##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended: MARCH 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission file number: 0-22387
 DCB Financial Corp
  Ohio
    
    31-1469837(State or other jurisdiction of
    
    (I.R.S. Employer Identification Number)incorporation or organization)
 110 Riverbend Avenue, Lewis Center, Ohio 43035
   (Registrants telephone number)
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer  o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ




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##### 



PagePART I  FINANCIAL INFORMATIONITEM 1  Financial StatementsCondensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Comprehensive Income (Loss)
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to the Condensed Consolidated Financial Statements
    
    
    7ITEM 1A  Risk Factors
    
    
    16ITEM 2  Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    17ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
    
    
    22ITEM 4  Controls and Procedures
    
    
    23PART II  OTHER INFORMATION
    
    
    24SIGNATURES
    
    
    26EX-31.1EX-31.2EX-32.1EX-32.2
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##### Table of Contents



Financial Statements
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCash and due from financial institutions
    
    $
    12,722
    
    
    $
    19,632Interest-bearing deposits
    
    
    18,992
    
    
    
    10,000Federal funds sold
    
    
    17,000
    
    
    
    4,000Total cash and cash equivalents
    
    
    48,714
    
    
    
    33,632Securities available for sale, at fair value
    
    
    106,648
    
    
    
    111,360Securities held to maturity, at amortized cost
    
    
    8,002
    
    
    
    8,002Total securities
    
    
    114,650
    
    
    
    119,362Loans held for sale, at lower of cost or market
    
    
    4,732
    
    
    
    1,083Loans
    
    
    514,159
    
    
    
    513,213Less allowance for loan losses
    
    
    (7,020
    )
    
    
    (6,137
    )Net loans
    
    
    507,139
    
    
    
    507,076Real estate owned
    
    
    4,447
    
    
    
    5,071Investment in FHLB stock
    
    
    3,778
    
    
    
    3,796Premises and equipment, net
    
    
    15,197
    
    
    
    15,537Investment in unconsolidated affiliates
    
    
    1,283
    
    
    
    1,277Bank-owned life insurance
    
    
    15,790
    
    
    
    15,623Accrued interest receivable and other assets
    
    
    12,975
    
    
    
    10,107Total assets
    
    $
    728,705
    
    
    $
    712,564LIABILITIESDepositsNoninterest-bearing
    
    $
    52,570
    
    
    $
    49,018Interest-bearing
    
    
    533,852
    
    
    
    516,135Total deposits
    
    
    586,422
    
    
    
    565,153Federal funds purchased and other short-term borrowings
    
    
    4,459
    
    
    
    5,370Federal Home Loan Bank advances
    
    
    80,109
    
    
    
    83,014Accrued interest payable and other liabilities
    
    
    2,830
    
    
    
    2,968Total liabilities
    
    
    673,820
    
    
    
    656,505SHAREHOLDERS EQUITYCommon stock, no par value, 7,500,000 shares authorized,
4,273,908 issued
    
    
    3,785
    
    
    
    3,785Retained earnings
    
    
    63,564
    
    
    
    64,933Treasury stock, at cost, 556,523 shares
    
    
    (13,494
    )
    
    
    (13,494
    )Accumulated other comprehensive income
    
    
    1,030
    
    
    
    835Total shareholders equity
    
    
    54,885
    
    
    
    56,059Total liabilities and shareholders equity
    
    $
    728,705
    
    
    $
    712,564
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Three Months EndedMarch 31,2009
    
    
    2008Interest and dividend incomeLoans
    
    $
    7,104
    
    
    $
    8,801Taxable securities
    
    
    1,027
    
    
    
    885Tax-exempt securities
    
    
    274
    
    
    
    231Federal funds sold and other
    
    
    77
    
    
    
    223Total interest income
    
    
    8,482
    
    
    
    10,140Interest expenseDeposits
    
    
    2,295
    
    
    
    3,571Borrowings
    
    
    910
    
    
    
    1,099Total interest expense
    
    
    3,205
    
    
    
    4,670Net interest income
    
    
    5,277
    
    
    
    5,470Provision for loan losses
    
    
    3,435
    
    
    
    600Net interest income after provision for loan losses
    
    
    1,842
    
    
    
    4,870Noninterest incomeService charges on deposit accounts
    
    
    598
    
    
    
    611Trust department income
    
    
    236
    
    
    
    287Net gain on sale of securities
    
    
    
    
    
    
    278Net loss on sales of assets
    
    
    (25
    )
    
