##### 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: SEPTEMBER 30, 2007
 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 
incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 110 Riverbend Avenue, Lewis Center, Ohio 43035
   (Registrants telephone number)
 þ o
  o þ o
 o þ




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##### 



PagePART I  FINANCIAL INFORMATIONITEM 1  Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Comprehensive Income
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to the Consolidated Financial Statements
    
    
    7ITEM 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk
    
    
    21ITEM 4  Controls and Procedures
    
    
    23PART II  OTHER INFORMATION
    
    
    24SIGNATURES
    
    
    26EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



Financial Statements
 September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCash and due from financial institutions
    
    $
    14,870
    
    
    $
    15,894Federal funds sold
    
    
    10,800
    
    
    
    Total cash and cash equivalents
    
    
    25,670
    
    
    
    15,894Securities available for sale
    
    
    89,776
    
    
    
    88,071Loans held for sale
    
    
    749
    
    
    
    1,455Loans
    
    
    527,610
    
    
    
    552,463Less allowance for loan losses
    
    
    (6,038
    )
    
    
    (5,442
    )Net loans
    
    
    521,572
    
    
    
    547,021Real estate owned
    
    
    857
    
    
    
    Investment in FHLB stock
    
    
    3,670
    
    
    
    3,604Premises and equipment, net
    
    
    12,320
    
    
    
    9,468Investment in unconsolidated affiliates
    
    
    1,302
    
    
    
    968Bank owned life insurance
    
    
    14,743
    
    
    
    9,396Accrued interest receivable and other assets
    
    
    10,540
    
    
    
    8,127Total assets
    
    $
    681,199
    
    
    $
    684,004LIABILITIESDepositsNoninterest-bearing
    
    $
    52,428
    
    
    $
    70,428Interest-bearing
    
    
    463,352
    
    
    
    453,666Total deposits
    
    
    515,780
    
    
    
    524,094Federal funds purchased and other short-term borrowings
    
    
    14,100
    
    
    
    1,776Federal Home Loan Bank advances
    
    
    87,247
    
    
    
    93,736Accrued interest payable and other liabilities
    
    
    2,753
    
    
    
    2,999Total liabilities
    
    
    619,880
    
    
    
    622,605SHAREHOLDERS EQUITYCommon stock, no par value, 7,500,000 shares authorized,
  4,273,908 issued at September 30, 2007 and 4,273,750
issued at December 31, 2006
    
    
    3,780
    
    
    
    3,780Retained earnings
    
    
    70,936
    
    
    
    68,807Treasury stock, at cost, 542,943 and 458,786
shares at September 30, 2007 and December 31, 2006, respectively
    
    
    (13,189
    )
    
    
    (10,841
    )Accumulated other comprehensive loss
    
    
    (208
    )
    
    
    (347
    )Total shareholders equity
    
    
    61,319
    
    
    
    61,399Total liabilities and shareholders equity
    
    $
    681,199
    
    
    $
    684,004
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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest and dividend incomeLoans
    
    $
    9,765
    
    
    $
    10,399
    
    
    $
    29,763
    
    
    $
    29,759Taxable securities
    
    
    891
    
    
    
    860
    
    
    
    2,655
    
    
    
    2,585Tax-exempt securities
    
    
    224
    
    
    
    238
    
    
    
    678
    
    
    
    708Federal funds sold and other
    
    
    79
    
    
    
    71
    
    
    
    274
    
    
    
    149Total interest income
    
    
    10,959
    
    
    
    11,568
    
    
    
    33,370
    
    
    
    33,201Interest expenseDeposits
    
    
    4,500
    
    
    
    4,633
    
    
    
    13,972
    
    
    
    12,520Borrowings
    
    
    1,045
    
    
    
    1,098
    
    
    
    3,057
    
    
    
    3,171Total interest expense
    
    
    5,545
    
    
    
    5,731
    
    
    
    17,029
    
    
    
    15,691Net interest income
    
    
    5,414
    
    
    
    5,837
    
    
    
    16,341
    
    
    
    17,510Provision for loan losses
    
    
    1,100
    
    
    
    390
    
    
    
    2,784
    
    
    
    1,370Net interest income after provision for
loan losses
    
    
    4,314
    
    
    
