SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended June 30, 2009
                                       OR
[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from _______________ to ______________________

                          Commission File No. 001-52751

                         FSB Community Bankshares, Inc.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

                  United States                                74-3164710
        -------------------------------                 -----------------------
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                  Identification Number)

       45 South Main Street, Fairport, New York                     14450
       ----------------------------------------                    ------
       (Address of Principal Executive Offices)                    Zip Code

                                 (585) 223-9080
                                 --------------
                         (Registrant's telephone number)


                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such  reports),  and (2) has been subject to such  requirements
for the past 90 days.
YES   X      NO      .
    -----       ----

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted  and posted  pursuant to Rule 405 of  Regulation  S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
YES          NO        .
    -----       ----

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

       Large accelerated filer   [ ]           Accelerated filer         [ ]
       Non-accelerated filer     [ ]           Smaller reporting company [X]
   (Do  not  check  if  smaller reporting company)

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

As of August 14, 2009 there were  1,785,000  shares of the  Registrant's  common
stock, par value $0.10 per share, outstanding, 946,050 of which were held by FSB
Community Bankshares, MHC, the Registrant's mutual holding company.

<PAGE>


                         FSB Community Bankshares, Inc.
                                    FORM 10-Q

                                      Index
                                      -----

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                    ----
                          Part I. Financial Information

<S>               <C>                                                                                 <C>
Item 1.           Consolidated Financial Statements (unaudited)

                  Consolidated Balance Sheets as of June 30, 2009
                  and December 31, 2008                                                               1

                  Consolidated Statements of Operations for the Three Months Ended
                  June 30, 2009 and 2008                                                              2

                  Consolidated Statements of Operations for the Six Months Ended
                  June 30, 2009 and 2008                                                              3

                  Consolidated Statements of Stockholders' Equity for the Six Months Ended
                  June 30, 2009 and 2008                                                              4

                  Consolidated Statements of Cash Flows for the Six Months Ended
                  June 30, 2009 and 2008                                                              5

                  Notes to Consolidated Financial Statements                                          7

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                          16

Item 3.           Quantitative and Qualitative Disclosures about Market Risk                         27

Item 4T.          Controls and Procedures                                                            27

                           Part II. Other Information

Item 1.           Legal Proceedings                                                                  28

Item 1A.          Risk Factors                                                                       28

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                        29

Item 3.           Defaults upon Senior Securities                                                    29

Item 4.           Submission of Matters to a Vote of Security Holders                                29

Item 5.           Other Information                                                                  29

Item 6.           Exhibits                                                                           30

                  Signature Page                                                                     31

</TABLE>

<PAGE>
                          Part I. Financial Information

Item 1.  Consolidated Financial Statements

                         FSB COMMUNITY BANKSHARES, INC.

                           Consolidated Balance Sheets
                 June 30, 2009 and December 31, 2008 (unaudited)
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                     June 30,            December 31,
                                 Assets                                               2009                   2008
                                                                                ------------------    -----------------

<S>                                                                             <C>                   <C>
Cash and due from banks                                                         $         5,194       $         2,154
Interest-earning demand deposits                                                          1,085                 1,019
                                                                                ------------------    -----------------
     Cash and Cash Equivalents                                                            6,279                 3,173

Securities available for sale                                                            63,154                43,925
Securities held to maturity (fair value 2009 -$6,915, 2008- $7,091)                       6,880                 7,289
Investment in FHLB stock                                                                  2,028                 2,312
Loans receivable, net of allowance for loan losses of: 2009 - $357,
     2008 - $345                                                                        120,229                135,713
Accrued interest receivable                                                                 969                  1,032
Premises and equipment, net                                                               2,364                  2,308
Other assets                                                                                831                    383
                                                                                ------------------    ------------------
                          Total Assets                                          $       202,734       $        196,135
                                                                                ==================    ==================
                       Liabilities & Stockholders' Equity

Deposits:
     Non-interest-bearing                                                       $         3,658       $          3,487
     Interest-bearing                                                                   138,370                124,035
                                                                                ------------------    ------------------
                Total Deposits                                                          142,028                127,522

Short-term borrowings                                                                    -                       3,850
Long-term borrowings                                                                     37,748                 41,631
Advances from borrowers for taxes and insurance                                           2,365                  2,152
Other liabilities                                                                           627                    939
                                                                                ------------------    ------------------
                Total Liabilities                                                       182,768                176,094
                                                                                ------------------    ------------------
                              Stockholders' Equity

Preferred Stock- no par- 1,000,000 shares authorized;                                        --                     --
  no shares issued and outstanding
Common Stock- $0.10 par value - 10,000,000 shares authorized;
  1,785,000 shares issued and outstanding                                                   179                    179
Additional paid-in-capital                                                                7,278                  7,286
Retained earnings                                                                        13,327                 13,249
Accumulated other comprehensive loss                                                       (206)                   (43)
Unearned ESOP shares - at cost                                                             (612)                  (630)
                                                                                ------------------    ------------------
                Total Stockholders' Equity                                               19,966                 20,041
                                                                                ------------------    ------------------
                Total Liabilities and Stockholders' Equity                      $       202,734       $        196,135
                                                                                ==================    ==================
</TABLE>

See accompanying notes to consolidated financial statements

                                       1
<PAGE>
                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Operations
              Three Months Ended June 30, 2009 and 2008 (unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                     2009                   2008
                                                                                ------------------    ------------------
<S>                                                                             <C>                   <C>
Interest and Dividend Income
    Loans                                                                       $         1,757       $          1,847
    Securities - taxable                                                                    301                    370
    Mortgage-backed securities                                                              299                    302
    Other                                                                                     2                     16
                                                                                ------------------    ------------------
                Total Interest and Dividend Income                                        2,359                  2,535
                                                                                ------------------    ------------------

Interest expense
    Deposits                                                                                863                  1,065
    Borrowings                                                                              406                    431
                                                                                ------------------    ------------------
                Total Interest Expense                                                    1,269                  1,496
                                                                                ------------------    ------------------
                Net Interest Income                                                       1,090                  1,039
Provision for Loan Losses                                                                     8                      6
                                                                                ------------------    ------------------
                Net Interest Income After Provision
                   for Loan Losses                                                        1,082                  1,033
                                                                                ------------------    ------------------
Other Income
    Service fees                                                                             66                     53
    Fee income                                                                               17                     39
    Gain on sale of securities available for sale                                            92                      -
    Other                                                                                    74                     39
                                                                                ------------------    ------------------
                Total Other Income                                                          249                    131
                                                                                ------------------    ------------------
Other Expenses
     Salaries and employee benefits                                                         556                    547
     Occupancy expense                                                                      124                    114
     Data processing costs                                                                   24                     25
     Advertising                                                                             52                     88
     Equipment expense                                                                       87                     80
     Electronic banking                                                                      19                     17
     Directors' fees                                                                         29                     31
     Mortgage fees and taxes                                                                 72                     66
     Other expense                                                                          328                    182
                                                                                ------------------    ------------------
                Total Other Expenses                                                      1,291                  1,150
                                                                                ------------------    ------------------
                Income Before Income Taxes                                                   40                     14

                Provision  for Income Taxes                                                  13                      4
                                                                                ------------------    ------------------
                Net Income                                                      $            27       $             10
                                                                                ==================    ==================
                Earnings per common share                                       $          0.02       $           0.01
                                                                                ==================    ==================
</TABLE>

See accompanying notes to consolidated financial statements

                                       2

<PAGE>
                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Operations
               Six Months Ended June 30, 2009 and 2008 (unaudited)
                  (Dollars in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                                     2009                   2008
                                                                                ------------------    ------------------
<S>                                                                             <C>                   <C>
Interest and Dividend Income
    Loans                                                                       $         3,664       $          3,664
    Securities - taxable                                                                    568                    683
    Mortgage-backed securities                                                              625                    504
    Other                                                                                     3                     90
                                                                                ------------------    ------------------
                Total Interest and Dividend Income                                        4,860                  4,941
                                                                                ------------------    ------------------

Interest expense
    Deposits                                                                              1,742                  2,207
    Borrowings:
                Short-term                                                                    1                      -
                Long-term                                                                   830                    809
                                                                                ------------------    ------------------
                Total Interest Expense                                                    2,573                  3,016
                                                                                ------------------    ------------------
                Net Interest Income                                                       2,287                  1,925
Provision for Loan Losses                                                                    14                      6
                                                                                ------------------    ------------------
                Net Interest Income After Provision
                   for Loan Losses                                                        2,273                  1,919
                                                                                ------------------    ------------------
Other Income
    Service fees                                                                            115                     91
    Fee income                                                                               28                     54
    Gain on sale of securities available for sale                                            92                      -
    Other                                                                                   148                     80
                                                                                ------------------    ------------------
                Total Other Income                                                          383                    225
                                                                                ------------------    ------------------
Other Expenses
     Salaries and employee benefits                                                       1,249                  1,184
     Occupancy expense                                                                      249                    228
     Data processing costs                                                                   47                     41
     Advertising                                                                             84                    149
     Equipment expense                                                                      177                    165
     Electronic banking                                                                      39                     35
     Directors' fees                                                                         57                     57
     Mortgage fees and taxes                                                                116                     96
     Other expense                                                                          519                    339
                                                                                ------------------    ------------------
                Total Other Expenses                                                      2,537                  2,294
                                                                                ------------------    ------------------
                Income (Loss) Before Income Taxes                                           119                   (150)

                Provision (Benefit) for Income Taxes                                         41                    (54)
                                                                                ------------------    ------------------
                Net Income  (Loss)                                              $            78       $            (96)
                                                                                ==================    ==================
                Earnings (Loss) per common share                                $          0.05       $          (0.06)
                                                                                ==================    ==================
</TABLE>

See accompanying notes to consolidated financial statements

                                       3
<PAGE>
                         FSB COMMUNITY BANKSHARES, INC.

                 Consolidated Statements of Stockholders' Equity
               Six Months Ended June 30, 2009 and 2008 (unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                     Accumulated
                                                       Additional                       Other           Unearned
                                           Common       Paid in        Retained      Comprehensive        ESOP
                                            Stock       Capital        Earnings      Income (Loss)       Shares        Total
                                          ---------   ------------   -----------  ------------------  ------------  ------------
<S>                                        <C>         <C>            <C>            <C>              <C>            <C>
Balance - January 1, 2008                  $    179    $   7,293      $  13,224      $       118      $    (665)     $  20,149
                                                                                                                    ------------
 Comprehensive loss:
    Net loss                                      -            -            (96)               -              -            (96)
    Change in net unrealized gain
      (loss) on securities
      available for sale, net of
      taxes                                       -            -              -             (212)             -           (212)
                                                                                                                    ------------
    Total Comprehensive Loss                                                                                              (308)
 ESOP shares committed to be
      released
 Balance - June 30, 2008                          -           (4)             -                -             18             14
                                          ---------   ------------   -----------  ------------------  ------------  ------------
                                           $    179    $   7,289      $  13,128      $       (94)     $    (647)     $  19,855
                                          =========   ============   ===========  ==================  ============  ============
 Balance - January 1, 2009                 $    179    $   7,286      $  13,249      $       (43)     $    (630)     $  20,041

  Comprehensive loss:
    Net income                                    -            -             78                -              -             78
    Change in net unrealized
      loss on securities
      available for sale, net of
      reclassification adjustment
      and taxes                                   -            -              -             (163)             -           (163)
                                                                                                                     -----------
    Total Comprehensive Loss                                                                                               (85)

ESOP shares committed to be
    released                                      -           (8)             -                -             18             10
                                          ---------   ------------   -----------  ------------------  ------------  ------------
Balance - June 30, 2009                    $    179    $   7,278      $  13,327      $      (206)     $    (612)     $  19,966
                                          =========   ============   ===========  ==================  ============  ============
</TABLE>