    
    (30
    )Gains on sale of loans
    
    
    51
    
    
    
    62Treasury management fees
    
    
    135
    
    
    
    107Data processing servicing fees
    
    
    135
    
    
    
    178Earnings on bank owned life insurance
    
    
    167
    
    
    
    165Other
    
    
    101
    
    
    
    120Total noninterest income
    
    
    1,398
    
    
    
    1,778Noninterest expenseSalaries and employee benefits
    
    
    2,524
    
    
    
    2,549Occupancy and equipment
    
    
    1,067
    
    
    
    991Professional services
    
    
    163
    
    
    
    159Advertising
    
    
    91
    
    
    
    109Postage, freight and courier
    
    
    85
    
    
    
    91Supplies
    
    
    77
    
    
    
    70State franchise taxes
    
    
    169
    
    
    
    69Federal deposit insurance premiums
    
    
    160
    
    
    
    23Other
    
    
    739
    
    
    
    790Total noninterest expense
    
    
    5,075
    
    
    
    4,851Income (loss) before income taxes (credit)
    
    
    (1,835
    )
    
    
    1,797Income tax expense (credit)
    
    
    (764
    )
    
    
    499Net income (loss)
    
    $
    (1,071
    )
    
    $
    1,298Basic and diluted earnings (loss) per common share
    
    $
    (0.29
    )
    
    $
    0.35Dividends per share
    
    $
    0.08
    
    
    $
    0.16
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Three Months EndedMarch 31,2009
    
    
    2008Net income (loss)
    
    $
    (1,071
    )
    
    $
    1,298Reclassification adjustment for realized gains,
net of tax of $95
    
    
    
    
    
    
    (183
    )Unrealized gains on securities available for sale,
net of taxes of $100 and $279 for the
respective periods
    
    
    195
    
    
    
    541Comprehensive income (loss)
    
    $
    (876
    )
    
    $
    1,656Accumulated other comprehensive income
    
    $
    1,030
    
    
    $
    445
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Three Months EndedMarch 31,2009
    
    
    2008Cash flows provided by (used in) operating activities
    
    $
    (3,743
    )
    
    $
    2,973Cash flows provided by (used in) investing activitiesSecurities available for salePurchases
    
    
    (7,479
    )
    
    
    (23,861
    )Maturities, principal payments and calls
    
    
    12,411
    
    
    
    12,487Net change in loans
    
    
    (3,447
    )
    
    
    1,740Proceeds from sale of real estate owned
    
    
    560
    
    
    
    80Investment in unconsolidated affiliate
    
    
    (6
    )
    
    
    Premises and equipment expenditures
    
    
    (99
    )
    
    
    (1,063
    )Net cash flows provided by (used in) investing activities
    
    
    1,940
    
    
    
    (10,617
    )Cash flows provided by financing activitiesNet change in deposits
    
    
    21,269
    
    
    
    51,877Net change in federal funds purchased and other short-term borrowings
    
    
    (911
    )
    
    
    (12,416
    )Repayment of Federal Home Loan Bank advances
    
    
    (2,905
    )
    
    
    (2,503
    )Cash dividends paid
    
    
    (568
    )
    
    
    (600
    )Net cash provided by financing activities
    
    
    16,885
    
    
    
    36,358Net change in cash and cash equivalents
    
    
    15,082
    
    
    
    28,714Cash and cash equivalents at beginning of period
    
    
    33,632
    
    
    
    32,068Cash and cash equivalents at end of period
    
    $
    48,714
    
    
    $
    60,782Supplemental disclosures of cash flow information:Cash paid during the period for:Interest on deposits and borrowings
    
    $
    3,141
    
    
    $
    4,219Supplemental disclosure of non-cash investing and financing activities:Unrealized gains on securities designated as available
for sale, net of tax benefits
    
    $
    195
    
    
    $
    541Transfers from loans to real estate owned
    
    $
    
    
    
    $
    597Cash dividends declared but unpaid
    
    $
    595
    
    
    $
    560
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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Earnings per share
  Three Months EndedMarch 31,2009
    
    
    2008Weighted-average common shares outstanding (basic)
    
    
    3,717,385
    
    
    
    3,717,385Dilutive effect of assumed exercise of stock options
    
    
    
    
    
    
    Weighted-average common shares outstanding (diluted)
    
    
    3,717,385
    
    
    
    3,717,385
  7




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Stock option plan
     8




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Three Months EndedMarch 31, 2009WEIGHTEDWEIGHTED
    
