   |           | 2008 |   | 2007    |  | 2006 |         | 2005
|                                                           |  | (Dollars in thousands)
|Interest and dividend income                               |  | $                      | 53,141    |      | $ | 49,477  |  | $    | 49,033  |      | $ | 40,668  |  | $ | 29,666 
|Interest expense                                           |  |                        | 26,312    |      |   | 26,420  |  |      | 28,891  |      |   | 23,288  |  |   | 15,474 
|                                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|Net interest income before provision for loan losses       |  |                        | 26,829    |      |   | 23,057  |  |      | 20,142  |      |   | 17,380  |  |   | 14,192 
|Provision for loan losses                                  |  |                        | 4,199     |      |   | 2,417   |  |      | 976     |      |   | 1,023   |  |   | 1,250  
|                                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|Net interest income                                        |  |                        | 22,630    |      |   | 20,640  |  |      | 19,166  |      |   | 16,357  |  |   | 12,942 
|Non-interest income                                        |  |                        | 10,225    |      |   | 8,344   |  |      | 7,231   |      |   | 5,765   |  |   | 4,532  
|Non-interest expense                                       |  |                        | 30,483    |      |   | 22,417  |  |      | 20,553  |      |   | 16,514  |  |   | 11,600 
|                                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|Income before income taxes                                 |  |                        | 2,372     |      |   | 6,567   |  |      | 5,844   |      |   | 5,608   |  |   | 5,874  
|Provision for income taxes                                 |  |                        | 397       |      |   | 1,952   |  |      | 1,728   |      |   | 1,700   |  |   | 1,744  
|                                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|Net income                                                 |  | $                      | 1,975     |      | $ | 4,615   |  | $    | 4,116   |      | $ | 3,908   |  | $ | 4,130  
|                                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|Preferred stock dividend and accretion of stock warrants   |  |                        | 1,031     |      |   | 56      |  |      |        |      |   |        |  |   |       
|                                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        
|Net income available to common shareholders                |  | $                      | 944       |      | $ | 4,559   |  | $    | 4,116   |      | $ | 3,908   |  | $ | 4,130  
|                                                           |  |                        |           |      |   |         |  |      |         |      |   |         |  |   |        



|(1) | In 2009, the Bank purged all closed deposit accounts from its system, significantly reducing the amount of deposit accounts. Prior to 2009, the total amount of deposit
accounts included closed accounts.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Selected Quarterly Information (Unaudited)



|                                                        |  |                         |        |               |   |              |  |   |               |   |  |   |       
|------------------------------------------------------- |  | ----------------------- | ------ | ------------- | - | ------------ |  | - | ------------- | - |  | - | ------
|                                                        |  | FirstQuarter            |        | SecondQuarter |   | ThirdQuarter |  |   | FourthQuarter
|                                                        |  | ( Dollars in thousands)
|Year Ended December 31, 2009:                           |  |                         |        |               |   |              |  |   |               |   |  |   |       
|Interest and dividend income                            |  | $                       | 13,194 |               | $ | 13,307       |  | $ | 13,505        |   |  | $ | 13,135
|Net interest income after provision for losses on loans |  |                         | 5,421  |               |   | 5,600        |  |   | 5,491         |   |  |   | 6,118 
|Non-interest income                                     |  |                         | 2,359  |               |   | 2,741        |  |   | 2,085         |   |  |   | 3,040 
|Non-interest expense                                    |  |                         | 5,962  |               |   | 6,781        |  |   | 11,675        |   |  |   | 6,065 
|Net income (loss) available to common shareholders      |  |                         | 1,012  |               |   | 854          |  |   | (2,875        | ) |  |   | 1,953 
|                                                        |  |                         |        |              
|Year Ended December 31, 2008:                           |  |                         |        |               |   |              |  |   |               |   |  |   |       
|Interest and dividend income                            |  | $                       | 12,579 |               | $ | 12,136       |  | $ | 12,271        |   |  | $ | 12,491
|Net interest income after provision for losses on loans |  |                         | 5,157  |               |   | 5,400        |  |   | 5,137         |   |  |   | 4,946 
|Non-interest income                                     |  |                         | 2,404  |               |   | 2,097        |  |   | 2,050         |   |  |   | 1,793 
|Non-interest expense                                    |  |                         | 5,415  |               |   | 5,666        |  |   | 5,613         |   |  |   | 5,723 
|Net income available to common shareholders             |  |                         | 1,492  |               |   | 1,261        |  |   | 1,149         |   |  |   | 657   



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Key Operating Ratios



|                                                                                                                        |  |                                       |   |  |        |   |  |        |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | - |  | ------ | - |  | ------ | -
|                                                                                                                        |  | At or for the Year Ended December 31, |  
|                                                                                                                        |  | 2009                                  |   |  | 2008   |   |  | 2007   |  
|Performance Ratios                                                                                                      |  |                                       |   |  |        |   |  |        |  
|Return on average assets (net income available to common shareholders divided by average total assets)                  |  | 0.09                                  | % |  | 0.55   | % |  | 0.53   | %
|Return on average equity (net income available to common shareholders divided by average total equity)                  |  | 1.18                                  | % |  | 8.08   | % |  | 7.84   | %
|Interest rate spread (combined weighted average interest rate earned less combined weighted average interest rate
cost) |  | 2.74                                  | % |  | 2.81   | % |  | 2.65   | %
|Ratio of average interest-earning assets to average interest-bearing liabilities                                        |  | 107.86                                | % |  | 107.19 | % |  | 106.14 | %
|Ratio of non-interest expense to average total assets                                                                   |  | 3.03                                  | % |  | 2.67   | % |  | 2.63   | %
|Ratio of net interest income after provision for loan losses to non-interest expense                                    |  | 76.54                                 | % |  | 93.63  | % |  | 95.82  | %
|Efficiency ratio (non-interest expense divided by sum of interest income plus non-interest income)                      |  | 80.73                                 | % |  | 70.41  | % |  | 73.66  | %
|                                                                                                                        |  |                                       |  
|Asset Quality Ratios                                                                                                    |  |                                       |   |  |        |   |  |        |  
|Non-performing assets to total assets at end of period                                                                  |  | 1.28                                  | % |  | 0.84   | % |  | 0.12   | %
|Non-performing loans to total loans at end of period                                                                    |  | 1.72                                  | % |  | 1.16   | % |  | 0.10   | %
|Allowance for loan losses to total loans at end of period                                                               |  | 1.36                                  | % |  | 0.97   | % |  | 0.83   | %
|Allowance for loan losses to non-performing loans at end of period                                                      |  | 78.96                                 | % |  | 83.01  | % |  | 816.53 | %
|Provision for loan losses to total loans receivable, net                                                                |  | 0.64                                  | % |  | 0.39   | % |  | 0.17   | %
|Net charge-offs to average loans outstanding                                                                            |  | 0.23                                  | % |  | 0.20   | % |  | 0.11   | %
|                                                                                                                        |  |                                       |  
|Capital Ratios                                                                                                          |  |                                       |   |  |        |   |  |        |  
|Total equity to total assets at end of period                                                                           |  | 7.76                                  | % |  | 8.10   | % |  | 6.90   | %
|Average total equity to average assets                                                                                  |  | 7.95                                  | % |  | 6.85   | % |  | 6.73   | %

Regulatory Capital



|                                     |  |                        |        |      |   |       
|------------------------------------ |  | ---------------------- | ------ | ---- | - | ------
|                                     |  | December 31, 2009     
|                                     |  | (Dollars in thousands)
|                                     |  | Company                |        | Bank
|Tangible capital                     |  | $                      | 85,943 |      | $ | 82,143
|Less: Tangible capital requirement   |  |                        | 15,383 |      |   | 15,309
|                                     |  |                        |        |      |   |       
|Excess                               |  |                        | 70,560 |      |   | 66,834
|                                     |  |                        |        |      |   |       
|Core capital                         |  | $                      | 85,943 |      | $ | 82,143
|Less: Core capital requirement       |  |                        | 41,022 |      |   | 40,823
|                                     |  |                        |        |      |   |       
|Excess                               |  |                        | 44,921 |      |   | 41,320
|                                     |  |                        |        |      |   |       
|Total risk-based capital             |  | $                      | 93,179 |      | $ | 89,379
|Less: Risk-based capital requirement |  |                        | 54,145 |      |   | 53,825
|                                     |  |                        |        |      |   |       
|Excess                               |  | $                      | 39,034 |      | $ | 35,554
|                                     |  |                        |        |      |   |       



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



General

This discussion relates to the financial condition and results of operations of the Company, which became the holding company for the Bank in
February 1998. The principal business of the Bank consists of accepting deposits from the general public and investing these funds primarily in loans and in investment securities and mortgage-backed securities. The Banks loan portfolio
consists primarily of loans secured by residential real estate located in its market area.

For the year ended
December 31, 2009, the Company recorded net income available for common shareholders of $944,000, a return on average assets of 0.09% and a return on average equity of 1.18%. In 2009, the Companys net income was adversely affected by a
$5.0 million ($3.3 million after tax) goodwill impairment charge. The Companys results of operations for the year ended December 31, 2009 was also negatively affected by the issuance of $18.4 million of preferred stock and the issuance of
common stock warrants to the United States Treasury on December 12, 2008 as part of the Treasury Capital Purchase Program. For the year ended December 31, 2009, the Companys net income available to common shareholders was reduced by
$1,031,000 as a result of its issuance of preferred stock to the United States Treasury.

For the year ended December 31,
2008, the Company recorded net income available for common shareholders of $4.6 million, a return on average assets of 0.55% and a return on average equity of 8.08%. For the year ended December 31, 2008, the Companys total cost related to
the issuance of preferred stock was approximately $56,000. For the year ended December 31, 2007, the Company recorded net income of $4.1 million, a return on average assets of 0.53% and a return on average equity of 7.84%.

The Companys net income is dependent primarily on its net interest income, which is the difference between interest income earned on
its loans, investment securities and mortgage-backed securities portfolios and interest paid on interest-bearing liabilities. Net interest income is determined by (i) the difference between yields earned on interest-earning assets and rates
paid on interest-bearing liabilities (interest rate spread) and (ii) the relative amounts of interest-earning assets and interest-bearing liabilities. The Companys interest rate spread is affected by regulatory, economic and
competitive factors that influence interest rates, loan demand and deposit flows. To a lesser extent, the level of non-interest expenses such as compensation, employee benefits, data processing expenses, local deposit and federal income taxes also
affect the Companys net income.

The operations of the Company and the entire thrift industry are significantly affected
by prevailing economic conditions, competition and the monetary, fiscal and regulatory policies of governmental agencies. Lending activities are influenced by the demand for and supply of housing, competition among lenders, the level of interest
rates and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market rates of interest, primarily on competing investments, account maturities and the levels of personal income and savings in the Companys
market area.

Aggregate Contractual Obligations



|                                 |  |                    |         |                              |         |                              |        |                    |        |       |        
|-------------------------------- |  | ------------------ | ------- | ---------------------------- | ------- | ---------------------------- | ------ | ------------------ | ------ | ----- | -------
|                                 |  | Maturity by Period
|December 31, 2009 (In thousands) |  | Less than1 year    |         | Greaterthan 1 yearto 3 years |         | Greaterthan 3 yearto 5 years |        | Greaterthan5 years |        | Total
|Deposits                         |  | $                  | 550,633 |                              | 177,643 |                              | 65,868 |                    |       |       | 794,144
|FHLB borrowings                  |  |                    | 22,000  |                              | 20,000  |                              | 11,196 |                    | 49,269 |       | 102,465
|Repurchase agreements            |  |                    | 20,060  |                              |        |                              | 10,000 |                    | 6,000  |       | 36,060 
|Subordinated debentures          |  |                    |        |                              |        |                              |       |                    | 10,310 |       | 10,310 
|Lease commitments                |  |                    | 84      |                              | 102     |                              | 8      |                    |       |       | 194    
|Purchase obligations             |  |                    | 864     |                              | 702     |                              | 6      |                    |       |       | 1,572  
|                                 |  |                    |         |                              |         |                              |        |                    |        |       |        
|Total                            |  | $                  | 593,641 |                              | 198,447 |                              | 87,078 |                    | 65,579 |       | 944,745
|                                 |  |                    |         |                              |         |                              |        |                    |        |       |        



4



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Deposits represent non-interest bearing, money market, savings, NOW, certificates of deposit
and all other deposits held by the Company. Amounts that have an indeterminate maturity period are included in the less than one-year category.

FHLB borrowings represent the amounts that are due to FHLB of Cincinnati. All amounts have fixed maturity dates. The Company has three callable FHLB advances, totaling $27 million. Putable advances may be
called quarterly. With a weighted average cost of 4.37%, management does not anticipate that these advances will be called in 2010. The Companys putable advances have a final maturity in 2017.

Subordinated debentures represent the amount borrowed in a private pool trust preferred issuance group on
September 25, 2003. The debentures are priced at the three-month LIBOR plus 3.10%. At December 31, 2009, the three-month Libor rate was 0.25%. The debentures re-price and pay interest quarterly and have a thirty-year final maturity. The
debentures may be called at the issuers discretion on a quarterly basis after five years. The interest rate of the debentures reset on the 8thday of January, April, August and November of each year.

Lease commitments represent the total minimum lease payments under non-cancelable operating leases.

The most significant operating contract is for the Companys data processing services, which re-prices monthly based on the number of
accounts and other operational factors. Estimates have been made to include reasonable growth projections. In December 2008, the Company renewed the operating contract with the current data processing provider for a period not to exceed five years.
The Company anticipates only a minor increase in fixed and variable cost rates with this contract.

Off Balance Sheet Arrangements



|                                 |  |                    |        |                              |        |                               |       |                     |        |       |       
|-------------------------------- |  | ------------------ | ------ | ---------------------------- | ------ | ----------------------------- | ----- | ------------------- | ------ | ----- | ------
|                                 |  | Maturity by Period
|December 31, 2009 (In thousands) |  | Less than1 year    |        | Greaterthan 1 yearto 3
years |        | Greaterthan 3 yearsto 5 years |       | Greater than5 years |        | Total
|Commercial lines of credit       |  | $                  | 3,518  |                              | 7,857  |                               | 432   |                     | 8      |       | 11,815
|Commitments to extend credit     |  |                    | 26,759 |                              | 15,667 |                               | 5,908 |                     | 4,605  |       | 52,939
|Standby letters of credit        |  |                    | 1,651  |                              | 91     |                               | 155   |                     | 8      |       | 1,905 
|Home equity lines of credit      |  |                    | 663    |                              | 1,382  |                               | 357   |                     | 28,756 |       | 31,158
|                                 |  |                    |        |                              |        |                               |       |                     |        |       |       
|Total                            |  | $                  | 32,591 |                              | 24,997 |                               | 6,852 |                     | 33,377 |       | 97,817
|                                 |  |                    |        |                              |        |                               |       |                     |        |       |       

Standby letters of credit represent commitments by the
Company to repay a third party beneficiary when a customer fails to repay a loan or debt instrument. The terms and risk of loss involved in issuing standby letters of credit are similar to those involved in issuing loan commitments and extending
credit. In addition to credit risk, the Company also has liquidity risk associated with stand-by letters of credit because funding for these obligations could be required immediately. Unused lines of credit represent commercial and residential
equity lines of credit with maturities ranging from one to fifteen years.

Accounting for Derivative Instruments and Hedging Activities

In October 2008, Heritage Bank entered into a receive fixed pay variable swap transaction in the amount of $10 million
with Compass Bank of Birmingham in which Heritage Bank will pay Compass a fixed rate of 4.17% quarterly for seven years while Compass will pay Heritage Bank a rate equal to the three month London Interbank Offering Rate (LIBOR), the rate
banks in London charge one another for overnight borrowings. Heritage Bank has signed an inter-company transfer with the Company that allows the Company to convert its variable rate subordinated debenture issuance to a fixed rate. The critical terms
of the interest rate swap match the term of the corresponding variable rate subordinated debt issuance. The Company considers the interest rate swap a cash flow hedge and conducts a quarterly analysis to ensure that the hedge is effective. At
December 31, 2009, the Companys review indicates that the cash flow hedge is effective. At December 31, 2009, the approximate market loss on the cash flow hedge is $643,289.



5



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Quantitative and Qualitative Disclosure about Market Risk

Quantitative Aspects of Market Risk.The principal market risk affecting the Company is risk associated with interest rate volatility
(interest rate risk). The Company maintains a trading account for investment securities that may be used to periodically hedge short-term interest rate risk. The Company did not have any activity in its trading account for the years ended
December 31, 2009, 2008 and 2007. The Company is not subject to foreign currency exchange rate risk or commodity price risk. Substantially all of the Companys interest rate risk is derived from the Banks lending, deposit taking, and
investment activities. This risk could result in reduced net income, loss in fair values of assets and/or increases in fair values of liabilities due to upward changes in interest rates.

Qualitative Aspects of Market Risk.The Companys principal financial objective is to achieve long-term profitability while
reducing its exposure to fluctuating market interest rates. The Company has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the mismatch between assets and liabilities maturities and interest
rates. The principal element in achieving this objective is to increase the interest-rate sensitivity of the Companys interest-earning assets by retaining for its portfolio loans with interest rates subject to periodic adjustment to market
conditions. The Company relies on retail deposits as its primary source of funds. However, management is utilizing brokered deposits, wholesale repurchase agreements and FHLB borrowings as sources of liquidity. As part of its interest rate risk
management strategy, the Bank promotes demand accounts, overnight repurchase agreements and certificates of deposit with primarily terms of up to five years.

Asset / Liability Management

Key components of a successful
asset/liability strategy are the monitoring and managing of interest rate sensitivity of both the interest-earning asset and interest-bearing liability portfolios. The Company has employed various strategies intended to minimize the adverse affect
of interest rate risk on future operations by providing a better match between the interest rate sensitivity between its assets and liabilities. In particular, the Companys strategies are intended to stabilize net interest income for the
long-term by protecting its interest rate spread against increases in interest rates. Such strategies include the origination of adjustable-rate mortgage loans secured by one-to-four family residential real estate, and, to a lesser extent,
multi-family real estate loans and the origination of other loans with interest rates that are more sensitive to adjustment based upon market conditions than long-term, fixed-rate residential mortgage loans.For the year ended
December 31, 2009, approximately $202.5 million of the $240.8 million of one-to-four family residential loans originated by the Company (comprising 86.7% of such loans) had adjustable rates or will mature within one year.

The U.S. government agency securities generally are purchased for a term of fifteen years or less. Securities may or may not have call
options. A security with call options improves the yield on the security but also has little or no positive price convexity. Non-callable securities or securities with one time calls offer a lower yield but more positive price convexity and an
improved predictability of cash flow. Generally, securities with the greater call options (continuous and quarterly) are purchased only during times of extremely low interest rates. The reasons for purchasing these securities generally focus on the
fact that a non callable or one time call is of little value if rates are exceptionally low.

At December 31, 2009, the
Companys agency security portfolio consisted of $30.4 million in unsecured debt issued by Federal National Mortgage Corporation (FNMA), $5.2 million issued by Federal Home Loan Mortgage Corporation (FHLMC), $6.6 million issued by the Federal
Farm Credit Bank (FFCB), $3.1million issued by Farmer Mac (FMAC) and $9.3 million issued by the Federal Home Loan Bank (FHLB). During 2008, both FNMA and FHLMC required substantial government assistance and were taken into conservatorship by
their regulator. All debt securities of both FNMA and FHLMC remain AAA rated and both agencies maintain the implicit backing of the United States of America.



6



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At December 31, 2009, no agency securities were due within five years, approximately
$14.4 million were due in five to ten years and approximately $40.2 million were due after ten years. At December 31, 2009, $38.8 million of these securities had a call provision, which authorizes the issuing agency to prepay the securities at
face value at certain pre-established dates. If, prior to their maturity dates, market interest rates decline below the rates paid on the securities, the issuing agency may elect to exercise its right to prepay the securities. At December 31,
2009, $18.4 million of these securities are callable one time only prior to December 31, 2010, and $9.4 million of these securities may be called one time only prior to December 31, 2012, but not before January 1, 2012. An additional
$11.0 million of these securities may be called prior to December 31, 2010, but provide the issuer with multiple call dates and therefore are not as likely to be called. Given the current economic climate as well as the relatively high coupon
rates accompanying the one time calls owned by the Company, we anticipate that the majority of eligible one time call provisions for 2010 will be exercised. At December 31, 2009, the estimated average life of this portfolio is 4.1 years and its
modified duration is 3.5 years.

In 2008 and 2009, the Company purchased a significant number of agency securities issued by
the Small Business Administration. These securities are classified as either SBAPs or SBICs. The SBAP notes have a twenty year maturity, pay interest monthly and principal semi-annually. The SBIC notes have a ten year final maturity and pay
principal and interest quarterly. Both securities are classified as a zero risk based agency bond, have a history of slow prepayment speeds and provide yields that are considerable higher than fifteen year GNMA mortgage backed securities. At
December 31, 2009, the Companys agency bond portfolio includes approximately $24.2 million in SBAP securities and $37.2 million in SBIC securities as well as $3.0 million in FHLB amortizing notes. At December 31, 2009, the estimated
average life of this portfolio is 5.5 years and its modified duration is 4.5 years.

In 2009, the Companys municipal
portfolio grew significantly. This growth occurred as municipal bond yields increased to levels not seen in the last ten years despite record low Treasury rates. The value of the municipal bond purchases should be enhanced over time as the
Companys earnings increase and with the possibilities of higher income tax rates in the future. The Company anticipates that future issuance of tax exempt securities will be limited as the current trend in the municipal market is towards the
issuance of taxable Build America Bonds, a new program initiated as part of the 2009 Economic Stimulus Plan passed by the United States Congress. The municipal bond portfolio largely consists of local school district bonds with the guarantee of the
State of Kentucky or out of state bonds insured by private companies. At December 31, 2009, the Company has $51.2 million in tax free municipal bonds and $2.8 million in taxable Build America Bonds. The tax free municipal bonds were purchased
to provide long-term income stability and higher tax equivalent yields as compared to other portions of the Companys investment portfolio.

At December 31, 2009, no bonds were due in less than one year, $2.9 million were due within one to five years, $5.3 million were due in five to ten years, $17.4 million were due in ten to fifteen
years and approximately $28.4 million were due after fifteen years. At December 31, 2009, approximately $51.8 million of the Companys municipal bond portfolio is callable with call dates ranging from February 2010 to December 2019. The
call dates are staggered to eliminate the excessive cash flows within any one-year period. At December 31, 2009, approximately $1.4 million of municipal bonds had a call date of less than one year; approximately $5.6 million had a call date
from one to five years and approximately $44.8 million in more than five years but less than ten years. At December 31, 2009, the average life of the municipal bond portfolio is approximately 13.3 years and the modified duration of the
municipal bond portfolio is approximately 9.6 years. The current credit market crisis has affected the municipal market, making it less likely that issuers with securities that are currently callable will exercise the option to do so.

Mortgage-backed securities entitle the Company to receive a pro-rata portion of the cash flow from an identified pool of mortgages. Although
mortgage-backed securities generally offer lesser yields than the loans for which they are exchanged, mortgage-backed securities present lower credit risk by virtue of the guarantees that back them, are more liquid than individual mortgage loans,
and may be used to collateralize borrowings or other obligations of the Company. Further, mortgage-backed securities provide a monthly stream of both interest and principal, thereby providing the Company with a cash flow to reinvest at current
market rates and limit the Companys interest rate risk. At December 31, 2009, the Company held approximately $73.6 million in fixed rate mortgage backed securities and approximately $6.9 million in adjustable rate mortgage backed
securities. The average life of the mortgage backed securities portfolio is approximately 4.6 years and a modified duration of approximately 3.8 years.



7



---

At December 31, 2009, the Company held approximately $18.6 million in Collateral
Mortgage Obligations (CMO) issued by various agencies of the United States government and $16.3 million in Private Label CMOs issued by private companies. A CMO is a mortgage-backed security that has a structured payment stream based on various
factors and does not necessarily remit monthly principal and interest on a pro-rata basis. At December 31, 2009, the Companys CMO portfolio had an average life of approximately 3.3 years and a modified duration of approximately 2.7 years.

The Companys Whole Loan CMO portfolio includes two securities that have been downgraded below investment grade. As a
result of these downgrades, the Company contracted with an independent third party to conduct an impairment analysis of all Private Label securities owned during 2009. This analysis indicated that the following securities were other than temporarily
impaired:



|          |  |                 |  |                      |  |                   |           |                     |   |                       |  |   |        
|--------- |  | --------------- |  | -------------------- |  | ----------------- | --------- | ------------------- | - | --------------------- |  | - | -------
|CUSIP     |  | Description     |  | MoodysCredit Rating |  | OriginalPar Value |           | Par Value12/31/2009 |   | OTTI Charge12/31/2009
|362290AC2 |  | GSR 2007 TR AR1 |  | CCC                  |  | $                 | 2,000,000 |                     | $ | 1,264,199             |  | $ | 180,000
|          |  |                 |  |                      | 
|12638PCQ0 |  | CSMC 200-3 4A15 |  | Caa3                 |  | $                 | 2,000,000 |                     | $ | 1,222,082             |  | $ | 20,000 

As a result of this
analysis, the Company incurred a total impairment charge related to its Private Label CMO portfolio of $200,000 during the fourth quarter of 2009. The Company will continue to monitor the performance of the Private Label CMO portfolio for additional
charges as may be necessary.

Interest Rate Sensitivity Analysis

The Companys profitability is affected by fluctuations in interest rates. A sudden and substantial increase or decrease in interest
rates may adversely impact the Companys earnings to the extent that the interest rates on interest earning assets and interest bearing liabilities do not change at the same speed, to the same extent or on the same basis. As part of its effort
to manage interest rate risk, the Bank monitors its net portfolio value (NPV), a methodology adopted by the OTS to assist the Bank in assessing interest rate risk.

Generally, NPV is the discounted present value of the difference between incoming cash flows on interest-earning assets and other assets and outgoing cash flows on interest-bearing liabilities and other
liabilities. The application of the methodology attempts to quantify interest rate risk as the change in the NPV, which would result from a theoretical 200 basis point (1 basis point equals .01%) change in market rates. Both a 300 basis point
increase in market interest rates and a 100 basis point decrease in market interest rates are considered.

The following table
presents the Banks NPV at December 31, 2009, as calculated by the OTS, based on information provided to the OTS by the Bank.



|                |         |                        |          |  |                          |         |   |  |           |    |  |        |   |  |      |    
|--------------- | ------- | ---------------------- | -------- |  | ------------------------ | ------- | - |  | --------- | -- |  | ------ | - |  | ---- | ---
|Change In Rates |         | Net Portfolio Value    |          |  | NPV as % of PV of Assets |        
|                | $Amount |                        | $ Change |  |                          | %Change |   |  | NPV Ratio |    |  | Change |  
|                |         | (Dollars in thousands) |          |  |                          |         |   |  |          
|+300 bp         |         | $                      | 56,686   |  | $                        | (36,369 | ) |  | (39       | )% |  | 5.75   | % |  | (309 | )bp
|+200 bp         |         |                        | 70,499   |  |                          | (22,557 | ) |  | (24       | )% |  | 6.98   | % |  | (186 | )bp
|+100 bp         |         |                        | 83,044   |  |                          | (10,011 | ) |  | (11       | )% |  | 8.05   | % |  | (79  | )bp
|0 bp            |         |                        | 93,055   |  |                          |        |   |  |          |    |  | 8.84   | % |  |     |    
|-100 bp         |         |                        | 100,861  |  |                          | 7,806   |   |  | 8         | %  |  | 9.42   | % |  | 58   | bp 
|-200 bp         |         |                        | n/a      |  |                          | n/a     |   |  | n/a       |    |  | n/a    |   |  | n/a  |    



8



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Interest Rate Risk Measures: 200 Basis Point (bp) Rate Shock



|                                                         |  |       |   
|-------------------------------------------------------- |  | ----- | --
|Pre-Shock NPV Ratio: NPV as % of Present Value of Assets |  | 8.84% |   
|Exposure Measure: Post-Shock NPV Ratio                   |  | 6.98% |   
|Sensitivity Measure: Change in NPV Ratio                 |  | 186   | bp

The
computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay rates, and should not be relied upon as indicative of
actual results. The computations do not contemplate any actions the Bank could undertake in response to changes in interest rates. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities
are interest rate sensitive and by monitoring an institutions interest rate sensitivity gap. An asset or liability is said to be interest rate sensitive within a specific period if it will mature or re-price within that
period.