    5,447
    
    
    
    13,557
    
    
    
    16,140Noninterest incomeService charges on deposit accounts
    
    
    674
    
    
    
    691
    
    
    
    1,983
    
    
    
    1,990Trust department income
    
    
    241
    
    
    
    165
    
    
    
    690
    
    
    
    575Net gain (loss) on sale of assets
    
    
    (123
    )
    
    
    1
    
    
    
    (195
    )
    
    
    (9
    )Gains on sale of loans
    
    
    62
    
    
    
    80
    
    
    
    269
    
    
    
    255Treasury management fees
    
    
    148
    
    
    
    132
    
    
    
    405
    
    
    
    447Data processing servicing fees
    
    
    103
    
    
    
    92
    
    
    
    308
    
    
    
    260Earnings on bank owned life insurance
    
    
    150
    
    
    
    120
    
    
    
    402
    
    
    
    368Other
    
    
    457
    
    
    
    146
    
    
    
    775
    
    
    
    399Total noninterest income
    
    
    1,712
    
    
    
    1,427
    
    
    
    4,637
    
    
    
    4,285Noninterest expenseSalaries and other employee benefits
    
    
    2,455
    
    
    
    2,262
    
    
    
    7,196
    
    
    
    6,773Occupancy and equipment
    
    
    934
    
    
    
    801
    
    
    
    2,637
    
    
    
    2,403Professional services
    
    
    107
    
    
    
    118
    
    
    
    335
    
    
    
    390Advertising
    
    
    102
    
    
    
    111
    
    
    
    305
    
    
    
    304Postage, freight and courier
    
    
    62
    
    
    
    66
    
    
    
    205
    
    
    
    267Supplies
    
    
    51
    
    
    
    70
    
    
    
    211
    
    
    
    202State franchise taxes
    
    
    106
    
    
    
    136
    
    
    
    395
    
    
    
    399Other
    
    
    694
    
    
    
    552
    
    
    
    1,927
    
    
    
    1,595Total noninterest expense
    
    
    4,511
    
    
    
    4,116
    
    
    
    13,211
    
    
    
    12,333Income before income taxes
    
    
    1,515
    
    
    
    2,758
    
    
    
    4,983
    
    
    
    8,092Federal income tax expense
    
    
    432
    
    
    
    823
    
    
    
    1,193
    
    
    
    2,403Net income
    
    $
    1,083
    
    
    $
    1,935
    
    
    $
    3,790
    
    
    $
    5,689Basic and diluted earnings
per common share
    
    $
    0.29
    
    
    $
    0.51
    
    
    $
    1.01
    
    
    $
    1.49Dividends per share
    
    $
    0.15
    
    
    $
    0.14
    
    
    $
    0.44
    
    
    $
    0.41
  4




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income
    
    $
    1,083
    
    
    $
    1,935
    
    
    $
    3,790
    
    
    $
    5,689Unrealized gains on securities
available for sale, net of tax benefits
    
    
    484
    
    
    
    605
    
    
    
    139
    
    
    
    24Comprehensive income
    
    $
    1,567
    
    
    $
    2,540
    
    
    $
    3,929
    
    
    $
    5,713Accumulated other comprehensive loss
    
    $
    (208
    )
    
    $
    (548
    )
    
    $
    (208
    )
    
    $
    (548
    )
  5




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Nine Months EndedSeptember 30,2007
    
    
    2006Cash flows provided by operating activities
    
    $
    54
    
    
    $
    5,912Cash flows provided by (used in) investing activitiesSecurities available for salePurchases
    
    
    (16,693
    )
    
    
    (7,743
    )Maturities, principal payments and calls
    
    
    14,172
    
    
    
    13,665Net change in loans
    
    
    22,395
    
    
    
    (4,675
    )Premises and equipment expenditures
    
    
    (3,690
    )
    
    
    (1,167
    )Net cash flows provided by investing activities
    
    
    16,184
    
    
    
    80Cash flows provided by (used in) financing activitiesNet change in deposits
    
    
    (8,314
    )
    
    
    25,916Net change in federal funds purchased and other short-term borrowings
    
    
    12,324
    
    
    
    (10,303
    )Repayment of Federal Home Loan Bank advances
    
    
    (6,489
    )
    