    
    AVERAGEAVERAGE
    
    
    REMAININGEXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of period
    
    
    159,284
    
    
    $
    22.92
    
    
    9.2 yearsGranted
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Outstanding at end of period
    
    
    159,284
    
    
    $
    22.92
    
    
    8.9 yearsOptions exercisable at period end
    
    
    49,854
    
    
    $
    24.50
 Year EndedDecember 31,2008WEIGHTEDWEIGHTED
    
    
    AVERAGEAVERAGE
    
    
    REMAININGEXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of year
    
    
    108,051
    
    
    $
    25.80
    
    
    8.9 yearsGranted
    
    
    57,643
    
    
    
    16.90
    
    
    9.8 yearsForfeited
    
    
    (6,410
    )
    
    
    22.46Exercised
    
    
    
    
    
    
    Outstanding at end of year
    
    
    159,284
    
    
    $
    22.92
    
    
    9.2 yearsOptions exercisable at year end
    
    
    39,220
    
    
    $
    26.03Weighted-average fair value of
options granted during the year
    
    
    
    
    
    $
    1.01
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NUMBER OUTSTANDING
    
    RANGE OF EXERCISE PRICES104,220
    
    $
    23.00 - $30.7055,064
    
    
    $16.90
 Recent Accounting Standards ,
  
     10




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
    
    It does not have the intent to sell the security; and
    
    It is more-likely-than-not it will not have to sell the security before recovery of its
amortized cost basis less any current period credit losses
    Application of Critical Accounting Policies
   11




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NOTE 2  SECURITIES
  Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueMarch 31, 2009U.S. Government and agency obligations
    
    $
    27,933
    
    
    $
    702
    
    
    $
    
    
    
    $
    28,635State and municipal obligations
    
    
    31,080
    
    
    
    352
    
    
    
    (306
    )
    
    
    31,126Corporate bonds
    
    
    1,014
    
    
    
    5
    
    
    
    (6
    )
    
    
    1,013Mortgage-backed and related securities
    
    
    45,004
    
    
    
    838
    
    
    
    (35
    )
    
    
    45,807Total debt securities
    
    
    105,031
    
    
    
    1,897
    
    
    
    (347
    )
    
    
    106,581Other securities
    
    
    57
    
    
    
    10
    
    
    
    
    
    
    
    67Total
    
    $
    105,088
    
    
    $
    1,907
    
    
    $
    (347
    )
    
    $
    106,648
  EstimatedAmortized
    
    
    FairCost
    
    
    ValueMarch 31, 2009Collateralized debt obligations
    
    $
    8,002
    
    
    $
    4,081
  (Less than 12 months)
    
    
    (12 months or longer)Estimated
    
    
    Gross
    
    
    
    
    
    
    Estimated
    
    
    Gross
    
    
    
    
    
    
    Estimated
    
    
    TotalDescription of
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    Unrealized
    
    
    Number of
    
    
    Fair
    
    
    UnrealizedSecurities
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    losses
    
    
    investments
    
    
    value
    
    
    lossesState and municipal
obligations
    
    
    36
    
    
    $
    13,124
    
    
    $
    (290
    )
    
    
    1
    
    
    $
    363
    
    
    $
    (16
    )
    
    
    37
    
    
    $
    13,487
    
    
    $
    (306
    )Collateralized debt
obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    4,081
    
    
    
    (3,921
    )
    
    
    2
    
    
    
    4,081
    
    
    
    (3,921
    )Corporate bonds
    
    
    1
    
    
    
    502
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    502
    
    
    
    (6
    )Mortgage-backed and
other securities
    
    
    27
    
    
    
    1,932
    
    
    
    (8
    )
    
    
    16
    
    
    
    1,777
    
    
    
    (27
    )
    
    
    43
    
    
    
    3,709
    
    
    
    (35
    )Total temporarilyimpaired securities
    
    
    64
    
    
    $
    15,558
    
    
    $
    (304
    )
    
    
    19
    
    
    $
    6,221
    
    
    $
    (3,964
    )
    
    
    83
    
    
    $
    21,779
    
    
    $
    (4,268
    )
 12




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Amortized
    
    
    FairCost
    
    
    ValueDue in one year or less
    
    $
    2,390
    
    
    $
    2,439Due from one to five years
    
    
    16,266
    
    
    
    16,597Due from five to ten years
    
    
    24,094
    
    
    