See accompanying notes to consolidated financial statements

                                       4
<PAGE>

                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Cash Flows
          Six Months Ended June 30, 2009 and 2008 (unaudited) (Dollars
                                  in thousands)
<TABLE>
<CAPTION>

                                                                                       2009                2008
                                                                                ------------------   -----------------
<S>                                                                               <C>                  <C>
Cash Flows From Operating Activities
   Net Income (Loss)                                                              $         78         $       (96)
   Adjustments to reconcile net income (loss) to net cash  used by
    operating activities:

         Net amortization of premiums and discounts on investments                         285                 162
         Gain on sale of securities available for sale                                     (92)                  -
         Gain on sale of loans                                                             (45)                 (7)
         Amortization of net deferred loan origination fees and costs                       11                 (12)
         Depreciation and amortization                                                     135                 134
         Provision for loan losses                                                          14                   6
         Expense related  to ESOP                                                           10                  14
         Deferred income tax benefit                                                       (78)                (35)
         Decrease (increase) in accrued interest  receivable                                63                (216)
         Decrease (increase) in other assets                                              (503)                  6
         Decrease in other liabilities                                                     (92)               (107)
                                                                                ------------------   -----------------
                        Net Cash Used By Operating Activities                             (214)               (151)
                                                                                ------------------   -----------------
Cash Flows From Investing Activities
   Purchase of securities held to maturity                                                   -              (3,001)
   Proceeds from maturities and calls of securities held to maturity                         -              18,988
   Proceeds from principal paydowns of securities held to maturity                         406               1,149
   Purchase of securities available for sale                                           (57,644)            (49,948)
   Proceeds from maturities and calls of securities available for sale                  30,485               5,500
   Proceeds from principal paydowns of securities available for sale                     2,135               1,462
   Proceeds from sales of securities available for sale                                  5,355                   -
   Net (increase) decrease in loans                                                      4,403              (9,154)
   Proceeds from sales of loans                                                         11,101               1,627
   Redemption (purchase) of Federal Home Loan Bank stock                                   284                (888)
   Purchase of premises and equipment                                                     (191)                (23)
                                                                                ------------------   -----------------
                        Net Cash Used By Investing Activities                           (3,666)            (34,288)
                                                                                ------------------   -----------------
Cash Flows From Financing Activities
   Net increase in deposits                                                             14,506              10,005
   Net decrease in short-term borrowings                                                (3,850)                  -
   Proceeds from long-term  borrowings                                                       -              21,500
   Repayments on long-term borrowings                                                   (3,883)             (2,023)
   Net increase in advances from borrowed
      for taxes and insurance                                                              213                 580
                                                                                ------------------   -----------------
                        Net Cash Provided By Financing Activities                        6,986              30,062
                                                                                ------------------   -----------------
                        Net Increase (Decrease) in Cash
                                and Cash Equivalents                                     3,106              (4,377)

Cash and Cash Equivalents- Beginning                                                     3,173               9,444
                                                                                ------------------   -----------------
Cash and Cash Equivalents- Ending                                                 $      6,279        $      5,067
                                                                                ==================   =================
</TABLE>
                                       5
<PAGE>

                         FSB COMMUNITY BANKSHARES, INC.

               Consolidated Statements of Cash Flows, (Continued)

<TABLE>
<CAPTION>

                                                                                      2009                2008
                                                                                ------------------   -----------------
<S>                                                                               <C>                 <C>
Supplementary Cash Flows Information

      Interest paid                                                               $      2,587        $      3,089
                                                                                ==================   =================
      Income taxes paid                                                           $        115        $          -
                                                                                ==================   =================
</TABLE>

See accompanying notes to consolidated financial statements

                                       6
<PAGE>

Notes to Consolidated Financial Statements

Note 1-Basis of Presentation

The accompanying  unaudited  consolidated  financial statements of FSB Community
Bankshares,  Inc.  and its wholly owned  subsidiary  (the  "Company")  have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America for interim  financial  information  and the applicable
instructions to Form 10-Q and Regulation S-X.  Accordingly,  they do not include
all of the  information and footnotes  necessary for a complete  presentation of
consolidated  financial  position,  results  of  operations,  and cash  flows in
conformity  with generally  accepted  accounting  principles.  In the opinion of
management, all adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation have been included.

The unaudited consolidated financial statements and "Management's Discussion and
Analysis of Financial  Condition  and Results of  Operations"  should be read in
conjunction with the Company's audited  financial  statements for the year ended
December  31,  2008,  included in the Annual  Report filed on Form 10-K with the
Securities and Exchange Commission ("SEC") on March 31, 2009.

Operating  results  for the three and six  months  ended  June 30,  2009 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2009.

The consolidated financial statements at June 30, 2009 and December 31, 2008 and
for the three and six months  ended June 30, 2009 and 2008  include the accounts
of the Company,  Fairport Savings Bank (the "Bank") and the Bank's  wholly-owned
subsidiary, Oakleaf Services Corporation ("Oakleaf"). All inter-company balances
and  transactions  have been eliminated in  consolidation.  Certain amounts from
prior periods may have been reclassified,  when necessary, to conform to current
period presentation.

The Company has evaluated subsequent events through August 14, 2009 which is the
date the consolidated financial statements were issued.


Note 2-Fair Value Accounting and Measurement

Management  uses its best judgment in estimating the fair value of the Company's
financial instruments;  however, there are inherent weaknesses in any estimation
technique.  Therefore,  for  substantially all financial  instruments,  the fair
value estimates herein are not necessarily indicative of the amounts the Company
could have realized in a sale transaction on the dates indicated.  The estimated
fair value amounts have been measured as of their respective reporting dates and
have not  been  re-evaluated  or  updated  for  purposes  of these  consolidated
financial  statements  subsequent  to  those  respective  dates.  As  such,  the
estimated  fair  values  of  these  financial  instruments   subsequent  to  the
respective  reporting  dates may be different than the amounts  reported at each
reporting date.

In September  2006, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement No. 157,  Fair Value  Measurements  ("SFAS  157"),  which defines fair
value,  establishes a framework for measuring fair value under GAAP, and expands
disclosures about fair value measurements.  SFAS 157 applies to other accounting
pronouncements that require or permit fair value measurements.

                                       7
<PAGE>


Note 2-Fair Value Accounting and Measurement (Continued)

     SFAS 157 establishes a fair value hierarchy that  prioritizes the inputs to
     valuation  methods  used to measure  fair value.  The  hierarchy  gives the
     highest  priority  to  unadjusted  quoted  prices  in  active  markets  for
     identical  assets or  liabilities  (Level 1  measurements)  and the  lowest
     priority to unobservable inputs (Level 3 measurements). The three levels of
     the fair value hierarchy under SFAS 157 are as follows:

        Level 1: Unadjusted  quoted prices in active markets that are accessible
        at  the   measurement   date  for  identical   unrestricted   assets  or
        liabilities.

        Level 2: Quoted  prices in markets  that are not active,  or inputs that
        are observable either directly or indirectly, for substantially the full
        term of the asset or liability.

        Level 3: Prices or valuation  techniques  that  require  inputs that are
        both significant to the fair value  measurement and  unobservable  (i.e.
        supported with little or no market activity).

     An asset or liability's  level within the fair value  hierarchy is based on
     the  lowest  level  of  input  that  is   significant  to  the  fair  value
     measurement.

     For assets  measured  at fair value on a  recurring  basis,  the fair value
     measurements  by level within the fair value  hierarchy used are as follows
     at June 30, 2009 and at December 31, 2008:
<TABLE>
<CAPTION>

            (Dollars in Thousands)                   Total           Level 1           Level 2           Level 3
                                                     -----           -------           -------           -------
<S>                                                 <C>              <C>               <C>               <C>
                June 30, 2009
        Securities available for sale               $ 63,154         $     5           $ 63,149           $    -
                                                    ========         =======           ========           ======
              December 31, 2008
        Securities available for sale               $ 43,925         $     6           $ 43,919           $    -
                                                    ========         =======           ========           ======
</TABLE>

     SFAS No. 107,  Disclosure about Fair Value of Financial  Instruments ("SFAS
     107"),  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 defined fair value
     estimates cannot be substantiated by comparison to independent markets and,
     in many  cases,  could  not be  realized  in  immediate  settlement  of the
     instrument.  SFAS  107  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  methods  and  assumptions  were  used  by  the  Company  in
     estimating its fair value disclosures for financial instruments at June 30,
     2009 and December 31, 2008:

Cash, Due from Banks, and Interest-Bearing Demand Deposits

     The carrying amounts of these assets approximate their fair values.

                                       8
<PAGE>

Note 2-Fair Value Accounting and Measurement (Continued)

Investment Securities

     The fair value of securities available for sale (carried at fair value) and
     held to maturity  (carried at amortized  cost) are  determined by obtaining
     quoted market prices on nationally  recognized  securities exchanges (Level
     1), or matrix  pricing  (Level 2), which is a  mathematical  technique used
     widely in the industry to value debt securities without relying exclusively
     on quoted market prices for the specific  securities  but rather by relying
     on the  securities'  relationship  to other  benchmark  quoted prices.  For
     certain securities which are not traded in active markets or are subject to
     transfer  restrictions,  valuations  are  adjusted  to reflect  illiquidity
     and/or  non-transferability,  and such  adjustments  are generally based on
     available  market  evidence  (Level 3). In the  absence  of such  evidence,
     management's best estimate is used.  Management's best estimate consists of
     both internal and external support on certain Level 3 investments. Internal
     cash flow models using a present value  formula that  includes  assumptions
     market  participants  would use along with indicative exit pricing obtained
     from  broker/dealers  (where available) are used  to support fair values of
     certain  Level  3  investments.  The  Company  had no  Level  3  investment
     securities at June 30, 2009 or December 31, 2008.

Investment in FHLB Stock

     The carrying value of FHLB stock  approximates  its fair value based on the
     redemption provisions of the FHLB stock.

Loans

     The fair values of loans are estimated using discounted cash flow analyses,
     using  market  rates at the balance  sheet date that reflect the credit and
     interest rate-risk  inherent in the loans.  Projected future cash flows are
     calculated  based  upon  contractual  maturity  or  call  dates,  projected
     repayments and prepayments of principal. Generally, for variable rate loans
     that reprice frequently and with no significant change in credit risk, fair
     values are based on carrying values.

Accrued Interest Receivable and Payable

     The carrying amount of accrued interest receivable and payable approximates
     fair value.

Deposits

     The  fair  values  disclosed  for  demand  deposits  (e.g.,  NOW  accounts,
     non-interest  checking,  regular  savings and certain types of money market
     accounts) are, by definition,  equal to the amount payable on demand at the
     reporting date (i.e.,  their carrying  amounts).  The carrying  amounts for
     variable-rate  certificates of deposit approximate their fair values at the
     reporting  date.  Fair  values for fixed rate  certificates  of deposit are
     estimated  using a discounted  cash flow  calculation  that applies  market
     interest rates  currently  being offered on  certificates  to a schedule of
     aggregated expected monthly maturities on time deposits.

Borrowings

     The fair values of FHLB long-term borrowings are estimated using discounted
     cash flow  analyses,  based on the quoted rates for new FHLB  advances with
     similar  credit risk  characteristics,  terms and remaining  maturity.  The
     carrying amount of short-term borrowings approximate their fair value.

Off-Balance Sheet Instruments

     The fair  values  for  off-balance  sheet  financial  instruments  (lending
     commitments  and lines of credit) are  estimated  using the fees  currently
     charged  to enter into  similar  agreements,  taking  into  account  market
     interest rates,  the remaining  terms and present credit  worthiness of the
     counterparties.