Interest Income Analysis

As a part of the Companys asset liability management process, an emphasis is placed on the effect that changes in interest rates have on the net interest income of the Bank and the resulting change
in the net present value of capital. As a part of its analysis, the Company uses third party software and analytical tools derived from the Companys regulatory reporting models to analyze the re-pricing characteristics of both assets and
liabilities and the resulting net present value of the Companys capital given various changes in interest rates. The model also uses mortgage prepayment assumptions obtained from third party vendors to anticipate prepayment speeds on both
loans and investments. The Companys model uses incremental changes in interest rates. For example, a 3.0% change in annual rates includes a 75 basis point change in each of the next four quarters.

For the year ended December 31, 2009, the Companys previous efforts to increase duration had a positive effect on its results of
operations. At December 31, 2009, the extended duration remains in effect. In an effort to prepare for higher interest rates, the Company has begun the process of extending the duration of its long term liabilities. The Company is using both
local and brokered deposits and FHLB advances to accomplish this goal. When attempting to extend duration, both brokered deposits and FHLB advances offer several advantages as compared to locally obtained deposits. Specifically, management has
determined that it is easier to more accurately target specific maturities using FHLB advances and brokered deposits as compared to local deposits. In addition, the Company has approximately $50 million in short term deposit balances that are
currently priced with floors. In most cases, short term federal funds rates can increase 75 basis points without resulting in an increase to the Companys interest expense.

During 2010, it is the intent of management to continue to extend duration of its liabilities. The amount of duration extension achieved by
management will be largely dependent on its ability to obtain additional duration at a reasonable cost. A rapid steepening of the yield curve may limit managements ability to extend the duration of its liabilities. If management is unable to
extend its liabilities, the next option for management would be to gradually reduce those liabilities.



9



---

The Companys analysis at December 31, 2009, indicates that changes in interest
rates are less likely to result in significant changes in the Companys annual net interest income. A summary of the Companys analysis at December 31, 2009 for the twelve month period ending December 31, 2010, is as follows:



|                                   |  |            |        |           |   |          |  |          |        |          |   |        |  |   |       
|---------------------------------- |  | ---------- | ------ | --------- | - | -------- |  | -------- | ------ | -------- | - | ------ |  | - | ------
|                                   |  | Down 1.00% |        | No change |   | Up 1.00% |  | Up 2.00% |        | Up 3.00%
|Net interest income (In thousands) |  | $          | 27,369 |           | $ | 28,667   |  | $        | 29,356 |          | $ | 30,506 |  | $ | 31,678

Gap Analysis

The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or re-pricing within a
specific time period and the amount of interest-bearing liabilities maturing or re-pricing within that time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive
liabilities, and is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.

At December 31, 2009, the Company had a negative one year or less interest rate sensitivity gap of 17.65% of total interest-earning assets. Generally, during a period of rising interest rates, a
negative gap position would be expected to adversely affect net interest income while a positive gap position would be expected to result in an increase in net interest income. Conversely during a period of falling interest rates, a negative gap
would be expected to result in an increase in net interest income and a positive gap would be expected to adversely affect net interest income. This analysis is considered less reliable as compared to the Companys ALM models as changes in
various interest rate spreads are not incorporated in Gap Analysis.

The following table sets forth the amounts of
interest-earning assets and interest-bearing liabilities outstanding at December 31, 2009, which are expected to mature, are likely to be called or re-priced in each of the time periods shown.



10



---

|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|---------------------------------------------------------------- |  | --------------- | ------- | -- | ------------------------- | -- | ------- | ------------------------- |  | -- | ---------------------------- | -- |  | ---------------- | ------ | - | ----- | - | ------ | - |  | - | ------- | -
|                                                                 |  | One Yearor Less |         |    | Over oneThroughFive Years |    |         | Over FiveThroughTen Years |  |    | Over TenThroughFifteen Years |    |  | OverFifteenYears |        |   | Total |  
|Interest-earning assets                                          |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Loans:                                                           |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|1 - 4 family residential                                         |  | $               | 127,800 |    |                           | $  | 86,144  |                           |  | $  | 18,129                       |    |  | $                | 5,526  |   |       | $ | 1,015  |   |  | $ | 238,614 |  
|Multi-family residential                                         |  |                 | 10,427  |    |                           |    | 34,431  |                           |  |    | 123                          |    |  |                  |       |   |       |   |       |   |  |   | 44,981  |  
|Construction                                                     |  |                 | 27,306  |    |                           |    | 3,986   |                           |  |    | 997                          |    |  |                  |       |   |       |   | 413    |   |  |   | 32,702  |  
|Non-residential                                                  |  |                 | 111,952 |    |                           |    | 100,478 |                           |  |    | 23,764                       |    |  |                  | 3,450  |   |       |   | 12,388 |   |  |   | 252,032 |  
|Secured by deposits                                              |  |                 | 2,749   |    |                           |    | 1,234   |                           |  |    | 92                           |    |  |                  |       |   |       |   |       |   |  |   | 4,075   |  
|Other loans                                                      |  |                 | 36,938  |    |                           |    | 28,092  |                           |  |    | 3,691                        |    |  |                  | 191    |   |       |   | 1,039  |   |  |   | 69,951  |  
|Time deposits and interest bearing deposits in FHLB              |  |                 | 3,173   |    |                           |    |        |                           |  |    |                             |    |  |                  |       |   |       |   |       |   |  |   | 3,173   |  
|Securities                                                       |  |                 | 25,286  |    |                           |    | 50,877  |                           |  |    | 29,018                       |    |  |                  | 41,551 |   |       |   | 27,577 |   |  |   | 174,309 |  
|Mortgage-backed securities                                       |  |                 | 24,045  |    |                           |    | 50,872  |                           |  |    | 21,942                       |    |  |                  | 12,080 |   |       |   | 6,443  |   |  |   | 115,382 |  
|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Total                                                            |  |                 | 369,676 |    |                           |    | 356,114 |                           |  |    | 97,756                       |    |  |                  | 62,798 |   |       |   | 48,875 |   |  |   | 935,219 |  
|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Interest bearing liabililties:                                   |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Deposits                                                         |  |                 | 482,413 |    |                           |    | 243,200 |                           |  |    |                             |    |  |                  |       |   |       |   |       |   |  |   | 725,613 |  
|Borrowed funds                                                   |  |                 | 52,370  |    |                           |    | 41,196  |                           |  |    | 55,269                       |    |  |                  |       |   |       |   |       |   |  |   | 148,835 |  
|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Total                                                            |  |                 | 534,783 |    |                           |    | 284,396 |                           |  |    | 55,269                       |    |  |                  |       |   |       |   |       |   |  |   | 874,448 |  
|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Interest sensitivity gap                                         |  | ($              | 165,107 | )  |                           | $  | 71,718  |                           |  | $  | 42,487                       |    |  | $                | 62,798 |   |       | $ | 48,875 |   |  | $ | 60,771  |  
|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Cumulative interest sensitivity gap                              |  | ($              | 165,107 | )  |                           | ($ | 93,389  | )                         |  | ($ | 50,902                       | )  |  | $                | 11,896 |   |       | $ | 60,771 |   |  | $ | 60,771  |  
|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Ratio of interest-earning assets to interest bearing liabilities |  |                 | 69.13   | %  |                           |    | 125.22  | %                         |  |    | 230.08                       | %  |  |                  |       |   |       |   |       |   |  |   | 106.95  | %
|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  
|Ratio of cumulative gap to total interest-earning assets         |  |                 | (17.65  | %) |                           |    | (9.99   | %)                        |  |    | (5.44                        | %) |  |                  | 1.27   | % |       |   | 6.50   | % |  |   | 6.50    | %
|                                                                 |  |                 |         |    |                           |    |         |                           |  |    |                              |    |  |                  |        |   |       |   |        |   |  |   |         |  

The preceding table was prepared based upon the assumption that loans will not be repaid before their
respective contractual maturities, except for adjustable rate loans, which are classified, based upon their next re-pricing date. Further, it is assumed that fixed maturity deposits are not withdrawn prior to maturity and other deposits are
withdrawn or re-priced within one year. Mortgage-backed securities are classified based on their lifetime prepayment speeds. In 2010, the Company is aware that the decision by Freddie Mac and Fannie Mae to redeem all mortgages past due more than 120
days will result in faster prepayment speeds for its mortgage backed security portfolio. However, management does not have enough information specific to its portfolio to model the changes on prepayment speeds that may result. As a result, the
preceding table does not reflect possible changes in cash flows that may result from this change in Fannie Mae and Freddie Mac portfolio servicing practices. The actual interest rate sensitivity of the Companys assets and liabilities could
vary significantly from the information set forth in the table due to market and other factors. The retention of adjustable-rate mortgage loans in the Companys portfolio helps reduce the Companys exposure to changes in interest rates.
However, there are unquantifiable credit risks resulting from potential increased costs to borrowers as a result of re-pricing adjustable-rate mortgage loans. It is possible that during periods of rising interest rates, the risk of default on
adjustable-rate mortgage loans may increase due to the upward adjustment of interest costs to the borrowers.



11



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Average Balance, Interest and Average Yields and Rates

The following table sets forth certain information relating to the Companys average interest-earning assets and
average interest-bearing liabilities and reflects the average yield on assets and average cost of liabilities for the periods and at the date indicated. Such yields and costs are derived by dividing income or expense by the average monthly balance
of assets or liabilities, respectively, for the periods presented. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily balances has caused any material difference in
the information presented.

The table also presents information for the periods and at the date indicated with respect to the
difference between the average yield earned on interest-earning assets and average rate paid on interest-bearing liabilities, or interest rate spread, which savings institutions have traditionally used as an indicator of profitability.
Another indicator of an institutions net interest income is its net yield on interest-earning assets, which is its net interest income divided by the average balance of interest-earning assets. Net interest income is affected by
the interest rate spread and by the relative amounts of interest-earning assets and interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net
interest income.



|                                                                 |  |                        |           |   |                            |       |    
|---------------------------------------------------------------- |  | ---------------------- | --------- | - | -------------------------- | ----- | ---
|                                                                 |  | December 2009 Averages |          
|                                                                 |  | Balance                |           |   | WeightedAverage Yield/Cost |      
|                                                                 |  | (Dollars in thousands) |          
|Interest-earning assets:                                         |  |                        |           |   |                            |       |    
|Loans receivable, net                                            |  | $                      | 644,676   |   |                            | 6.23  | %**
|Non taxable securities available for sale                        |  |                        | 48,307    |   |                            | 6.11  | %* 
|Taxable securities available for sale                            |  |                        | 238,537   |   |                            | 4.95  | %  
|Federal Home Loan Bank stock                                     |  |                        | 4,281     |   |                            | 4.50  | %  
|Securities held to maturity                                      |  |                        |          |   |                            |      |    
|Time deposits and other interest- bearing cash deposits          |  |                        |          |   |                            |      |    
|                                                                 |  |                        |           |   |                            |       |    
|Total interest-earning assets                                    |  |                        | 935,801   |   |                            | 5.89  | %  
|Non-interest-earning assets                                      |  |                        | 93,299    |   |                            |       |    
|                                                                 |  |                        |           |   |                            |       |    
|Total assets                                                     |  | $                      | 1,029,100 |   |                            |       |    
|                                                                 |  |                        |           |   |                            |       |    
|Interest-bearing liabilities:                                    |  |                        |           |   |                            |       |    
|Deposits                                                         |  | $                      | 726,847   |   |                            | 2.62  | %  
|FHLB borrowings                                                  |  |                        | 104,834   |   |                            | 3.57  | %  
|Repurchase agreements                                            |  |                        | 31,340    |   |                            | 2.54  | %  
|Subordinated debentures                                          |  |                        | 10,310    |   |                            | 5.65  | %  
|                                                                 |  |                        |           |   |                            |       |    
|Total interest-bearing liabilities                               |  |                        | 873,331   |   |                            | 2.77  | %  
|Non-interest-bearing liabilities                                 |  |                        | 75,849    |   |                            |       |    
|                                                                 |  |                        |           |   |                            |       |    
|Total liabilities                                                |  |                        | 949,180   |   |                            |       |    
|Common stock                                                     |  |                        | 41        |   |                            |       |    
|Common stock warrants                                            |  |                        | 556       |   |                            |       |    
|Additional paid-in capital                                       |  |                        | 44,450    |   |                            |       |    
|Retained earnings                                                |  |                        | 38,220    |   |                            |       |    
|Treasury stock                                                   |  |                        | (6,495    | ) |                            |       |    
|Accumulated other comprehensive income                           |  |                        | 3,148     |   |                            |       |    
|                                                                 |  |                        |           |   |                            |       |    
|Total liabilities and equity                                     |  | $                      | 1,029,100 |   |                            |       |    
|                                                                 |  |                        |           |   |                            |       |    
|Interest rate spread                                             |  |                        |           |   |                            | 3.12  | %  
|                                                                 |  |                        |           |   |                            |       |    
|Ratio of interest-earning assets to interest-bearing liabilities |  |                        |           |   |                            | 107.2 | %  
|                                                                 |  |                        |           |   |                            |       |    



|* | Tax equivalent yield at the Companys 34% tax bracket and a 2.75% cost of funds rate.
|- | -------------------------------------------------------------------------------------

|** | Yield on loans excludes $229,000 adjustment made December 31, 2009 to eliminate all interest on non-accrual loans.
|-- | ------------------------------------------------------------------------------------------------------------------



12



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|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|------------------------------------------------------------------------------- |  | ------------------------ | --------- | - | -------- | ------ | ----------------- | ------ | -- | ---------------------- | - | ------- | -------- |  | ----------------- |  | ------ | -------------- |  | - | -------- | - | ----------------- | ------ |  | ------ | --
|                                                                                |  | Years Ended December 31, |          
|                                                                                |  | 2009                     |           |   | 2008     |        |                   | 2007   |   
|                                                                                |  |                          |           |   |          |        |                   |        |    | (Dollars in Thousands) |   |         |          |  |                   |  |        |                | 
|                                                                                |  | AverageBalance           |           |   | Interest |        | AverageYield/Cost |        |    | AverageBalance         |   |         | Interest |  | AverageYield/Cost |  |        | AverageBalance |  |   | Interest |   | AverageYield/Cost |       
|Interest-earning assets:                                                        |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Loans receivable, net                                                           |  | $                        | 633,143   |   |          | 38,921 |                   | 6.15   | %  |                        | $ | 601,847 |          |  | 41,692            |  | 6.93   | %              |  | $ | 532,761  |   |                   | 41,031 |  | 7.70   | % 
|Taxable securities AFS                                                          |  |                          | 252,707   |   |          | 12,635 |                   | 5.00   | %  |                        |   | 141,668 |          |  | 7,115             |  | 5.02   | %              |  |   | 138,392  |   |                   | 6,512  |  | 4.71   | % 
|Non-taxable securities AFS                                                      |  |                          | 36,559    |   |          | 2,268  |                   | 6.20   | %  |                        |   | 17,038  |          |  | 916               |  | 5.38   | %              |  |   | 15,159   |   |                   | 727    |  | 4.80   | % 
|Securities held to maturity                                                     |  |                          | 280       |   |          | 12     |                   | 4.29   | %  |                        |   | 3,534   |          |  | 155               |  | 4.39   | %              |  |   | 17,549   |   |                   | 771    |  | 4.39   | % 
|Time deposits and otherinterest-bearing cashdeposits                            |  |                          | 3,270     |   |          | 8      |                   | 0.24   | %  |                        |   | 8,171   |          |  | 147               |  | 1.80   | %              |  |   | 10,152   |   |                   | 519    |  | 5.12   | % 
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Total interest-earningassets                                                    |  | $                        | 925,959   |   |          | 53,844 |                   | 5.81   | %  |                        | $ | 772,258 |          |  | 50,025            |  | 6.48   | %              |  | $ | 714,013  |   |                   | 49,560 |  | 6.94   | % 
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Non-interest-earning assets                                                     |  |                          | 80,423    |   |          |        |                   |        |    |                        |   | 66,573  |          |  |                   |  |        |                |  |   | 66,379   |   |                   |        |  |        |   
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Total assets                                                                    |  |                          | 1,006,382 |   |          |        |                   |        |    |                        |   | 838,831 |          |  |                   |  |        |                |  |   | 780,392  |   |                   |        |  |        |   
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Interest-bearing liabilities:                                                   |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Deposits                                                                        |  | $                        | 698,367   |   |          | 20,833 |                   | 2.98   | %  |                        | $ | 581,817 |          |  | 20,789            |  | 3.57   | %              |  | $ | 536,619  |   |                   | 22,279 |  | 4.15   | % 
|Borrowings                                                                      |  |                          | 160,081   |   |          | 5,479  |                   | 3.42   | %  |                        |   | 138,671 |          |  | 5,631             |  | 4.06   | %              |  |   | 136,103  |   |                   | 6,612  |  | 4.86   | % 
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Total interest-bearingliabilities                                               |  |                          | 858,448   |   |          | 26,312 |                   | 3.07   | %  |                        |   | 720,488 |          |  | 26,420            |  | 3.67   | %              |  |   | 672,722  |   |                   | 28,891 |  | 4.29   | % 
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Non-interest-bearing liabilities                                                |  |                          | 67,944    |   |          |        |                   |        |    |                        |   | 60,897  |          |  |                   |  |        |                |  |   | 55,139   |   |                   |        |  |        |   
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Total liabilities                                                               |  |                          | 926,392   |   |          |        |                   |        |    |                        |   | 781,385 |          |  |                   |  |        |                |  |   | 727,861  |   |                   |        |  |        |   
|Common stock Common stock warrants                                              |  |                          | 41556     |   |          |        |                   |        |    |                        |   | 4129    |          |  |                   |  |        |                |  |   | 41      |   |                   |        |  |        |   
|Additional paid-in capital                                                      |  |                          | 44,324    |   |          |        |                   |        |    |                        |   | 26,998  |          |  |                   |  |        |                |  |   | 25,996   |   |                   |        |  |        |   
|Retained earnings                                                               |  |                          | 38,599    |   |          |        |                   |        |    |                        |   | 37,605  |          |  |                   |  |        |                |  |   | 33,917   |   |                   |        |  |        |   
|Treasury stock                                                                  |  |                          | (6,495    | ) |          |        |                   |        |    |                        |   | (6,350  | )        |  |                   |  |        |                |  |   | (5,788   | ) |                   |        |  |        |   
|Accumulated othercomprehensive (loss)                                           |  |                          | 2,965     |   |          |        |                   |        |    |                        |   | (877    | )        |  |                   |  |        |                |  |   | (1,635   | ) |                   |        |  |        |   
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Total liabilities andequity                                                     |  |                          | 1,006,382 |   |          |        |                   |        |    |                        |   | 838,831 |          |  |                   |  |        |                |  |   | 780,392  |   |                   |        |  |        |   
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Net interest income                                                             |  |                          |           |   |          | 27,532 |                   |        |    |                        |   |         |          |  | 23,605            |  |        |                |  |   |          |   |                   | 20,669 |  |        |   
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Interest rate spread                                                            |  |                          |           |   |          |        |                   | 2.74   | %* |                        |   |         |          |  |                   |  | 2.81   | %*             |  |   |          |   |                   |        |  | 2.65   | %*
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Net interest margin                                                             |  |                          |           |   |          |        |                   | 2.97   | %* |                        |   |         |          |  |                   |  | 3.06   | %*             |  |   |          |   |                   |        |  | 2.89   | %*
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Ratio of average interest-earningassets to average interest-bearing liabilities |  |                          |           |   |          |        |                   | 107.86 | %  |                        |   |         |          |  |                   |  | 107.19 | %              |  |   |          |   |                   |        |  | 106.14 | % 
|                                                                                |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   
|Using a 34% tax rate.                                                           |  |                          |           |   |          |        |                   |        |    |                        |   |         |          |  |                   |  |        |                |  |   |          |   |                   |        |  |        |   



|* | The tax equivalent adjustments were $703, $392 and $527 for 2009, 2008 and 2007, respectively
|- | ---------------------------------------------------------------------------------------------

Rate Volume Analysis

The
following table sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on
changes attributable to: (i) changes in volume (changes in volume from year to year multiplied by the average rate for the prior year) and (ii) changes in rate (changes in the average rate from year to year multiplied by the prior
years volume).



13



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|                                           |  |                           |        |   |                         |       |   |                           |        |   |                         |        |        |   |  |       |   |  |        |  
|------------------------------------------ |  | ------------------------- | ------ | - | ----------------------- | ----- | - | ------------------------- | ------ | - | ----------------------- | ------ | ------ | - |  | ----- | - |  | ------ | -
|                                           |  | Year Ended December 31,   |       
|                                           |  | 2009 vs. 2008             |        |   | 2008 vs. 2007           |      
|                                           |  | Increase(Decrease) due
to |        |   | TotalIncrease(Decrease) |       |   | Increase(Decrease) due
to |        |   | TotalIncrease(Decrease) |       
|                                           |  | Rate                      |        |   | Volume                  |       |   |                           | Rate   |   |                         | Volume |        |  
|                                           |  | (Dollars in thousands)    |       
|Interest-earning assets:                   |  |                           |        |   |                         |       |   |                           |        |   |                         |        |        |   |  |       |   |  |        |  
|Loans receivable                           |  | $                         | (4,695 | ) |                         | 1,924 |   |                           | (2,771 | ) |                         | $      | (4,125 | ) |  | 4,786 |   |  | 661    |  
|Securities available for sale, taxable     |  |                           | (32    | ) |                         | 5,552 |   |                           | 5,520  |   |                         |        | 286    |   |  | 317   |   |  | 603    |  
|Securities available for sale, non-taxable |  |                           | 141    |   |                         | 1,211 |   |                           | 1,352  |   |                         |        | 88     |   |  | 101   |   |  | 189    |  
|Securities held to maturity                |  |                           | (3     | ) |                         | (140  | ) |                           | (143   | ) |                         |        | (1     | ) |  | (615  | ) |  | (616   | )
|Other interest-earning assets              |  |                           | (51    | ) |                         | (88   | ) |                           | (139   | ) |                         |        | (337   | ) |  | (35   | ) |  | (372   | )
|                                           |  |                           |        |   |                         |       |   |                           |        |   |                         |        |        |   |  |       |   |  |        |  
|Total interest-earning assets              |  |                           | (4,640 | ) |                         | 8,459 |   |                           | 3,819  |   |                         |        | (4,089 | ) |  | 4,554 |   |  | 465    |  
|                                           |  |                           |        |   |                         |       |   |                           |        |   |                         |        |        |   |  |       |   |  |        |  
|Interest-bearing liabilities:              |  |                           |        |   |                         |       |   |                           |        |   |                         |        |        |   |  |       |   |  |        |  
|Deposits                                   |  |                           | (4,379 | ) |                         | 4,423 |   |                           | 44     |   |                         |        | (3,105 | ) |  | 1,615 |   |  | (1,490 | )
|Borrowings                                 |  |                           | (905   | ) |                         | 753   |   |                           | (152   | ) |                         |        | (1,058 | ) |  | 77    |   |  | (981   | )
|                                           |  |                           |        |   |                         |       |   |                           |        |   |                         |        |        |   |  |       |   |  |        |  
|Total interest-bearing liabilities         |  |                           | (5,284 | ) |                         | 5,176 |   |                           | (108   | ) |                         |        | (4,163 | ) |  | 1,692 |   |  | (2,471 | )
|                                           |  |                           |        |   |                         |       |   |                           |        |   |                         |        |        |   |  |       |   |  |        |  
|Increase (decrease) in net interest income |  | $                         | 644    |   |                         | 3,283 |   |                           | 3,927  |   |                         | $      | 74     |   |  | 2,862 |   |  | 2,936  |  
|                                           |  |                           |        |   |                         |       |   |                           |        |   |                         |        |        |   |  |       |   |  |        |  

Critical Accounting Policies and Estimates

The Companys financial statements are prepared in accordance with accounting principles generally accepted in the United States of
America. The financial information contained within these statements is, to a significant extent, financial information that is based on appropriate measures of the financial effects of transactions and events that have already occurred. Based on
its consideration of accounting policies that involved the most complex and subjective decisions and assessments, management has identified its most critical accounting policy to be that related to the allowance for loan losses. The Companys
allowance for loan loss methodology incorporates a variety of risk considerations, both quantitative and qualitative; in establishing an allowance for loan loss that management believes is appropriate at each reporting date. Quantitative factors
included the Companys historical loss experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, and other factors. Quantitative factors also incorporate known information about individual loans,
including borrowers sensitivity to economic conditions throughout the southeast and particular, the state of certain industries. Size and complexity of individual credits in relation to loan structure, existing loan policies and pace of
portfolio growth are other qualitative factors that are considered in the methodology. As the Company adds new products and increases the complexity of the loan portfolio, its methodology accordingly may change. In addition, it may report materially
different amounts for the provision for loan losses in the statement of operations if managements assessment of the above factors changes in future periods. This discussion and analysis should be read in conjunction with the Companys
consolidated financial statements and the accompanying notes presented elsewhere herein. Although management believes the levels of the allowance for loan losses as of both December 31, 2009 and 2008 were adequate to absorb inherent losses in
the loan portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot be reasonably predicted at this time. The Company also considers its policy on non-accrual loans as a critical accounting
policy. Loans are placed on non-accrual when a loan is specifically determined to be impaired or when principal or interest is delinquent for 91 days or more. At December 31, 2009, the Company did not recognize accrued interest on non-accrual
loans on its balance sheet or income statement.



14



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Comparison of Financial Condition at December 31, 2009 and December 31, 2008

The Companys total assets increased by $62.4 million, from $967.56 million at December 31, 2008, to $1.030 billion at
December 31, 2009. The Company did not sell any federal funds at December 31, 2009, as compared to $16.1 million at December 31, 2008. The Company no longer has any agency securities classified as held to maturity. The available for
sale portfolio increased $42.7 million, from $247.0 million at December 31, 2008, to $289.7 million at December 31, 2009. At December 31, 2009, the Companys investment in Federal Home Loan Bank stock was carried at an amortized
cost of $4.3 million. See Note 2 of Notes to Consolidated Financial Statements.

The Companys net loan portfolio
increased by $14.0 million during the year ended December 31, 2009. Net loans totaled $628.4 and $642.4 at December 31, 2008 and December 31, 2009, respectively. The increase in the loan activity during the year ended
December 31, 2009 was achieved in spite of weak national economic conditions which include the loss of an $8 million relationship at the beginning of 2009 and more conservative loan underwriting standards. Loan growth was achieved largely
through new business obtained from customers of large regional banks who became disenchanted with both access to funds and service levels. In 2009, economic activity remained subdued in the majority of the Companys markets. For the year ended
December 31, 2009, the Companys tax equivalent average yield on loans was 6.15%, compared with 6.93% for the year ended December 31, 2008.

The allowance for loan losses totaled $8.9 million at December 31, 2009, an increase of approximately $2.8 million from the allowance for loan losses of $6.1 million at December 31, 2008. The
ratio of the allowance for loan losses to total loans was 1.36% and 0.97% at December 31, 2009 and 2008, respectively. Also, at December 31, 2009, the Companys non-accrual loans were approximately $11.2 million or 1.72% of total
loans, compared to $7.3 million, or 1.16% of total loans, at December 31, 2008. The Companys ratio of allowance for loan losses to non-performing loans at December 31, 2009 and 2008 was 78.96% and 83.01%, respectively.

Comparison of Operating Results for the Years Ended December 31, 2009 and 2008

Net Income.The Companys net income available for common shareholders for the year ended December 31, 2009 was $944,000
compared to $4.6 million at December 31, 2008. In 2009, net income available for common shareholders was adversely affected by a $5.0 million goodwill impairment charge, $4.2 million in provision for loan loss expense, $1.5 million increase in
assessments from the FDIC and $1.0 million in dividends and accretion of preferred stock discount related to the Companys issuance of preferred stock in December 2008.

Net Interest Income.Net interest income for the year ended December 31, 2009, was $26.8 million, compared to $23.1 million for
the year ended December 31, 2008. The increase in net interest income for the year ended December 31, 2009, was the result of a sharp decline in market interest rates, allowing the Company to reduce its cost of funds. At the same time,
higher average balances of both taxable and tax free investments provided higher levels of interest income. For the year ended December 31, 2009, the Companys tax equivalent average yield on total interest-earning assets was 5.81%
compared to 6.48% for the year ended December 31, 2008, and its average cost of interest-bearing liabilities was 3.07%, compared to 3.67% for the year ended December 31, 2008. As a result, the Companys tax equivalent interest rate
spread for the year ended December 31, 2009 was 2.74%, compared to 2.81% for the year ended December 31, 2008 and its tax equivalent net interest margin was 2.97% for the year ended December 31, 2009, compared to 3.06% for the year
ended December 31, 2008. At December 31, 2009, the Company reduced interest income on loans by $229,000 to eliminate all interest income on non-accrual loans. For the year ended December 31, 2009, the change in income recognition
reduced the Companys net interest margin by 0.03%.