    
    (16,684
    )Purchase of treasury shares, net
    
    
    (2,349
    )
    
    
    (329
    )Cash dividends paid
    
    
    (1,634
    )
    
    
    (1,530
    )Net cash used in financing activities
    
    
    (6,462
    )
    
    
    (2,930
    )Net change in cash and cash equivalents
    
    
    9,776
    
    
    
    3,062Cash and cash equivalents at beginning of period
    
    
    15,894
    
    
    
    18,069Cash and cash equivalents at end of period
    
    $
    25,670
    
    
    $
    21,131Supplemental disclosures of cash flow information:Cash paid during the period for:Interest on deposits and borrowings
    
    $
    16,858
    
    
    $
    15,144Federal income taxes
    
    $
    1,850
    
    
    $
    3,214Supplemental non-cash disclosure:Unrealized gains on securities designated as available
for sale, net of tax benefits
    
    $
    139
    
    
    $
    24Cash dividends declared but unpaid
    
    $
    560
    
    
    $
    534
  6




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Income Taxes
  Earnings per share
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Weighted-average common
shares outstanding (basic)
    
    
    3,730,180
    
    
    
    3,814,708
    
    
    
    3,750,853
    
    
    
    3,816,780Dilutive effect of assumed
exercise of stock options
    
    
    1,226
    
    
    
    6,868
    
    
    
    5,863
    
    
    
    6,543Weighted-average common
shares outstanding (diluted)
    
    
    3,731,406
    
    
    
    3,821,576
    
    
    
    3,756,716
    
    
    
    3,823,323
  7




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Stock option plan
      8




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##### Table of Contents



Stock option plan (continued
  Nine Months EndedSeptember 30,2007WEIGHTEDWEIGHTED
    
    
    AVERAGEAVERAGE
    
    
    REMAININGEXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of period
    
    
    70,040
    
    
    $
    27.19
    
    
    8.0 yearsGranted
    
    
    44,214
    
    
    
    23.43
    
    
    9.8 yearsExercised
    
    
    (158
    )
    
    
    28.69Forfeited
    
    
    (6,045
    )
    
    
    26.20Outstanding at end of period
    
    
    108,051
    
    
    $
    25.80
    
    
    8.9 yearsOptions exercisable at period end
    
    
    21,553
    
    
    $
    26.13Weighted-average fair value of
options granted during the period
    
    
    
    
    
    $
    2.57
 Year EndedDecember 31,2006WEIGHTEDAVERAGEEXERCISESHARES
    
    
    PRICEOutstanding at beginning of year
    
    
    40,687
    
    
    $
    25.31Granted
    
    
    34,531
    
    
    
    29.94Exercised
    
    
    (428
    )
    
    
    30.26Forfeited
    
    
    (4,750
    )
    
    
    28.56Outstanding at end of year
    
    
    70,040
    
    
    $
    27.19Options exercisable at year-end
    
    
    8,959
    
    
    $
    24.49Weighted-average fair value of options granted
during the year
    
    
    
    
    
    $
    6.19
 9




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NUMBER OUTSTANDING
    
    RANGE OF EXERCISE PRICES108,051
    
    $23.00  $30.70
 Newly Issued Accounting Standards
     10




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
    
    Separately recognize financial assets as servicing assets or servicing liabilities, each
time it undertakes an obligation to service a financial asset by entering into certain kinds of
servicing contracts;
    
    Initially measure all separately recognized servicing assets and liabilities at fair
value, if practicable, and;
    
    Separately present servicing assets and liabilities subsequently measured at fair value
in the statement of financial position and additional disclosure for all separately recognized
servicing assets and servicing liabilities.
      11




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Application of Critical Accounting Policies
   12




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NOTE 2
 SECURITIES
  Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueSeptember 30, 2007U.S. Government and agency obligations
    
    $
    25,948
    
    
    $
    20
    
    
    $
    (77
    )
    
    $
    25,891State and municipal obligations
    
    
    23,439
    
    
    
    68
    
    
    
    (85
    )
    
    
    23,422Corporate bonds
    
    
    8,002
    
    
    
    22
    
    
    
    (52
    )
    
    
    7,972Mortgage-backed securities
    
    
    32,643
    
    
    
    64
    
    
    