                                       9
<PAGE>

Note 2 - Fair Value Accounting and Measurement (continued)

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments at June 30, 2009 and December 31, 2008 are as follows:

<TABLE>
<CAPTION>

                                                             June 30, 2009                       December 31, 2008
                                                   -----------------------------------   -----------------------------------
                                                      Carrying             Fair             Carrying              Fair
                                                       Amount              Value             Amount               Value
                                                   -----------------  ----------------   ----------------  ------------------
                                                                                (In Thousands)
<S>                                                  <C>                <C>                <C>                 <C>
Financial assets:
     Cash and due from banks                         $   5,194          $   5,194          $   2,154           $   2,154
     Interest bearing demand deposits                    1,085              1,085              1,019               1,019
     Securities available for sale                      63,154             63,154             43,925              43,925
     Securities held to maturity                         6,880              6,915              7,289               7,091
     FHLB stock                                          2,028              2,028              2,312               2,312
     Loans, net                                        120,229            122,100            135,713             136,610
     Accrued interest receivable                           969                969              1,032               1,032

Financial liabilities:
     Deposits                                          142,028            143,747            127,522             129,245
     Short-term borrowings                                   -                  -              3,850               3,850
     Long-term borrowings                               37,748             37,851             41,631              41,899
     Accrued interest payable                              139                139                153                 153

Off-balance sheet instruments:
     Commitments to extend credit                            -                  -                  -                   -


</TABLE>

                                       10
<PAGE>


Note 3 - Securities

The amortized cost and estimated fair value of securities with gross  unrealized
gains and losses at June 30, 2009 and December 31, 2008 are as follows:
<TABLE>
<CAPTION>

                                                                           Gross              Gross
                                                     Amortized           Unrealized         Unrealized            Fair
                                                        Cost               Gains              Losses              Value
                                                  ---------------    ----------------   ----------------    ---------------
                                                                                (In Thousands)
<S>                                                  <C>                 <C>                 <C>                <C>
June 30 2009:
     Available for Sale:
         Equity securities                            $          9       $         -          $       (4)       $          5
             U.S. Government obligations                    42,510                38                (593)             41,955
             Mortgage-backed securities -
         residential                                        20,952               244                  (2)             21,194
                                                   ---------------    ----------------   ----------------    ---------------
                                                      $     63,471       $       282          $    (599)        $    63,154
                                                   ===============    ================   ================    ===============
     Held to Maturity:
         Mortgage-backed securities -
         residential                                  $      6,880       $         49         $      (14)       $      6,915
                                                   ===============    ================   ================    ===============
December 31, 2008:
     Available for Sale:
         Equity securities                            $          9       $         -          $       (3)       $          6
             U.S. Government obligations                    22,196                82                 (49)             22,229
             Mortgage-backed securities -
         residential                                        21,785                38                (133)             21,690
                                                   ---------------    ----------------   ----------------    ---------------
                                                      $     43,990       $        120         $     (185)       $     43,925
                                                   ===============    ================   ================    ===============
     Held to Maturity:
         Mortgage-backed securities -
         residential                                  $      7,289       $         -          $     (198)       $      7,091
                                                   ===============    ================   ================    ===============
</TABLE>

Mortgage-backed  securities  consist of securities issued by FNMA, FHLMC,  GNMA,
and FFCB collateralized by residential mortgages.

The amortized  cost and  estimated  fair value by  contractual  maturity of debt
securities at June 30, 2009 are shown below.  Actual  maturities may differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations.
<TABLE>
<CAPTION>

                                                    Available for Sale                     Held to Maturity
                                            -----------------------------------   ---------------------------------
                                             Amortized          Estimated            Amortized          Estimated
                                               Cost            Fair Value              Cost            Fair Value
                                            --------------   ------------------   ---------------   ---------------
                                                    (In Thousands)                         (In Thousands)

<S>                                           <C>               <C>                <C>                <C>
Due in one year or less                       $           -     $            -     $            -     $          -
Due after one year through five years                 2,505              2,505                  -                -
Due after five years through ten years               12,559             12,470                  -                -
Due after ten years                                  27,446             26,980                  -                -
Mortgage-backed securities -
residential                                          20,952             21,194              6,880            6,915
                                            ---------------    ----------------   ----------------    ---------------
                                              $      63,462     $       63,149      $       6,880     $      6,915
                                            ===============   =================   ================    ===============
</TABLE>
                                       11
<PAGE>

Note 3 - Securities (continued)


There was a $92,000 gain on sale of available  for sale  securities in the first
six months of 2009.  There were no gross realized gains or losses  recognized on
sales of securities available for sale for the six months ended June 30, 2008.

No securities  were pledged to secure  public  deposits or for any other purpose
required or permitted by law at June 30, 2009 and December 31, 2008.

The following table shows gross unrealized losses and fair value,  aggregated by
investment category and length of time that individual securities have been in a
continuous unrealized loss position, at June 30, 2009 and December 31, 2008:
<TABLE>
<CAPTION>

                                    Less than 12 Months              12 Months or More                    Total
                                -----------------------------  -----------------------------  ------------------------------
                                                   Gross                           Gross                          Gross
                                   Fair         Unrealized         Fair         Unrealized         Fair        Unrealized
                                   Value          Losses           Value          Losses           Value         Losses
                                ----------   ----------------  -------------   -------------  -------------  ---------------
                                                                      (In Thousands)

<S>                             <C>               <C>               <C>              <C>         <C>               <C>
June 30, 2009:
Equity securities               $          9      $        4        $      -         $     -     $         9       $      4
     U.S. Government
         obligations                  23,958             593               -               -          23,958            593
     mortgaged-backed
         securities -
         residential                   4,143               4           1,110              12           5,253             16
                               --------------  --------------  --------------  --------------  -------------- --------------
                                $     28,110      $      601        $  1,110         $    12     $    29,220       $    613
                               ==============  ==============  ==============  ==============  ============== ==============

December 31, 2008:
Equity securities               $          6      $        3        $      -         $     -     $         6       $     3
     U.S. Government
         obligations                   3,354              49               -               -           3,354             49
     mortgaged-backed
         securities -
         residential                  22,556             268           1,335              63          23,891            331
                               --------------  --------------  --------------  --------------  -------------- --------------
                                $     25,916      $      320        $  1,335         $    63     $    27,251       $    383
                               ==============  ==============  ==============  ==============  ============== ==============
</TABLE>

Management evaluates securities for other-than-temporary  impairment at least on
a quarterly  basis, and more frequently when economic or market concerns warrant
such evaluation. Consideration is given to (1) the length of time and the extent
to which the fair value has been less than the  amortized  cost  basis,  (2) the
financial condition of the issuer (and guarantor, if any) and adverse conditions
specifically  related to the security,  industry or geographic area, (3) failure
of the issuer of the security to make scheduled interest or principal  payments,
(4) any  changes  to the rating of a security  by a rating  agency,  and (5) the
presence of credit enhancements,  if any, including the guarantee of the federal
government or any of its agencies.

At June  30,  2009,  thirty-four  debt  securities  have  been  in a  continuous
unrealized  loss position for less than twelve months.  Two debt securities have
been in a continuous  unrealized  loss position for more than twelve months.  As
management believes the Company does not intend to sell and will not be required
to sell these securities  prior to recovery or maturity,  no declines are deemed
to be other than temporary.

                                       12
<PAGE>

Note 4 - Federal Home Loan Bank of New York Stock

Federal  Home Loan  Bank of New York  ("FHLB")  stock  represents  the  required
investment in the common stock of a correspondent bank.

Management  evaluates the FHLB stock for impairment in accordance with Statement
of Position (SOP) 01-6,  Accounting by Certain Entities (Including Entities With
Trade   Receivables)   That  Lend  to  or  Finance  the  Activities  of  Others.
Management's  determination  of whether this  investment is impaired is based on
their  assessment  of the  ultimate  recoverability  of its cost  rather than by
recognizing  temporary declines in value. The determination of whether a decline
affects the ultimate  recoverability  of cost is  influenced by criteria such as
(1) the significance of the decline in net assets of the FHLB as compared to the
capital  stock  amount  for the FHLB and the length of time this  situation  has
persisted,  (2)  commitments  by the FHLB to make  payments  required  by law or
regulation  and  the  level  of  such  payments  in  relation  to the  operating
performance  of the FHLB,  and (3) the  impact  of  legislative  and  regulatory
changes on institutions and, accordingly, on the customer base of the FHLB.

Management  believes no impairment charge is necessary related to the FHLB stock
as of June 30, 2009.


Note 5 - Comprehensive Loss

Accounting  principles  generally  require that  recognized  revenue,  expenses,
gains, and losses be included in net income.  Although certain changes in assets
and  liabilities,  such as  unrealized  gains and losses on  available  for sale
securities,  are reported as a separate  component of the  stockholders'  equity
section of the consolidated  balance sheets,  such items, along with net income,
are components of comprehensive loss.

The components of other comprehensive loss and related tax effects for the three
and six months ended June 30, 2009 and 2008 are as follows:

<TABLE>
<CAPTION>

                                                    For the Three Months Ended       For the Six Months Ended
                                                              June 30,                         June 30,
                                                        2009              2008            2009            2008
                                                        ----              ----            ----            ----
                                                            (In Thousands)                   (In Thousands)

<S>                                                  <C>              <C>             <C>             <C>
Unrealized holding loss on available
  for sale securities                                $    (780)       $    (317)      $   (339)       $   (323)
Reclassification adjustment for realized
  gain included in net income                             (92)                -            (92)              -
                                                     -----------      -----------     -----------     -----------
              Net Unrealized Loss                        (688)             (317)          (247)           (323)

Tax effect                                               (234)             (109)           (84)           (111)
                                                     -----------      -----------     -----------     -----------
          Net of tax amount                          $   (454)        $    (208)      $   (163)       $   (212)
                                                     ===========      ===========     ===========     ===========
</TABLE>

Note 6 - Earnings (Loss) Per Common Share

Earnings  (loss) per common  share are  calculated  by  dividing  the net income
(loss) by the  weighted-average  number of common shares  outstanding during the
period. The Company has not granted any restricted stock awards or stock options
and,  during  the three and six  months  ended  June 30,  2009 and 2008,  had no
potentially dilutive common stock equivalents. Unallocated common shares held by
the ESOP are not  included  in the  weighted-average  number  of  common  shares
outstanding  for purposes of calculating  earnings (loss) per common share until

                                       13
<PAGE>
Note 6 - Earnings (Loss) Per Common Share (continued)

they  are  committed  to  be  released.   The  weighted  average  common  shares
outstanding  were  1,723,775  for the  three  months  ended  June  30,  2009 and
1,723,340 for the six months ended June 30, 2009 and 1,718,526 for the three and
six months ended June 30, 2008.

Note 7 - Recent Accounting Pronouncements

FSP FAS 157-4

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) No. FAS 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 (FSP FAS 157-4).  FASB Statement
157,  Fair  Value  Measurements,  defines  fair value as the price that would be
received to sell the asset or transfer the  liability in an orderly  transaction
(that  is,  not  a  forced   liquidation  or  distressed  sale)  between  market
participants at the measurement  date under current market  conditions.  FSP FAS
157-4 provides  additional  guidance on determining when the volume and level of
activity for the asset or liability has  significantly  decreased.  The FSP also
includes  guidance on identifying  circumstances  when a transaction  may not be
considered orderly.

FSP FAS 157-4 provides a list of factors that a reporting entity should evaluate
to determine  whether  there has been a  significant  decrease in the volume and
level of  activity  for the asset or  liability  in  relation  to normal  market
activity for the asset or liability.  When the reporting  entity concludes there
has been a  significant  decrease  in the volume and level of  activity  for the
asset or  liability,  further  analysis of the  information  from that market is
needed and  significant  adjustments  to the related  prices may be necessary to
estimate fair value in accordance with Statement 157.

This FSP clarifies that when there has been a significant decrease in the volume
and level of activity for the asset or liability,  some  transactions may not be
orderly.  In those  situations,  the  entity  must  evaluate  the  weight of the
evidence to determine  whether the  transaction  is orderly.  The FSP provides a
list of  circumstances  that may indicate that a transaction  is not orderly.  A
transaction  price that is not associated  with an orderly  transaction is given
little, if any, weight when estimating fair value.