Interest Income.Interest income increased $3.6 million from
$49.5 million to $53.1 million, or 7.3% during the year ended December 31, 2009 compared to 2008. The modest increase was attributable to an increase in the volume of loans and investments outstanding, offsetting a decline in market interest
rates. The Company does not classify any securities as held to maturity at December 31, 2009, as compared to an average balance of $3.5 million for the year ended December 31, 2008. The average balance on taxable securities available for
sale increased $111.0 million, from $141.7 million for the year ended December 31, 2008, to $252.7 million for the year ended December 31, 2009. The average balance of non-taxable securities available for sale increased approximately $19.6
million, from $17.0 million for the year ended December 31, 2008, to $36.6 million for the year ended December 31, 2009.



15



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Average time deposits and other interest-bearing cash deposits declined from $8.2 million
for the year ended December 31, 2008, to $3.3 million for the year ended December 31, 2009. Overall, average total interest-earning assets increased $153.7 million from December 31, 2008, to December 31, 2009.

Interest Expense.Interest expense declined to $26.3 million for the year ended December 31, 2009, compared to $26.4 million for
2008. The decline in interest expense was attributable to a decline in the average cost of both interest bearing deposits and Federal Home Loan Bank (FHLB) borrowings. The average cost of average interest-bearing deposits declined from
3.57% for the year ended December 31, 2008, to 2.98% for the year ended December 31, 2009. Over the same period, the average balance of interest bearing deposits increased from $581.8 million for the year ended December 31, 2008, to
$698.4 million for the year ended December 31, 2009. The average balance of FHLB borrowings increased from $95.0 million for the year ended December 31, 2008 to $119.1 million for the year ended December 31, 2009. The average cost of
FHLB borrowings declined from 4.15% for the year ended December 31, 2008, to 3.42% for the year ended December 31, 2009.

Provision for Loan Losses.The Company determined that an additional $4.2 million and $2.4 million in provision for loan losses was required for the years ended December 31, 2009, and December 31, 2008, respectively. The
increase in the Companys provision for loan loss expense is the result of both local and national economic conditions, including an increase in the unemployment rate in the communities served by the Company as well as higher levels of
non-performing loans.

Non-Interest Income. Non-interest income increased by $1.9 million for the year ended
December 31, 2009, to $10.2 million, compared to $8.3 million for the year ended December 31, 2008. The increase in non-interest income is the result of a $2.0 million increase on gains taken on the sale of investments. For the year ended
December 31, 2009, income from deposit accounts and financial services income were marginally lower while the Company experienced a 15% decline in the level of brokerage income. Non-interest income for the year ended December 31, 2009,
included a $200,000 other than temporary impairment charge on two Private Label CMOs previously discussed.

Non-Interest
Expense.Total non-interest expense for the year ended December 31, 2009, was $30.5 million, compared to $22.4 million in 2008. The increase was the result of the Companys $5.0 million goodwill impairment charge and the sharp increase
in cost associated with the Companys FDIC expenses. The Companys cost related to FDIC coverage increased from $463,000 in 2008 to $2.0 million in 2009. The increase in FDIC expenses relates to the cost incurred by the FDIC to pay for
more than 130 bank failures in 2009, The Company anticipates that FDIC expense will remain elevated for the next five years. For the year ended December 31, 2009, the Companys compensation expense increased by approximately $800,000 as
compared to the year ended December 31, 2008, due to higher payroll and insurance expenses.

Income Taxes.The
effective tax rates for the years ended December 31, 2009, and December 31, 2008, was 16.7% and 29.7%, respectively. The Companys effective tax rate declined sharply due to higher levels of tax free investments, a higher level of
income related to bank owned life insurance and lower levels of taxable income in 2009.

Comparison of Operating Results for the Years
Ended December 31, 2008 and 2007

Net Income.The Companys net income for the years ended
December 31, 2008, was $4.6 million compared to $4.1 million at December 31, 2007.

Net Interest Income.Net
interest income for the year ended December 31, 2008, was $23.1 million, compared to $20.1 million for the year ended December 31, 2007. The increase in net interest income for the year ended December 31, 2008 was the result of a
sharp decline in market interest rates, allowing the Company to reduce its cost of funds. At the same time, liquidity and credit issues provided wider than normal spreads for those companies with excess liquidity. For the year ended
December 31, 2008, the Companys tax equivalent average yield on total interest-earning assets was 6.46% compared to 6.94% for the year ended December 31, 2007, and its average cost of interest-bearing liabilities was 3.67%, compared
to 4.29% for the year ended December 31, 2007. As a result, the Companys tax equivalent interest rate spread for the year ended December 31, 2008, was 2.81%, compared to 2.65% for the year ended December 31, 2007, and its tax
equivalent net interest margin was 3.06% for the year ended December 31, 2008, compared to 2.89% for the year ended December 31, 2007.



16



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Interest Income.Interest income increased $444,000 from $49.0 million to
approximately $49.5 million, or 1% during the year ended December 31, 2008 compared to 2007. The modest increase was attributable to an increase in the volume of loans outstanding, offsetting a decline in market interest rates. The average
balance on securities held to maturity decreased approximately $14.0 million, from $17.5 million at December 31, 2007, to $3.5 million at December 31, 2008. The average balance on taxable securities available for sale increased $3.3
million, from $138.4 million at December 31, 2007, to $141.7 million at December 31, 2008.

The average balance of
non-taxable securities available for sale increased approximately $1.8 million, from $15.2 million at December 31, 2007, to $17.0 million at December 31, 2008. Average time deposits and other interest-bearing cash deposits declined $2.0
million, from $10.2 million at December 31, 2007, to $8.2 million at December 31, 2008. Overall, average total interest-earning assets increased $58.2 million from December 31, 2007 to December 31, 2008.

Interest Expense.Interest expense declined to $26.4 million for the year ended December 31, 2008, compared to $28.9 million for
2007. The decline in interest expense was attributable to a decline in the average cost of both interest bearing deposits and Federal Home Loan Bank (FHLB) borrowings. The average cost of average interest-bearing deposits declined from
4.15% for the year ended December 31, 2007, to 3.57% for the year ended December 31, 2008. Over the same period, the average balance of interest bearing deposits increased from $536.7 million for the year ended December 31, 2007 to
$581.8 million at December 31, 2008. The average balance of FHLB borrowings declined from $95.7 million for the year ended December 31, 2007, to $95.0 million for the year ended December 31, 2008. The average cost of FHLB borrowings
declined from 4.63% for the year ended December 31, 2007, to 4.15% for the year ended December 31, 2008.

Provision for Loan Losses.The Company determined that an additional $2.4 million and $976,000 in provision for loan losses was required for the years ended December 31, 2008, and December 31, 2007, respectively. The
increase in the Companys provision for loan loss expense is the result of both local and national economic conditions, including an increase in the unemployment rate in our communities as well as the expectation of a prolonged recession.

Non-Interest Income.Non-interest income increased by $1.1 million for the year ended December 31, 2008, to $8.3
million, compared to $7.2 million for the year ended December 31, 2007. The increase in non-interest income is the result of higher income realized on deposit accounts and approximately $700,000 gain on the sale of securities. Income from
financial services was down slightly during the year as a decline in brokerage income was partially offset by the addition of a title insurance program to the Companys insurance division.

Non-Interest Expense.Total non-interest expense for the year ended December 31, 2008, was $22.4 million, compared to $20.6
million in 2007. The increase was the result of the Companys expansion of retail offices opened during 2007 now operating for a full year. The cost of the Companys retirement plan increased by more than $150,000 due to an increase in the
number of participants enrolled in the plan. The Companys advertising expense increased by more than $150,000 due to a successful checking account campaign. The Companys cost related to FDIC deposit insurance increased by more than
$220,000 due to the regulatory agencys increase in fees to offset its increasing cost to fund its operating losses. The increase in other operating expenses also includes the additional cost for postage, communications and other expenses
related to operating more retail offices.

Income Taxes. The effective tax rates for the years ended December 31,
2008, and December 31, 2007, was 29.7% and 29.6%, respectively. The Companys effective tax rate is below its corporate tax rate of 34% due to higher levels of tax free loans, municipal bonds and income from bank owned life insurance.

Liquidity and Capital Resources

The Companys primary business is that of the Bank. Management believes dividends that may be paid from the Bank to the Company will provide sufficient funds for the Companys current and
anticipated needs; however, no assurance can be given that the Company will not have a need for additional funds in the future. The Bank is subject to certain regulatory limitations with respect to the payment of dividends to the Company.

Capital Resources. At December 31, 2009, the Bank exceeded all regulatory minimum capital requirements.
For a detailed discussion of the Office of Thrift Supervision regulatory capital requirements, and for a tabular presentation of the Banks compliance with such requirements, see Note 16 of Notes to Consolidated Financial Statements.



17



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Liquidity.Liquidity management is both a daily and long-term function of business
management. If the Bank requires funds beyond its ability to generate them internally, the Bank believes that it could borrow funds from the FHLB. At December 31, 2009, the Bank had outstanding advances of $102.5 million from the FHLB and $30.0
million of letters of credit issued by the FHLB to secure municipal deposits. The Bank can immediately borrow an additional $99.2 million from the FHLB by purchasing additional capital. See Note 7 of Notes to Consolidated Financial Statements.

Subordinated Debentures Issuance. On September 25, 2003, the Company issued $10,310,000 of subordinated
debentures in a private placement offering. The securities have a thirty-year maturity and are callable at the issuers discretion on a quarterly basis beginning five years after issuance. The securities are priced at a variable rate equal to
the three-month LIBOR (London Interbank Offering Rate) plus 3.10%. Interest is paid and the rate of interest may change on a quarterly basis. The Companys subsidiary, a federal chartered thrift supervised by the Office of Thrift Supervision
(OTS) may recognize the proceeds of trust preferred securities as capital. OTS regulations provide that 25% of Tier I capital may consist of trust preferred proceeds. See Note 10 of Notes to Consolidated Financial Statements.

The Banks primary sources of funds consist of deposits, repayment of loans and mortgage-backed securities, maturities of investments
and interest-bearing deposits, and funds provided from operations. While scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are predictable sources of funds, deposit flows and loan prepayments are
greatly influenced by the general level of interest rates, economic conditions and competition. The Bank uses its liquidity resources principally to fund existing and future loan commitments, to fund maturing certificates of deposit and demand
deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses.

Management believes that loan repayments and other sources of funds will be adequate to meet the Banks liquidity needs for the immediate future. A portion of the Banks liquidity consists of cash and cash equivalents. At
December 31, 2009, cash and cash equivalents totaled $41.1 million. The level of these assets depends upon the Banks operating, investing and financing activities during any given period.

Cash flows from operating activities for the years ended December 31, 2009, 2008 and 2007 were $2.7 million, $7.7 million, and
$7.3 million, respectively.

Cash flows from investing activities were a net use of funds of $57.0 million, $142.8 million and
$38.3 million in 2009, 2008 and 2007, respectively. A principal use of cash in this area has been purchases of securities available for sale of $186.7 million partially offset by proceeds from sales, calls and maturities of securities of $148.9
million during 2009. Maturities, calls and cash flow from securities classified as held to maturity totaled $448,000. At the same time, the investment of cash in loans was $19.9 million in 2009, $55.6 million in 2008 and $82.7 in 2007. Purchases of
securities available for sale exceeded maturities and sales by $37.8 million in 2009 and $100.9 million in 2008. Cash flows from securities available for sale that were sold, matured or called exceeded purchases by $43.5 million in 2007. There were
no purchases of securities classified as held to maturity in 2009, 2008 and 2007.

At December 31, 2009, the Bank had
$52.9 million in outstanding commitments to originate loans and unused lines of credit of $43.0 million. The Bank anticipates that it will have sufficient funds available to meet its current loan origination and lines of credit commitments. The Bank
has certificates of deposit maturing in one year or less of $315.9 million at December 31, 2009. Based on historical experience, management believes that a significant portion of such deposits will remain with the Bank.



18



---

Impact of Inflation and Changing Prices

The consolidated financial statements and notes thereto presented herein have been prepared in accordance with accounting principles
generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due
to inflation. The impact of inflation is reflected in the increased cost of the Banks operations.

Unlike most
industrial companies, nearly all the assets and liabilities of the Company are monetary in nature. As a result, changes in interest rates have a greater impact on the Company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 price of goods and services.

Forward-Looking
Statements

Managements discussion and analysis includes certain forward-looking statements addressing, among other
things, the Banks prospects for earnings, asset growth and net interest margin. Forward-looking statements are accompanied by, and identified with, such terms as anticipates, believes, expects,
intends, and similar phrases. Managements expectations for the Banks future involve a number of assumptions and estimates. Factors that could cause actual results to differ from the expectations expressed herein include:
substantial changes in interest rates, and changes in the general economy; changes in the Banks strategies for credit-risk management, interest-rate risk management and investment activities. Accordingly, any forward-looking statements
included herein do not purport to be predictions of future events or circumstances and may not be realized.

Stock Performance Comparison

The following graph, which was prepared by SNL Financial LC (SNL), shows the cumulative total return of the
Common Stock of the Company since December 31, 2004, compared with the (1) NASDAQ Composite Index, comprised of all U.S. Companies quoted on NASDAQ, (2) the SNL Midwest Thrift Index, comprised of publically traded thrifts and thrift
holding companies operating in the Midwestern United States. Cumulative total return on the Common Stock or the index equals the total increase in the value since December 31, 2004, assuming reinvestment of all dividends paid into the Common
Stock or the index, respectively. The graph was prepared assuming that $100 was invested on December 31, 2004, in the Common Stock, the securities included in the indices. The stock price performance included in this graph is not necessarily
indicative of future stock price performance.



19



---

HopFed Bancorp, Inc.

LOGO



|                     |  |               |  |          |  |          |  |          |  |          |  |         
|-------------------- |  | ------------- |  | -------- |  | -------- |  | -------- |  | -------- |  | --------
|                     |  | Period Ending
|Index                |  | 12/31/04      |  | 12/31/05 |  | 12/31/06 |  | 12/31/07 |  | 12/31/08 |  | 12/31/09
|HopFed Bancorp, Inc. |  | 100.00        |  | 95.46    |  | 99.87    |  | 94.34    |  | 66.50    |  | 65.33   
|NASDAQ Composite     |  | 100.00        |  | 101.37   |  | 111.03   |  | 121.92   |  | 72.49    |  | 104.31  
|SNL Midwest Thrift   |  | 100.00        |  | 97.72    |  | 110.91   |  | 93.68    |  | 83.25    |  | 70.12   



20



---

Consolidated Financial Statements

HopFed Bancorp, Inc. and Subsidiaries

December 31, 2009, 2008 and 2007



21



---

Table of Contents



|                                                                                                                |  |            
|--------------------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                                |  | Page Number
|                                                                                                               
|Report of Independent Registered Public Accounting Firm                                                         |  | 23         
|                                                                                                                | 
|Consolidated Balance Sheets as of December 31, 2009 and 2008                                                    |  | 24-25      
|                                                                                                                | 
|Consolidated Statements of Income for the Years ended December 31, 2009, 2008 and 2007                          |  | 26-27      
|                                                                                                                | 
|Consolidated Statements of Comprehensive Income for the Years ended December 31, 2009, 2008 and 2007            |  | 28         
|                                                                                                                | 
|Consolidated Statements of Changes in Stockholders Equity for the Years ended December 31, 2009, 2008 and
2007 |  | 29         
|                                                                                                                | 
|Consolidated Statements of Cash Flows for the Years ended December 31, 2009, 2008 and 2007                      |  | 30-31      
|                                                                                                                | 
|Notes to Consolidated Financial Statements                                                                      |  | 32-84      



22



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of HopFed Bancorp, Inc.

Hopkinsville, Kentucky

We have audited the accompanying consolidated balance sheets of HopFed
Bancorp, Inc. and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income, changes in stockholders equity and cash flows for each of the years in the
three-year period ended December 31, 2009. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. As of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008
and 2007, the Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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

/s/ Rayburn, Bates & Fitzgerald, P.C.

Brentwood, Tennessee

March 31, 2010



23



---

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2009 and 2008

(Dollars in Thousands)



|                                                                                                                           |  |      |           |      |        
|-------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | -------
|                                                                                                                           |  | 2009 |           | 2008
|Assets                                                                                                                     |  |      |           |      |        
|Cash and due from banks                                                                                                    |  | $    | 37,938    |      | 15,268 
|Interest-earning deposits in Federal Home Loan Bank                                                                        |  |      | 3,173     |      | 5,727  
|Federal funds sold                                                                                                         |  |      |          |      | 16,080 
|                                                                                                                           |  |      |           |      |        
|Cash and cash equivalents                                                                                                  |  |      | 41,111    |      | 37,075 
|Federal Home Loan Bank stock, at cost (note 2)                                                                             |  |      | 4,281     |      | 4,050  
|Securities available for sale (note 2)                                                                                     |  |      | 289,691   |      | 246,952
|Securities held to maturity, market value of $455 at December 31, 2008 (note 2)                                            |  |      |          |      | 454    
|Loans receivable, net of allowance for loan losses of $8,851 at December 31, 2009 and $6,133 at December 31, 2008 (note
3) |  |      | 642,355   |      | 628,356
|Accrued interest receivable                                                                                                |  |      | 5,777     |      | 5,852  
|Real estate and other assets owned (note 14)                                                                               |  |      | 1,883     |      | 875    
|Bank owned life insurance                                                                                                  |  |      | 8,475     |      | 7,994  
|Premises and equipment, net (note 4)                                                                                       |  |      | 25,328    |      | 26,443 
|Deferred tax assets (note 13)                                                                                              |  |      | 2,458     |      | 737    
|Intangible asset (note 5)                                                                                                  |  |      | 1,168     |      | 1,818  
|Goodwill (note 5)                                                                                                          |  |      |          |      | 4,989  
|Other assets                                                                                                               |  |      | 7,349     |      | 1,965  
|                                                                                                                           |  |      |           |      |        
|Total assets                                                                                                               |  | $    | 1,029,876 |      | 967,560
|                                                                                                                           |  |      |           |      |        
|Liabilities and Stockholders Equity                                                                                       |  |      |           |      |        
|Liabilities:                                                                                                               |  |      |           |      |        
|Deposits (note 6)                                                                                                          |  |      |           |      |        
|Non-interest-bearing accounts                                                                                              |  | $    | 68,531    |      | 57,134 
|Interest-bearing accounts:                                                                                                 |  |      |           |      |        
|NOW accounts                                                                                                               |  |      | 105,821   |      | 89,549 
|Savings and money market accounts                                                                                          |  |      | 60,409    |      | 58,374 
|Other time deposits                                                                                                        |  |      | 559,383   |      | 507,948
|                                                                                                                           |  |      |           |      |        
|Total deposits                                                                                                             |  |      | 794,144   |      | 713,005
|                                                                                                                           |  |     
|Advances from Federal Home Loan Bank (note 7)                                                                              |  |      | 102,465   |      | 130,012
|Repurchase agreements (note 8)                                                                                             |  |      | 36,060    |      | 28,680 
|Subordinated debentures (note 10)                                                                                          |  |      | 10,310    |      | 10,310 
|Advances from borrowers for taxes and insurance                                                                            |  |      | 236       |      | 210    
|Dividends payable                                                                                                          |  |      | 454       |      | 444    
|Accrued expenses and other liabilities                                                                                     |  |      | 6,258     |      | 6,615  
|                                                                                                                           |  |      |           |      |        
|Total liabilities                                                                                                          |  |      | 949,927   |      | 889,276
|                                                                                                                           |  |      |           |      |        

See accompanying notes to consolidated financial
statements.



24



---

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets, Continued

December 31, 2009 and 2008

(Dollars in Thousands)



|                                                                                                                                                                                                         |  |      |           |   |      |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | ------- | -
|                                                                                                                                                                                                         |  | 2009 |           |   | 2008 |        
|Stockholders equity (notes 16 and 17):                                                                                                                                                                  |  |      |           |   |      |         |  
|Preferred stock, par value $0.01 per share; authorized500,000 shares; 18,400 shares issued and outstanding with a
liquidation preference of $18,400,000 at December 31, 2009 and December 31, 2008      |  | $    |          |   |      |        |  
|Common stock, par value $.01 per share; authorized 7,500,000 shares; 4,110,175 issued and 3,594,620 outstanding at
December 31, 2009 and 4,100,604 issued and 3,585,049 outstanding at December 31, 2008 |  |      | 41        |   |      | 41      |  
|Common stock warrants                                                                                                                                                                                    |  |      | 556       |   |      | 556     |  
|Additional paid-in-capital                                                                                                                                                                               |  |      | 44,455    |   |      | 44,193  |  
|Retained earnings-substantially restricted                                                                                                                                                               |  |      | 38,244    |   |      | 38,954  |  
|Treasury stock (at cost, 515,555 shares at December 31, 2009 and December 31, 2008)                                                                                                                      |  |      | (6,495    | ) |      | (6,495  | )
|Accumulated other comprehensive income, net of taxes                                                                                                                                                     |  |      | 3,148     |   |      | 1,035   |  
|                                                                                                                                                                                                         |  |      |           |   |      |         |  
|Total stockholders equity                                                                                                                                                                               |  |      | 79,949    |   |      | 78,284  |  
|                                                                                                                                                                                                         |  |      |           |   |      |         |  
|Total liabilities and stockholders equity                                                                                                                                                               |  | $    | 1,029,876 |   |      | 967,560 |  
|                                                                                                                                                                                                         |  |      |           |   |      |         |  
|Commitments and contingencies (notes 9, 11, and 15)                                                                                                                                                      |  |      |           |   |      |         |  

See accompanying notes to consolidated financial statements.



25



---

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

For the Years ended December 31, 2009, 2008, and 2007

(Dollars in
Thousands)



|                                                    |  |      |        |   |      |        |      |       
|--------------------------------------------------- |  | ---- | ------ | - | ---- | ------ | ---- | ------
|                                                    |  | 2009 |        |   | 2008 |        | 2007
|Interest and dividend income                        |  |      |        |   |      |        |      |       
|Loans receivable                                    |  | $    | 38,921 |   |      | 41,421 |      | 40,720
|Securities available for sale                       |  |      | 12,635 |   |      | 7,115  |      | 6,512 
|Securities held to maturity                         |  |      | 12     |   |      | 155    |      | 771   
|Nontaxable securities available for sale            |  |      | 1,565  |   |      | 639    |      | 511   
|Interest-earning deposits                           |  |      | 8      |   |      | 147    |      | 519   
|                                                    |  |      |        |   |      |        |      |       
|Total interest and dividend income                  |  |      | 53,141 |   |      | 49,477 |      | 49,033
|                                                    |  |      |        |   |      |        |      |       
|Interest expense:                                   |  |      |        |   |      |        |      |       
|Deposits (note 6)                                   |  |      | 20,833 |   |      | 20,789 |      | 22,279
|Advances from Federal Home loan Bank                |  |      | 4,070  |   |      | 3,940  |      | 4,428 
|Repurchase agreements                               |  |      | 767    |   |      | 1,079  |      | 1,411 
|Subordinated debentures                             |  |      | 642    |   |      | 612    |      | 773   
|                                                    |  |      |        |   |      |        |      |       
|Total interest expense                              |  |      | 26,312 |   |      | 26,420 |      | 28,891
|                                                    |  |      |        |   |      |        |      |       
|Net interest income                                 |  |      | 26,829 |   |      | 23,057 |      | 20,142
|                                                    |  |      |        |   |      |        |      |       
|Provision for loan losses (note 3)                  |  |      | 4,199  |   |      | 2,417  |      | 976   
|                                                    |  |      |        |   |      |        |      |       
|Net interest income after provision for loan losses |  |      | 22,630 |   |      | 20,640 |      | 19,166
|                                                    |  |      |        |   |      |        |      |       
|Non-interest income:                                |  |      |        |   |      |        |      |       
|Service charges                                     |  |      | 4,222  |   |      | 4,535  |      | 4,105 
|Merchant card income                                |  |      | 612    |   |      | 576    |      | 494   
|Gain on sale of loans                               |  |      | 271    |   |      | 135    |      | 98    
|Realized gain from sale of securities               |  |      | 2,715  |   |      | 718    |      | 6     
|Other-than-temporary impairment on investments      |  |      | (200   | ) |      |       |      |      
|Income from bank owned life insurance               |  |      | 481    |   |      | 270    |      | 302   
|Financial services commission                       |  |      | 983    |   |      | 1,055  |      | 1,140 
|Other operating income                              |  |      | 1,141  |   |      | 1,055  |      | 1,086 
|                                                    |  |      |        |   |      |        |      |       
|Total non-interest income                           |  |      | 10,225 |   |      | 8,344  |      | 7,231 
|                                                    |  |      |        |   |      |        |      |       

See accompanying notes to consolidated financial
statements.



26



---

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income, Continued

For the Years ended December 31, 2009, 2008 and 2007

(Dollars in
Thousands, Except Per Share Amounts)



|                                                               |  |      |           |      |           |      |          
|-------------------------------------------------------------- |  | ---- | --------- | ---- | --------- | ---- | ---------
|                                                               |  | 2009 |           | 2008 |           | 2007
|Non-interest expenses:                                         |  |      |           |      |           |      |          
|Salaries and benefits (note 12)                                |  | $    | 12,240    |      | 11,456    |      | 10,619   
|Occupancy expense (note 4)                                     |  |      | 3,074     |      | 2,882     |      | 2,672    
|Data processing expense                                        |  |      | 2,595     |      | 2,260     |      | 1,850    
|State deposit tax                                              |  |      | 619       |      | 512       |      | 504      
|Intangible amortization (note 5)                               |  |      | 650       |      | 847       |      | 961      
|Goodwill impairment (note 5)                                   |  |      | 4,989     |      |          |      |         
|Professional services                                          |  |      | 1,002     |      | 1,167     |      | 1,412    
|Advertising expense                                            |  |      | 1,304     |      | 1,271     |      | 1,005    
|Postage and communications expense                             |  |      | 616       |      | 622       |      | 550      
|Supplies expense                                               |  |      | 363       |      | 341       |      | 374      
|Deposit insurance and examination fees                         |  |      | 2,026     |      | 463       |      | 420      
|Losses and expenses related to real estate owned               |  |      | 241       |      | 104       |      | 103      
|Other operating expenses                                       |  |      | 764       |      | 492       |      | 83       
|                                                               |  |      |           |      |           |      |          
|Total non-interest expense                                     |  |      | 30,483    |      | 22,417    |      | 20,553   
|                                                               |  |      |           |      |           |      |          
|Income before income tax expense                               |  |      | 2,372     |      | 6,567     |      | 5,844    
|Income tax expense (note 13)                                   |  |      | 397       |      | 1,952     |      | 1,728    
|                                                               |  |      |           |      |           |      |          
|Net income                                                     |  |      | 1,975     |      | 4,615     |      | 4,116    
|                                                               |  |      |           |      |           |      |          
|Less: Dividend on preferred shares                             |  |      | 920       |      | 50        |      |         
|Accretion of preferred stock discount                          |  |      | 111       |      | 6         |      |         
|                                                               |  |      |           |      |           |      |          
|Net income available for common shareholders                   |  | $    | 944       |      | 4,559     |      | 4,116    
|                                                               |  |      |           |      |           |      |          
|Earnings per share available to common stockholders (note 18): |  |      |           |      |           |      |          
|Basic                                                          |  | $    | 0.26      |      | 1.28      |      | 1.15     
|                                                               |  |      |           |      |           |      |          
|Fully diluted                                                  |  | $    | 0.26      |      | 1.27      |      | 1.14     
|                                                               |  |      |           |      |           |      |          
|Weighted average shares outstandingbasic                      |  |      | 3,569,969 |      | 3,572,127 |      | 3,588,163
|                                                               |  |      |           |      |           |      |          
|Weighted average shares outstandingdiluted                    |  |      | 3,569,969 |      | 3,597,483 |      | 3,607,870
|                                                               |  |      |           |      |           |      |          

See accompanying notes to consolidated financial
statements.