    24,525Due after ten years
    
    
    25,279
    
    
    
    21,294Mortgage-backed and related securities
    
    
    45,004
    
    
    
    45,807Total debt securities
    
    
    113,033
    
    
    
    110,662Other securities
    
    
    57
    
    
    
    67Total
    
    $
    113,090
    
    
    $
    110,729
  13




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NOTE 3  LOANS
  March 31,2009Commercial and industrial
    
    $
    47,033Commercial real estate
    
    
    214,381Residential real estate and home equity
    
    
    193,773Real estate construction and land development
    
    
    36,347Consumer and credit card
    
    
    22,478514,012Add: Net deferred loan origination costs
    
    
    147Total loans receivable
    
    $
    514,159
 NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three months endedMarch 31,2009
    
    
    2008Balance at beginning of period
    
    $
    6,137
    
    
    $
    8,298Provision for loan losses
    
    
    3,435
    
    
    
    600Loans charged off
    
    
    (2,654
    )
    
    
    (1,173
    )Recoveries
    
    
    102
    
    
    
    50Balance at end of period
    
    $
    7,020
    
    
    $
    7,775
  March 31,
    
    
    December 31,2009
    
    
    2008Loans past due 90 days or more and still accruing
    
    $
    1,045
    
    
    $
    1,146Nonaccrual loans
    
    
    6,000
    
    
    
    4,698Total
    
    $
    7,045
    
    
    $
    5,844Impaired loans are as follows:Loans with no allocated allowance for unconfirmed loan losses
    
    $
    3,485
    
    
    $
    4,644Loans with allocated allowance for unconfirmed loan losses
    
    
    13,575
    
    
    
    8,166Total
    
    $
    17,060
    
    
    $
    12,810Amount of the allowance for loan losses allocated to unconfirmed
losses on impaired loans
    
    $
    3,238
    
    
    $
    2,767Average of impaired loans during the period
    
    $
    12,890
    
    
    $
    13,301
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NOTE 5  FAIR VALUE MEASUREMENTS
    Level 1
    
    Quoted prices in active markets for identical assets or liabilitiesLevel 2
    
    Observable inputs other than Level 1 prices, such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilitiesLevel 3
    
    Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or liabilities
  Securities
   Fair Value Measurements UsingQuoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsFair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)March 31, 2009Available for sale securities
    
    $
    106,648
    
    
    $
    1,067
    
    
    $
    105,581
    
    
    $
    December 31,
2008Available for sale securities
    
    
    111,360
    
    
    
    1,926
    
    
    
    109,434
    
    
    
    
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Impaired loans
  Real Estate Owned
   Fair Value Measurements UsingQuoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsFair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)March 31,
2009Impaired loans
    
    $
    3,705
    
    
    $
    
    
    
    $
    
    
    
    $
    3,705Real estate owned
    
    
    1,042
    
    
    
    
    
    
    
    
    
    
    
    1,402December 31,
2008Impaired loans
    
    
    5,528
    
    
    
    
    
    
    
    
    
    
    
    5,528
 NOTE 6  SUBSEQUENT EVENT
    
 Risk Factors
  16




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Managements Discussion and Analysis of Financial Condition and Results of Operations
 INTRODUCTION
  FORWARD-LOOKING STATEMENTS
    Overview of the first quarter of 2009
   17




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
    
    The Corporations assets totaled $728,705 at March 31, 2009, compared to $712,564 at
December 31, 2008, an increase of $16,141, or 2.3%. The increase in assets was mainly
attributed to cash and cash equivalents.
    
    Net loss for the first three months of 2008 totaled $1,071, compared to net income in
the same period in 2008 of $1,298.
    
    The provision for loan losses totaled $3,435 for the three months ended March 31, 2009
compared to $600 in the first three months of 2008. DCB maintains an allowance for loan
losses at a level to absorb managements estimate of probable inherent credit losses in its
portfolio.
    
    With the flattening of the yield curve during 2008, the Corporations net interest
margin decreased from the preceding period. Net interest income decreased to $5,277 for
the three months ended in 2009 compared to $5,470 for the same period in 2008. The $193
decrease was mainly attributed to credit issues and non-accrual loans compared to the same
period in the prior year.
    