This FSP is effective for interim and annual reporting periods ending after June
15, 2009. The adoption of this FSP by the Company,  effective April 1, 2009, did
not  have a  material  impact  on the  results  of  operations  or  consolidated
financial position.

FSP FAS 115-2 and FAS 124-2

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,  Recognition and
Presentation of Other-Than-Temporary  Impairments (FSP FAS 115-2 and FAS 124-2).
FSP FAS 115-2 and FAS 124-2 clarifies the interaction of the factors that should
be considered when determining whether a debt security is other-than-temporarily
impaired.  For debt  securities,  management  must assess whether (a) it has the
intent to sell the  security  and (b) it is more likely than not that it will be
required to sell the security prior to its anticipated recovery. These steps are
done before  assessing  whether  the entity  will  recover the cost basis of the
investment.  Previously,  this assessment  required  management to assert it has
both  the  intent  and the  ability  to hold a  security  for a  period  of time
sufficient  to  allow  for an  anticipated  recovery  in  fair  value  to  avoid
recognizing an other-than-temporary  impairment. This change does not affect the
need to forecast recovery of the value of the security through either cash flows
or market price.

In  instances  when  a  determination  is  made  that  an   other-than-temporary
impairment exists but the investor does not intend to sell the debt security and
it is not  more  likely  than  not  that it will be  required  to sell  the debt
security prior to its anticipated recovery,  FSP FAS 115-2 and FAS 124-2 changes
the presentation and amount of the other-than-temporary impairment recognized in
the income statement.

                                       14
<PAGE>

Note 7 - Recent Accounting Pronouncements (continued)

The  other-than-temporary  impairment  is  separated  into (a) the amount of the
total  other-than-temporary  impairment  related  to a  decrease  in cash  flows
expected to be collected  from the debt  security  (the credit loss) and (b) the
amount  of the  total  other-than-temporary  impairment  related  to  all  other
factors. The amount of the total other-than-temporary  impairment related to the
credit   loss  is   recognized   in   earnings.   The   amount   of  the   total
other-than-temporary  impairment  related to all other  factors is recognized in
other comprehensive income.

This FSP is effective for interim and annual reporting periods ending after June
15, 2009. The adoption of this FSP by the Company,  effective April 1, 2009, did
not have a material  impact on amounts  reported in the  Company's  consolidated
financial statements.

FSP FAS 107-1 and APB 28-1

In April  2009,  the  FASB  issued  FSP No.  FAS  107-1  and APB  28-1,  Interim
Disclosures  about Fair Value of  Financial  Instruments  (FSP FAS 107-1 and APB
28-1).  FSP FAS 107-1 and APB 28-1 amends FASB  Statement  No. 107,  Disclosures
about Fair Value of Financial  Instruments,  to require  disclosures  about fair
value of financial  instruments for interim reporting periods of publicly traded
companies as well as in annual  financial  statements.  This FSP also amends APB
Opinion No. 28, Interim  Financial  Reporting,  to require those  disclosures in
summarized financial information at interim reporting periods.

This FSP is effective for interim and annual reporting periods ending after June
15, 2009. The adoption of this FSP by the Company,  effective June 30, 2009, did
not have a material  impact on amounts  reported in the  Company's  consolidated
financial statements.

FASB Statement No. 166

In June  2009,  the FASB  issued  SFAS No.  166,  Accounting  for  Transfers  of
Financial  Assets,  an  amendment  of FASB  Statement  No. 140.  This  statement
prescribes the information that a reporting entity must provide in its financial
reports about a transfer of financial  assets;  the effects of a transfer on its
financial  position,  financial  performance and cash flows;  and a transferor's
continuing  involvement in transferred  financial  assets.  Specifically,  among
other  aspects,  SFAS 166  amends  Statement  of  Financial  Standard  No.  140,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of  Liabilities,   or  SFAS  140,  by  removing  the  concept  of  a  qualifying
special-purpose entity from SFAS 140 and removes the exception from applying FIN
46(R)  to  variable  interest  entities  that  are  qualifying   special-purpose
entities. It also modifies the  financial-components  approach used in SFAS 140.
SFAS 166 is effective for fiscal years  beginning  after  November 15, 2009. The
Company has not determined the effect that the adoption of SFAS 166 will have on
its consolidated financial position or results of operations.

FASB Statement No. 167

In June 2009,  the FASB issued SFAS No. 167,  Amendments to FASB  Interpretation
No. 46(R). This statement amends FASB  Interpretation  No. 46,  Consolidation of
Variable Interest Entities (revised December,  2003) -- an interpretation of ARB
No.  51, or FIN 46(R),  to  require an  enterprise  to  determine  whether  it's
variable  interest or interests  give it a controlling  financial  interest in a
variable interest entity. The primary  beneficiary of a variable interest entity
is the  enterprise  that has both (1) the power to direct  the  activities  of a
variable  interest entity that most  significantly  impact the entity's economic
performance  and (2) the  obligation  to absorb  losses of the entity that could
potentially  be  significant  to the  variable  interest  entity or the right to
receive  benefits from the entity that could  potentially  be significant to the
variable  interest  entity.  SFAS 167 also  amends FIN 46(R) to require  ongoing
reassessments of whether an enterprise is the primary  beneficiary of a variable
interest entity. SFAS 167 is effective for

                                       15
<PAGE>

Note 7 - Recent Accounting Pronouncements

fiscal years  beginning  after November 15, 2009. The Company has not determined
the effect that the adoption of SFAS 166 will have on its consolidated financial
position or results of operations.

FASB Statement No. 168

In June 2009,  the FASB  issued  SFAS No.  168,  The FASB  Accounting  Standards
Codification and the Hierarchy of Generally Accepted  Accounting  Principles,  a
replacement  of FASB  Statement  No. 162.  SFAS 168  replaces  SFAS No. 162, The
Hierarchy of Generally  Accepted  Accounting  Principles,  to establish the FASB
Accounting  Standards  Codification  as the source of  authoritative  accounting
principles recognized by the FASB to be applied by non-governmental  entities in
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles in the United  States.  SFAS 168 is effective for interim
and annual periods ending after  September 15, 2009. The Company does not expect
the adoption of this  standard to have an impact on its  consolidated  financial
position or results of operations.

FASB Statement No. 165

In May 2009, the FASB issued Statement of Financial  Accounting Standards (SFAS)
No. 165,  Subsequent Events,  which establishes  principles and requirements for
subsequent  events.  In particular,  this Statement defines (i) the period after
the balance  sheet date during  which  management  of a reporting  entity  shall
evaluate  events or  transactions  that may occur for potential  recognition  or
disclosure in the financial  statements,  (ii) the circumstances  under which an
entity shall recognize events or transactions  occurring after the balance sheet
date in its financial statements, and (iii) the disclosures that an entity shall
make about events or  transactions  that occurred  after the balance sheet date.
SFAS No. 165 is effective for interim or annual  financial  periods ending after
June 15, 2009, and shall be applied prospectively.  The adoption of SFAS No. 165
did  not  have  a  material  effect  on  the  Company's  consolidated  financial
condition, results of operations or cash flows.

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

General

Throughout  the  Management's  Discussion and Analysis  ("MD&A"),  the term "the
Company" refers to the consolidated  entity of FSB Community  Bankshares,  Inc.,
Fairport  Savings  Bank,  and  Oakleaf  Services  Corporation,  a  wholly  owned
subsidiary of Fairport Savings Bank. At June 30, 2009, FSB Community Bankshares,
MHC the Company's mutual holding company parent,  held 946,050 shares, or 53.0%,
of the Company's common stock, engaged in no significant activities, and was not
included in the MD&A.

Forward Looking Statements

This Quarterly Report contains forward-looking statements, within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  statements  are
subject to certain  risks and  uncertainties,  including,  among  other  things,
changes in economic  conditions  including  real estate  values in the Company's
market  area,  changes in  policies  by  regulatory  agencies,  fluctuations  in
interest rates,  demand for loans in the Company's market areas and competition,
that could cause actual results to differ  materially from  historical  earnings
and those  presently  anticipated  or projected.  The Company  wishes to caution
readers not to place  undue  reliance  on any such  forward-looking  statements,
which speak only as of the date made.  The Company wishes to advise readers that
the factors listed above could affect the Company's  financial  performance  and

                                       16
<PAGE>

could cause the Company's actual results for future periods to differ materially
from any opinions or statements  expressed with respect to future periods in any
current statements.

The Company does not undertake,  and  specifically  declines any obligation,  to
publicly  release  the  results  of  any  revisions  that  may  be  made  to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

Critical Accounting Policies

The most significant  accounting  policies followed by the Company are presented
in Note 1 to the consolidated  financial statements ("the Consolidated Financial
Statements") included in the Company's Annual Report filed on Form 10-K with the
Securities and Exchange Commission on March 31, 2009. These policies, along with
the  disclosures  presented in the other  financial  statement notes and in this
discussion,  provide  information on how significant  assets and liabilities are
valued  in the  consolidated  financial  statements  and how  those  values  are
determined.  Based  on the  valuation  techniques  used and the  sensitivity  of
financial statement amounts to the methods, assumptions and estimates underlying
those amounts,  management has identified the determination of the allowance for
loan losses and the evaluation of investment securities for other than temporary
impairment  to be the  accounting  areas that  require the most  subjective  and
complex  judgments,  and as such could be the most  subject to  revision  as new
information becomes available.

Allowance  for Loan Losses.  The  allowance  for loan losses is  established  as
losses are estimated to have occurred in the loan  portfolio.  The allowance for
loan losses is recorded through a provision for loan losses charged to earnings.
Loan losses are charged  against the  allowance  when  management  believes  the
uncollectability of a loan  balance is confirmed. Subsequent recoveries, if any,
are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management  and
is based upon management's periodic review of the collectability of the loans in
light of  historical  experience,  the nature and volume of the loan  portfolio,
adverse  situations  that may  affect  the  borrower's  ability  to  repay,  the
estimated value of any underlying collateral and prevailing economic conditions.
This  evaluation is  inherently  subjective  as it requires  estimates  that are
susceptible to significant revision as more information becomes available.

The allowance consists of specific,  general,  and unallocated  components.  The
specific component relates to loans that are classified as doubtful, substandard
or special  mention.  For such loans that are also  classified  as impaired,  an
allowance is generally  established  when the  collateral  value of the impaired
loan is lower than the carrying value of that loan. The general component covers
non-classified  loans and is based on historical  loss  experience  adjusted for
qualitative   factors.   An   unallocated   component  is  maintained  to  cover
uncertainties  that could affect  management's  estimate of probable losses. The
unallocated  component  of the  allowance  reflects  the  margin of  imprecision
inherent in the underlying  assumptions used in the methodologies for estimating
specific and general losses in the portfolio.

As a substantial  percentage  of our loan  portfolio is  collateralized  by real
estate,  appraisals  of the  underlying  value of  property  securing  loans are
critical in determining the amount of the allowance required for specific loans.
Assumptions  are  instrumental  in determining  the value of properties.  Overly
optimistic  assumptions or negative changes to assumptions  could  significantly
affect the  valuation  of a property  securing a loan and the related  allowance
determined.   Management  carefully  reviews  the  assumptions  supporting  such
appraisals to determine that the resulting  values  reasonably  reflect  amounts
realizable on the related loans.

Management performs a quarterly  evaluation of the adequacy of the allowance for
loan  losses.  We consider a variety of factors in  establishing  this  estimate
including,  but  not  limited  to:  current  economic  conditions,   delinquency
statistics,   geographic   concentrations,   the  adequacy  of  the   underlying
collateral,  the financial  strength of the  borrower,  results of internal loan
reviews, and other relevant factors.

                                       17
<PAGE>

Critical Accounting Policies (Continued)

This evaluation is inherently  subjective as it requires  material  estimates by
management  that may be susceptible  to  significant  change based on changes in
economic and real estate market conditions.