27



---

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years ended December 31, 2009, 2008 and 2007

(Dollars in
Thousands)



|                                                                          |  |      |        |   |      |       |   |      |       |  
|------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | ----- | - | ---- | ----- | -
|                                                                          |  | 2009 |        |   | 2008 |       |   | 2007 |      
|Net income                                                                |  | $    | 1,975  |   |      | 4,615 |   |      | 4,116 |  
|Other comprehensive income (loss), net of tax                             |  |      |        |   |      |       |   |      |       |  
|Unrealized holding gain arising during the period net of tax effect       |  |      | 3,553  |   |      | 2,585 |   |      | 1,762 |  
|Unrealized gain (loss) on derivatives, net of tax effect                  |  |      | 351    |   |      | (824  | ) |      | (65   | )
|Reclassification adjustment for gains included in net income net of taxes |  |      | (1,791 | ) |      | (458  | ) |      | (4    | )
|                                                                          |  |      |        |   |      |       |   |      |       |  
|Comprehensive income                                                      |  | $    | 4,088  |   |      | 5,918 |   |      | 5,809 |  
|                                                                          |  |      |        |   |      |       |   |      |       |  

See accompanying notes to consolidated financial statements.



28



---

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders Equity

For the Years ended December 31, 2009, 2008 and 2007

(Dollars in Thousands, Except Per Share and Share Amounts)



|                                                                                        |  |              |   |  |                 |  |             |    |                      |     |                          |        |                  |        |   |               |        |   |                                             |        |   |             |        |  
|--------------------------------------------------------------------------------------- |  | ------------ | - |  | --------------- |  | ----------- | -- | -------------------- | --- | ------------------------ | ------ | ---------------- | ------ | - | ------------- | ------ | - | ------------------------------------------- | ------ | - | ----------- | ------ | -
|                                                                                        |  | CommonShares |   |  | PreferredShares |  | CommonStock |    | Common StockWarrants |     | AdditionalPaid-inCapital |        | RetainedEarnings |        |   | TreasuryStock |        |   | Accumulated otherComprehensiveIncome (Loss) |        |   | TotalEquity |       
|                                                                                        |  |              |   |  |                 |  |             |   
|                                                                                        |  |              |   |  |                 |  |             |   
|Balance January 1, 2007                                                                 |  | 3,627,906    |   |  |                |  | $           | 41 |                      |    |                          | 25,918 |                  | 33,678 |   |               | (5,406 | ) |                                             | (1,961 | ) |             | 52,270 |  
|Net income                                                                              |  |             |   |  |                |  |             |   |                      |    |                          |       |                  | 4,116  |   |               |       |   |                                             |       |   |             | 4,116  |  
|Restricted stock awards                                                                 |  | 9,082        |   |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             |       |   |             |       |  
|Forfeit of restricted stock award                                                       |  | (305         | ) |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             |       |   |             |       |  
|Net change in unrealized gains on securities available for sale, net of taxes of $906   |  |             |   |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             | 1,758  |   |             | 1,758  |  
|Purchase of treasury stock                                                              |  | (44,650      | ) |  |                |  |             |   |                      |    |                          |       |                  |       |   |               | (706   | ) |                                             |       |   |             | (706   | )
|Loss recognized on derivative contract termination, net of taxes of $33                 |  |             |   |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             | (65    | ) |             | (65    | )
|Dividends ($0.48 per share)                                                             |  |             |   |  |                |  |             |   |                      |    |                          |       |                  | (1,729 | ) |               |       |   |                                             |       |   |             | (1,729 | )
|Compensation expense, options                                                           |  |             |   |  |                |  |             |   |                      |    |                          | 22     |                  |       |   |               |       |   |                                             |       |   |             | 22     |  
|Compensation expense, restricted stock awards                                           |  |             |   |  |                |  |             |   |                      |    |                          | 137    |                  |       |   |               |       |   |                                             |       |   |             | 137    |  
|                                                                                        |  |              |   |  |                 |  |             |    |                      |     |                          |        |                  |        |   |               |        |   |                                             |        |   |             |        |  
|Balance December 31, 2007                                                               |  | 3,592,033    |   |  |                |  |             | 41 |                      |    |                          | 26,077 |                  | 36,065 |   |               | (6,112 | ) |                                             | (268   | ) |             | 55,803 |  
|Net income                                                                              |  |             |   |  |                |  |             |   |                      |    |                          |       |                  | 4,615  |   |               |       |   |                                             |        |   |             | 4,615  |  
|Restricted stock awards                                                                 |  | 11,962       |   |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             |       |   |             |       |  
|Net change in unrealized gains on securities available for sale, net of taxes of $1,096 |  |             |   |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             | 2,127  |   |             | 2,127  |  
|Net change in unrealized gain (losses) on derivatives, net of taxes of $423             |  |             |   |  |                |  |             |   |                      |     |                          |       |                  |       |   |               |       |   |                                             | (824   | ) |             | (824   | )
|Dividends ($0.48 per share)                                                             |  |             |   |  |                |  |             |   |                      |    |                          |       |                  | (1,720 | ) |               |       |   |                                             |       |   |             | (1,720 | )
|Exercise of options                                                                     |  | 10,000       |   |  |                |  |             |   |                      |    |                          | 100    |                  |       |   |               | (100   | ) |                                             |       |   |             |       |  
|Compensation expense, options                                                           |  |             |   |  |                |  |             |   |                      |    |                          | 9      |                  |       |   |               |       |   |                                             |       |   |             | 9      |  
|Compensation expense, restricted stock awards                                           |  |             |   |  |                |  |             |   |                      |    |                          | 157    |                  |       |   |               |       |   |                                             |       |   |             | 157    |  
|Purchase of treasury stock                                                              |  | (28,496      | ) |  |                |  |             |   |                      |    |                          |       |                  |       |   |               | (283   | ) |                                             |       |   |             | (283   | )
|Restricted stock awards forfeited.                                                      |  | (450         | ) |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             |       |   |             |       |  
|Issue 18,400 of shares Preferred Stock                                                  |  |             |   |  | 18,400          |  |             |   |                      | 556 |                          | 17,844 |                  |       |   |               |       |   |                                             |       |   |             | 18,400 |  
|Accretion of Preferred Stock Discount                                                   |  |             |   |  |                |  |             |   |                      |    |                          | 6      |                  | (6     | ) |               |       |   |                                             |       |   |             |       |  
|                                                                                        |  |              |   |  |                 |  |             |    |                      |     |                          |        |                  |        |   |               |        |   |                                             |        |   |             |        |  
|Balance December 31, 2008                                                               |  | 3,585,049    |   |  | 18,400          |  |             | 41 |                      | 556 |                          | 44,193 |                  | 38,954 |   |               | (6,495 | ) |                                             | 1,035  |   |             | 78,284 |  
|Net income                                                                              |  |             |   |  |                |  |             |   |                      |    |                          |       |                  | 1,975  |   |               |       |   |                                             |       |   |             | 1,975  |  
|Restricted stock awards                                                                 |  | 9,571        |   |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             |       |   |             |       |  
|Net change in unrealized gains on securities available for sale, net of taxes of $908   |  |             |   |  |                |  |             |   |                      |    |                          |       |                  |       |   |               |       |   |                                             | 1,762  |   |             | 1,762  |  
|Net change in unrealized gain on derivatives, net of taxes of $181                      |  |             |   |  |                |  |             |   |                      |     |                          |       |                  |       |   |               |       |   |                                             | 351    |   |             | 351    |  
|Dividends ($0.48 per share)                                                             |  |             |   |  |                |  |             |   |                      |    |                          |       |                  | (1,723 | ) |               |       |   |                                             |       |   |             | (1,723 | )
|Compensation expense, restricted stock awards                                           |  |             |   |  |                |  |             |   |                      |    |                          | 151    |                  |       |   |               |       |   |                                             |       |   |             | 151    |  
|Preferred stock dividend                                                                |  |             |   |  |                |  |             |   |                      |    |                          |       |                  | (851   | ) |               |       |   |                                             |       |   |             | (851   | )
|Accretion of Preferred Stock Discount                                                   |  |             |   |  |                |  |             |   |                      |    |                          | 111    |                  | (111   | ) |               |       |   |                                             |       |   |             |       |  
|                                                                                        |  |              |   |  |                 |  |             |    |                      |     |                          |        |                  |        |   |               |        |   |                                             |        |   |             |        |  
|Balance December 31, 2009                                                               |  | 3,594,620    |   |  | 18,400          |  | $           | 41 |                      | 556 |                          | 44,455 |                  | 38,244 |   |               | (6,495 | ) |                                             | 3,148  |   |             | 79,949 |  
|                                                                                        |  |              |   |  |                 |  |             |    |                      |     |                          |        |                  |        |   |               |        |   |                                             |        |   |             |        |  

See accompanying notes to consolidated financial statements.



29



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HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years ended December 31, 2009, 2008 and 2007

(Dollars in
Thousands)



|                                                                                  |  |      |          |   |      |          |   |      |         |  
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -------- | - | ---- | ------- | -
|                                                                                  |  | 2009 |          |   | 2008 |          |   | 2007 |        
|Cash flows from operating activities:                                             |  |      |          |   |      |          |   |      |         |  
|Net income                                                                        |  | $    | 1,975    |   |      | 4,615    |   |      | 4,116   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |          |   |      |          |   |      |         |  
|Provision for loan losses                                                         |  |      | 4,199    |   |      | 2,417    |   |      | 976     |  
|Depreciation                                                                      |  |      | 1,548    |   |      | 1,464    |   |      | 1,284   |  
|Goodwill impairment                                                               |  |      | 4,989    |   |      |         |   |      |        |  
|Amortization of intangible assets                                                 |  |      | 650      |   |      | 847      |   |      | 961     |  
|Amortization of investment premiums and discounts, net                            |  |      | 299      |   |      | 154      |   |      | 98      |  
|Other than temporary impairment charge on AFS securities                          |  |      | 200      |   |      |         |   |      |        |  
|Benefit for deferred income taxes                                                 |  |      | (2,809   | ) |      | (609     | ) |      | (8      | )
|Stock dividends on Federal Home Loan Bank stock                                   |  |      |         |   |      | (157     | ) |      |        |  
|Compensation expense, restricted stock grants and options                         |  |      | 151      |   |      | 166      |   |      | 159     |  
|Increase in cash surrender value of bank owned life insurance                     |  |      | (481     | ) |      | (270     | ) |      | (302    | )
|(Gain) loss on sale or call of securities held to maturity                        |  |      | 6        |   |      | (27      | ) |      |        |  
|Gain on sale of securities available for sale                                     |  |      | (2,715   | ) |      | (691     | ) |      | (6      | )
|Gain on sales of loans                                                            |  |      | (271     | ) |      | (135     | ) |      | (98     | )
|Gain on settlement of derivative                                                  |  |      |         |   |      | (74      | ) |      | (98     | )
|Loss on sale of premises and equipment                                            |  |      | 22       |   |      |         |   |      |        |  
|Proceeds from sales of loans                                                      |  |      | 5,771    |   |      | 3,700    |   |      | 5,547   |  
|Loss on sale of other assets                                                      |  |      |         |   |      | 15       |   |      |        |  
|Gain on sale of foreclosed assets                                                 |  |      | (241     | ) |      |         |   |      |        |  
|Originations of loans sold                                                        |  |      | (5,500   | ) |      | (3,565   | ) |      | (5,449  | )
|(Increase) decrease in:                                                           |  |      |          |   |      |          |   |      |         |  
|Accrued interest receivable                                                       |  |      | 75       |   |      | (617     | ) |      | (426    | )
|Other assets                                                                      |  |      | (5,385   | ) |      | (1,178   | ) |      | 154     |  
|Increase (decrease) in:                                                           |  |      |          |   |      |          |   |      |         |  
|Accrued expenses and other liabilities                                            |  |      | (541     | ) |      | 1,638    |   |      | 359     |  
|Income taxes payable                                                              |  |      | 716      |   |      |         |   |      |        |  
|                                                                                  |  |      |          |   |      |          |   |      |         |  
|Net cash provided by operating activities                                         |  |      | 2,658    |   |      | 7,693    |   |      | 7,267   |  
|                                                                                  |  |      |          |   |      |          |   |      |         |  
|Cash flows from investing activities                                              |  |      |          |   |      |          |   |      |         |  
|Proceeds from sales, calls and maturities of securities held to maturity          |  |      | 448      |   |      | 13,675   |   |      | 3,945   |  
|Proceeds from sales, calls and maturities of securities available for sale        |  |      | 148,883  |   |      | 84,930   |   |      | 88,218  |  
|Purchase of securities available for sale                                         |  |      | (186,736 | ) |      | (185,821 | ) |      | (44,639 | )
|Net increase in loans                                                             |  |      | (19,857  | ) |      | (55,596  | ) |      | (82,740 | )
|Purchase of Federal Home Loan Bank stock                                          |  |      | (231     | ) |      | (57      | ) |      | (197    | )
|Proceeds from sale of foreclosed asset                                            |  |      | 902      |   |      | 727      |   |      | 471     |  
|Purchase of premises and equipment                                                |  |      | (455     | ) |      | (659     | ) |      | (3,317  | )
|                                                                                  |  |      |          |   |      |          |   |      |         |  
|Net cash used in investing activities                                             |  |      | (57,046  | ) |      | (142,801 | ) |      | (38,259 | )
|                                                                                  |  |      |          |   |      |          |   |      |         |  

See accompanying notes to consolidated financial statements.



30



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HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows, Continued

For the Years ended December 31, 2009, 2008 and 2007

(Dollars in
Thousands)



|                                                                               |  |      |         |   |      |          |   |      |         |  
|------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | -------- | - | ---- | ------- | -
|                                                                               |  | 2009 |         |   | 2008 |          |   | 2007 |        
|Cash flows from financing activities:                                          |  |      |         |   |      |          |   |      |         |  
|Net increase in deposits                                                       |  | $    | 81,139  |   |      | 114,252  |   |      | 29,320  |  
|(Decrease) increase in advance payments by borrowers for taxes and insurance   |  |      | 26      |   |      | (106     | ) |      | 29      |  
|Advances from Federal Home Loan Bank                                           |  |      | 66,895  |   |      | 162,500  |   |      | 82,000  |  
|Repayment of advances from Federal Home Loan Bank                              |  |      | (94,442 | ) |      | (134,370 | ) |      | (93,739 | )
|Other advances                                                                 |  |      | 35,395  |   |      | 57,115   |   |      |        |  
|Repayment of other advances                                                    |  |      | (35,395 | ) |      | (57,115  | ) |      |        |  
|Increase (decrease) in repurchase agreements                                   |  |      | 7,380   |   |      | (8,519   | ) |      | 15,963  |  
|Sale of preferred stock                                                        |  |      |        |   |      | 18,400   |   |      |        |  
|Purchase of treasury stock                                                     |  |      |        |   |      | (283     | ) |      | (706    | )
|Dividends paid on preferred stock                                              |  |      | (851    | ) |      |         |   |      |        |  
|Dividends paid on common stock                                                 |  |      | (1,723  | ) |      | (1,720   | ) |      | (1,729  | )
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Net cash provided by financing activities                                      |  |      | 58,424  |   |      | 150,154  |   |      | 31,138  |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Increase in cash and cash equivalents                                          |  |      | 4,036   |   |      | 15,046   |   |      | 146     |  
|Cash and cash equivalents, beginning of period                                 |  |      | 37,075  |   |      | 22,029   |   |      | 21,883  |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Cash and cash equivalents, end of period                                       |  | $    | 41,111  |   |      | 37,075   |   |      | 22,029  |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Supplemental disclosures of cash flow information:                             |  |      |         |   |      |          |   |      |         |  
|Interest paid                                                                  |  |      | 14,424  |   |      | 13,296   |   |      | 13,225  |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Income taxes paid                                                              |  |      | 2,420   |   |      | 2,420    |   |      | 1,542   |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Supplemental disclosures of non-cash investing and financing activities:       |  |      |         |   |      |          |   |      |         |  
|Loans charged off                                                              |  |      | 1,836   |   |      | 1,414    |   |      | 921     |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Foreclosures and in substance foreclosures of loans during year                |  |      | 1,473   |   |      | 1,246    |   |      | 476     |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Net unrealized gains on investment securities classified as available for sale |  |      | 2,670   |   |      | 3,223    |   |      | 2,664   |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Increase in deferred tax asset related to unrealized losses on investments     |  |      | (1,089  | ) |      | (1,096   | ) |      | (906    | )
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Dividends declared and payable                                                 |  |      | 454     |   |      | 444      |   |      | 431     |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Issue of unearned restricted stock                                             |  |      | 93      |   |      | 157      |   |      | 137     |  
|                                                                               |  |      |         |   |      |          |   |      |         |  
|Capitalized interest                                                           |  |      |        |   |      |         |   |      | 27      |  
|                                                                               |  |      |         |   |      |          |   |      |         |  

See accompanying notes to consolidated financial statements.



31



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies:
|--- | -------------------------------------------

Nature of Operations and Customer Concentration

HopFed
Bancorp, Inc. (the Corporation) is a thrift holding company incorporated in the state of Delaware. The Companys principal business activities are conducted through its wholly-owned subsidiary, Heritage Bank (the Bank), which is a
federally chartered savings bank engaged in the business of accepting deposits and providing mortgage, consumer, construction and commercial loans to the general public through its retail banking offices. The Banks business activities are
primarily limited to western Kentucky and middle and western Tennessee. The Bank is subject to competition from other financial institutions. Deposits at the Bank are insured up to the applicable limits by the Federal Deposit Insurance Corporation
(FDIC). The Bank is subject to comprehensive regulation, examination and supervision by the Office of Thrift Supervision (OTS) and the FDIC.

A substantial portion of the Banks loans are secured by real estate in the western Kentucky and middle and west Tennessee markets. In addition, foreclosed real estate is located in this same market.
Accordingly, the ultimate ability to collect on a substantial portion of the Banks loan portfolio and the recovery of a substantial portion of the carrying amount of foreclosed real estate is susceptible to changes in local market conditions.

Management believes that the allowance for loan losses is adequate. While management uses available information to recognize
losses on loans and foreclosed real estate, future additions to the allowances may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review
the Banks allowances for losses on loans and foreclosed real estate. Such agencies may require the Bank to recognize additions to the allowances based on their judgments about information available to them at the time of their examination.

Principles of Consolidation

The consolidated financial statements include the accounts of the Corporation, the Bank and its wholly-owned subsidiary Fall & Fall Insurance (collectively the Company) for all periods.
Significant inter-company balances and transactions have been eliminated in consolidation.

Accounting

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of
America and conform to general practices in the banking industry.



32



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Estimates

In preparing the
consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and revenues and expenses for the year. Actual
results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection
with foreclosures or in satisfaction of loans. In connection with the determination of the allowances for loan losses and foreclosed real estate, management obtains independent appraisals for significant properties.

Cash and Cash Equivalents

Cash and cash equivalents are defined as cash on hand, amounts due on demand from banks, interest-earning deposits in the Federal Home Loan Bank and federal funds sold with maturities of three months or
less.

Securities

The Company reports debt, readily-marketable equity, mortgage-backed and mortgage related securities in one of the following categories: (i) held to maturity (management has a positive
intent and ability to hold to maturity) which are to be reported at cost, adjusted for premiums and discounts that are recognized in interest income; (ii) trading (held for current resale) which are to be reported at fair value,
with unrealized gains and losses included in earnings; and (iii) available for sale (all other debt, equity, mortgage-backed and mortgage related securities) which are to be reported at fair value, with unrealized gains and losses
reported net of tax as a separate component of stockholders equity. At the time of new security purchases, a determination is made as to the appropriate classification. Realized and unrealized gains and losses on trading securities are
included in net income. Unrealized gains and losses on securities available for sale are recognized as direct increases or decreases in stockholders equity, net of any tax effect. Cost of securities sold is recognized using the specific
identification method.

Interest income on securities is recognized as earned. The Company purchases many agency bonds at
either a premium or discount to its par value. Premiums and discounts on agency bonds are amortized using the net interest method. For callable bonds purchased at a premium, the premium is amortized to the first call date. If the bond is not called
on that date, the premium is fully amortized and the Company recognizes an increase in the net yield of the investment. The decision to amortize premiums to their first call is a more conservative method of recognizing income. For agency bonds
purchased at a discount, the discount is accreted to the final maturity date. For callable bonds purchased at discount and called before maturity, the Company recognizes a gain on the sale of securities. The Company amortizes premiums and accretes
discounts on mortgage back securities and collateralized mortgage obligations based on the securities three month average prepayment speed.



33



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Other Than Temporary Impairment

A decline in the fair value of any available-for-sale or held-to-maturity security below cost that is deemed to be other-than-temporary results in a reduction in the carrying amount to fair value. To determine whether impairment is
other-than-temporary, management considers whether the entity expects to recover the entire amortized cost basis of the security by reviewing the present value of the future cash flows associated with the security. The shortfall of the present value
of the cash flows expected to be collected in relation to the amortized cost basis is referred to as a credit loss. If a credit loss is identified, management then considers whether it is more-likely-than-not that the company will be required to
sell the security prior to recovery. If management concludes that it is not more-likely-than-not that it will be required to sell the security, then the security is not other-than-temporarily impaired and the shortfall is recorded as a component of
equity. If the security is determined to be other-than-temporarily impaired, the credit loss is recognized as a charge to earnings and a new cost basis for the security is established.

Other Securities

Other securities, such as Federal Home Loan Bank stock are recognized at cost, as the value is not considered impaired.

Loans Receivable

Loans receivable are stated at unpaid principal balances, less the allowance for loan losses
and deferred loan cost. The Statement of Financial Accounting Standards ASC 310-20, Nonrefundable Fees and Other Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases, requires the recognition of loan
origination fee income over the life of the loan and the recognition of certain direct loan origination costs over the life of the loan.

Uncollectible interest on loans that are contractually past due is charged off, or an allowance is established based on managements periodic evaluation. The Company charges off loans after, in
managements opinion, the collection of all or a large portion of the principal or interest is not collectable. The allowance is established by a charge to interest income equal to all interest previously accrued, and income is subsequently
recognized only to the extent that cash payments are received while the loan is classified as non-accrual, when the loan is ninety days past due. Loans may be returned to accrual status when all principal and interest amounts contractually due
(including arrearages) are reasonably assured of repayment within an acceptable period of time, and there is a sustained period of repayment performance by the borrower in accordance with the contractual terms of interest and principal.

The Bank provides an allowance for loan losses and includes in operating expenses a provision for loan losses determined by management.
Managements periodic evaluation of the adequacy of the allowance is based on the Banks past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrowers ability to repay, the
estimated value of any underlying collateral, and current economic conditions. Managements estimate of the adequacy of the allowance for loan loss can be classified as either a reserve for currently classified loans or estimates of future
losses in the current loan portfolio.



34



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Loans Receivable (Continued)

Loans are considered to be impaired when, in
managements judgment, principal or interest is not collectible according to the contractual terms of the loan agreement. When conducting loan evaluations, management considers various factors such as historical loan performance, the financial
condition of the borrower and adequacy of collateral to determine if a loan is impaired. Impaired loans may be classified as either substandard or doubtful and reserved for based on individual loans risk for loss. Loans not considered impaired may
be classified as either special mention or watch and may be reserved for. Typically, unimpaired classified loans exhibit some form of weakness in either industry trends, collateral, or cash flow that result in a default risk greater than that of the
Companys typical loan. All classified amounts include all unpaid interest and fees as well as the principal balance outstanding.

The measurement of impaired loans generally is based on the present value of future cash flows discounted at the historical effective interest rate, except that collateral-dependent loans generally are measured for impairment based on the
fair value of the collateral. When the measured amount of an impaired loan is less than the recorded investment in the loan, the impairment is recorded as a charge to income and a valuation allowance, which is included as a component of the
allowance for loan losses.

For loans not individually classified, Management considers the Banks recent charge off
history, the Banks current past due and non-accrual trends, banking industry trends and both local and national economic conditions when making an estimate as to the amount to reserve for losses. In todays economic climate, the Bank must
be mindful of its local economy and the current loan portfolio mix. Overall loan growth was sluggish in 2009 as unemployment in most of the Banks market area ranged from 11% to 15%. As real estate sales began to slow in early 2008, management
reduced the Banks exposure to construction lending. At December 31, 2009, the construction portfolio is slightly more than half of the balance at December 31, 2008. The Banks loan portfolio includes a significant amount of
commercial and multi-family real estate loans. If the local economy does not improve, these loans may experience higher levels of losses in the future. Management believes it has established the allowance in accordance with accounting principles
generally accepted in the United States of America and has taken into account the views of its regulators and the current economic environment.

Fixed Rate Mortgage Originations

The Company operates a mortgage company
that originates mortgage loans in the name of assorted investors, including Federal Home Loan Mortgage Corporation (Freddie Mac). Originations for Freddie Mac are sold through the Bank while originations to other investors are sold directly to those
investors. On a limited basis, loans sold to Freddie Mac may result in the Bank retaining loan servicing rights. In recent years, customers have chosen lower origination rates over having their loan locally serviced; thereby limiting the amount of
new loans sold with servicing retained. At December 31, 2009, the Bank maintained a servicing portfolio of one to four family real estate loans of approximately $27.9 million. For the years ended December 31, 2009 and December 31,
2008, the Bank has reviewed the value of the servicing asset as well as the operational cost associated with servicing the portfolio. After this review, the Bank has determined that the values of its servicing rights are not material to the
Companys consolidated financial statements.



35



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Real Estate Owned and Other Assets Owned

Assets acquired through, or in lieu of, loan foreclosure are carried at the lower of cost or fair value less selling expenses. Costs of improving the assets are capitalized, whereas costs relating to
holding the property are expensed. Management conducts periodic valuations and any adjustments to value are recognized in the current periods operations.

Brokered Deposits

The Company may choose to attract deposits from several
sources, including using outside brokers to assist in obtaining time deposits using national distribution channels. Brokered deposits offer the Company an alternative to Federal Home Loan Bank advances and local retail time deposits.

Repurchase Agreements

The Company sells investments from its portfolio to business and municipal customers with a written agreement to repurchase those investments on the next business day. The repurchase product gives
business customers the opportunity to earn income on liquid cash reserves. These funds are overnight borrowings of the Company secured by Company assets and are not FDIC insured. The Company has also entered into two long-term repurchase agreements
with third parties as discussed in Note 8 of the consolidated financial statements.

Revenue Recognition

Mortgage loans held for sale are generally delivered to secondary market investors under firm sales commitments entered into prior to the
closing of the individual loan. Loan sales and related gains or losses are recognized at settlement. Loan fees earned for the servicing of secondary market loans are recognized as earned.

Interest income on loans receivable is reported on the interest method. Interest income is not reported when full loan repayment is in doubt,
typically when the loan is impaired or payments are past due more than 90 days. Interest earned as reported as income is reversed on any loans classified as impaired or past due more than 90 days. Interest may continue to accrue on loans over 90
days past due if they are well secured and in the process of collection.

Income Taxes

Income taxes are accounted for through the use of the asset and liability method. Under the asset and liability method, deferred taxes are
recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The
effect on deferred taxes of a change in tax rates would be recognized in income in the period that includes the enactment date. The Company files its federal income tax return on a consolidated basis with its subsidiaries. The Company files its
Tennessee state income tax return on a consolidated basis. All taxes are accrued on a separate entity basis.

Operating
Segments

The Companys continuing operations include one primary segment, retail banking. The retail banking segment
involves the origination of commercial, residential and consumer loans as well as the collections of deposits in eighteen branch offices.



36



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Premises and Equipment

Land, land improvements, buildings, and furniture
and equipment are carried at cost, less accumulated depreciation and amortization. Buildings and land improvements are depreciated generally by the straight-line method, and furniture and equipment are depreciated under various methods over the
estimated useful lives of the assets. The Company capitalizes interest expense on construction in process at a rate equal to the Companys cost of funds. The estimated useful lives used to compute depreciation are as follows:



|                        |  |           
|----------------------- |  | ----------
|Land improvements       |  | 5-15 years
|Buildings               |  | 40 years  
|Furniture and equipment |  | 5-15 years

Goodwill

It is the Companys policy to review goodwill annually to determine if impairment exist. On October 7, 2009, the
Company determined that all goodwill outstanding at September 30, 2009 was impaired and therefore should be charged off. At December 31, 2009, the Company has charged off all goodwill.

Intangible Assets

The intangible assets for insurance contracts and core deposits related to the Fulton acquisition of September 2002 was amortized using the straight-line method over the estimated period of benefit of seven years and was fully amortized in
July of 2009. The core deposit intangible asset related to the middle Tennessee acquisition of June 2006 is amortized using the sum of the years digits method over an estimated period of nine years. The Company periodically evaluates the
recoverability of the intangible assets and takes into account events or circumstances that warrant a revised estimate of the useful lives or indicates that impairment exists.