    The ability to generate earnings is impacted in part by competitive pricing on loans and
deposits, and by changes in the rates on various U.S. Treasury, U. S. Government Agency and
State and political subdivision issues which comprise a significant portion of the Banks
investment portfolio. The Bank is competitive with interest rates and loan fees that it
charges, in pricing and variety of accounts it offers to the depositor. The Corporation
confirms this by completing regular rate shops and comparisons versus competing financial
services companies. The dominant pricing mechanism on loans is the prime interest rate as
published in the Wall Street Journal, on a fixed rate plus spread over funding costs. The
interest spread depends on the overall account relationship and the creditworthiness of the
borrower.
    
    Deposit rates are reviewed weekly by management and are generally discussed by the
Asset/Liability Committee on a monthly basis. The Banks primary objective in setting
deposit rates is to remain competitive in the market area, develop funding opportunities
while earning an adequate interest rate margin.
 ANALYSIS OF FINANCIAL CONDITION
   18




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COMPARISON OF RESULTS OF OPERATIONS
 Net Income.
 Net Interest Income.
   19




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Provision and Allowance for Loan Losses.
    Noninterest Income.
 20




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Noninterest Expense.
 Income Taxes.
 LIQUIDITY
   CAPITAL RESOURCES
    21




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PAYMENT DUE BY YEARCONCTRACTUAL
    
    
    
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    More thanOBLIGATIONS
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFHLB advances
    
    $
    80,109
    
    
    $
    8,987
    
    
    $
    26,744
    
    
    $
    37,076
    
    
    $
    7,302Federal funds purchased and
other
short-term borrowings
    
    
    4,459
    
    
    
    4,459
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    6,705
    
    
    
    699
    
    
    
    1,866
    
    
    
    1,864
    
    
    
    2,276Loan and line of credit
commitments
    
    
    74,536
    
    
    
    74,536
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    165,809
    
    
    $
    88,681
    
    
    $
    28,610
    
    
    $
    38,940
    
    
    $
    9,578
  
 Quantitative and Qualitative Disclosure About Market Risk
 ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
     22




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##### Table of Contents



Controls and Procedures
   23




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##### Table of Contents



Item 1 
    
    Legal Proceedings:There are no matters required to be reported under this item.Item 2 
    
    Unregistered Sales of Equity Securities and Use of Proceeds:
 ISSUER PURCHASES OF EQUITY SECURITIES
 (d)Maximum Number (or(c)
    
    Approximate DollarTotal Number of Shares
    
    Value) of Shares(a)
    
    
    
    
    
    (or Units) Purchased
    
    (or Units) that MayTotal Number of
    
    (b)
    
    as Part of Publicly
    
    Yet Be PurchasedShares (or Units)
    
    Average Price Paid
    
    Announced Plans or
    
    Under the Plans orPeriod
    
    Purchased
    
    per Share (or Unit)
    
    Programs(1)
    
    ProgramsMonth #l
1/1/2009 to
1/31/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Month #2
2/1/2009 to
2/28/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Month #3
3/1/2009 to
3/31/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184,907
 
 (1)
    
    On August 16, 2007, the Company announced a repurchase program which authorizes the
repurchase of up to 200,000 of its common shares over a two year period commencing August 15,
2007. 24




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##### Table of Contents



Item 3 
    
    Defaults Upon Senior Securities:There are no matters required to be reported under this item.Item 4 
    
    Submission of Matters to a Vote of Security Holders:There are no matters required to be reported under this item.Item 5 
    
    Other Information:There are no matters required to be reported under this item.Item 6 
    
    Exhibits:Exhibits  The following exhibits are filed as a part of this report:
 Exhibit No.
    
    Exhibit3.1
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference
to the Companys Report on Form 10-Q filed with the Commission on November 14, 2003.3.2
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference
to the Companys Report on Form 10-Q filed with the Commission on November 14, 2003.31.1
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
 25




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##### Table of Contents



DCB FINANCIAL CORP
(Registrant)Date: May 11, 2009
    /s/ Jeffrey BentonJeffrey BentonPresident and Chief Executive OfficerDate: May 11, 2009
    /s/ John A. UstaszewskiJohn A. UstaszewskiSenior Vice President and Chief Financial Officer 26




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Amended and Restated Articles of Incorporation of  DCB Financial Corp, incorporated by reference to the
Companys Report on Form 10-Q filed with the Commission on November 14, 2003.3.2
    
    Amended and Restated Articles of Incorporation of DCB Financial Corp, incorporated by reference to the Companys Report on Form 10-Q filed with the Commission on November 14, 2003.31.1
    
    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 2002.32.1
    
    Certification  pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification  pursuant to 18 U.S.C. 1350, as enacted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
 27