Actual  loan  losses  may be  significantly  more  than  the  allowance  we have
established  which  could  have a  material  negative  effect  on our  financial
results.

Other than  temporary  impairment.  When the fair value of a held to maturity or
available for sale security is less than its amortized cost basis, an assessment
is made at the balance sheet date as to whether other-than-temporary  impairment
(OTTI) is present.

The Company considers numerous factors when determining whether a potential OTTI
exists and the period over which the debt  security is expected to recover.  The
principal factors  considered are (1) the length of time and the extent to which
the fair value has been less than the  amortized  cost basis,  (2) the financial
condition  of  the  issuer  (and  guarantor,  if  any)  and  adverse  conditions
specifically  related to the security,  industry or geographic area, (3) failure
of the issuer of the security to make scheduled interest or principal  payments,
(4) any  changes  to the rating of a security  by a rating  agency,  and (5) the
presence of credit enhancements,  if any, including the guarantee of the federal
government or any of its agencies.

For debt  securities,  OTTI is  considered  to have  occurred if (1) the Company
intends to sell the security, (2) it is more likely than not the Company will be
required to sell the security  before  recovery of its amortized cost basis,  or
(3) if the present value of expected cash flows is not sufficient to recover the
entire  amortized cost basis.  In determining the present value of expected cash
flows, the Company  discounts the expected cash flows at the effective  interest
rate implicit in the security at the date of acquisition or, for debt securities
that are beneficial  interests in securitized  financial  assets, at the current
rate used to accrete the beneficial interest.  In estimating cash flows expected
to be collected, the Company uses available information with respect to security
prepayment  speeds,  expected  deferral and default rates and severity,  whether
subordinated  interests,  if any, are capable of absorbing  estimated losses and
the value of any underlying collateral.

In  determining  whether OTTI has occurred  for equity  securities,  the Company
considers the applicable  factors  described above and 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.


Comparison of Financial Condition at June 30, 2009 and December 31, 2008

     Total Assets.  Total assets  increased by $6.6 million,  or 3.4%, to $202.7
million at June 30, 2009 from $196.1  million at December 31, 2008. The increase
in total  assets  primarily  reflects  increases  in  securities  classified  as
available for sale and cash and cash equivalents,  partially offset by decreases
in net loans receivable.

Cash and cash equivalents increased by $3.1 million, or 97.9% to $6.3 million at
June 30, 2009 from $3.2 million at December 31, 2008.

Total securities  increased by $18.8 million, or 36.7%, to $70.0 million at June
30, 2009 from $51.2  million at December  31,  2008.  Securities  classified  as
available  for sale  increased  $19.2  million to $63.1 million at June 30, 2009
from $43.9  million  at  December  31,  2008.  The $19.2  million  increase  was
attributable  to the  purchase  of  $51.0  million  of  U.S.  government  agency
securities,  purchases of $6.6 million of mortgage-backed securities,  partially
offset by  maturities  of $30.4  million of U.S.  government  agency  securities
classified  as available for sale,  the sale of $5.3 million of  mortgage-backed
securities   classified  as  available  for  sale,  $2.1  million  in  principal
repayments  received,  and a $247,000  decrease in the fair value of  securities
available for sale. Securities classified as held to maturity decreased $409,000

                                       18
<PAGE>

Comparison of Financial Condition at June 30, 2009 and December 31, 2008
(continued)

to $6.9  million  at June 30,  2009 from  $7.3  million  at  December  31,  2008
primarily  as a result of principal  repayments  received  from  mortgage-backed
securities.  All securities purchased in 2009 have been classified as securities
available for sale to provide a portfolio of marketable securities for liquidity
as an  alternative  to  borrowings.  The Company  has  reviewed  its  investment
securities   portfolio  at  June  30,   2009,   and  has   determined   that  no
other-than-temporary impairment exists in the portfolio.

Investment in FHLB of New York stock  decreased by $284,000,  or 12.3%,  to $2.0
million at June 30,  2009,  from $2.3  million at December 31, 2008 due to stock
redemptions.  The FHLB of New York requires members to purchase and redeem stock
based on the level of borrowings.

Net loans receivable  decreased by $15.5 million, or 11.4%, to $120.2 million at
June 30, 2009 from $135.7  million at December 31,  2008.  The decrease in loans
receivable was primarily the result of sales of fixed rate residential mortgages
totaling $11.1 million in the first six months of 2009 and normal  amortization.
Total loans sold and serviced as of June 30, 2009 totaled $15.2 million compared
to $5.1 million as of December 31,  2008.  Management  made the decision to sell
long term, fixed rate loans in this  historically low interest rate environment.
The Bank sold these loans at gains which are recorded in other income,  and will
realize  servicing income on these loans as long as these loans are outstanding.
Management  believes  that  selling  these  loans  was a prudent  interest  rate
decision in order to position the consolidated balance sheet for higher interest
rates in the future.  The Company  continues  to execute  its  business  plan of
making high quality loans to existing  customers and new customers in our market
area with $14.2 million of residential  mortgage loan  originations in the first
six months of 2009. We may experience  further declines in our total residential
mortgages  loan  portfolio  with  additional  mortgage  loan sales  based on the
current economic conditions and our desired interest rate sensitivity  position.
As the interest rate market changes  throughout the remainder of 2009, we intend
to continue to sell a portion of our existing  fixed-rate  residential  mortgage
loans on a servicing  retained  basis,  resulting in additional  loan  servicing
income.

The  Company  has never  been  involved  with,  and has no direct  exposure  to,
sub-prime  lending  activities.  Credit  quality  continues  to be  the  highest
priority  when  underwriting  loans.  Subjective  judgments  about a  borrower's
ability to repay and the value of any  underlying  collateral  are made prior to
approving a loan.

We believe our stringent  underwriting  standards have directly  resulted in our
low level of non-accruing loans.

Deposits and Borrowings. Total deposits increased by $14.5 million, or 11.4%, to
$142.0  million at June 30,  2009 from  $127.5  million at  December  31,  2008.
Certificates of deposit, including IRAs, increased by $6.9 million.  Transaction
accounts,  including checking, NOW, money market and savings accounts, increased
by $7.6 million.  The net deposit  growth was  attributable  to the  Irondequoit
branch  growth of $5.9  million,  Penfield  branch  growth of $5.6  million  and
Fairport  branch  growth of $3.0  million.  We continue to promote core customer
relationship banking, with bonus rates and incentive offerings.

Combined short and long term borrowings  decreased by $7.8 million, or 17.0%, to
$37.7  million at June 30, 2009 from $45.5  million on December  31,  2008.  The
decrease in borrowings  included $3.9 million in short term  borrowings and $3.9
million in long term borrowings. We repaid these borrowings in the first half of
2009 using increased deposits.

                                       19
<PAGE>

     Stockholders'  Equity.  Total stockholders'  equity decreased by $75,000 or
0.4%, to $20.0 million at June 30, 2009 from $20.0 million at December 31, 2008.
The decrease resulted  principally from a $163,000 increase in accumulated other
comprehensive loss, partially offset by net income of $78,000 for the six months
ended June 30, 2009.

     Non-Performing  Assets. At June 30, 2009, the Company had $460,000 in loans
classified as non-performing  assets compared to $146,000 in loans classified as
non-performing  at December  31, 2008.  At the time of this filing,  both of the
borrowers have accepted  purchase offers agreed to by all parties  including the
Bank. At June 30, 2009 management has evaluated the Bank's loan loss reserve and
believes  it is  adequately  funded  based on the  quality of the  current  loan
portfolio.

     At June  30,  2009,  there  were no  loans  or  other  assets  that are not
disclosed or disclosed as classified or special mention, where known information
about possible credit problems of borrowers  caused us to have serious doubts as
to the ability of the borrowers to comply with the present loan repayment  terms
and which may result in disclosure of such loans in the future.

     Average balances and yields. The following tables set forth average balance
sheets,  average yields and costs, and certain other  information at and for the
periods indicated. All average balances are daily average balances.  Non-accrual
loans were included in the computation of average  balances,  where  applicable,
but have been reflected in the table as loans carrying a zero yield.  The yields
set forth below include the effect of deferred fees, discounts and premiums that
are amortized or accreted to interest income. Yields have been annualized.

                                       20
<PAGE>

<TABLE>
<CAPTION>

                                                          For the Three Months Ended June 30,
                                          -------------------------------------------------------------------
                                                       2009                                2008
                                          --------------------------------  ---------------------------------
                                                      Interest                           Interest
                                          Average     Income/      Yield/    Average     Income/       Yield/
                                          Balance     Expense      Cost      Balance     Expense       Cost
                                          ---------  ----------  ---------  -----------  ------------  -------
                                                                 (Dollars in thousands)
<S>                                       <C>         <C>           <C>     <C>           <C>            <C>
Interest-earning assets:
Loans.........................            $ 124,501   $  1,757      5.64%   $  126,995    $  1,847       5.82%
Securities....................               35,215        301      3.42        31,378         370       4.72
Mortgage-backed securities....               28,800        299      4.15        26,757         302       4.51
Other.........................                7,780          2      0.10         3,158          16       2.03
                                          ---------  ----------             ----------   -----------
   Total interest-earning assets            196,296      2,359      4.81       188,288       2,535       5.39
                                                     ----------                          -----------
Non-interest-earning assets...                4,459                              4,838
                                          ---------                         ----------
   Total assets...............            $ 200,755                         $  193,126
                                          =========                         ==========
Interest-bearing liabilities:

NOW accounts..................                8,198   $     14      0.68%        6,742    $     15       0.89%
Passbook savings..............               14,108         24      0.68        14,241          32       0.90
Money market savings.........                20,337         85      1.67        11,203          52       1.86
Individual retirement accounts               17,701        166      3.75        16,275         179       4.40
Certificates of deposit.......               75,525        574      3.04        76,366         787       4.12
Borrowings....................               37,938        406      4.28        42,077         431       4.10
                                          ---------  ----------             ----------   -----------
   Total interest-bearing
     liabilities..............              173,807      1,269      2.92       166,904       1,496       3.59
                                          ---------  ----------  ---------  ----------   -----------   -------
Non-interest-bearing liabilities:
Demand deposits.........                      3,552                              3,303
Other.........................                3,003                              2,774
                                          ---------                         ----------
     Total liabilities........              180,362                            172,981
Stockholders' equity..........               20,393                             20,145
                                          ---------                         ----------
   Total liabilities and
     stockholders' equity.....            $ 200,755                         $  193,126
                                          =========                         ==========
Net interest income...........                        $  1,090                            $  1,039
                                                     ==========                          ==========
Interest rate spread (1)......                                      1.89%                                1.80%
                                                                 =========                             ========
Net interest-earning assets (2)           $  22,489                             21,384
                                          =========                         ==========
Net interest margin (3).......                             2.22%                               2.21%
                                                     ===========                          ===========
Average interest-earning assets
   to average interest-bearing
   liabilities................                  113%                               113%
                                          =========                         ==========
   _____________________

(1)   Interest rate spread represents the difference between the yield on
      average interest-earning assets and the cost of average interest-bearing
      liabilities.
(2)  Net interest-earning assets represent total interest-earning assets less
     total interest-bearing liabilities.
(3)  Net interest margin represents net interest income divided by total
     interest-earning assets.
</TABLE>
                                       21
<PAGE>
<TABLE>
<CAPTION>