Bank Owned Life Insurance

Bank Owned Life Insurance policies (BOLI) are recorded at the cash surrender value or the amount to be realized upon current redemption. The realization of the redemption value is evaluated for each
insuring entity that holds insurance contracts annually by management

Advertising

The Company expenses the production cost of advertising as incurred.

Financial Instruments

The Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and commercial letters of credit. Such financial instruments are recorded in the
consolidated financial statements when they are funded or related fees are incurred or received.



37



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Derivative Instruments:

Under guidelines ASC 815, Accounting for Derivative Instruments and Hedging Activities, as amended, all derivative instruments are required to be carried at fair value on the consolidated balance sheet. ASC 815 provides special hedge
accounting provisions, which permit the change in fair value of the hedge item related to the risk being hedged to be recognized in earnings in the same period and in the same income statement line as the change in the fair value of the derivative.

A derivative instrument designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset,
liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges under ASC 815. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected
future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash value hedges are accounted for by recording the fair value of the derivative instrument and the fair value related to the risk being hedged of the
hedged asset or liability on the consolidated balance sheet with corresponding offsets recorded in the consolidated balance sheet. The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of
the derivative is recorded as a freestanding asset or liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the income or
expense recorded on the hedged asset or liability.

Under both the fair value and cash flow hedge methods, derivative gains and
losses not effective in hedging the change in fair value or expected cash flows of the hedged item are recognized immediately in the income statement. At the hedges inception and at least quarterly thereafter, a formal assessment is performed
to determine whether changes in the fair values or cash flows of the derivative instrument has been highly effective in offsetting changes in the fair values or cash flows of the hedged items and whether they are expected to be highly effective in
the future. If it is determined a derivative instrument has not been, or will not continue to be highly effective as a hedge, hedged accounting is discontinued. ASC 815 basis adjustments recorded on hedged assets and liabilities are amortized over
the remaining life of the hedged item beginning no later than when hedge accounting ceases. There were no fair value hedging gains or losses, as a result of hedge ineffectiveness, recognized for the years ended December 31, 2009, 2008 and 2007.



38



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Fair Values of Financial Instruments

In October of 2008, the Bank entered
into an interest rate swap agreement for a term of seven years and an amount of $10 million. The Bank will pay a fixed rate of 7.27% for seven years and receive an amount equal to the three-month London Interbank Lending Rate (Libor) plus 3.10%. The
interest rate swap is classified as a cash flow hedge by the Bank and will be tested quarterly for effectiveness. At December 31, 2009, the cost of the Bank to terminate the cash flow hedge is approximately $643,000. The Bank, in the normal
course of business, originates fixed rate mortgages that are sold to the Federal Home Loan Mortgage Corporation (Freddie Mac). Upon tentative underwriting approval by Freddie Mac, the Bank issues a best effort commitment to originate a fixed rate
first mortgage under specific terms and conditions that the Bank intends to sell to Freddie Mac. The Bank no longer assumes a firm commitment to originate fixed rate loans, thus eliminating the risk of having to deliver loans they did not close or
pay commitment fees to make Freddie Mac whole.

ASC 825, Disclosures about Fair Value of Financial Instruments, requires
disclosure of fair value information about financial instruments, whether or not recognized in the consolidated balance sheets for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are
based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value
estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Fair value estimates are made at a point in time, based on relevant market information and
information about the financial instrument. Accordingly, such estimates involve uncertainties and matters of judgment and therefore cannot be determined with precision. ASC 825 excludes certain financial instruments and all non-financial instruments
from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following are the more significant methods and assumptions used by the Company in estimating its fair value disclosures for financial instruments:

Cash and cash equivalents

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate those assets fair values, because they mature within 90 days or less and do not present
credit risk concerns.

Available-for-sale and held-to-maturity securities

Fair values for investment securities available-for-sale and held-to-maturity are based on quoted market prices, where available. If quoted
market prices are not available, fair values are based on quoted market prices of comparable instruments provided by a third party pricing service. The Company reviews all securities in which the book value is greater than the market value for
impairment that is other than temporary. For securities deemed to be other than temporarily impaired, the Company reduces the book value of the security to its market value by recognizing an impairment charge on its income statement.



39



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Fair Values of Financial Instruments (Continued)

Loans receivable

The fair values for loans receivable are estimated using discounted cash flow analysis which considers future re-pricing dates
and estimated repayment dates, and further using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and
risk characteristics.

Accrued interest receivable

Fair value is estimated to approximate the carrying amount because such amounts are expected to be received within 90 days or less and any
credit concerns have been previously considered in the carrying value.

Other Assets  FDIC assessment

In November 2009, the FDIC issued a rule that required all insured depository institutions, with limited exceptions, to prepay their
estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012. The FDIC also adopted a uniform three-basis point increase in assessment rates effective on January 1, 2011. Included in other assets
at December 31, 2009 is $4.6 million in prepaid risk-based assessments, which includes $300,000 related to the fourth quarter of 2009 that would have otherwise been payable in the first quarter of 2010. This amount is included in deposit
insurance expense for 2009. The remaining $4.3 million in pre-paid deposit insurance is included in other assets in the accompanying consolidated balance sheet as of December 31, 2009.

Repurchase agreements

Overnight repurchase agreements have a fair value at book, given that they mature overnight. Longer maturity repurchase agreements are assigned a fair value of book given the limited nature of a secondary
market.

Bank owned life insurance

The fair value of bank owned life insurance is the cash surrender value of the policy less redemption charges. By surrendering the policy, the Company is also subject to federal income taxes on all
earnings previously recognized.

Deposits

The fair values disclosed for deposits with no stated maturity such as demand deposits, interest-bearing checking accounts and savings accounts are, by definition, equal to the amount payable on demand at
the reporting date (that is, their carrying amounts). The fair values for certificates of deposit and other fixed maturity time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on
such type accounts to a schedule of aggregated contractual maturities on such time deposits.



40



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Fair Values of Financial Instruments (Continued)

Advances from the
Federal Home Loan Bank (FHLB)

The fair value of these advances is estimated by discounting the future cash flows of these
advances using the current rates at which similar advances could be obtained.

FHLB stock

The fair value of FHLB stock is recognized at cost.

Subordinated debentures

The book value of subordinated debentures is cost.
The subordinated debentures re-price quarterly at a rate equal to three month libor plus 3.10%.

Dividend restrictions

The Company is not permitted to pay a dividend to common shareholders if they fail to make a quarterly interest payment to the
holders of the Companys subordinated debentures or fail to make a quarterly dividend payment on preferred shares owned by the United States Treasury Department. Furthermore, the Bank may be restricted in the payment of dividends to the Company
by the Banks primary regulator, the Office of Thrift Supervision (OTS). Any restrictions imposed by the OTS would effectively limit the Companys ability to pay a dividend to its common stockholders.

Off-Balance-Sheet Instruments

Off-balance-sheet lending commitments approximate their fair values due to the short period of time before the commitment expires.

Earnings Per Share

Earnings per share (EPS) consists of two separate components, basic EPS and diluted EPS. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for each period presented. Diluted EPS is
calculated by dividing net income by the weighted average number of common shares outstanding plus dilutive common stock equivalents (CSE). CSE consists of dilutive stock options granted through the Companys stock option plan. Restricted stock
awards represent future compensation expense and are dilutive. Common stock equivalents which are considered anti-dilutive are not included for the purposes of this calculation. Common stock warrants issued in December 2008 and all stock options
outstanding are currently anti-dilutive and are not included for the purposes of this calculation. Both EPS and diluted EPS are reduced by the amount of dividend payments on preferred stock and the accretion of the discount on the preferred stock.
For the year ended December 31, 2009, the effect of the Companys dividend payment on preferred stock and accretion of the preferred stock discount reduced the Companys earnings by $1.0 million, or $0.29 per share (basic and fully
diluted). For the year ended December 31, 2008, the effect of the Companys dividend payment on preferred stock and accretion of the preferred stock discount reduced the Companys earnings by $56,000, or $0.02 per share (basic and
fully diluted).



41



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies: (Continued)
|--- | -------------------------------------------------------

Stock Compensation

For the year ended December 31, 2008, the
implementation of ASC 718, Compensation  Stock Compensation, reduced net income by $9,100 and had no effect on either basic or fully diluted earnings per share. The implementation of this standard had no effect on the Companys net
income or earnings per share for the year ended December 31, 2009.

The Company utilized the Black-Sholes valuation model
to determine the fair value of stock options on the date of grant. The model derives the fair value of stock options based on certain assumptions related to the expected stock prices volatility, expected option life, risk-free rate of return and the
dividend yield of the stock. The expected life of options granted is estimated based on historical employee exercise behavior. The risk free rate of return coincides with the expected life of the options and is based on the ten year Treasury note
rate at the time the options are issued. The historical volatility levels of the Companys common stock are used to estimate the expected stock price volatility. The set dividend yield is used to estimate the expected dividend yield of the
stock.

At December 31, 2009, the Companys ability to issue additional options under the 1999 Stock Option Plan has
expired. Additional stock option information at December 31, 2009, includes:



|                                               |  |                    |  |                                |       |                                |           |                          |   |  
|---------------------------------------------- |  | ------------------ |  | ------------------------------ | ----- | ------------------------------ | --------- | ------------------------ | - | -
|                                               |  | OutstandingOptions |  | Weighted AverageExercise Price |       | Weighted AverageRemaining Term |           | AggregateIntrinsic Value
|Exercisable and outstanding, December 31, 2009 |  | 110,000            |  | $                              | 12.61 |                                | 1.8 years |                          | $ | 



42



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies:(Continued)
|--- | ------------------------------------------------------

Effect of New Accounting Pronouncements

In June 2009, the FASB issued FASB
ASC 105-10, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162, (SFAS 168). SFAS 168 establishes the FASB Accounting
Standards Codification as the source of authoritative generally accepted accounting principles for nongovernmental entities. SFAS 168 is effective for interim and annual periods ending after September 15, 2009 and is not expected to have
any impact on the Companys consolidated financial position.

On April 9, 2009, the FASB issued FSP SFAS 115-2 and
SFAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, (FSP SFAS 115-2 and SFAS 124-2), which was subsequently incorporated into ASC topic 320-10-65-1, Investments  Debt and Equity
Securities. ASC 320 categorizes losses on debt securities available-for-sale or held-to-maturity determined by management to be other-than-temporarily impaired into losses due to credit issues and losses related to all other
factors. Other-than-temporary impairment (OTTI) exists when it is more likely than not that the security will mature or be sold before its amortized cost basis can be recovered. An OTTI related to credit losses should be recognized through
earnings. An OTTI related to other factors should be recognized in other comprehensive income. The ASC does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity
securities. Annual disclosures required in ASC 320-10-65-1 are also required for interim periods (including the aging of securities with unrealized losses).

In April 2009, the FASB issued FSP SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That are
Not Orderly,which was subsequently incorporated into FASB ASC topic 820-10-65-4,Fair Value Measurements and Disclosures.This ASC recognizes that quoted prices may not be determinative of fair value when the volume and level
of trading activity has significantly decreased. The evaluation of certain factors may necessitate that fair value be determined using a different valuation technique. Fair value should be the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction, not a forced liquidation or distressed sale. If a transaction is considered to not be orderly, little, if any, weight should be placed on the transaction price. If there is not
sufficient information to conclude as to whether or not the transaction is orderly, the transaction price should be considered when estimating fair value. An entitys intention to hold an asset or liability is not relevant in determining
fair value. Quoted prices provided by pricing services may still be used when estimating fair value in accordance with ASC topic 820-10-65-4; however, the entity should evaluate whether the quoted prices are based on current information and
orderly transactions. Inputs and valuation techniques are required to be disclosed in addition to any changes in valuation techniques.



43



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies:(Continued)
|--- | ------------------------------------------------------

Effect of New Accounting Pronouncements (Continued)

FSP SFAS 107-1 and APB
28-1, Interim Disclosures about Fair Value of Financial Instruments,which was subsequently incorporated into ASC 825-10-65-1, Financial Instruments. ASC 825-10-65-1 requires disclosures about the fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in annual financial statements and also requires those disclosures in summarized financial information at interim reporting periods A publicly traded company includes any
company whose securities trade in a public market on either a stock exchange or in the over-the-counter market, or any company that is a conduit bond obligor. Additionally, when a company makes a filing with a regulatory agency in preparation
for sale of its securities in a public market it is considered a publicly traded company for this purpose.

The three staff
positions are effective for periods ending after June 15, 2009, with early adoption of all three permitted for periods ending after March 15, 2009. The Company adopted the staff positions for its second quarter 10-Q. With the
exception of ASC topic 320-10-65-1, the staff positions had no material impact on the consolidated financial statements of the Company.

Also on April 1, 2009, the FASB issued FSP SFAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which was subsequently incorporated into ASC 805,
Business Combinations, ASC 805 requires that assets acquired and liabilities assumed in a business combination that arise from a contingency be recognized at fair value. If fair value cannot be determined during the measurement
period as determined in ASC 805, the asset or liability can still be recognized if it can be determined that it is probable that the asset existed or the liability had been incurred as of the measurement date and if the amount of the asset or
liability can be reasonably estimated. If it is not determined to be probable that the asset/liability existed/was incurred or no reasonable amount can be determined, no asset or liability is recognized.

The entity should determine a rational basis for subsequently measuring the acquired assets and assumed liabilities. Contingent
consideration agreements should be recognized initially at fair value and subsequently reevaluated in accordance with guidance found in ASC 805. The ASC is effective for business combinations with an acquisition date on or after the beginning
of the Companys first annual reporting period beginning on or after December 15, 2008. The Company will assess the impact of the ASC if and when a future acquisition occurs.

In December 2009, the FASB issued FASB ASC 810, Consolidations. This accounting guidance was originally issued in June 2009 and is now
included in ASC 810. The guidance amends the consolidation guidance applicable for variable interest entities. This guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009,
and early adoption is prohibited. We do not anticipate the adoption of this standard will have a significant impact on the Companys consolidated financial statements.



44



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(1) | Summary of Significant Accounting Policies:(Continued)
|--- | ------------------------------------------------------

Effect of New Accounting Pronouncements (Continued)

In May 2009, the FASB
issued SFAS 165, Subsequent Events, which was subsequently incorporated into FASB ASC topic 855, Subsequent Events. ASC topic 855 provides guidance on when a subsequent event should be recognized in the financial statements. Subsequent
events that provide additional evidence about conditions that existed at the date of the balance sheet should be recognized at the balance sheet date. Subsequent events that provide evidence about conditions that arose after the balance sheet date
but before financial statements are issued, or are available to be issued, are not required to be recognized. The date through which subsequent events have been evaluated must be disclosed as well as whether it is the date the financial statements
were issued or the date the financial statements were available to be issued. For non-recognized subsequent events which should be disclosed to keep the financial statements from being misleading, the nature of the event and an estimate of its
financial effect, or a statement that such an estimate cannot be made, should be disclosed. ASC topic 855 is effective for interim or annual periods ending after June 15, 2009. The implementation of this standard did not have a
material impact on the consolidated financial statements of the Company.

ASC Topic 815, Derivatives and Hedging, amends
prior guidance to amend and expand the disclosure requirements for derivatives and hedging activities to provide greater transparency about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related
hedge items are accounted for under ASC Topic 815, and (iii) how derivative instruments and related hedged items affect an entitys financial position, results of operations and cash flows. To meet those objectives, the new authoritative
accounting guidance requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related
contingent features in derivative agreements. ASC 815 was effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

In June 2009,the Company adopted the provisions of ASC Topic 855, Subsequent Events. ASC Topic 855 establishes general
standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The Company evaluated all events or transactions that occurred after December 31, 2009, through
March 30, 2010, the date management issued these financial statements. During this period there were no material recognizable subsequent events that required recognition in our disclosures to the December 31, 2009 financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to
have a material impact on the Companys financial position, results of operations or cash flows.



45



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(2) | Securities:
|--- | -----------

Securities,
which consist of debt and equity investments, have been classified in the consolidated balance sheets according to managements intent. The carrying amount of securities available for sale and their estimated fair values follow:



|                                           |  |                   |         |            |       |            |        |   |           |        
|------------------------------------------ |  | ----------------- | ------- | ---------- | ----- | ---------- | ------ | - | --------- | -------
|                                           |  | December 31, 2009
|                                           |  |                   |         | Gross      |       | Gross      |        |   | Estimated
|                                           |  | Amortized         |         | Unrealized |       | Unrealized |        |   | Fair     
|                                           |  | Cost              |         | Gains      |       | Losses     |        |   | Value    
|Restricted:                                |  |                   |         |            |       |            |        |   |           |        
|FHLB stock                                 |  | $                 | 4,281   |            |      |            |       |   |           | 4,281  
|                                           |  |                   |         |            |       |            |        |   |           |        
|Unrestricted:                              |  |                   |         |            |       |            |        |   |           |        
|U.S. government and agency debt securities |  | $                 | 115,852 |            | 3,618 |            | (495   | ) |           | 118,975
|Tax free municipal bonds                   |  |                   | 49,896  |            | 1,354 |            | (96    | ) |           | 51,154 
|Taxable municipal bonds                    |  |                   | 2,815   |            | 5     |            | (66    | ) |           | 2,754  
|Trust preferred securities                 |  |                   | 2,000   |            |      |            | (574   | ) |           | 1,426  
|Mortgage-backed securities:                |  |                   |         |            |       |            |        |   |           |        
|GNMA                                       |  |                   | 27,919  |            | 679   |            | (89    | ) |           | 28,509 
|FNMA                                       |  |                   | 39,313  |            | 977   |            | (51    | ) |           | 40,239 
|FHLMC                                      |  |                   | 11,432  |            | 354   |            |       |   |           | 11,786 
|NON-AGENCY CMOs                            |  |                   | 17,056  |            | 161   |            | (917   | ) |           | 16,300 
|AGENCY CMOs                                |  |                   | 17,997  |            | 557   |            | (6     | ) |           | 18,548 
|                                           |  |                   |         |            |       |            |        |   |           |        
|                                           |  | $                 | 284,280 |            | 7,705 |            | (2,294 | ) |           | 289,691
|                                           |  |                   |         |            |       |            |        |   |           |        



46



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(2) | Securities: (Continued)
|--- | -----------------------



|                                       |  |                   |         |            |       |            |        |   |           |        
|-------------------------------------- |  | ----------------- | ------- | ---------- | ----- | ---------- | ------ | - | --------- | -------
|                                       |  | December 31, 2008
|                                       |  |                   |         | Gross      |       | Gross      |        |   | Estimated
|                                       |  | Amortized         |         | Unrealized |       | Unrealized |        |   | Fair     
|                                       |  | Cost              |         | Gains      |       | Losses     |        |   | Value    
|Restricted:                            |  |                   |         |            |       |            |        |   |           |        
|FHLB stock                             |  | $                 | 4,050   |            |      |            |       |   |           | 4,050  
|                                       |  |                   |         |            |       |            |        |   |           |        
|Unrestricted:                          |  |                   |         |            |       |            |        |   |           |        
|U.S. government agency debt securities |  | $                 | 114,365 |            | 3,363 |            | (113   | ) |           | 117,615
|Corporate bonds                        |  |                   | 1,015   |            |      |            | (137   | ) |           | 878    
|Municipal bonds                        |  |                   | 18,367  |            | 141   |            | (416   | ) |           | 18,092 
|Trust preferred securities             |  |                   | 2,000   |            |      |            | (377   | ) |           | 1,623  
|Mortgage-backed securities:            |  |                   |         |            |       |            |        |   |           |        
|GNMA                                   |  |                   | 26,028  |            | 731   |            |       |   |           | 26,759 
|FNMA                                   |  |                   | 33,505  |            | 733   |            | (27    | ) |           | 34,211 
|FHLMC                                  |  |                   | 14,181  |            | 279   |            | (1     | ) |           | 14,459 
|NON-AGENCY CMOs                        |  |                   | 13,692  |            | 23    |            | (1,802 | ) |           | 11,913 
|AGENCY CMOs                            |  |                   | 21,058  |            | 345   |            | (1     | ) |           | 21,402 
|                                       |  |                   |         |            |       |            |        |   |           |        
|                                       |  | $                 | 244,211 |            | 5,615 |            | (2,874 | ) |           | 246,952
|                                       |  |                   |         |            |       |            |        |   |           |        

The scheduled maturities of debt securities available
for sale at December 31, 2009 and 2008 were as follows:



|                                                 |  |           |         |           |   |        
|------------------------------------------------ |  | --------- | ------- | --------- | - | -------
|                                                 |  |           |         | Estimated
|                                                 |  | Amortized |         | Fair     
|                                                 |  | Cost      |         | Value    
|2009                                             |  |           |         |           |   |        
|Due within one year                              |  |           |        |           |   |       
|Due in one to five years                         |  |           | 2,827   |           |   | 2,850  
|Due in five to ten years                         |  |           | 19,595  |           |   | 19,695 
|Due after ten years                              |  |           | 86,639  |           |   | 87,350 
|                                                 |  |           |         |           |   |        
|                                                 |  | $         | 109,061 |           | $ | 109,895
|Amortizing agency bonds                          |  |           | 61,502  |           |   | 64,414 
|Mortgage-backed securities                       |  |           | 113,717 |           |   | 115,382
|                                                 |  |           |         |           |   |        
|Total unrestricted securities available for sale |  | $         | 284,280 |           | $ | 289,691
|                                                 |  |           |         |           |   |        



47



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)





|(2) | Securities: (Continued)
|--- | -----------------------



|                                                |  |               |         |                    |   |        
|----------------------------------------------- |  | ------------- | ------- | ------------------ | - | -------
|                                                |  | AmortizedCost |         | EstimatedFairValue
|2008                                            |  |               |         |                    |   |        
|Due within one year                             |  | $             | 1,471   |                    | $ | 1,336  
|Due in one to five years                        |  |               | 8,835   |                    |   | 9,040  
|Due in five to ten years                        |  |               | 19,710  |                    |   | 20,655 
|Due after ten years                             |  |               | 42,977  |                    |   | 42,998 
|                                                |  |               |         |                    |   |        
|                                                |  |               | 72,993  |                    |   | 74,029 
|Amortizing agency bonds                         |  |               | 62,754  |                    |   | 64,179 
|Mortgage-backed securities                      |  |               | 108,464 |                    |   | 108,744
|                                                |  |               |         |                    |   |        
|Total unrestricted securitiesavailable for sale |  | $             | 244,211 |                    | $ | 246,952
|                                                |  |               |         |                    |   |        

FHLB stock is an equity interest in the Federal Home
Loan Bank. FHLB stock does not have a readily determinable fair value because ownership is restricted and a market is lacking. FHLB stock is classified as a restricted investment security, carried at cost and evaluated for impairment. The estimated
fair value and unrealized loss amounts of temporarily impaired investments as of December 31, 2009 are as follows:



|                                           |  |                     |        |                  |                     |   |                     |       |                  |        |   |                     |        |                  |        |  
|------------------------------------------ |  | ------------------- | ------ | ---------------- | ------------------- | - | ------------------- | ----- | ---------------- | ------ | - | ------------------- | ------ | ---------------- | ------ | -
|                                           |  | Less than 12 months |        |                  | 12 months or longer |   |                     | Total |                 
|                                           |  | EstimatedFair Value |        | UnrealizedLosses |                     |   | EstimatedFair Value |       | UnrealizedLosses |        |   | EstimatedFair Value |        | UnrealizedLosses |       
|Available for sale                         |  |                     |        |                  |                     |   |                     |       |                  |        |   |                     |        |                  |        |  
|U.S. government and agency debt securities |  | $                   | 21,557 |                  | (493                | ) |                     | 625   |                  | (2     | ) |                     | 22,182 |                  | (495   | )
|Taxable municipal bonds                    |  |                     | 1,654  |                  | (66                 | ) |                     |      |                  |       |   |                     | 1,654  |                  | (66    | )
|Tax free municipal bonds                   |  |                     | 5,675  |                  | (58                 | ) |                     | 3,091 |                  | (38    | ) |                     | 8,766  |                  | (96    | )
|Trust preferred securities                 |  |                     |       |                  |                    |   |                     | 1,426 |                  | (574   | ) |                     | 1,426  |                  | (574   | )
|Mortgage-backed securities:                |  |                     |        |                  |                     |   |                     |       |                  |        |   |                     |        |                  |        |  
|GNMA                                       |  |                     | 9,382  |                  | (89                 | ) |                     |      |                  |       |   |                     | 9,382  |                  | (89    | )
|FNMA                                       |  |                     | 8,650  |                  | (45                 | ) |                     | 776   |                  | (6     | ) |                     | 9,426  |                  | (51    | )
|FHLMC                                      |  |                     |       |                  |                    |   |                     |      |                  |       |   |                     |       |                  |       |  
|NON-AGENCY CMOs                            |  |                     | 8,852  |                  | (304                | ) |                     | 3,219 |                  | (613   | ) |                     | 12,071 |                  | (917   | )
|AGENCY CMOs                                |  |                     | 2,004  |                  | (6                  | ) |                     |      |                  |       |   |                     | 2,004  |                  | (6     | )
|                                           |  |                     |        |                  |                     |   |                     |       |                  |        |   |                     |        |                  |        |  
|Total Available for Sale                   |  | $                   | 57,774 |                  | (1,061              | ) |                     | 9,137 |                  | (1,233 | ) |                     | 66,911 |                  | (2,294 | )
|                                           |  |                     |        |                  |                     |   |                     |       |                  |        |   |                     |        |                  |        |  



48



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(2) | Securities: (Continued)
|--- | -----------------------

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluations. Consideration is given to (1) the length of time and the
extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient
to allow for any anticipated recovery in fair value.

At December 31, 2009, the Company has 57 securities with unrealized
losses. With the exception of two bonds discussed below, Management believes these unrealized losses relate to changes in interest rates and not credit quality. Management also believes the Company has the ability to hold these securities until
maturity or for the foreseeable future and therefore no declines are deemed to be other than temporary.

The Companys
most recent review for other than temporary impairment indicated that two private label cmos were other than temporarily impaired due to adverse credit quality. As a result, the Company reduced the book balance of two private label CMOs
as follows:



|          |  |                  |  |                  |            |                              |      |                        |   |        
|--------- |  | ---------------- |  | ---------------- | ---------- | ---------------------------- | ---- | ---------------------- | - | -------
|CUSIP     |  | Description      |  | CurrentPar Value |            | Current MoodysCredit Rating |      | ImpairmentCharge Taken
|362290AC2 |  | GSR 2007 TR AR1  |  |                  | $1,264,199 |                              | CCC  |                        | $ | 180,000
|12638PCQ0 |  | CSMC 2007-3 4A15 |  |                  | $1,222,083 |                              | Caa3 |                        | $ | 20,000 

As part of its
normal course of business, the Bank holds significant balances of municipal and other deposits that require the Bank to pledge investment instruments as collateral. At December 31, 2009, the Bank pledged investments with a book value of $84.3
million and a market value of approximately $86.5 million to various municipal entities as required by law. The Bank has pledged various investments with a book value of $25.5 million and a market value of $26.7 million to the Federal Home Loan Bank
of Cincinnati to provide for a higher level of available borrowings. In addition, the Bank has provided $30.5 million of letters of credit issued by the Federal Home Loan Bank of Cincinnati to collateralize municipal deposits. The collateral for
these letters of credit are the Banks one to four family loan portfolio, commercial real estate portfolio and its multi-family loan portfolio.

During 2009, the Company sold investment securities classified as available-for-sale for proceeds of $80.5 million resulting in gross gains of $2.7 million and gross losses of $17,000. During 2008, the
Company sold investment securities classified as available for sale for proceeds of $25.4 million resulting in gross gains of $708,000 and gross losses of $17,000. During 2008, the Company had one held to maturity security with a par value of $1.5
million and purchased at a discount called at par, resulting in a $27,000 gain. During 2007, the Company sold investments securities classified as available-for-sale for proceeds of $1.5 million resulting in gross gains of $6,000.



49



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(2) | Securities: (Continued)
|--- | -----------------------

At December 31, 2009, the Company had no investments classified as held to maturity. The carrying amount of securities held to maturity at December 31, 2008, and their estimated fair values follow:



|                            |  |                   |     |                      |   |                       |   |                    |    
|--------------------------- |  | ----------------- | --- | -------------------- | - | --------------------- | - | ------------------ | ---
|                            |  | December 31, 2008
|                            |  | AmortizedCost     |     | GrossUnrealizedGains |   | GrossUnrealizedLosses |   | EstimatedFairValue
|Held to maturity securities |  |                   |     |                      |   |                       |   |                    |    
|Mortgage-backed securities: |  |                   |     |                      |   |                       |   |                    |    
|GNMA                        |  | $                 | 396 |                      |  |                       |  |                    | 396
|FNMA                        |  |                   | 58  |                      | 1 |                       |  |                    | 59 
|                            |  |                   |     |                      |   |                       |   |                    |    
|                            |  |                   | 454 |                      | 1 |                       |  |                    | 455
|                            |  |                   |     |                      |   |                       |   |                    |    
|                            |  | $                 | 454 |                      | 1 |                       |  |                    | 455
|                            |  |                   |     |                      |   |                       |   |                    |    

The scheduled maturities of debt securities held to
maturity at December 31, 2008 were as follows:



|                                               |  |               |     |                    |    
|---------------------------------------------- |  | ------------- | --- | ------------------ | ---
|                                               |  | AmortizedCost |     | EstimatedFairValue
|2008                                           |  |               |     |                    |    
|Due within one year                            |  | $             |    |                    |   
|Due in one to five years                       |  |               |    |                    |   
|Due in five to ten years                       |  |               |    |                    |   
|Due after ten years                            |  |               |    |                    |   
|                                               |  |               |     |                    |    
|                                               |  |               |    |                    |   
|Mortgage-backed securities                     |  |               | 454 |                    | 455
|                                               |  |               |     |                    |    
|Total unrestricted securities held to maturity |  | $             | 454 |                    | 455
|                                               |  |               |     |                    |    



50



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands, Except
Percentages)



|(3) | Loans Receivable, Net:
|--- | ----------------------

The components of loans receivable in the consolidated balance sheets as of December 31, 2009 and December 31, 2008, were as follows:



|                                                |  |                  |         |   |                   |       |   |                  |   |         |                   |  |       |  
|----------------------------------------------- |  | ---------------- | ------- | - | ----------------- | ----- | - | ---------------- | - | ------- | ----------------- |  | ----- | -
|                                                |  | 12/31/2009Amount |         |   | 12/31/2009Percent |       |   | 12/31/2008Amount |   |         | 12/31/2008Percent | 
|Real estate loans:                              |  |                  |         |   |                   |       |   |                  |   |         |                   |  |       |  
|One-to-four family (closed end) first mortgages |  | $                | 195,665 |   |                   | 30.0  | % |                  | $ | 178,862 |                   |  | 28.2  | %
|Second mortgages (closed end)                   |  |                  | 7,616   |   |                   | 1.2   | % |                  |   | 8,404   |                   |  | 1.3   | %
|Home equity lines of credit                     |  |                  | 37,542  |   |                   | 5.8   | % |                  |   | 36,332  |                   |  | 5.8   | %
|Multi-family                                    |  |                  | 46,325  |   |                   | 7.1   | % |                  |   | 36,857  |                   |  | 5.8   | %
|Construction                                    |  |                  | 33,216  |   |                   | 5.1   | % |                  |   | 62,300  |                   |  | 9.8   | %
|Commercial real estate                          |  |                  | 254,067 |   |                   | 39.0  | % |                  |   | 223,180 |                   |  | 35.2  | %
|                                                |  |                  |         |   |                   |       |   |                  |   |         |                   |  |       |  
|Total mortgage loans                            |  |                  | 574,431 |   |                   | 88.2  | % |                  |   | 545,935 |                   |  | 86.1  | %
|                                                |  |                  |         |  
|Loans secured by deposits                       |  |                  | 4,075   |   |                   | 0.6   | % |                  |   | 3,949   |                   |  | 0.6   | %
|Other consumer loans                            |  |                  | 17,908  |   |                   | 2.8   | % |                  |   | 19,731  |                   |  | 3.1   | %
|Commercial loans                                |  |                  | 54,531  |   |                   | 8.4   | % |                  |   | 64,595  |                   |  | 10.2  | %
|                                                |  |                  |         |   |                   |       |   |                  |   |         |                   |  |       |  
|Total other loans                               |  |                  | 76,514  |   |                   | 11.8  | % |                  |   | 88,275  |                   |  | 13.9  | %
|                                                |  |                  |         |   |                   |       |   |                  |   |         |                   |  |       |  
|Total loans, gross                              |  |                  | 650,945 |   |                   | 100.0 | % |                  |   | 634,210 |                   |  | 100.0 | %
|                                                |  |                  |         |   |                   |       |   |                  |   |         |                   |  |       |  
|Deferred loan cost, net of income               |  |                  | 261     |   |                   |       |   |                  |   | 279     |                   |  |       |  
|                                                |  |                  |         |  
|Less allowance for loan losses                  |  |                  | (8,851  | ) |                   |       |   |                  |   | (6,133  | )                 |  |       |  
|                                                |  |                  |         |   |                   |       |   |                  |   |         |                   |  |       |  
|Total loans                                     |  | $                | 642,355 |   |                   |       |   |                  | $ | 628,356 |                   |  |       |  
|                                                |  |                  |         |   |                   |       |   |                  |   |         |                   |  |       |  

The Company originates most fixed rate loans for immediate sale to the Federal Home Loan Mortgage
Corporation (FHLMC) or other investors. Generally, the sale of such loans is arranged shortly after the loan application is tentatively approved through commitments.

Loans serviced for the benefit of others totaled approximately $42.1 million, $35.2 million and $44.4 million at December 31, 2009, 2008 and 2007, respectively. At December 31, 2009,
approximately $27.9 million of the $42.1 million in loans serviced by the Company are serviced for the benefit of Freddie Mac. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow amounts, disbursing
payments to investors and foreclosure processing. Qualified one-to-four family first mortgage loans, non-residential real estate loans, multi-family loans and commercial real estate loans are pledged to the Federal Home Loan Bank of Cincinnati as
discussed in note 7.



51



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)





|(3) | Loans Receivable, Net (Continued)
|--- | ---------------------------------

Impaired loans and related valuation allowance amounts at December 31, 2009 and 2008 were as follows:



|                    |  |      |        |      |       
|------------------- |  | ---- | ------ | ---- | ------
|                    |  | 2009 |        | 2008
|Recorded investment |  | $    | 35,534 |      | 11,293
|                    |  |      |        |      |       
|Valuation allowance |  | $    | 2,512  |      | 731   
|                    |  |      |        |      |       

The average recorded investment in impaired loans for
the years ended December 31, 2009, 2008 and 2007 was $27.7 million, $9.0 million and $1.9 million, respectively. As of December 31, 2009, all interest income recognized on impaired loans was reversed, resulting in a $229,000 reduction in
net interest income, a $151,000 reduction in net income and a $0.04 reduction in earnings per share (basic and fully diluted). Interest income recognized on impaired loans was $143,000 in 2008. Interest income recognized on impaired loans was not
significant for the year ended December 31, 2007.

An analysis of the change in the allowance for loan losses for the
years ended December 31, 2009, 2008 and 2007 follows:



|                             |  |      |        |   |      |        |   |      |       |  
|---------------------------- |  | ---- | ------ | - | ---- | ------ | - | ---- | ----- | -
|                             |  | 2009 |        |   | 2008 |        |   | 2007 |      
|Balance at beginning of year |  | $    | 6,133  |   |      | 4,842  |   |      | 4,470 |  
|Loans charged off            |  |      | (1,836 | ) |      | (1,414 | ) |      | (921  | )
|Recoveries                   |  |      | 355    |   |      | 288    |   |      | 317   |  
|Provision for loan losses    |  |      | 4,199  |   |      | 2,417  |   |      | 976   |  
|                             |  |      |        |   |      |        |   |      |       |  
|Balance at end of year       |  | $    | 8,851  |   |      | 6,133  |   |      | 4,842 |  
|                             |  |      |        |   |      |        |   |      |       |  



52



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(3) | Loans Receivable, Net (Continued)
|--- | ---------------------------------

Non-accrual loans totaled $11.2 million and $7.3 million at December 31, 2009, and December 31, 2008, respectively. Interest income foregone on such loans totaled $186,000 at December 31, 2008, and $679,000 at
December 31, 2009. The Company is not committed to lend additional funds to borrowers whose loans have been placed on a non-accrual basis. There were no loans past due more than three months and still accruing interest as of December 31,
2009, and December 31, 2008. At December 31, 2007, the Company had $46,000 in loans past due more than three months and still accruing interest. For the years ended December 31, 2009, and December 31, 2008, the components of the
Companys balances of non-performing loans are as follows:



|                                                |  |            |        |   |            |       |  
|----------------------------------------------- |  | ---------- | ------ | - | ---------- | ----- | -
|                                                |  | 12/31/2009 |        |   | 12/31/2008 |      
|Real estate loans:                              |  |            |        |   |            |       |  
|One-to-four family (closed end) first mortgages |  | $          | 1,399  |   |            | 1,254 |  
|Home equity lines of credit                     |  |            |       |   |            | 86    |  
|Multi-family                                    |  |            | 4,851  |   |            |      |  
|Construction                                    |  |            | 572    |   |            | 341   |  
|Land                                            |  |            | 3,503  |   |            | 5,052 |  
|Non-residential real estate                     |  |            | 490    |   |            | 427   |  
|Consumer loans                                  |  |            | 27     |   |            | 55    |  
|Commercial loans                                |  |            | 367    |   |            | 106   |  
|                                                |  |            |        |   |            |       |  
|Total non-performing loans                      |  | $          | 11,209 |   |            | 7,321 |  
|                                                |  |            |        |   |            |       |  
|Non-performing loans to total loans ratio       |  |            | 1.72   | % |            | 1.16  | %
|                                                |  |            |        |   |            |       |  

The Company originates loans to officers and directors and their affiliates at terms substantially identical
to those available to other borrowers. Loans to officers and directors at December 31, 2009 and December 31, 2008, were approximately $9,892,000 and $10,989,000, respectively. At December 31, 2009, funds committed that were
undisbursed to officers and directors approximated $2.5 million.

The following summarizes activity of loans to officers and
directors and their affiliates for the years ended December 31, 2009, and December 31, 2008:



|                               |  |      |         |   |      |   |        |  
|------------------------------ |  | ---- | ------- | - | ---- | - | ------ | -
|                               |  | 2009 |         |   | 2008 |  
|Balance at beginning of period |  | $    | 10,989  |   |      |   | 11,382 |  
|New loans                      |  |      | 10,879  |   |      |   | 6,358  |  
|Principal repayments           |  |      | (11,976 | ) |      |   | (6,751 | )
|                               |  |      |         |   |      |   |        |  
|Balance at end of period       |  | $    | 9,892   |   |      | $ | 10,989 |  
|                               |  |      |         |   |      |   |        |  



53



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(4) | Premises and Equipment:
|--- | -----------------------

Components of premises and equipment included in the consolidated balance sheets as of December 31, 2009, and December 31, 2008, consisted of the following:



|                              |  |      |        |      |       
|----------------------------- |  | ---- | ------ | ---- | ------
|                              |  | 2009 |        | 2008
|Land                          |  | $    | 5,560  |      | 5,560 
|Land improvements             |  |      | 482    |      | 468   
|Buildings                     |  |      | 20,043 |      | 19,859
|Furniture and equipment       |  |      | 6,336  |      | 6,101 
|                              |  |      |        |      |       
|                              |  |      | 32,421 |      | 31,988
|                              |  |     
|Less accumulated depreciation |  |      | 7,093  |      | 5,545 
|                              |  |      |        |      |       
|                              |  | $    | 25,328 |      | 26,443
|                              |  |      |        |      |       

Depreciation expense was approximately $1,548,000,
$1,464,000 and $1,284,000 for the years ended December 31, 2009, 2008 and 2007, respectively. For the year ended December 31, 2007, the Company capitalized interest expenses related to construction in process of approximately $27,000. The
Company did not capitalize any interest expenses in 2008 or 2009.



|(5) | Goodwill and Intangible Assets:
|--- | -------------------------------

Goodwill is tested for impairment on an annual basis and as events or circumstances change that would more likely than not reduce fair value below its carrying amount. In 2009, the Company determined that its goodwill was other than
temporarily impaired. As a result, the Company incurred a goodwill impairment charge of $4,989,000 that was effective September 30, 2009.



54



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(5) | Goodwill and Intangible Assets (continued)
|--- | ------------------------------------------

The amount of other intangible assets and the changes in the carrying amounts of other intangible assets for the years ended December 31, 2009, 2008 and 2007:



|                           |  |                        |       |   |                              |     |   |       |   |       |  
|-------------------------- |  | ---------------------- | ----- | - | ---------------------------- | --- | - | ----- | - | ----- | -
|                           |  | CoreDepositsIntangible |       |   | InsuranceContractsIntangible |     |   | Total |  
|Balance, December 31, 2006 |  | $                      | 3,576 |   |                              | 50  |   |       |   | 3,626 |  
|Amortization               |  |                        | (911  | ) |                              | (50 | ) |       |   | (961  | )
|                           |  |                        |       |   |                              |     |   |       |   |       |  
|Balance, December 31, 2007 |  |                        | 2,665 |   |                              |    |   |       |   | 2,665 |  
|Amortization               |  |                        | (847  | ) |                              |    |   |       |   | (847  | )
|                           |  |                        |       |   |                              |     |   |       |   |       |  
|Balance December 31, 2008  |  |                        | 1,818 |   |                              |    |   |       |   | 1,818 |  
|                           |  |                        |       |   |                              |     |   |       |   |       |  
|Amortization               |  |                        | (650  | ) |                              |    |   |       |   | (650  | )
|                           |  |                        |       |   |                              |     |   |       |   |       |  
|Balance December 31, 2009  |  | $                      | 1,168 |   |                              |    |   |       | $ | 1,168 |  
|                           |  |                        |       |   |                              |     |   |       |   |       |  

The estimated amortization expense for intangible assets for the subsequent years is as follows:



|      |  |                       |      
|----- |  | --------------------- | -----
|      |  | CoreDepositIntangible
|2010  |  |                       | 357  
|2011  |  |                       | 292  
|2012  |  |                       | 227  
|2013  |  |                       | 162  
|2014  |  |                       | 97   
|2015  |  |                       | 33   
|      |  |                       |      
|Total |  | $                     | 1,168
|      |  |                       |      



55



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(6) | Deposits:
|--- | ---------

At
December 31, 2009, the scheduled maturities of other time deposits were as follows:



|     |  |   |        
|---- |  | - | -------
|2010 |  | $ | 315,872
|2011 |  |   | 126,855
|2012 |  |   | 50,788 
|2013 |  |   | 42,948 
|2014 |  |   | 22,920 
|     |  |   |        
|     |  | $ | 559,383
|     |  |   |        

The amount of other time deposits with a minimum
denomination of $100,000 was approximately $266.8 million and $218.9 million at December 31, 2009 and 2008, respectively. At December 31, 2009, directors, members of senior management and their affiliates had deposits in the Bank of
approximately $2.4 million.

Interest expense on deposits for the years ended December 31, 2009, December 31,
2008 and December 31, 2007 is summarized as follows:



|                        |  |      |        |      |        |      |       
|----------------------- |  | ---- | ------ | ---- | ------ | ---- | ------
|                        |  | 2009 |        | 2008 |        | 2007
|Demand and NOW accounts |  | $    | 1,450  |      | 2,276  |      | 3,216 
|Money market accounts   |  |      | 59     |      | 271    |      | 514   
|Savings                 |  |      | 120    |      | 405    |      | 887   
|Other time deposits     |  |      | 19,204 |      | 17,837 |      | 17,662
|                        |  |      |        |      |        |      |       
|                        |  | $    | 20,833 |      | 20,789 |      | 22,279
|                        |  |      |        |      |        |      |       

The Bank maintains clearing arrangements for its
demand, NOW and money market accounts with BBVA Compass Bank. The Bank is required to maintain certain cash reserves in its account to cover average daily clearings. At December 31, 2009, average daily clearings were approximately $5.5 million.

At December 31, 2009, the Company had approximately $602,000 of deposit accounts in overdraft status and thus has been
reclassified to loans on the accompanying consolidated balance sheet. At December 31, 2008, the Company had approximately $520,000 of deposit accounts in overdraft status and thus has been reclassified to loans on the accompanying consolidated
balance sheet. At December 31, 2009 and December 31, 2008, the Company had deposits classified as brokered deposits totaling $83.3 million and $67.9 million, respectively.



56



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands, Except
Percentages)



|(7) | Advances from Federal Home Loan Bank:
|--- | -------------------------------------

Federal Home Loan Bank (FHLB) advances are summarized as follows:



|                  |  |              |         |                      |      |   |        |   |                      |  |      |  
|----------------- |  | ------------ | ------- | -------------------- | ---- | - | ------ | - | -------------------- |  | ---- | -
|                  |  | December 31, |        
|                  |  | 2009         |         |                      | 2008 |  
|Types of Advances |  | Amount       |         | WeightedAverage Rate |      |   | Amount |   | WeightedAverage Rate | 
|Fixed-rate        |  | $            | 94,465  |                      | 3.77 | % |        | $ | 108,012              |  | 3.73 | %
|Variable-rate     |  |              | 8,000   |                      | 1.05 | % |        |   | 22,000               |  | 0.90 | %
|                  |  |              |         |                      |      |   |        |   |                      |  |      |  
|Total             |  | $            | 102,465 |                      | 3.56 | % |        | $ | 130,012              |  | 3.25 | %
|                  |  |              |         |                      |      |   |        |   |                      |  |      |  

Scheduled maturities of FHLB advances as of December 31, 2009 are as follows:



|                          |  |           |        |                    |      |   |              |   |                      |  |      |  
|------------------------- |  | --------- | ------ | ------------------ | ---- | - | ------------ | - | -------------------- |  | ---- | -
|Years Ending December 31, |  | FixedRate |        | Fixed RateAvg Cost |      |   | VariableRate |   | VariableRateAvg Cost | 
|2010                      |  | $         | 14,000 |                    | 3.50 | % |              | $ | 8,000                |  | 1.05 | %
|2011                      |  |           | 15,000 |                    | 4.36 | % |              |   |                     |  |     |  
|2012                      |  |           | 5,000  |                    | 1.83 | % |              |   |                     |  |     |  
|2013                      |  |           | 4,552  |                    | 3.30 | % |              |   |                     |  |     |  
|2014                      |  |           | 6,644  |                    | 3.16 | % |              |   |                     |  |     |  
|Thereafter                |  |           | 49,269 |                    | 3.99 | % |              |   |                     |  |     |  
|                          |  |           |        |                    |      |   |              |   |                      |  |      |  
|Total                     |  | $         | 94,465 |                    | 3.77 | % |              | $ | 8,000                |  | 1.05 | %
|                          |  |           |        |                    |      |   |              |   |                      |  |      |  

The Bank has an approved line of credit of $30.0 million at December 31, 2009 which is secured by a
blanket agreement to maintain residential first mortgage loans and non-residential real estate loans with a principal value of 125% of the outstanding advances and has a variable interest rate. At December 31, 2009, the Bank has access to the
full balance on both lines of credit. All borrowings with the FHLB are secured under a blanket agreement using the Banks portfolio of 1-4 family home loans and non-residential real estate loans as collateral. In addition, the Bank has pledged
investments with a book value of $25.5 million and a market value of $26.7 million. At December 31, 2009, the Bank could borrow a total of $99.2 million from the FHLB of Cincinnati. The Bank has an $8 million unsecured line of credit with BVA
Compass Bank of Birmingham, Alabama. The Companys overnight lines of credit with both the Federal Home Loan Bank of Cincinnati and Compass Bank had a zero balance at December 31, 2009.

At December 31, 2009, the Bank pledged investment securities with a book balance of $84.3 million and a market value of $86.5 million to
various municipalities. In addition to the pledged securities, the Bank has issued $30.5 million in letters of credit issued by the Federal Home Loan Bank of Cincinnati as collateral for select municipality deposits.



57



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands, Except
Percentages)



|(8) | Repurchase Agreements
|--- | ---------------------

In
2006, the Bank enhanced its cash management product line to include an automated sweep of excess funds from checking accounts to repurchase accounts, allowing interest to be paid on excess funds remaining in checking accounts of business and
municipal customers. Repurchase balances are overnight borrowings from customers and are not FDIC insured. In addition, the Company has entered into two long term repurchase agreements with third parties.

At December 31, 2009, the Company provided investment securities with a market value of $40.5 million and a book value of $39.8 million
as collateral for repurchase agreements. The maximum repurchase balances outstanding during the twelve month periods ending December 31, 2009 and December 31, 2008 was $40.6 million and $39.2 million, respectively.

At December 31, 2009 and December 31, 2008, the respective cost and maturities of the Companys repurchase agreements are as
follows:



|                  |  |         |        |              |      |   |          |           |          |                   
|----------------- |  | ------- | ------ | ------------ | ---- | - | -------- | --------- | -------- | ------------------
|2009              |  |         |        |              |      |   |          |           |         
|Third Party       |  | Balance |        | Average Cost |      |   | Maturity |           | Comments
|Deutsch Bank      |  |         | 10,000 |              | 4.28 | % |          | 9/5/2014  |          | Quarterly callable
|Merrill Lynch     |  |         | 6,000  |              | 4.36 | % |          | 9/18/2016 |          | Quarterly callable
|Various customers |  |         | 20,060 |              | .65  | % |          |           |          | Overnight         
|                  |  |         |        |              |      |   |          |           |          |                   
|Total             |  | $       | 36,060 |              | 2.27 | % |          |           |          |                   
|                  |  |         |        |              |      |   |          |           |          |                   



|                  |  |         |        |              |      |   |          |           |          |                   
|----------------- |  | ------- | ------ | ------------ | ---- | - | -------- | --------- | -------- | ------------------
|2008              |  |         |        |              |      |   |          |           |         
|Third Party       |  | Balance |        | Average Cost |      |   | Maturity |           | Comments
|Deutsch Bank      |  |         | 10,000 |              | 4.28 | % |          | 9/5/2014  |          | Quarterly callable
|Merrill Lynch     |  |         | 6,000  |              | 4.36 | % |          | 9/18/2016 |          | Quarterly callable
|Various customers |  |         | 12,680 |              | 1.00 | % |          |           |          | Overnight         
|                  |  |         |        |              |      |   |          |           |          |                   
|Total             |  | $       | 28,680 |              | 2.85 | % |          |           |          |                   
|                  |  |         |        |              |      |   |          |           |          |                   



58



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(9) | Financial Instruments:
|--- | ----------------------

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial
instruments include commitments to extend credit, standby letters of credit, and financial guarantees. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated
balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Companys exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial
guarantees written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making these commitments and conditional obligations as it does for on-balance-sheet instruments.



|                                   |  |              |        |      |   |       
|---------------------------------- |  | ------------ | ------ | ---- | - | ------
|                                   |  | December 31,
|                                   |  | 2009         |        | 2008
|Commitments to extend credit       |  | $            | 52,939 |      | $ | 53,836
|Standby letters of credit          |  |              | 1,905  |      |   | 3,577 
|Unused commercial lines of credit  |  |              | 11,815 |      |   | 13,095
|Unused home equity lines of credit |  |              | 31,158 |      |   | 32,626

Commitments to
extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since
many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customers creditworthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on managements credit evaluation of the counter-party. Collateral held varies but may include property, plant, and equipment and
income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most guarantees extend from
one to two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

The fair value of standby letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the likelihood of the
counter parties drawing on such financial instruments and the present creditworthiness of such counter parties. Such commitments have been made on terms which are competitive in the markets in which the Company operates, thus, the fair value of
standby letters of credit equals the carrying value for the purposes of this disclosure. The maximum potential amount of future payments that the Company could be required to make under the guarantees totaled $1,905,000 at December 31, 2009.



59



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(9) | Financial Instruments: (Continued)
|--- | ----------------------------------

In September 2006, the Financial Accounting Standards Board (FASB) issued ASC Topic 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring
fair value and expands disclosure about fair value. ASC 820 was effective for fiscal years beginning after November 15, 2007. ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable input and
minimize the use of unobservable inputs when measuring fair value. ASC 820 had no impact on the consolidated financial statements of HopFed Bancorp because the Company did not elect the fair value option for any financial instrument not presently
being accounted for at fair value.

HopFed Bancorp has developed a process for determining fair values. Fair value is based
upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models or processes that use primarily market based or based on third party market data, including interest rate
yield curves, option volatilities and other third party information. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. Furthermore, while the Company believes its valuation methods are appropriate and
consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financials instruments could result in a different estimate of fair value at the reporting date.

ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurement. The valuation hierarchy is based upon the
transparency of inputs to the valuation of an asset or liability as of the measurement date.



| |  |  | Level 1 is for assets and liabilities that management has obtained quoted prices (unadjusted for transaction cost) or identical assets or liabilities
in active markets that the Company has the ability to access as of the measurement date.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2 is for assets and liabilities in which significant unobservable inputs other than Level 1 prices such as quoted prices for similar assets and
liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3 is for assets and liabilities in which significant unobservable inputs that reflect a reporting entitys own assumptions about the
assumptions that market participants would use in pricing an asset or liability.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The fair value of
securities available for sale are determined by a matrix pricing, which is a mathematical technique what is widely used in the industry to value debt securities without relying exclusively on quoted prices for the individual securities in the
Companys portfolio but relying on the securities relationship to other benchmark quoted securities. Impaired loans are valued at the net present value of expected payments and considering the fair value of any assigned collateral.



60



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(9) | Financial Instruments: (Continued)
|--- | ----------------------------------

The Company has certain liabilities carried at fair value including interest rate swap agreements. The fair value of these liabilities is based on information obtained from a third party bank and is
reflected within level 2 of the valuation hierarchy.