                                                          For the Six Months Ended June 30,
                                          -------------------------------------------------------------------
                                                       2009                                2008
                                          --------------------------------  ---------------------------------
                                                      Interest                           Interest
                                          Average     Income/      Yield/    Average     Income/       Yield/
                                          Balance     Expense      Cost      Balance     Expense       Cost
                                          ---------  ----------  ---------  -----------  ------------  -------
                                                                 (Dollars in thousands)
<S>                                       <C>         <C>           <C>     <C>           <C>            <C>
Interest-earning assets:
Loans.........................            $ 128,867   $  3,664      5.69%   $  124,979    $  3,664       5.86%
Securities....................               29,901        568      3.81        28,921         683       4.72
Mortgage-backed securities....               28,852        625      4.33        22,213         504       4.54
Other.........................                5,993          3      0.10         6,062          90       2.97
                                          ---------  ----------             ----------   -----------
   Total interest-earning assets            193,613      4,860      5.02%      182,175       4,941       5.42%
                                                     ----------                          -----------
Non-interest-earning assets...                4,456                              4,887
                                          ---------                         ----------
   Total assets...............            $ 198,069                         $  187,062
                                          =========                         ==========
Interest-bearing liabilities:

NOW accounts..................            $   7,859   $     28      0.71    $    6,206    $     27       0.87
Passbook savings..............               13,789         50      0.73        13,851          71       1.03
Money market savings.........                18,858        180      1.91        11,027         120       2.18
Individual retirement accounts               17,347        333      3.84        16,199         360       4.44
Certificates of deposit.......               74,299      1,151      3.10        75,223       1,629       4.33
Borrowings....................               39,352        831      4.22        38,720         809       4.18
                                          ---------  ----------             ----------   -----------
   Total interest-bearing
     liabilities..............              171,504      2,573      3.00%      161,226       3,016       3.74%
                                          ---------  ----------  ---------  ----------   -----------   -------
Non-interest-bearing liabilities:
Demand deposits.........                      3,448                              3,193
Other.........................                2,787                              2,515
                                          ---------                         ----------
     Total liabilities........              177,779                            166,934
Stockholders' equity..........               20,290                             20,128
                                          ---------                         ----------
   Total liabilities and
     stockholders' equity.....            $ 198,069                         $  187,062
                                          =========                         ==========
Net interest income...........                        $  2,287                            $  1,925
                                                     ==========                          ==========
Interest rate spread (1)......                                      2.02%                                1.68%
                                                                 =========                             ========
Net interest-earning assets (2)           $  22,109                             20,949
                                          =========                         ==========
Net interest margin (3).......                             2.36%                               2.11%
                                                     ===========                          ===========
Average interest-earning assets
   to average interest-bearing
   liabilities................                  113%                               113%
                                          =========                         ==========
</TABLE>

Comparison of Operating Results for the Three Months Ended June 30, 2009 and
June 30, 2008

     General.  We had net income of $27,000 for the three  months ended June 30,
2009 compared to net income of $10,000 for the three months ended June 30, 2008.
The increase of $17,000 in net income for the second quarter of 2009 compared to
the second  quarter of 2008 resulted  primarily from an increase in net interest
income of $51,000, an increase in other income of $118,000,  partially offset by
an  increase  in  provision  for loan  losses of $2,000,  an  increase  in other
expenses of  $141,000,  and an  increase  in income tax  expense of $9,000.  The
increase  in net  interest  income  was the result of the  Company's  ability to
reduce the deposit  costs in a low interest rate  environment  at a quicker pace
than the decrease in income of the interest earning assets, nominally increasing
the net  interest  margin to 2.22% in the second  quarter of 2009  compared to a
2.21% net  interest  margin in the  second  quarter  of 2008.  During the second
quarter,  the Federal Deposit Insurance  Corporation (FDIC) imposed a five point
special assessment on each insured depository  institution's assets minus Tier 1
capital as of June 30, 2009.  As a result of this special  assessment,  Fairport
Savings Bank accrued an amount of $91,000  payable to the FDIC on September  30,
2009. In an effort to offset the effect of the FDIC special assessment on second
quarter  earnings,  the Bank completed the sale of $5.3 million in available for
sale  mortgage-backed  securities  recording  a  pre-tax  gain of  approximately
$92,000 in May 2009.

     Interest and Dividend  Income.  Interest and dividend  income  decreased by
$176,000 or 6.9%,  to $2.4 million for the three months ended June 30, 2009 from
$2.5 million for the three months ended June 30, 2008.  The decrease in interest
and dividend income resulted from a $90,000 or 4.9%, decrease in interest income

                                       22
<PAGE>
Comparison of Operating Results for the Three Months Ended June 30, 2009 and
June 30, 2008 (continued)

from loans, a $69,000 or 18.6% decrease in interest  income from  securities,  a
$3,000 or 1.0% decrease in interest income from mortgage-backed  securities, and
a $14,000 or 87.5% decrease in other interest income, primarily interest earning
demand accounts.  Average  interest-earning assets increased by $8.0 million, or
4.3%,  to $196.3  million for the three  months  ended June 30, 2009 from $188.3
million for the three months ended June 30, 2008. The yield on  interest-earning
assets decreased by 58 basis points to 4.81% for the three months ended June 30,
2009  compared to 5.39% for the three months  ended June 30, 2008,  reflecting a
yield  decrease  in all  interest  earning  asset  categories  as a result  of a
decrease in interest  rates by the Federal  Reserve  from a Federal Fund rate of
2.00% at June 30, 2008 to a targeted Federal Fund rate range of 0.00% - 0.25% at
June 30, 2009.


     Interest  Expense.  Interest expense  decreased  $227,000 or 15.2%, to $1.3
million for the three months ended June 30, 2009 from $1.5 million for the three
months ended June 30, 2008. The decrease in interest expense resulted from lower
average  rates paid on these  liabilities  despite an increase in the  aggregate
average balance. The average balance of interest-bearing  liabilities  increased
$6.9  million,  or 4.1%,  to $173.8  million for the three months ended June 30,
2009  compared to $166.9  million for the three months ended June 30, 2008.  The
average  cost of  interest-bearing  liabilities  decreased by 67 basis points to
2.92% for the three  months  ended June 30, 2009 from 3.59% for the three months
ended June 30, 2008. The average cost of deposit accounts  decreased by 87 basis
points to 2.54% for the three months  ended June 30, 2009  compared to 3.41% for
the three months ended June 30, 2008.  The average cost of borrowings  increased
by 18 basis points to 4.28% for the three months ended June 30, 2009 compared to
4.10% for the three months ended June 30, 2008. The decrease in interest expense
reflects the Bank's  management  of lower deposit  costs in a  historically  low
interest rate environment.

At June 30, 2009, we had $10.8  million of  certificates  of deposit,  including
IRAs that will mature during the third  quarter of 2009 with a weighted  average
cost of 2.65%.  Based on  current  market  rates,  if these  funds  remain  with
Fairport Savings Bank with similar maturities,  the rates paid on these deposits
will decrease.

     Net Interest Income. Net interest income increased $51,000 or 4.9%, to $1.1
million for the three months ended June 30, 2009 from $1.0 million for the three
months  ended  June 30,  2008.  The  increase  in net  interest  income  was due
primarily to an increase in interest earning assets,  and decreasing deposit and
borrowing  costs at a faster  rate  than  loan and  investment  securities.  The
Company's  net interest  margin  increased 1 basis points to 2.22% for the three
months ended June 30, 2009 from 2.21% for the three months ended June 30, 2008.

     Provision for Loan Losses. Based on management's  evaluation of the factors
that determine the level of the allowance for loan losses, we recorded $8,000 in
provision  for loan  losses  for the three  month  period  ended  June 30,  2009
compared to a $6,000  provision  for loan losses for the three months ended June
30,  2008.  The  allowance  for loan losses as of June 30, 2009 was  $357,000 or
0.30% of total  loans,  compared  to $327,000 or 0.25% of total loans as of June
30, 2008. We ended the quarter with $460,000 in non-accrual loans as of June 30,
2009  compared to $36,000 in  non-accrual  loans as of June 30, 2008.  We had no
foreclosed real estate at June 30, 2009 or 2008.

     Other Income.  Total other income increased  $118,000 or 90.1%, to $249,000
for the three  months  ended June 30, 2009  compared  to $131,000  for the three
months ended June 30, 2008. The primary  increase was due to the Bank completing
a sale of $5.3 million  mortgage-backed  securities  recording a pre-tax gain on
sale of  securities  of $92,000 in May 2009.  In the three months ended June 30,
2009,  there was also an  increase  of  $35,000  in other  income  mainly due to
mortgage fees and gain on sale of mortgage loans in the secondary market.  There
was also a $13,000  increase  in service fee income in deposit  account  service
charge  fees,  partially  offset by a decrease  of $22,000 in  commissions  from
Oakleaf Services insurance/annuity and security sales.

                                       23
<PAGE>

Comparison of Operating Results for the Three Months Ended June 30, 2009 and
June 30, 2008 (continued)

     Other  Expenses.  Other  expenses  increased  $141,000,  or 12.3%,  to $1.3
million for the three  months  ended June 30, 2009  compared to $1.1 million for
the three months ended June 30, 2008.  The increase was  primarily the result of
an  increase  in other  expense of  $146,000,  mainly due to an increase in FDIC
insurance  expense of $156,000 in the three months end June 30, 2009 to $159,000
compared to $3,000 for the three months  ended June 30, 2008.  During the second
quarter,  the FDIC imposed a five basis point special assessment on each insured
depository  institution's  assets minus Tier 1 capital as of June 30, 2009. As a
result of this  assessment,  Fairport  Savings Bank accrued an amount of $91,000
for the quarter  ended June 30, 2009 payable to the FDIC on September  30, 2009.
In  addition to the  one-time  special  assessment,  the Bank's  quarterly  FDIC
assessment rate increased,  resulting in additional FDIC premium expense for the
quarter of $68,000.  Occupancy  expense  increased by $10,000 due to  additional
branch  maintenance  expense in the second  quarter of 2009.  The  increase  was
partially offset by a decrease in advertising expense of $36,000.

     Income Tax Expense.  We had pre-tax  income of $40,000 for the three months
ended June 30,  2009  versus a pre-tax  income of $14,000  for the three  months
ended June 30,  2008,  which  resulted  in a $13,000  tax  expense for the three
months  ended June 30,  2009,  versus a $4,000 tax expense for the three  months
ended June 30, 2008, a change of $9,000.  The  effective  tax rate was 32.5% for
the three  months  ended June 30, 2009  compared to 28.6 % for the three  months
ended June 30, 2008.

Comparison of Operating Results for the Six Months Ended June 30, 2009 and
June 30, 2008

     General.  We had net  income of $78,000  for the six months  ended June 30,
2009  compared to a net loss of $96,000 for the six months  ended June 30, 2008.
The $174,000  improvement was attributable to an increase in net interest income
of $362,000,  an increase in other income of  $158,000,  partially  offset by an
increase in other expenses of $243,000,  an $8,000 increase in the provision for
loan losses,  and an increase in income tax of $95,000.  The net interest income
improvement  was  generated by an increase in higher  yielding  interest-earning
assets and the  Company's  ability to reduce the deposit costs in a low interest
rate  environment,  all of which positively  impacted the net interest margin in
the first six months of 2009 compared to the first six months of 2008. Decreased
short term  interest  rates have provided an  opportunity  to lower our costs on
deposits at a faster  rate than our loans and  investments,  providing  positive
results in our net interest  margin and  profitability  year over year.  The net
interest  margin  increased by 25 basis points to 2.36% for the six months ended
June 30, 2009 from 2.11% for the six months ended June 30, 2008.

     Interest and Dividend  Income.  Interest and dividend  income  decreased by
$81,000,  or 1.6% to $4.9  million  for the six months  ended June 30, 2009 from
$4.9  million for the six months ended June 30,  2008.  The $81,000  decrease in
interest and  dividend  income  resulted  primarily  from a $121,000,  or 24.0%,
increase  in  interest  income  from  mortgage-backed  securities,  offset  by a
$115,000, or 16.8%, decrease in interest income from securities, and an $87,000,
or  96.7%   decrease   in   interest   income   from  other   sources.   Average
interest-earning  assets increased by $11.4 million,  or 6.3%, to $193.6 million
for the six months  ended June 30, 2009 from  $182.2  million for the six months
ended June 30, 2008. The yield on interest  earning assets decreased by 40 basis
points to 5.02% for the six months ended June 30, 2009 compared to 5.42% for the
six months ended June 30, 2008,  reflecting  decreases in interest yields in all
asset  categories  due to the 175  basis  point  drop in  interest  rates by the
Federal Reserve since June 30, 2008.