Assets and Liabilities Measured on a Recurring Basis

The assets and liabilities measured at fair value on a recurring basis are summarized below:



|                              |  |                                                                  |         |                                                            |   |                                           |  |                                        |         |  |   |      
|----------------------------- |  | ---------------------------------------------------------------- | ------- | ---------------------------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | ------- |  | - | -----
|2009 Description              |  | Total carryingvalue in
theconsolidatedbalance sheet at12/31/2009 |         | Quoted PricesIn ActiveMarkets forIdentical Assets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Assets                        |  |                                                                  |         |                                                            |   |                                           |  |                                        |         |  |   |      
|                              |  |                                                                  |         |                                                           
|Available for sale securities |  | $                                                                | 289,691 |                                                            | $ |                                          |  | $                                      | 288,265 |  | $ | 1,426
|Bank owned life insurance     |  |                                                                  | 8,475   |                                                            |   |                                          |  |                                        | 8,475   |  |   |     
|Liabilities                   |  |                                                                  |         |                                                            |   |                                           |  |                                        |         |  |   |      
|Interest rate swap            |  | $                                                                | 643     |                                                            |   |                                          |  | $                                      | 643     |  | $ |     



|                              |  |                                                                  |         |                                                            |   |                                           |  |                                        |         |  |   |      
|----------------------------- |  | ---------------------------------------------------------------- | ------- | ---------------------------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | ------- |  | - | -----
|2008 Description              |  | Total carryingvalue in
theconsolidatedbalance sheet at12/31/2008 |         | Quoted PricesIn ActiveMarkets forIdentical Assets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Assets                        |  |                                                                  |         |                                                            |   |                                           |  |                                        |         |  |   |      
|                              |  |                                                                  |         |                                                           
|Available for sale securities |  | $                                                                | 246,952 |                                                            | $ |                                          |  | $                                      | 245,329 |  | $ | 1,623
|Bank owned life insurance     |  |                                                                  | 7,994   |                                                            |   |                                          |  |                                        | 7,994   |  |   |     
|                              |  |                                                                  |         |                                                           
|Liabilities                   |  |                                                                  |         |                                                            |   |                                           |  |                                        |         |  |   |      
|                              |  |                                                                  |         |                                                           
|Interest rate swap            |  | $                                                                | 1,175   |                                                            | $ |                                          |  | $                                      | 1,175   |  | $ |     



61



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(9) | Financial Instruments: (Continued)
|--- | ----------------------------------

The assets and liabilities measured at fair value on a non-recurring basis are summarized below:



|                                         |  |                                                                  |        |                                                            |   |                                           |   |                                        |   |       
|---------------------------------------- |  | ---------------------------------------------------------------- | ------ | ---------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- | - | ------
|2009 Description                         |  | Total carryingvalue in
theconsolidatedbalance sheet at12/31/2009 |        | Quoted PricesIn ActiveMarkets forIdentical Assets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3)
|Assets                                   |  |                                                                  |        |                                                            |   |                                           |   |                                        |   |       
|                                         |  |                                                                  |        |                                                           
|Other real estate owned                  |  | $                                                                | 1,868  |                                                            |  |                                           |  |                                        | $ | 1,868 
|Other assets owned                       |  | $                                                                | 15     |                                                            |  |                                           |  |                                        | $ | 15    
|Impaired loans, net of reserve of $2,512 |  | $                                                                | 33,022 |                                                            |  |                                           |  |                                        | $ | 33,022



|                                       |  |                                                                  |        |                                                            |   |                                           |   |                                        |   |       
|-------------------------------------- |  | ---------------------------------------------------------------- | ------ | ---------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- | - | ------
|2008 Description                       |  | Total carryingvalue in
theconsolidatedbalance sheet at12/31/2008 |        | Quoted PricesIn ActiveMarkets forIdentical Assets(Level 1) |   | SignificantOtherObservableInputs(Level
2) |   | SignificantUnobservableInputs(Level 3)
|Assets                                 |  |                                                                  |        |                                                            |   |                                           |   |                                        |   |       
|                                       |  |                                                                  |        |                                                           
|Other real estate owned                |  | $                                                                | 841    |                                                            |  |                                           |  |                                        | $ | 841   
|Other assets owned                     |  | $                                                                | 34     |                                                            |  |                                           |  |                                        | $ | 34    
|Impaired loans, net of reserve of $731 |  | $                                                                | 10,562 |                                                            |  |                                           |  |                                        | $ | 10,562



62



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(9) | Financial Instruments: (Continued)
|--- | ----------------------------------

Change in level 3 fair value measurements

The table below includes a
roll-forward of the balance sheet items for the years ended December 31, 2009 and 2008, (including the change in fair value) for financial instruments classified by HopFed Bancorp, Inc. within level 3 of the valuation hierarchy for assets and
liabilities measured at fair value on a recurring basis. When a determination is made to classify a financial instrument within level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the
overall fair value measurement. However, since level 3 financial instruments typically include, in addition to the unobservable or level 3 components, observable components (that is components that are actively quoted and can be validated to
external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.



|                                                                                                                              |  |              |       |      |                   |   |              |  |   |                   |   |  |   |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----- | ---- | ----------------- | - | ------------ |  | - | ----------------- | - |  | - | -
|                                                                                                                              |  | 2009         |       | 2008
|Twelve months ended December 31, (In thousands)                                                                               |  | Other Assets |       |      | Other Liabilities |   | Other Assets |  |   | Other Liabilities
|Fair value, January 1,                                                                                                        |  | $            | 1,623 |      |                   | $ |             |  | $ |                  |   |  | $ | 
|Total realized gains (losses) included in income                                                                              |  |              |      |      |                   |   |             |  |   |                  |   |  |   | 
|Change in unrealized gains (losses) included in other comprehensive income for assets and liabilities still held at year end. |  |              | (197  | )    |                   |   |             |  |   | (377              | ) |  |   | 
|Purchases, issuances and settlements, net                                                                                     |  |              |      |      |                   |   |             |  |   | 2,000             |   |  |   | 
|Transfers in and/or out of Level 3                                                                                            |  |              |      |      |                   |   |             |  |   |                  |   |  |   | 
|                                                                                                                              |  |              |       |      |                   |   |              |  |   |                   |   |  |   |  
|Fair value, December 31,                                                                                                      |  | $            | 1,426 |      |                   | $ |             |  | $ | 1,623             |   |  | $ | 
|                                                                                                                              |  |              |       |      |                   |   |              |  |   |                   |   |  |   |  



63



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(9) | Financial Instruments: (Continued)
|--- | ----------------------------------

The estimated fair values of financial instruments were as follows at December 31, 2009:



|                                                    |  |                |         |                    |        
|--------------------------------------------------- |  | -------------- | ------- | ------------------ | -------
|                                                    |  | CarryingAmount |         | EstimatedFairValue
|Financial Assets:                                   |  |                |         |                    |        
|Cash and due from banks                             |  | $              | 37,938  |                    | 37,938 
|Interest-earning deposits in Federal Home Loan Bank |  |                | 3,173   |                    | 3,173  
|Securities available for sale                       |  |                | 289,691 |                    | 289,691
|Federal Home Loan Bank stock                        |  |                | 4,281   |                    | 4,281  
|Loans receivable                                    |  |                | 642,355 |                    | 655,105
|Accrued interest receivable                         |  |                | 5,777   |                    | 5,777  
|Bank owned life insurance                           |  |                | 8,475   |                    | 8,475  
|Financial liabilities:                              |  |                |         |                    |        
|Deposits                                            |  |                | 794,144 |                    | 806,816
|Advances from borrowers for taxes and insurance     |  |                | 236     |                    | 236    
|Advances from Federal Home Loan Bank                |  |                | 102,465 |                    | 105,763
|Repurchase agreements                               |  |                | 36,060  |                    | 38,902 
|Subordinated debentures                             |  |                | 10,310  |                    | 10,091 
|Market value of interest rate swap                  |  |                | 643     |                    | 643    
|Off-balance-sheet liabilities:                      |  |                |         |                    |        
|Commitments to extend credit                        |  |                |        |                    |       
|Commercial letters of credit                        |  |                |        |                    |       



64



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(9) | Financial Instruments: (Continued)
|--- | ----------------------------------

The estimated fair values of financial instruments were as follows at December 31, 2008:



|                                                    |  |                |         |                    |        
|--------------------------------------------------- |  | -------------- | ------- | ------------------ | -------
|                                                    |  | CarryingAmount |         | EstimatedFairValue
|Financial Assets:                                   |  |                |         |                    |        
|Cash and due from banks                             |  | $              | 15,268  |                    | 15,268 
|Interest-earning deposits in Federal Home Loan Bank |  |                | 5,727   |                    | 5,727  
|Federal funds sold                                  |  |                | 16,080  |                    | 16,080 
|Securities available for sale                       |  |                | 246,952 |                    | 246,952
|Federal Home Loan Bank stock                        |  |                | 4,050   |                    | 4,050  
|Securities held to maturity                         |  |                | 454     |                    | 455    
|Loans receivable                                    |  |                | 628,356 |                    | 635,324
|Accrued interest receivable                         |  |                | 5,852   |                    | 5,852  
|Bank owned life insurance                           |  |                | 7,994   |                    | 7,994  
|Financial liabilities:                              |  |                |         |                    |        
|Deposits                                            |  |                | 713,005 |                    | 723,354
|Advances from borrowers for taxes and insurance     |  |                | 210     |                    | 210    
|Advances from Federal Home Loan Bank                |  |                | 130,012 |                    | 131,803
|Repurchase agreements                               |  |                | 28,680  |                    | 31,713 
|Subordinated debentures                             |  |                | 10,310  |                    | 13,602 
|Market value of interest rate swap                  |  |                | 1,175   |                    | 1,175  
|Off-balance-sheet liabilities:                      |  |                |         |                    |        
|Commitments to extend credit                        |  |                |        |                    |       
|Commercial letters of credit                        |  |                |        |                    |       



65



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(10) | Subordinated Debentures:
|---- | ------------------------

On September 25, 2003, the Company formed HopFed Capital Trust I (the Trust). The Trust is a statutory trust formed under the laws of the state of Delaware. In September 2003, the Trust issued variable rate capital securities with an
aggregate liquidation amount of $10,000,000 ($1,000 per preferred security) to a third-party investor. The Company then issued floating rate junior subordinated debentures aggregating $10,310,000 to the Trust. The junior subordinated debentures are
the sole assets of the Trust. The junior subordinated debentures and the capital securities pay interest and dividends, respectively, on a quarterly basis. The variable interest rate is the three-month LIBOR plus 3.10% adjusted quarterly (3.61% for
the quarter ending December 31, 2009). These junior subordinated debentures mature in 2033, at which time the capital securities must be redeemed. The junior subordinated debentures and capital securities can be redeemed contemporaneously, in
whole or in part, beginning October 8, 2008 at a redemption price of $1,000 per capital security.

The Company has
provided a full-irrevocable and unconditional guarantee on a subordinated basis of the obligations of the Trust under the capital securities in the event of the occurrence of an event of default, as defined in such guarantee. Debt issuance cost and
underwriting fees of $190,000 were capitalized related to the offering and are fully amortized at December 31, 2009.



|(11) | Concentrations of Credit Risk:
|---- | ------------------------------

Most of the Banks business activity is with customers located within the western part of the Commonwealth of Kentucky and middle and western Tennessee. One-to-four family residential and non residential real estate collateralize the
majority of the loans. The Bank requires collateral for the majority of loans.

The distribution of commitments to extend
credit approximates the distribution of loans outstanding. The contractual amounts of credit-related financial instruments such as commitments to extend credit and commercial letters of credit represent the amounts of potential accounting loss
should the contract be fully drawn upon, the customer default, and the value of any existing collateral become worthless. In October of 2008, the FDIC increased its deposit coverage on all accounts to $250,000. In addition, financial institutions
could choose to pay a higher premium to have all non-interest demand deposit balances insured. Compass Bank of Birmingham, Alabama, the Heritage Bank correspondent banker, elected to accept this additional coverage. Therefore, uninsured deposits are
limited to those balances transferred to an overnight federal funds account. During 2009, Heritage Bank chose not to transfer balances to an overnight federal funds account.

At December 31, 2009, all cash and cash equivalents are deposited with either Compass Bank or the Federal Home Loan Bank of Cincinnati
(FHLB). Compass Bank is a participant in the FDICs TALC program that provides 100% insurance for all funds in non-interest bearing accounts. All funds deposited into Compass Bank are placed in non-interest bearing accounts and are fully
insured by the FDIC. All deposits at the FHLB are liabilities of the individual bank and are not federally insured. The FHLB is a government sponsored enterprise (GSE) and has the highest rating available by all rating agencies. At December 31,
2009, total FHLB deposits were approximately $3.2 million, none of which is insured by the FDIC.



66



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(12) | Employee Benefit Plans:
|---- | -----------------------

Stock Option Plan

The following is a summary of stock options outstanding at December 31, 2009:



|              |       |                                      |     |                    |         |                    |        
|------------- | ----- | ------------------------------------ | --- | ------------------ | ------- | ------------------ | -------
|ExercisePrice |       | WeightedAverageRemainingLife (Years) |     | OutstandingOptions |         | OptionsExercisable
|$             | 12.33 |                                      | 1.6 |                    | 60,000  |                    | 60,000 
|              | 17.34 |                                      | 4.4 |                    | 20,000  |                    | 20,000 
|              | 10.00 |                                      | 0.4 |                    | 30,000  |                    | 30,000 
|              |       |                                      |     |                    |         |                    |        
|$             | 12.61 |                                      | 1.8 |                    | 110,000 |                    | 110,000
|              |       |                                      |     |                    |         |                    |        

On February 24, 1999, the Board of Directors of
the Company adopted the HopFed Bancorp, Inc. 1999 Stock Option Plan (Option Plan), which was subsequently approved at the 1999 Annual Meeting of Stockholders. Under the Option Plan, the Option Committee has discretionary authority to grant stock
options and stock appreciation rights to such employees, directors and advisory directors, as the committee shall designate. The Option Plan reserved 403,360 shares of common stock for issuance upon the exercise of options or stock appreciation
rights. At December 31, 2009, the Company can no longer issue options under this plan. The remaining 80,000 options are fully vested and outstanding until their maturity date. At December 31, 2009, the strike price of all outstanding
options is above the Companys current stock price.

On May 31, 2000, the Board of Directors of the Company adopted
the HopFed Bancorp, Inc. 2000 Stock Option Plan (the 2000 Option Plan). Under the 2000 Option Plan, the option committee has discretionary authority to grant stock options to such employees as the committee shall designate. The 2000
Option Plan reserves 40,000 shares of common stock for issuance upon the exercise of options. The Company will receive the exercise price for shares of common stock issued to 2000 Option Plan participants upon the exercise of their option. The Board
of Directors has granted options to purchase 40,000 shares of common stock under the 2000 Option Plan at an exercise price of $10.00 per share, which was the fair market value on the date of the grant. In 2008, 10,000 shares were exercised. The 2000
Stock Option Plan has 30,000 fully vested options outstanding.



67



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(12) | Employee Benefit Plans: (Continued)
|---- | -----------------------------------

Stock Option Plan (Continued)

The following summary represents the
activity under the stock option plans:



|                                   |  |                 |  |                                |      
|---------------------------------- |  | --------------- |  | ------------------------------ | -----
|                                   |  | Numberof Shares |  | Weighted AverageExercise Price
|Options outstanding, December 2007 |  | 273,752         |  | $                              | 15.22
|Granted                            |  |                |  |                                |     
|Exercised                          |  | 10,000          |  |                                | 10.00
|Forfeited                          |  |                |  |                                |     
|                                   |  |                 |  |                                |      
|Options outstanding, December 2008 |  | 263,752         |  |                                | 15.41
|Granted                            |  |                |  |                                |     
|Exercised                          |  |                |  |                                |     
|Forfeited                          |  | 153,752         |  | $                              | 17.42
|                                   |  |                 |  |                                |      
|Options outstanding, December 2009 |  | 110,000         |  | $                              | 12.61
|                                   |  |                 |  |                                |      

Stock options vest and become exercisable annually
over a four-year period from the date of the grant. All options are fully vested.

The value of vested options outstanding at
December 31, 2009 is $362,000 for options issued under the 1999 Plan and $108,600 for options vested under the 2000 Plan. No options vested in 2009. Shares issued for option exercises are expected to come from authorized but unissued shares. At
December 31, 2009, the Company has no unvested stock options.



68



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(12) | Employee Benefit Plans: (Continued)
|---- | -----------------------------------

2004 HopFed Bancorp Long Term Incentive Plan

On February 18, 2004,
the Board of Directors of the Company adopted the HopFed Bancorp, Inc. 2004 Long Term Incentive Plan (the Plan), which was subsequently approved at the 2004 Annual Meeting of Stockholders. Under the Plan, the Compensation Committee has discretionary
authority to grant up to 200,000 shares in the form of restricted stock grants, options, and stock appreciation rights to such employees, directors and advisory directors as the committee shall designate. The grants vest in equal installments over a
four-year period. Grants may vest immediately upon specific events, including a change of control of the Company, death or disability of award recipient, and termination of employment of the recipient by the Company without cause.

Awards are recognized as an expense to the Company in accordance with the vesting schedule. Awards in which the vesting is accelerated must
be recognized as an expense immediately. Awards are valued at the closing stock price on the day the award is granted. In 2009, the Compensation Committee granted a total of 9,571 shares with a market value of $92,600. In 2008, the Compensation
Committee granted a total of 11,962 shares with a market value of $160,000. In 2007, The Compensation Committee granted a total of 9,082 shares with a market value of $140,000. The Company recognized $152,000, $157,000, and $137,000 in compensation
expense in 2009, 2008 and 2007, respectively.



|                               |  |                     |    
|------------------------------ |  | ------------------- | ---
|Approximate Future Year Ending |  | CompensationExpense
|                              
|December 31, 2010              |  | $                   | 121
|December 31, 2011              |  | $                   | 81 
|December 31, 2012              |  | $                   | 43 
|December 31, 2013              |  | $                   | 11 

The Compensation
Committee may make additional awards of restricted stock, thereby increasing the future expense related to this plan. The early vesting of restricted stock awards due to factors outlined in the award agreement may accelerate future compensation
expenses related to the plan. However, the total amount of future compensation expense would not change as a result of an accelerated vesting of shares. At December 31, 2009, the Company has 139,130 restricted shares available from the HopFed
Bancorp, Inc. 2004 Long Term Incentive Plan that may be awarded.



69



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(12) | Employee Benefit Plans: (Continued)
|---- | -----------------------------------

401(K) Plan

During 2002, the Company initiated a 401(k) retirement
program. The 401(k) plan is available to all employees who meet minimum eligibility requirements. Participants may generally contribute up to 15% of earnings, and in addition, management will match employee contributions up to 4%. In addition, the
Company has chosen to provide all eligible employees an additional 4% of compensation without regards to the amount of the employee contribution. Expense related to Company contributions amounted to $617,000, $587,000, and $427,000 in 2009, 2008 and
2007, respectively.

Deferred Compensation Plan

During the third quarter of 2002, the Company purchased assets and assumed the liabilities relating to a nonqualified deferred compensation
plan for certain employees of the Fulton division. The Company owns single premium life insurance policies on the life of each participant and is the beneficiary of the policy value. When a participant retires, the benefits accrued for each
participant will be distributed to the participant in equal installments for 15 years. The expense recognized by the Company for 2009, 2008, and 2007 amounted to $19,000 annually. The Deferred Compensation Plan also provides the participant with
life insurance coverage, which is a percentage of the net death proceeds for the policy, if any, applicable to the participant. The original face value of all deferred compensation contracts was approximately $668,000. At December 31, 2009, the
accrued value of all deferred compensation contacts is approximately $417,000. The Company is currently making cash remittances of approximately $29,000 per year on deferred compensation contracts.



|(13) | Income Taxes:
|---- | -------------

The
provision for income tax expense (benefit) for the years ended December 31, 2009, 2008 and 2007 consisted of the following:



|         |  |      |        |   |      |       |   |      |       |  
|-------- |  | ---- | ------ | - | ---- | ----- | - | ---- | ----- | -
|         |  | 2009 |        |   | 2008 |       |   | 2007 |      
|Current  |  |      |        |   |      |       |   |      |       |  
|Federal  |  | $    | 2,976  |   |      | 2,403 |   |      | 1,571 |  
|State    |  |      | 230    |   |      | 158   |   |      | 165   |  
|         |  |      |        |   |      |       |   |      |       |  
|         |  |      | 3,206  |   |      | 2,561 |   |      | 1,736 |  
|         |  |      |        |   |      |       |   |      |       |  
|Deferred |  |      |        |   |      |       |   |      |       |  
|Federal  |  |      | (2,809 | ) |      | (609  | ) |      | (8    | )
|State    |  |      |       |   |      |      |   |      |      |  
|         |  |      |        |   |      |       |   |      |       |  
|         |  |      | (2,809 | ) |      | (609  | ) |      | (8    | )
|         |  |      |        |   |      |       |   |      |       |  
|         |  | $    | 397    |   |      | 1,952 |   |      | 1,728 |  
|         |  |      |        |   |      |       |   |      |       |  



70



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands, Except
Percentages)



|(13) | Income Taxes (Continued):
|---- | -------------------------

Total income tax expense for the years ended December 31, 2009, 2008 and 2007 differed from the amounts computed by applying the federal income tax rate of 34 percent to income before income taxes as follows:



|                                                          |  |      |      |   |      |       |   |      |       |  
|--------------------------------------------------------- |  | ---- | ---- | - | ---- | ----- | - | ---- | ----- | -
|                                                          |  | 2009 |      |   | 2008 |       |   | 2007 |      
|Expected federal income tax expense at statutory tax rate |  | $    | 806  |   |      | 2,233 |   |      | 1,987 |  
|Effect of non-taxable interest income                     |  |      | (444 | ) |      | (326  | ) |      | (309  | )
|Effect of non-taxable bank owned life insurance income    |  |      | (120 | ) |      | (92   | ) |      | (103  | )
|State taxes on income, net of federal benefit             |  |      | 152  |   |      | 104   |   |      | 109   |  
|Non deductible expenses                                   |  |      | 3    |   |      | 33    |   |      | 44    |  
|                                                          |  |      |      |   |      |       |   |      |       |  
|Total federal income tax expense                          |  | $    | 397  |   |      | 1,952 |   |      | 1,728 |  
|                                                          |  |      |      |   |      |       |   |      |       |  
|Effective rate                                            |  |      | 16.7 | % |      | 29.7  | % |      | 29.6  | %
|                                                          |  |      |      |   |      |       |   |      |       |  

The components of deferred taxes as of December 31, 2009 and 2008 are summarized as follows:



|                                                 |  |      |        |   |      |   |        |  
|------------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|                                                 |  | 2009 |        |   | 2008 |  
|Deferred tax assets:                             |  |      |        |   |      |   |        |  
|Allowance for loan loss                          |  | $    | 2,995  |   |      | $ | 2,072  |  
|Accrued expenses                                 |  |      | 354    |   |      |   | 329    |  
|Intangible amortization                          |  |      | 1,786  |   |      |   | 105    |  
|                                                 |  |      |        |   |      |   |        |  
|                                                 |  |      | 5,135  |   |      |   | 2,506  |  
|                                                 |  |      |        |   |      |   |        |  
|Deferred tax liabilities:                        |  |      |        |   |      |   |        |  
|FHLB stock dividends                             |  |      | (787   | ) |      |   | (787   | )
|Unrealized gain on securities available for sale |  |      | (1,622 | ) |      |   | (533   | )
|Depreciation and amortization                    |  |      | (410   | ) |      |   | (418   | )
|Unearned loan interest and fees, net             |  |      | 142    |   |      |   | (31    | )
|                                                 |  |      |        |   |      |   |        |  
|                                                 |  |      | (2,677 | ) |      |   | (1,769 | )
|                                                 |  |      |        |   |      |   |        |  
|Net deferred tax asset                           |  | $    | 2,458  |   |      | $ | 737    |  
|                                                 |  |      |        |   |      |   |        |  



71



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(13) | Income Taxes: (Continued)
|---- | -------------------------

The Small Business Protection Act of 1996, among other things, repealed the tax bad debt reserve method for thrifts effective for taxable years beginning after December 31, 1995. Thrifts such as the Bank may now only use the same tax
bad debt reserve method that is allowed for commercial banks. A thrift with assets greater than $500 million can no longer use the reserve method and may only deduct loan losses as they actually arise (i.e., the specific charge-off method).

The portion of a thrifts tax bad debt reserve that is not recaptured (generally pre-1988 bad debt reserves) under the
1996 law is only subject to recapture at a later date under certain circumstances. These include stock repurchase redemptions by the thrift or if the thrift converts to a type of institution (such as a credit union) that is not considered a bank for
tax purposes. However, no further recapture would be required if the thrift converted to a commercial bank charter or was acquired by a bank. The Bank does not anticipate engaging in any transactions at this time that would require the recapture of
its remaining tax bad debt reserves. Therefore, retained earnings at December 31, 2009 and 2008 includes approximately $4,027,000 which represents such bad debt deductions for which no deferred income taxes have been provided.



|(14) | Real Estate and Other Assets Owned:
|---- | -----------------------------------

The Companys other real estate and other assets owned balances at December 31, 2009, and December 31, 2008 represent properties and personal collateral acquired by the Bank through loan
defaults of customers. The property is recorded at the lower of cost or fair value less estimated cost of to sell at the date acquired with any loss recognized as a charge off through the allowance for loan loss account. Additional OREO and other
asset losses may be determined on individual properties at specific intervals or at the time of disposal. Additional losses are recognized as a non-interest expense. For the years ended December 31, 2009 and December 31, 2008, the
composition of the Companys balance in both other assets owned and other real estate owned are as follows:



|                                         |  |                       |  |     
|---------------------------------------- |  | --------------------- |  | ----
|Other Real Estate Owned                  |  | 2009                  |  | 2008
|                                         |  | (Dollars inThousands)
|One-to-four family first mortgages       |  | 438                   |  | 85  
|Multi-family                             |  | 425                   |  | 485 
|Construction                             |  | 468                   |  |    
|Land                                     |  | 225                   |  | 22  
|Non-residential real estate              |  | 312                   |  | 249 
|Consumer assets owned by bank            |  | 15                    |  | 34  
|                                         |  |                       |  |     
|Total Other Real Estate and Assets Owned |  | 1,883                 |  | 875 
|                                         |  |                       |  |     



72



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(15) | Commitments and Contingencies:
|---- | ------------------------------

In the ordinary course of business, the Bank has various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements.

The Bank had open loan commitments at December 31, 2009 and 2008 of approximately $52,939,000 and $53,836,000, respectively. At
December 31, 2009 and 2008, the Bank had no fixed rate loan commitments. Unused lines of credit were approximately $43.0 million and $45.7 million at December 31, 2009 and 2008, respectively.

The Company and the Bank have agreed to enter into employment agreements with certain officers, which provide certain benefits in the event
of their termination following a change in control of the Company or the Bank. The employment agreements provide for an initial term of three years. On each anniversary of the commencement date of the employment agreements, the term of each
agreement may be extended for an additional year at the discretion of the Board. In the event of a change in control of the Company or the Bank, as defined in the agreement, the officers shall be paid an amount equal to two times the officers
base salary as defined in the employment agreement.

The Company and the Bank have entered into commitments to rent facilities
and lease operating equipment that are non-cancelable. At December 31, 2009, future minimal lease and rental commitments were as follows:



|                          |  |   |        
|------------------------- |  | - | -------
|Years Ending December 31, |  |  
|2010                      |  | $ | 84,000 
|2011                      |  |   | 63,000 
|2012                      |  |   | 39,000 
|2013                      |  |   | 8,000  
|2014                      |  |   |       
|                          |  |   |        
|                          |  | $ | 194,000
|                          |  |   |        

The Company incurred rental expenses of approximately
$73,000, $71,000 and $131,000 for the years ended December 31, 2009, 2008, and 2007, respectively.

In the normal course
of business, the Bank and Company have entered into operating contracts necessary to conduct the Companys daily business. The most significant operating contract is for the Banks data processing services. The monthly cost associated with
this contract is variable based on the number of accounts and usage but averages approximately $185,000 per month. The Bank has three outstanding ATM branding agreements with local convenience stores. These agreements allow the Bank to maintain a
cash machine and signage in various locations for an annual cost of approximately $120,000.



73



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(15) | Commitments and Contingencies: (Continued)
|---- | ------------------------------------------

The Company is partially self-insured for medical benefits provided to employees. Heritage Bank is named as the plan administrator for this plan and has retained Blue Cross Blue Shield of Kentucky to
process claims and handle other duties of the plan. Blue Cross Blue Shield does not assume any liabilities as a third party administrator. Heritage Bank purchased two stop-loss insurance policies to limit total medical claims from Blue Cross Blue
Shield of Kentucky. The first specific stop-loss policy limits the Companys cost in any one year to $50,000 per covered individual. The Company has purchased a second stop-loss policy that limits the aggregate claims for the Company in a given
year at $1,163,508 based upon the Companys current enrollment. The Company has established a liability for outstanding claims as well as incurred but unreported claims. While management uses what it believes are pertinent factors in estimating
the plan liability, the actual liability is subject to change based upon unexpected claims experience and fluctuations in enrollment during the plan year. At December 31, 2009, the Company recognized a liability for self-insured medical
expenses of $423,000.



|(16) | Regulatory Matters:
|---- | -------------------

The
Company is a unitary thrift holding company and, as such, is subject to regulation, examination and supervision by the Office of Thrift Supervision (OTS).

The Bank is also subject to various regulatory requirements administered by the OTS. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary
actions by regulators that, if undertaken, could have a direct material effect on the Companys and the Banks financial statements.

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets,
liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and
other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum
amounts and ratios (set forth in the table below) of tangible and core capital (as defined in the regulations) to adjusted total assets (as defined), and of total capital (as defined) and Tier 1 to risk weighted assets (as defined). Management
believes, as of December 31, 2009 and 2008, that the Bank meets all capital adequacy requirements to which it is subject.

The most recent notification from the OTS categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total, tangible and core
capital ratios as set forth in the table below.



74



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands, Except
Percentages)



|(16) | Regulatory Matters (Continued)
|---- | ------------------------------

The Companys and the Banks actual capital amounts and ratios as of December 31, 2009 and December 31, 2008, are presented below:



|                                          |  |                |        |       |             |   |        |                                     |        |  |                                                                                       |        |  |       |        |  |        |   |       |   |        |  |       |  
|----------------------------------------- |  | -------------- | ------ | ----- | ----------- | - | ------ | ----------------------------------- | ------ |  | ------------------------------------------------------------------------------------- | ------ |  | ----- | ------ |  | ------ | - | ----- | - | ------ |  | ----- | -
|                                          |  | Company Actual |        |       | Bank Actual |   |        | Required forCapitalAdequacyPurposes |        |  | Required to be Categorizedas Well Capitalized UnderPrompt
CorrectiveAction Provisions |       
|                                          |  | Amount         |        | Ratio |             |   | Amount |                                     | Ratio  |  |                                                                                       | Amount |  | Ratio |        |  | Amount |   | Ratio |  
|As of December 31, 2009                   |  |                |        |       |             |   |        |                                     |        |  |                                                                                       |        |  |       |        |  |        |   |       |   |        |  |       |  
|                                          |  |                |        |       |             |   |        |                                    
|Tangible capital to adjusted total assets |  | $              | 85,943 |       | 8.4         | % |        | $                                   | 82,143 |  | 8.1                                                                                   | %      |  | $     | 15,309 |  | 1.50   | % |       |   | N/A    |  | N/A   |  
|Core capital to adjusted total assets     |  | $              | 85,943 |       | 8.4         | % |        | $                                   | 82,143 |  | 8.1                                                                                   | %      |  | $     | 40,823 |  | 4.00   | % |       | $ | 51,029 |  | 5.00  | %
|Total capital to risk weighted assets     |  | $              | 93,179 |       | 13.8        | % |        | $                                   | 89,379 |  | 13.3                                                                                  | %      |  | $     | 53,825 |  | 8.00   | % |       | $ | 67,281 |  | 10.00 | %
|Tier 1 capital to risk weighted assets    |  | $              | 85,943 |       | 12.7        | % |        | $                                   | 82,143 |  | 12.2                                                                                  | %      |  |       | N/A    |  | N/A    |   |       | $ | 40,369 |  | 6.00  | %
|                                          |  |                |        |       |             |   |        |                                    
|As of December 31, 2008                   |  |                |        |       |             |   |        |                                     |        |  |                                                                                       |        |  |       |        |  |        |   |       |   |        |  |       |  
|                                          |  |                |        |       |             |   |        |                                    
|Tangible capital to adjusted total assets |  | $              | 80,751 |       | 8.4         | % |        | $                                   | 73,867 |  | 7.8                                                                                   | %      |  | $     | 14,269 |  | 1.50   | % |       |   | N/A    |  | N/A   |  
|Core capital to adjusted total assets     |  | $              | 80,751 |       | 8.4         | % |        | $                                   | 73,867 |  | 7.8                                                                                   | %      |  | $     | 38,050 |  | 4.00   | % |       | $ | 47,562 |  | 5.00  | %
|Total capital to risk weighted assets     |  | $              | 86,884 |       | 13.7        | % |        | $                                   | 79,999 |  | 12.6                                                                                  | %      |  | $     | 50,632 |  | 8.00   | % |       | $ | 63,289 |  | 10.00 | %
|Tier 1 capital to risk weighted assets    |  | $              | 80,751 |       | 12.7        | % |        | $                                   | 73,867 |  | 11.7                                                                                  | %      |  |       | N/A    |  | N/A    |   |       | $ | 37,974 |  | 6.00  | %



75



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HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(17) | Stockholders Equity:
|---- | ---------------------

The Companys sources of income and funds for dividends to its stockholders are earnings on its investments and dividends from the Bank. The Banks primary regulator, the OTS, has regulations that impose certain restrictions on
payment of dividends to the Company. Current regulations of the OTS allow the Bank (based upon its current capital level and supervisory status assigned by the OTS) to pay a dividend of up to 100% of net income to date during the calendar year plus
the retained income for the preceding two years. Currently the Company must seek approval from OTS prior to declaring future common stock dividends.

The Bank must provide the OTS with 30 days prior notice to the payment of the dividend. Any capital distribution in excess of this amount would require supervisory approval. Capital distributions are
further restricted should the Banks capital level fall below the fully phased-in capital requirements of the OTS. In no case will the Bank be allowed to make capital distributions reducing equity below the required balance of the liquidation
account. For the year ended December 31, 2009, the Bank did not pay a dividend to the Corporation. For the years ended December 31, 2008 and December 31, 2007, the Bank paid dividends of $2 million and $3 million to the Corporation,
respectively.

OTS regulations also place restrictions after the conversion on the Company with respect to repurchases of its
common stock. With prior notice to the OTS, the Company is allowed to repurchase its outstanding shares. In August 2006, the Company announced that it replaced a previously announced stock buyback plan with a new plan to purchase up to 125,000
shares of common stock over the next two years. Under the plan that expired September 30, 2008, the Company purchased 106,647 shares of common stock at an average price of $15.36 per share. As of December 31, 2009, a total of 515,555
shares had been repurchased from all active and inactive stock repurchase plans at an average price of $12.60 per share. As discussed below, the Companys participation in the United States Treasury Capital Purchase Program prevents it from
purchasing additional treasury stock for a period of three years ending December 12, 2011 without first redeeming all of the Treasurys investment.

On December 12, 2008, HopFed Bancorp issued 18,400 shares of preferred stock to the United States Treasury (Treasury) for $18,400,000 pursuant to the Capital Purchase Program. The Company issued
243,816 common stock warrants to the Treasury as a condition to its participation in the Capital Purchase Program. The warrants have an exercise price of $11.32 each and are immediately exercisable. The warrants expire ten years from the date of
issuance. The preferred stock has no stated maturity and is non-voting, other than having class voting rights on certain matters, and pays cumulative dividends quarterly at a rate of 5% per year for the first five years and 9% thereafter. The
Company must have the written approval of the Treasury to redeem the shares prior to December 12, 2011 except with the proceeds from a qualified equity offering.

Upon receipt of the proceeds from the Treasury, the Company immediately invested $14.0 million in capital into Heritage Bank.



76



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007



|(17) | Stockholders Equity: (Continued)
|---- | ---------------------------------

Based on the binomial method, the common stock warrants have been assigned a value of $2.28 per warrant, or $555,900. As a result, the value of the warrants has been recorded as a discount on the
preferred stock and will be accreted as a reduction in net income available for common shareholders over the next five years at $111,800 per year. For the purposes of these calculations, the fair value of the common stock warrants was estimated
using the following assumptions:



|                                  |  |   |          |  
|--------------------------------- |  | - | -------- | -
|     Risk free rate              |  |   | 2.60     | %
|     Expected life of warrants   |  |   | 10 years |  
|     Expected dividend yield     |  |   | 3.50     | %
|     Expected volatility         |  |   | 26.5     | %
|     Weighted average fair value |  | $ | 2.28     |  

The Companys
computation of expected volatility is based on the weekly historical volatility. The risk free rate was the approximate rate of the ten year treasury at the end of November 2008.

By participating in the Capital Purchase Program, the Company agreed to not increase its dividend paid to common shareholders for a period of
three years without prior approval of the United States Treasury. If the Company fails to make all dividend payments due to preferred shareholders, the Company is prohibited from paying any dividend to common shareholders. In addition, the United
States Treasury placed certain restrictions on the amount and type of compensation that can be paid to certain senior level executives of the Company. Furthermore, the United States Treasury may, at its sole discretion, change the terms and
conditions of the Capital Purchase Programs.



|(18) | Earnings Per Share:
|---- | -------------------

Earnings per share of common stock are based on the weighted average number of basic shares and dilutive shares outstanding during the year. Common stock warrants outstanding are not included in the dilutive earnings per share computations
because they would be anti-dilutive.

The following is a reconciliation of weighted average common shares for the basic and
dilutive earnings per share computations:



|                                               |  |                          |  |           |  |          
|---------------------------------------------- |  | ------------------------ |  | --------- |  | ---------
|                                               |  | Years Ended December 31,
|                                               |  | 2009                     |  | 2008      |  | 2007     
|Basic earnings per share:                      |  |                          |  |           |  |          
|Weighted average common shares                 |  | 3,569,969                |  | 3,572,127 |  | 3,588,163
|                                               |  |                          | 
|Diluted earnings per share:                    |  |                          |  |           |  |          
|Weighted average common shares                 |  | 3,569,969                |  | 3,572,127 |  | 3,588,163
|Diluted effect of stock options                |  |                         |  | 25,356    |  | 19,707   
|                                               |  |                          |  |           |  |          
|Weighted average common and incremental shares |  | 3,569,969                |  | 3,597,483 |  | 3,607,870
|                                               |  |                          |  |           |  |          



77



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(19) | Condensed Parent Company Only Financial Statements:
|---- | ---------------------------------------------------

The following condensed balance sheets as of December 31, 2009 and 2008 and condensed statements of income and cash flows for the years ended December 31, 2009, 2008 and 2007 of the parent
company only should be read in conjunction with the consolidated financial statements and the notes thereto.

Condensed
Balance Sheets:



|                                           |  |      |        |   |      |        |  
|------------------------------------------ |  | ---- | ------ | - | ---- | ------ | -
|                                           |  | 2009 |        |   | 2008 |       
|Assets:                                    |  |      |        |   |      |        |  
|Cash and due from banks                    |  | $    | 3,130  |   |      | 50     |  
|Federal funds sold                         |  |      |       |   |      | 6,685  |  
|Investment in subsidiary                   |  |      | 65,990 |   |      | 61,591 |  
|Prepaid expenses and other assets          |  |      | 1,431  |   |      | 1,197  |  
|                                           |  |      |        |   |      |        |  
|Total assets                               |  | $    | 70,551 |   |      | 69,523 |  
|                                           |  |      |        |   |      |        |  
|Liabilities and Stockholders Equity       |  |      |        |   |      |        |  
|Liabilities                                |  |      |        |   |      |        |  
|Unrealized loss on derivative              |  | $    | 643    |   |      | 1,175  |  
|Dividends payablecommon                   |  |      | 454    |   |      | 444    |  
|Interest payable                           |  |      | 88     |   |      | 204    |  
|Subordinated debentures                    |  |      | 10,310 |   |      | 10,310 |  
|                                           |  |      |        |   |      |        |  
|Total liabilities                          |  |      | 11,495 |   |      | 12,133 |  
|                                           |  |      |        |   |      |        |  
|Stockholders Equity:                       |  |      |        |   |      |        |  
|Preferred stock                            |  |      |       |   |      |       |  
|Common stock                               |  |      | 41     |   |      | 41     |  
|Common stock warrants                      |  |      | 556    |   |      | 556    |  
|Additional paid-in capital                 |  |      | 40,183 |   |      | 39,926 |  
|Retained earnings                          |  |      | 21,623 |   |      | 22,327 |  
|Treasury stock                             |  |      | (6,495 | ) |      | (6,495 | )
|Accumulated other comprehensive income     |  |      | 3,148  |   |      | 1,035  |  
|                                           |  |      |        |   |      |        |  
|Total equity                               |  |      | 59,056 |   |      | 57,390 |  
|                                           |  |      |        |   |      |        |  
|Total liabilities and stockholders equity |  | $    | 70,551 |   |      | 69,523 |  
|                                           |  |      |        |   |      |        |  



78



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(19) | Condensed Parent Company Only Financial Statements: (Continued)
|---- | ---------------------------------------------------------------

Condensed Statements of Income:



|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  
|------------------------------------------------------------------------------------ |  | ---- | ------ | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                                                     |  | 2009 |        |   | 2008 |   |       | 2007 | 
|Interest and dividend income                                                         |  |      |        |   |      |   |       |      |  |   |       |  
|Dividend income                                                                      |  | $    |       |   |      |   | 2,000 |      |  |   | 3,000 |  
|Time deposits                                                                        |  |      | 2      |   |      |   | 29    |      |  |   | 86    |  
|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  
|Total interest and dividend income                                                   |  |      | 2      |   |      |   | 2,029 |      |  |   | 3,086 |  
|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  
|Interest expense                                                                     |  |      | 625    |   |      |   | 612   |      |  |   | 775   |  
|Non-interest expenses                                                                |  |      | 438    |   |      |   | 480   |      |  |   | 443   |  
|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  
|Total expenses                                                                       |  |      | 1,063  |   |      |   | 1,092 |      |  |   | 1,218 |  
|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  
|Income (loss) before income taxes and equity in undistributed earnings of subsidiary |  |      | (1,061 | ) |      |   | 937   |      |  |   | 1,868 |  
|                                                                                     |  |      |       
|Income tax benefits                                                                  |  |      | (399   | ) |      |   | (363  | )    |  |   | (416  | )
|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  
|Income (loss) before equity in undistributed earnings of subsidiary                  |  |      | (662   | ) |      |   | 1,300 |      |  |   | 2,284 |  
|Equity in undistributed earnings of subsidiary                                       |  |      | 2,637  |   |      |   | 3,315 |      |  |   | 1,832 |  
|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  
|Net income                                                                           |  |      | 1,975  |   |      |   | 4,615 |      |  |   | 4,116 |  
|                                                                                     |  |      |       
|Preferred stock dividend and warrant accretion                                       |  |      | (1,031 | ) |      |   | (56   | )    |  |   |      |  
|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  
|Income available to common shareholders                                              |  | $    | 944    |   |      | $ | 4,559 |      |  | $ | 4,116 |  
|                                                                                     |  |      |        |   |      |   |       |      |  |   |       |  



79



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(19) | Condensed Parent Company Only Financial Statements: (Continued)
|---- | ---------------------------------------------------------------

Condensed Statement of Cash Flows:



|                                                                                           |  |      |        |   |      |         |   |      |        |  
|------------------------------------------------------------------------------------------ |  | ---- | ------ | - | ---- | ------- | - | ---- | ------ | -
|                                                                                           |  | 2009 |        |   | 2008 |         |   | 2007 |       
|Cash flows from operating activities                                                       |  |      |        |   |      |         |   |      |        |  
|Net income                                                                                 |  | $    | 1,975  |   |      | 4,615   |   |      | 4,116  |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities |  |      |        |   |      |         |   |      |        |  
|                                                                                           |  |      |       
|Equity in undistributed earnings of subsidiary                                             |  |      | (2,636 | ) |      | (3,315  | ) |      | (1,832 | )
|Amortization of restricted stock                                                           |  |      | 151    |   |      | 155     |   |      | 137    |  
|Stock option expense                                                                       |  |      |       |   |      | 9       |   |      | 22     |  
|Increase (decrease) in:                                                                    |  |      |        |   |      |         |   |      |        |  
|Current income taxes payable                                                               |  |      | (361   | ) |      | 977     |   |      | (369   | )
|Accrued expenses                                                                           |  |      | (160   | ) |      | (40     | ) |      | (94    | )
|                                                                                           |  |      |        |   |      |         |   |      |        |  
|Net cash (used in) provided by operating activities:                                       |  |      | (1,031 | ) |      | 2,401   |   |      | 1,980  |  
|                                                                                           |  |      |        |   |      |         |   |      |        |  
|Cash flows for investing activities:                                                       |  |      |        |   |      |         |   |      |        |  
|Investment in subsidiary                                                                   |  |      |       |   |      | (14,000 | ) |      |       |  
|Net (increase) decrease in federal funds sold                                              |  |      | 6,685  |   |      | (4,785  | ) |      | 440    |  
|                                                                                           |  |      |        |   |      |         |   |      |        |  
|Net cash (used in) provided by investing activities                                        |  |      | 6,685  |   |      | (18,785 | ) |      | 440    |  
|                                                                                           |  |      |        |   |      |         |   |      |        |  
|Cash flows from financing activities:                                                      |  |      |        |   |      |         |   |      |        |  
|Purchase of treasury stock                                                                 |  |      |       |   |      | (283    | ) |      | (706   | )
|Proceeds from sale of preferred stock                                                      |  |      |       |   |      | 18,400  |   |      |       |  
|Dividends paid on preferred stock                                                          |  |      | (851   | ) |      |        |   |      |       |  
|Dividends paid on common stock                                                             |  |      | (1,723 | ) |      | (1,720  | ) |      | (1,729 | )
|                                                                                           |  |      |        |   |      |         |   |      |        |  
|Net cash (used in) provided by financing activities                                        |  |      | (2,574 | ) |      | 16,397  |   |      | (2,435 | )
|                                                                                           |  |      |        |   |      |         |   |      |        |  
|Net increase (decrease) in cash                                                            |  |      | 3,080  |   |      | 13      |   |      | (15    | )
|                                                                                           |  |      |       
|Cash and due from banks at beginning of year                                               |  |      | 50     |   |      | 37      |   |      | 52     |  
|                                                                                           |  |      |        |   |      |         |   |      |        |  
|Cash and due from banks at end of year                                                     |  | $    | 3,130  |   |      | 50      |   |      | 37     |  
|                                                                                           |  |      |        |   |      |         |   |      |        |  



80



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands)



|(20) | Investments in Affiliated Companies: (Unaudited)
|---- | ------------------------------------------------

Investments in affiliated companies accounted for under the equity method consist of 100%

of the common stock of HopFed Capital Trust I (the Trust), a wholly owned statutory business

trust. The Trust was
formed on September 25, 2003. Summary financial information for the

Trust follows:

Summary Balance Sheets



|                                                                             |  |                 |        |                 |       
|---------------------------------------------------------------------------- |  | --------------- | ------ | --------------- | ------
|                                                                             |  | At Dec. 31,2009 |        | At Dec. 31,2008
|Asset  investment in subordinated debentures issued by HopFed Bancorp, Inc. |  | $               | 10,310 |                 | 10,310
|                                                                             |  |                 |        |                 |       
|Liabilities                                                                  |  | $               |       |                 |      
|Stockholders equity:                                                        |  |                 |        |                 |       
|Trust preferred securities                                                   |  |                 | 10,000 |                 | 10,000
|Common stock (100% owned by HopFed Bancorp, Inc.)                            |  |                 | 310    |                 | 310   
|                                                                             |  |                 |        |                 |       
|Total stockholders equity                                                   |  |                 | 10,310 |                 | 10,310
|                                                                             |  |                 |        |                 |       
|Total liabilities and stockholders equity                                   |  | $               | 10,310 |                 | 10,310
|                                                                             |  |                 |        |                 |       

Summary Statements of Income



|                                                                                     |  |                      |     |      |    
|------------------------------------------------------------------------------------ |  | -------------------- | --- | ---- | ---
|                                                                                     |  | Years Ended Dec. 31,
|                                                                                     |  | 2009                 |     | 2008
|Income  interest income from subordinated debentures issued by HopFed Bancorp, Inc. |  | $                    | 403 |      | 707
|                                                                                     |  |                      |     |      |    
|Net income                                                                           |  | $                    | 403 |      | 707
|                                                                                     |  |                      |     |      |    

Summary Statements of Stockholders Equity



|                                              |  |                          |        |             |     |                  |      |   |                          |        |  
|--------------------------------------------- |  | ------------------------ | ------ | ----------- | --- | ---------------- | ---- | - | ------------------------ | ------ | -
|                                              |  | TrustPreferredSecurities |        | CommonStock |     | RetainedEarnings |      |   | TotalStockholdersEquity |       
|Beginning balances, December 31, 2008         |  | $                        | 10,000 |             | 310 |                  |     |   |                          | 10,310 |  
|Retained earnings:                            |  |                          |        |             |     |                  |      |   |                          |        |  
|Net income                                    |  |                          |       |             |    |                  | 403  |   |                          | 403    |  
|Dividends:                                    |  |                          |        |             |     |                  |      |   |                          |        |  
|Trust preferred securities                    |  |                          |       |             |    |                  | (391 | ) |                          | (391   | )
|Common dividends paid to HopFed Bancorp, Inc. |  |                          |       |             |    |                  | (12  | ) |                          | (12    | )
|                                              |  |                          |        |             |     |                  |      |   |                          |        |  
|Total retained earnings                       |  |                          |       |             |    |                  |     |   |                          |       |  
|                                              |  |                          |        |             |     |                  |      |   |                          |        |  
|Ending balances, December 31, 2009            |  | $                        | 10,000 |             | 310 |                  |     |   |                          | 10,310 |  
|                                              |  |                          |        |             |     |                  |      |   |                          |        |  



81



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands, Except Per
Share Amounts)



|(21) | Quarterly Results of Operations: (Unaudited)
|---- | --------------------------------------------

Summarized unaudited quarterly operating results for the year ended December 31, 2009:



|                                                    |  |              |           |               |           |              |           |   |               |          
|--------------------------------------------------- |  | ------------ | --------- | ------------- | --------- | ------------ | --------- | - | ------------- | ---------
|                                                    |  | FirstQuarter |           | SecondQuarter |           | ThirdQuarter |           |   | FourthQuarter
|December 31, 2009:                                  |  |              |           |               |           |              |           |   |               |          
|                                                    |  |              |           |              
|Interest and dividend income                        |  | $            | 13,194    |               | 13,307    |              | 13,505    |   |               | 13,135   
|Interest expense                                    |  |              | 6,799     |               | 6,745     |              | 6,635     |   |               | 6,133    
|                                                    |  |              |           |               |           |              |           |   |               |          
|Net interest income                                 |  |              | 6,395     |               | 6,562     |              | 6,870     |   |               | 7,002    
|Provision for loan losses                           |  |              | 974       |               | 962       |              | 1,379     |   |               | 884      
|                                                    |  |              |           |               |           |              |           |   |               |          
|Net interest income after provision for loan losses |  |              | 5,421     |               | 5,600     |              | 5,491     |   |               | 6,118    
|Noninterest income                                  |  |              | 2,359     |               | 2,741     |              | 2,085     |   |               | 3,040    
|Noninterest expense                                 |  |              | 5,962     |               | 6,781     |              | 11,675    |   |               | 6,065    
|                                                    |  |              |           |               |           |              |           |   |               |          
|Income before income taxes                          |  |              | 1,818     |               | 1,560     |              | (4,099    | ) |               | 3,093    
|Income taxes                                        |  |              | 552       |               | 449       |              | (1,484    | ) |               | 880      
|                                                    |  |              |           |               |           |              |           |   |               |          
|Net income                                          |  | $            | 1,266     |               | 1,111     |              | (2,615    | ) |               | 2,213    
|                                                    |  |              |           |               |           |              |           |   |               |          
|Net income available to common shareholders         |  | $            | 1,012     |               | 854       |              | (2,875    | ) |               | 1,953    
|                                                    |  |              |           |               |           |              |           |   |               |          
|Basic earnings per share                            |  | $            | 0.28      |               | 0.24      |              | (0.80     | ) |               | 0.55     
|                                                    |  |              |           |               |           |              |           |   |               |          
|Diluted earnings per share                          |  | $            | 0.28      |               | 0.24      |              | (0.80     | ) |               | 0.55     
|                                                    |  |              |           |               |           |              |           |   |               |          
|Weighted average shares outstanding:                |  |              |           |               |           |              |           |   |               |          
|Basic                                               |  |              | 3,566,638 |               | 3,568,814 |              | 3,571,716 |   |               | 3,574,375
|                                                    |  |              |           |               |           |              |           |   |               |          
|Diluted                                             |  |              | 3,566,638 |               | 3,568,814 |              | 3,571,716 |   |               | 3,574,375
|                                                    |  |              |           |               |           |              |           |   |               |          



82



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands, Except Per
Share Amounts)



|(21) | Quarterly Results of Operations: (Unaudited)
|---- | --------------------------------------------

Summarized unaudited quarterly operating results for the year ended December 31, 2008:



|                                                    |  |              |           |               |           |              |           |               |          
|--------------------------------------------------- |  | ------------ | --------- | ------------- | --------- | ------------ | --------- | ------------- | ---------
|                                                    |  | FirstQuarter |           | SecondQuarter |           | ThirdQuarter |           | FourthQuarter
|December 31, 2008:                                  |  |              |           |               |           |              |           |               |          
|Interest and dividend income                        |  | $            | 12,579    |               | 12,136    |              | 12,271    |               | 12,491   
|Interest expense                                    |  |              | 7,021     |               | 6,260     |              | 6,329     |               | 6,810    
|                                                    |  |              |           |               |           |              |           |               |          
|Net interest income                                 |  |              | 5,558     |               | 5,876     |              | 5,942     |               | 5,681    
|Provision for loan losses                           |  |              | 401       |               | 476       |              | 805       |               | 735      
|                                                    |  |              |           |               |           |              |           |               |          
|Net interest income after provision for loan losses |  |              | 5,157     |               | 5,400     |              | 5,137     |               | 4,946    
|Noninterest income                                  |  |              | 2,404     |               | 2,097     |              | 2,050     |               | 1,793    
|Noninterest expense                                 |  |              | 5,415     |               | 5,666     |              | 5,613     |               | 5,723    
|                                                    |  |              |           |               |           |              |           |               |          
|Income before income taxes                          |  |              | 2,146     |               | 1,831     |              | 1,574     |               | 1,016    
|Income taxes                                        |  |              | 654       |               | 570       |              | 425       |               | 303      
|                                                    |  |              |           |               |           |              |           |               |          
|Net income                                          |  | $            | 1,492     |               | 1,261     |              | 1,149     |               | 713      
|                                                    |  |              |           |               |           |              |           |               |          
|Net income available to common shareholders         |  | $            | 1,492     |               | 1,261     |              | 1,149     |               | 657      
|                                                    |  |              |           |               |           |              |           |               |          
|Basic earnings per share                            |  | $            | 0.42      |               | 0.35      |              | 0.32      |               | 0.19     
|                                                    |  |              |           |               |           |              |           |               |          
|Diluted earnings per share                          |  | $            | 0.42      |               | 0.35      |              | 0.32      |               | 0.18     
|                                                    |  |              |           |               |           |              |           |               |          
|Weighted average shares outstanding:                |  |              |           |               |           |              |           |               |          
|Basic                                               |  |              | 3,568,556 |               | 3,558,893 |              | 3,578,924 |               | 3,571,713
|                                                    |  |              |           |               |           |              |           |               |          
|Diluted                                             |  |              | 3,583,017 |               | 3,573,652 |              | 3,583,018 |               | 3,576,604
|                                                    |  |              |           |               |           |              |           |               |          



83



---

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2009, 2008 and 2007

(Table Amounts in Thousands, Except Per
Share Amounts)





|(22) | Comprehensive Income:
|---- | ---------------------

FASB ASC 220, Comprehensive Income, established standards for reporting comprehensive income. Comprehensive income includes net income and other comprehensive net income which is defined as non-owner related transactions in equity.
The following table sets forth the amounts of other comprehensive income included in stockholders equity along with the related tax effect for the years ended December 31, 2009, 2008 and 2007.



|                                                                         |  |               |        |   |                     |        |   |                  |        |  
|------------------------------------------------------------------------ |  | ------------- | ------ | - | ------------------- | ------ | - | ---------------- | ------ | -
|                                                                         |  | Pre-TaxAmount |        |   | TaxBenefit(Expense) |        |   | Net of TaxAmount |       
|December 31, 2009:                                                       |  |               |        |   |                     |        |   |                  |        |  
|Unrealized holding gains (losses) on:                                    |  |               |        |   |                     |        |   |                  |        |  
|Available for sale securities                                            |  | $             | 5,383  |   |                     | (1,830 | ) |                  | 3,553  |  
|Derivatives                                                              |  |               | 532    |   |                     | (181   | ) |                  | 351    |  
|Reclassification adjustments for gains on: Available for sale securities |  |               | (2,713 | ) |                     | 922    |   |                  | (1,791 | )
|                                                                         |  |               |        |   |                     |        |   |                  |        |  
|                                                                         |  | $             | 3,202  |   |                     | (1,089 | ) |                  | 2,113  |  
|                                                                         |  |               |        |   |                     |        |   |                  |        |  



|                                                                         |  |               |        |   |                     |        |   |                  |       |  
|------------------------------------------------------------------------ |  | ------------- | ------ | - | ------------------- | ------ | - | ---------------- | ----- | -
|                                                                         |  | Pre-TaxAmount |        |   | TaxBenefit(Expense) |        |   | Net of TaxAmount |      
|December 31, 2008:                                                       |  |               |        |   |                     |        |   |                  |       |  
|Unrealized holding gains (losses) on:                                    |  |               |        |   |                     |        |   |                  |       |  
|Available for sale securities                                            |  | $             | 3,917  |   |                     | (1,332 | ) |                  | 2,585 |  
|Derivatives                                                              |  |               | (1,247 | ) |                     | 423    |   |                  | (824  | )
|Reclassification adjustments for gains on: Available for sale securities |  |               | (694   | ) |                     | 236    |   |                  | (458  | )
|                                                                         |  |               |        |   |                     |        |   |                  |       |  
|                                                                         |  | $             | 1,976  |   |                     | (673   | ) |                  | 1,303 |  
|                                                                         |  |               |        |   |                     |        |   |                  |       |  



|                                                              |  |               |       |   |                     |      |   |                  |       |  
|------------------------------------------------------------- |  | ------------- | ----- | - | ------------------- | ---- | - | ---------------- | ----- | -
|                                                              |  | Pre-TaxAmount |       |   | TaxBenefit(Expense) |      |   | Net of TaxAmount |      
|December 31, 2007:                                            |  |               |       |   |                     |      |   |                  |       |  
|Unrealized holding gains (losses) on:                         |  |               |       |   |                     |      |   |                  |       |  
|Available for sale securities                                 |  | $             | 2,670 |   |                     | (908 | ) |                  | 1,762 |  
|Reclassification adjustments for gains included in net income |  |               | (6    | ) |                     | 2    |   |                  | (4    | )
|Realized gain on settlement of derivative                     |  |               | (98   | ) |                     | 33   |   |                  | (65   | )
|                                                              |  |               |       |   |                     |      |   |                  |       |  
|                                                              |  | $             | 2,566 |   |                     | (873 | ) |                  | 1,693 |  
|                                                              |  |               |       |   |                     |      |   |                  |       |  



84