     Interest Expense.  Interest expense decreased  $443,000,  or 14.7%, to $2.6
million  for the six months  ended June 30,  2009 from $3.0  million for the six
months ended June 30, 2008. The decrease in interest expense resulted from lower
average rates paid on deposit  liabilities  despite an increase in the aggregate
average  balance.  Average balances in interest  bearing  liabilities  increased

                                       24
<PAGE>

Comparison of Operating Results for the Six Months Ended June 30, 2009 and
June 30, 2008 (continued)

$10.3 million, or 6.4%, to $171.5 million for the six months ended June 30, 2009
compared to $161.2  million for the six months ended June 30, 2008.  The average
cost of interest-bearing  liabilities  decreased by 74 basis points to 3.00% for
the six months  ended June 30, 2009 from 3.74% for the six months ended June 30,
2008. The average cost of deposit accounts decreased by 96 basis points to 2.64%
for the six months  ended  June 30,  2009  compared  to 3.60% for the six months
ended June 30, 2008. The average cost of borrowings  increased by 4 basis points
to 4.22% for the six months  ended June 30,  2009  compared to 4.18% for the six
months ended June 30, 2008.  The decrease in interest  expense  reflects a lower
cost of funds in deposits in a lower interest rate environment.

     Net Interest Income. Net interest income increased  $362,000,  or 18.8%, to
$2.3  million for the six months  ended June 30, 2009 from $1.9  million for the
six months  ended June 30, 2008.  The  increase in net  interest  income was due
primarily to a decrease in the average cost of our interest-bearing  liabilities
of 74 basis  points,  while the  average  yield on our  interest-earning  assets
decreased  by 40 basis  points.  Our net interest  margin  increased by 25 basis
points to 2.36% for the six months  ended  June 30,  2009 from 2.11% for the six
months  ended  June 30,  2008.  The  increase  in net  interest  margin was also
attributable to the effect of a decrease of 175 basis points in short term rates
by the Federal Reserve Bank from June 30, 2008 to June 30, 2009.

     Provision for Loan Losses. Based on management's  evaluation of the factors
that determine the level of the allowance for loan losses, we recorded a $14,000
provision  for loan losses for the six month period ended June 30, 2009 compared
to the $6,000  provision for loan losses for the six month period ended June 30,
2008.  We  continue  to  maintain  exceptional  credit  quality  within our loan
portfolio with no  charge-offs  recorded  within either  reporting  period.  The
allowance  for loan losses as of June 30, 2009 was  $357,000,  or 0.30% of total
loans, compared to $327,000, or 0.25% of total loans as of June 30, 2008. We had
non-accrual  loans totaling  $460,000,  or 0.38% of total loans receivable as of
June 30, 2009 compared to $36,000, or 0.03% of loans in non-accrual status as of
June 30, 2008.

     Other Income.  Other income increased  $158,000,  or 70.2%, to $383,000 for
the six months ended June 30, 2009 compared to $225,000 for the six months ended
June 30, 2008. We sold $5.3 million of mortgage-backed securities and recorded a
$92,000  gain on sale.  We also had an  increase  of  $24,000  in  service  fees
resulting from an increase in checking  account service charge fees. The $68,000
increase in other income was  primarily  the result of mortgage fees and gain on
sale of fixed rate mortgages to FHLMC. The reduction in fee income resulted from
a $26,000 decrease in Oakleaf subsidiary revenue.

     Other  Expenses.  Other  expenses  increased  $243,000,  or 10.6%,  to $2.5
million for the six months ended June 30, 2009  compared to $2.3 million for the
six months  ended June 30,  2008.  The  $180,000  increase in other  expense was
mainly the result of an  additional  $174,000 in FDIC premium due to the $91,000
special assessment accrued in the second quarter and an $83,000 first and second
quarter  assessment  at an  increased  rates  over the prior  year,  $65,000  in
salaries  and benefits  expense  primarily  due to annual cost of living  raises
effective January 1 of each year,  additional  occupancy expense of $21,000, and
additional mortgage fees and taxes of $20,000,  partially offset by $65,000 less
in advertising expense.

     Income  Taxes.  We had pre-tax  net income of  $119,000  for the six months
ended June 30, 2009 versus a pre-tax  loss of $150,000  for the six months ended
June 30, 2008,  which resulted in a $41,000 tax expense for the six months ended
June 30,  2009,  versus a $54,000 tax benefit for the six months  ended June 30,
2008, a change of $95,000.  The  effective tax rate was 34.5% for the six months
ended June 30, 2009 compared to (36.0%) for the six months ended June 30, 2008.

                                       25
<PAGE>
Liquidity and Capital Resources

Liquidity is the ability to meet current and future  financial  obligations of a
short-term nature. Our primary sources of funds consist of deposit inflows, loan
repayments, advances from the Federal Home Loan Bank of New York, maturities and
principal repayments of securities,  and recently,  but to a lesser extent, loan
sales.  While maturities and scheduled  amortization of loans and securities are
predictable sources of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates,  economic conditions and competition.  Our
asset/liability   management  committee  is  responsible  for  establishing  and
monitoring  our  liquidity  targets  and  strategies  in  order to  ensure  that
sufficient  liquidity  exists  for  meeting  the  borrowing  needs  and  deposit
withdrawals of our customers as well as unanticipated contingencies.  We seek to
maintain a liquidity  ratio of 10.0% or greater.  For the quarter ended June 30,
2009, our liquidity ratio averaged 18.6%. We believe that we have enough sources
of liquidity to satisfy our short and long-term  liquidity  needs as of June 30,
2009.

We regularly  adjust our  investments in liquid assets based upon our assessment
of:

      (i)      expected loan demand;

      (ii)     expected deposit flows;

      (iii)    yields available on interest-earning deposits and securities; and

      (iv)     the objectives of our asset/liability management program.

Excess  liquid  assets are  invested  generally  in  interest-earning  deposits,
short-term and intermediate-term securities and federal funds sold.

Our most liquid assets are cash and cash equivalents. The levels of these assets
are dependent on our  operating,  financing,  lending and  investing  activities
during any given period.  At June 30, 2009,  cash and cash  equivalents  totaled
$6.3 million.

Our cash flows are derived from operating  activities,  investing activities and
financing  activities as reported in our  Consolidated  Statements of Cash Flows
included in our Consolidated Financial Statements.

At June 30,  2009,  we had $3.8  million  in loan  commitments  outstanding.  In
addition to commitments to originate  loans, we had $7.6 million in unused lines
of credit to borrowers. Certificates of deposit, including individual retirement
accounts  comprised  solely of certificates of deposits,  due within one year of
June 30, 2009 totaled $72.0 million, or 76.4% of our certificates of deposit and
50.7% of total  deposits.  If these  deposits  do not remain with us, we will be
required to seek other  sources of funds  including  loan sales,  other  deposit
products,  including  certificates  of  deposit,  and  Federal  Home  Loan  Bank
advances. Depending on market conditions, we may be required to pay higher rates
on such deposits or other  borrowings than we currently pay on the  certificates
of deposit due on or before June 30, 2010.  We believe,  however,  based on past
experience  that a significant  portion of such deposits will remain with us. We
have the ability to attract and retain  deposits by adjusting the interest rates
offered.

Our primary  investing  activity is and will continue to be  originating  loans.
During the three months  ended June 30, 2009,  we  originated  $14.2  million of
loans.

Financing  activities  consist  primarily  of activity in deposit  accounts  and
Federal  Home Loan Bank  borrowings.  We  experienced  a net  increase  in total
deposits of $14.5 million for the quarter ended June 30, 2009. Deposit flows are
affected by the overall level of interest rates, the interest rates and products
offered by us and our local competitors, and by other factors.

                                       26
<PAGE>
Liquidity and Capital Resources (Continued)

Liquidity  management  is  both a  daily  and  long-term  function  of  business
management.  If we require funds beyond our ability to generate them internally,
borrowing  agreements  exist with the Federal Home Loan Bank of New York,  which
provides  an  additional  source of  funds.  Federal  Home Loan Bank  borrowings
decreased  by $7.8  million to $37.7  million for the six months  ended June 30,
2009,  compared to a net increase of $19.5  million to $45.1 million for the six
months ended June 30, 2008.  Federal Home Loan Bank  borrowings  have  primarily
been used to fund loan demand and expanding the  investment  portfolio.  At June
30,  2009,  we had the ability to borrow  approximately  $91.8  million from the
Federal Home Loan Bank of New York, of which $37.7 million had been advanced.

Fairport  Savings Bank is subject to various  regulatory  capital  requirements,
including a  risk-based  capital  measure.  The  risk-based  capital  guidelines
include  both  a  definition  of  capital  and  a  framework   for   calculating
risk-weighted  assets by assigning  balance sheet assets and  off-balance  sheet
items to broad risk categories. At June 30, 2009, Fairport Savings Bank exceeded
all regulatory capital requirements, and was considered "well capitalized" under
regulatory guidelines.

Off-Balance Sheet Arrangements

In the  ordinary  course of business,  the Company is a party to  credit-related
financial instruments with off-balance sheet risk to meet the financing needs of
our customers. These financial instruments include commitments to extend credit.
We follow the same credit policies in making commitments as we do for on-balance
sheet instruments.

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. The commitments for equity lines of credit may expire
without  being  drawn  upon.  Therefore,  the total  commitment  amounts  do not
necessarily  represent  future  cash  requirements.  The  amount  of  collateral
obtained,  if it is deemed necessary by us, is based on our credit evaluation of
the customer.

At June 30, 2009 and 2008, we had $3.8 million and $6.9  million,  respectively,
of commitments to grant loans, and $7.6 million and $7.7 million,  respectively,
of unfunded commitments under lines of credit.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Not applicable since the Company is a smaller reporting company.

Item 4T. Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our Chief  Executive  Officer and Chief  Financial  Officer,  we  evaluated  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures (as defined in Rule  13a-15(e) and 15d-15(e)  under the Exchange Act)
as of the end of the period covered by this report.  Based upon that evaluation,
the Chief Executive  Officer and Chief Financial  Officer  concluded that, as of
the end of the period  covered  by this  report,  our  disclosure  controls  and
procedures were effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities  Exchange Act
of 1934 is recorded, processed,  summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.

There were no significant  changes made in the Company's  internal  control over
financial  reporting  or in other  factors that could  significantly  affect the
Company's internal control over financial reporting during the period covered by
this report that has materially affected,  or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

                                       27
<PAGE>
                           Part II - Other Information

Item 1. Legal Proceedings

     The  Company and its  subsidiaries  are  subject to various  legal  actions
arising in the normal  course of  business.  In the opinion of  management,  the
resolution  of these legal  actions is not  expected to have a material  adverse
effect on the Company's financial condition or results of operations.

Item 1A. Risk Factors

     In addition to the other  information  contained this  Quarterly  Report on
Form 10-Q, the following risk factors  represent  material updates and additions
to the risk factors previously  disclosed in the Company's Annual Report on Form
10-K for the Year Ended  December 31,  2008,  as filed with the  Securities  and
Exchange  Commission.  Additional  risks not  presently  known to us, or that we
currently deem  immaterial,  may also adversely  affect our business,  financial
condition  or  results of  operations.  Further,  to the extent  that any of the
information  contained  in  this  Quarterly  Report  on  Form  10-Q  constitutes
forward-looking statements, the risk factors set forth below also are cautionary
statements  identifying important factors that could cause our actual results to
differ materially from those expressed in any forward-looking statements made by
or on behalf of us.

Any Future FDIC Insurance Premiums Will Adversely Impact Our Earnings.

     On May 22,  2009,  the FDIC adopted a final rule levying a five basis point
special assessment on each insured depository  institution's assets minus Tier 1
capital as of June 30, 2009. The special  assessment is payable on September 30,
2009. We recorded an expense of $91,000  during the quarter ended June 30, 2009,
to reflect the special  assessment.  The final rule  permits the FDIC's Board of
Directors to levy up to two additional  special  assessments of up to five basis
points each during 2009 if the FDIC  estimates  that the Deposit  Insurance Fund
reserve  ratio will fall to a level that the FDIC's Board of Directors  believes
would adversely affect public  confidence or to a level that will be close to or
below zero.  The FDIC has publicly  announced  that it is probable  that it will
levy an additional  special assessment of up to five basis points later in 2009,
the amount and timing of which are  currently  uncertain.  Any  further  special
assessments  that the FDIC  levies  will be  recorded  as an expense  during the
appropriate  period.  In addition,  the FDIC  materially  increased  the general
assessment rate and, therefore,  our FDIC general insurance premium expense will
increase substantially compared to prior periods.

A  Legislative  Proposal Has Been  Introduced  That Would  Eliminate our Primary
Federal Regulator and Require us to Convert to a National Bank or State Bank.

     The U.S. Treasury Department recently released a legislative  proposal that
would implement sweeping changes to the current bank regulatory  structure.  The
proposal  would  create a new  federal  banking  regulator,  the  National  Bank
Supervisor,  and merge our  current  primary  federal  regulator,  the Office of
Thrift  Supervision,  as well as the Office of the  Comptroller  of the Currency
(the primary  federal  regulator for national  banks) into this new federal bank
regulator.  The proposal would also eliminate  federal savings banks and require
all federal savings banks,  such as Fairport Savings Bank, to elect,  within six
months of the effective date of the legislation, to convert to either a national
bank, state bank or state savings association.  A federal savings bank that does
not make the election  would,  by operation of law, be converted into a national
bank within one year of the effective date of the legislation. As of the date of
this quarterly report on Form 10-Q, the legislative  proposals  contained in the
Treasury  white paper,  including its proposal to eliminate the federal  thrift,
have  not been  formally  considered  by  either  house  of the  U.S.  Congress.
Accordingly,  it is not clear  whether  the  proposal to  eliminate  the federal
thrift charter will become law.

                                       28
<PAGE>

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     (a)  There  were no sales of  unregistered  securities  during  the  period
          covered by this Report.

     (b)  Not applicable.

     (c)  There  were no issuer  repurchases of  securities  during  the  period
          covered by this Report.


Item 3. Defaults Upon Senior Securities

          Not applicable.

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

     (a)  On May 20, 2009 the Company held its Annual Meeting of Stockholders.

     (b)  At the  meeting,  Thomas J. Hanss, James E. Smith and Alicia H. Pender
          were elected, each to serve a three-year term.

                           The following directors continue in office:

                                Dana C. Gavenda
                                Robert W. Sturn
                                Charis W. Warshof
                                Gary Lindsay
                                Terence O'Neil
                                Lowell T. Twitchell

     (c)  Stockholders voted on the following matters:

          (i)  The election of the following directors of the Company:


DIRECTOR                       FOR                        WITHHELD
--------                       ---                        --------

Thomas J. Hanss            1,237,584                       45,000
                           ---------                       ------
James E. Smith             1,237,559                       45,025
                           ---------                       ------
Alicia H. Pender           1,240,459                       45,125
                           ---------                       ------

        (ii)   The ratification of the appointment of Beard Miller LLP as the
independent registered public accounting firm for the Company for the year
ending December 31, 2009:
                                                                   BROKER
VOTES                FOR         AGAINST          ABSTENTIONS      NON-VOTES
-----                ---         -------          -----------      ---------

1,282,584         1,281,784         0                 800              0
---------         ---------     ---------         -----------      ---------


Item 5. Other Information

          Not applicable

                                       29
<PAGE>
Item 6. Exhibits

     The  following  exhibits  are  either  filed as part of this  report or are
incorporated herein by reference:

   3.1      Charter of FSB Community Bankshares, Inc.*
   3.2      Bylaws of FSB Community Bankshares, Inc.*
   4        Form of Common Stock Certificate of FSB Community Bankshares, Inc.*
   10.1     Amended and Restated Employment Agreement between FSB Community
            Bankshares, Inc. and Dana C. Gavenda**
   10.2     Supplemental Executive Retirement Plan*
   10.3     Form of Employee Stock Ownership Plan*
   31.1     Certification of Chief Executive Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002
   31.2     Certification of Chief Financial Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002
   32       Certification of Chief Executive Officer and Chief Financial Officer
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
         --------------------
     *   Filed as exhibits to the Company's Registration Statement on Form SB-2,
         and any amendments thereto, with the Securities and Exchange Commission
         (Registration No. 333-141380) on March 16, 2007.
     **  Filed as an exhibit to the Company's Current Report on form 8-K filed
         with the Securities and Exchange Commission on April 7, 2009.

                                       30
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                       FSB COMMUNITY BANKSHARES, INC.


Date:    August 14, 2009               /s/ Dana C. Gavenda
                                       ----------------------------------------
                                       Dana C. Gavenda
                                       President and Chief Executive Officer


Date:    August 14, 2009               /s/ Kevin D. Maroney
                                       ----------------------------------------
                                       Kevin D. Maroney
                                       Executive Vice President and Chief
                                       Financial Officer

                                       31
<PAGE>


                                                                    Exhibit 31.1

                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dana C. Gavenda, certify that:

1.     I have reviewed this June 30, 2009  Quarterly  Report on Form 10-Q of FSB
       Community Bankshares, Inc.;

2.     Based on my knowledge,  this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements  made,  in  light  of  the  circumstances   under  which  such
       statements  were made, not misleading  with respect to the period covered
       by this report;

3.     Based on my knowledge,  the consolidated financial statements,  and other
       financial  information  included in this  report,  fairly  present in all
       material respects the financial condition, results of operations and cash
       flows of the  registrant  as of, and for,  the periods  presented in this
       report;

4.     The  registrant's  other  certifying  officer and I are  responsible  for
       establishing  and  maintaining  disclosure  controls and  procedures  (as
       defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and  internal
       control  over  financial  reporting  (as  defined in  Exchange  Act Rules
       31a-15(f) and 15d-15(f)) for the registrant and have:

       a)    Designed such disclosure  controls and  procedures,  or caused such
             disclosure  controls  and  procedures  to  be  designed  under  our
             supervision,  to ensure that material  information  relating to the
             registrant,  including its consolidated subsidiaries, is made known
             to us by others  within  those  entities,  particularly  during the
             period in which this report is being prepared;

       b)    Designed such internal control over financial reporting , or caused
             such internal control over financial reporting to be designed under
             our  supervision,  to provide  reasonable  assurance  regarding the
             reliability of financial reporting and the preparation of financial
             statements  for  external  purposes in  accordance  with  generally
             accepted accounting principles; and

       c)    Evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this report our  conclusions  about
             the effectiveness of the disclosure controls and procedures,  as of
             the  end of the  period  covered  by  this  report  based  on  such
             evaluation; and

       d)    Disclosed  in this report any change in the  registrant's  internal
             control  over  financial   reporting   that  occurred   during  the
             registrant's   most  recent  fiscal  quarter  that  has  materially
             affected,  or  is  reasonably  likely  to  materially  affect,  the
             registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed,  based on
       our most recent evaluation of internal control over financial  reporting,
       to the registrant's  auditors and the audit committee of the registrant's
       board of directors:

       a)    All significant  deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which are
             reasonably  likely to adversely affect the registrant's  ability to
             record, process, summarize and report financial information; and

       b)    Any fraud,  whether or not material,  that  involves  management or
             other employees who have a significant role in the
                  registrant's internal control over financial reporting.


Date:   August 14, 2009                /s/ Dana C. Gavenda
                                       ----------------------------------------
                                       Dana C. Gavenda
                                       President and Chief Executive Officer

<PAGE>

                                                                    Exhibit 31.2

                    Certification of Chief Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin D. Maroney, certify that:

1.     I have reviewed this June 30, 2009  Quarterly  Report on Form 10-Q of FSB
       Community Bankshares, Inc.;

2.     Based on my knowledge,  this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements  made,  in  light  of  the  circumstances   under  which  such
       statements  were made, not misleading  with respect to the period covered
       by this report;

3.     Based on my knowledge,  the consolidated financial statements,  and other
       financial  information  included in this  report,  fairly  present in all
       material respects the financial condition, results of operations and cash
       flows of the  registrant  as of, and for,  the periods  presented in this
       report;  4.  The  registrant's   other  certifying   officer  and  I  are
       responsible  for  establishing  and maintaining  disclosure  controls and
       procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
       internal  control over  financial  reporting  (as defined in Exchange Act
       Rules 31a-15(f) and 15d-15(f)) for the registrant and have:

       a)    Designed such disclosure  controls and  procedures,  or caused such
             disclosure  controls  and  procedures  to  be  designed  under  our
             supervision,  to ensure that material  information  relating to the
             registrant,  including its consolidated subsidiaries, is made known
             to us by others  within  those  entities,  particularly  during the
             period in which this report is being prepared;

       b)    Designed such internal control over financial reporting , or caused
             such internal control over financial reporting to be designed under
             our  supervision,  to provide  reasonable  assurance  regarding the
             reliability of financial reporting and the preparation of financial
             statements  for  external  purposes in  accordance  with  generally
             accepted accounting principles; and

       c)    Evaluated the effectiveness of the registrant's disclosure controls
             and procedures and presented in this report our  conclusions  about
             the effectiveness of the disclosure controls and procedures,  as of
             the  end of the  period  covered  by  this  report  based  on  such
             evaluation; and

       d)    Disclosed  in this report any change in the  registrant's  internal
             control  over  financial   reporting   that  occurred   during  the
             registrant's   most  recent  fiscal  quarter  that  has  materially
             affected,  or  is  reasonably  likely  to  materially  affect,  the
             registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed,  based on
       our most recent evaluation of internal control over financial  reporting,
       to the registrant's  auditors and the audit committee of the registrant's
       board of directors:

       a)    All significant  deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which are
             reasonably  likely to adversely affect the registrant's  ability to
             record, process, summarize and report financial information; and

       b)    Any fraud,  whether or not material,  that  involves  management or
             other  employees  who have a significant  role in the  registrant's
             internal control over financial reporting.

Date:    August 14, 2009                    /s/ Kevin D. Maroney
                                            ------------------------------------
                                            Kevin D. Maroney
                                            Executive Vice President and Chief
                                            Financial Officer

<PAGE>

                                                                      Exhibit 32

  Certification of Chief Executive Officer and Chief Financial Officer Pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002

     Dana C.  Gavenda,  Chief  Executive  Officer and President of FSB Community
Bankshares, Inc., (the "Company") and Kevin D. Maroney, Executive Vice President
and Chief Financial  Officer of the Company,  each certify in his capacity as an
officer of the Company that he has reviewed  the  quarterly  report on Form 10-Q
for the quarter  ended June 30, 2009 (the  "Report") and that to the best of his
knowledge:

     1.      the Report fully complies with the  requirements  of Sections 13(a)
             or 15(d) of the Securities Exchange Act of 1934; and

     2.      the  information  contained in the Report fairly  presents,  in all
             material   respects,   the  financial   condition  and  results  of
             operations of the Company.





Date:  August 14, 2009                 /c/ Dana C. Gavenda
                                       ----------------------------------------
                                       Dana C. Gavenda
                                       President and Chief Executive Officer



Date:  August 14, 2009                 /s/ Kevin D. Maroney
                                       ----------------------------------------
                                       Kevin D. Maroney
                                       Executive Vice President and Chief
                                       Financial Officer


A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.