    (312
    )
    
    
    32,395Total debt securities
    
    
    90,032
    
    
    
    174
    
    
    
    (526
    )
    
    
    89,680Other securities
    
    
    58
    
    
    
    46
    
    
    
    (8
    )
    
    
    96Total
    
    $
    90,090
    
    
    $
    220
    
    
    $
    (534
    )
    
    $
    89,776
  (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
    
    
    lossesU.S. Government and
agency obligations
    
    
    7
    
    
    $
    6,049
    
    
    $
    (7
    )
    
    
    11
    
    
    $
    9,295
    
    
    $
    (70
    )
    
    
    18
    
    
    $
    15,344
    
    
    $
    (77
    )State and municipal
obligations
    
    
    12
    
    
    
    4,046
    
    
    
    (32
    )
    
    
    22
    
    
    
    8,407
    
    
    
    (53
    )
    
    
    34
    
    
    
    12,453
    
    
    
    (85
    )Corporate bonds
    
    
    1
    
    
    
    4,948
    
    
    
    (52
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    4,948
    
    
    
    (52
    )Mortgage-backed and
other securities
    
    
    23
    
    
    
    5,030
    
    
    
    (36
    )
    
    
    57
    
    
    
    17,612
    
    
    
    (284
    )
    
    
    80
    
    
    
    22,642
    
    
    
    (320
    )Total temporarily
impaired securities
    
    
    43
    
    
    $
    20,073
    
    
    $
    (127
    )
    
    
    90
    
    
    $
    35,314
    
    
    $
    (407
    )
    
    
    133
    
    
    $
    55,387
    
    
    $
    (534
    )
   13




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Available for saleAmortized
    
    
    FairCost
    
    
    ValueDue in one year or less
    
    $
    10,777
    
    
    $
    10,757Due from one to five years
    
    
    9,291
    
    
    
    9,256Due from five to ten years
    
    
    18,878
    
    
    
    18,898Due after ten years
    
    
    18,443
    
    
    
    18,374Mortgage-backed and related securities
    
    
    32,643
    
    
    
    32,395Total debt securities
    
    
    90,032
    
    
    
    89,680Other securities
    
    
    58
    
    
    
    96Total
    
    $
    90,090
    
    
    $
    89,776
  NOTE 3  LOANS
  September 30,2007Commercial and industrial
    
    $
    39,722Commercial real estate
    
    
    195,189Residential real estate and home equity
    
    
    207,179Real estate construction and land development
    
    
    46,985Consumer and credit card
    
    
    38,176527,251Add: Net deferred loan origination costs
    
    
    359Total loans receivable
    
    $
    527,610
 14




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NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Balance at beginning of period
    
    $
    5,324
    
    
    $
    5,792
    
    
    $
    5,442
    
    
    $
    5,535Provision for loan losses
    
    
    1,100
    
    
    
    390
    
    
    
    2,784
    
    
    
    1,370Loans charged off
    
    
    (475
    )
    
    
    (720
    )
    
    
    (2,486
    )
    
    
    (1,680
    )Recoveries
    
    
    89
    
    
    
    105
    
    
    
    298
    
    
    
    342Balance at end of period
    
    $
    6,038
    
    
    $
    5,567
    
    
    $
    6,038
    
    
    $
    5,567
  September 30,
    
    
    December 31,2007
    
    
    2006Loans past due 90 days or more and still accruing
    
    $
    7,374
    
    
    $
    3,307Nonaccrual loans
    
    
    7,729
    
    
    
    5,189Total
    
    $
    15,103
    
    
    $
    8,496Period-end loans with no allocated allowance for loan losses
    
    $
    
    
    
    $
    Period-end loans with allocated allowance for loan losses
    
    
    7,729
    
    
    
    5,189Total
    
    $
    7,729
    
    
    $
    5,189Amount of the allowance for loan losses allocated
    
    $
    4,448
    
    
    $
    1,562Average of nonperforming loans during the period
    
    $
    10,804
    
    
    $
    4,429
 15




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Managements Discussion and Analysis of Financial Condition and Results of Operations
 INTRODUCTION
  FORWARD-LOOKING STATEMENTS
   16




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ANALYSIS OF FINANCIAL CONDITION
      COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006
 Net Income.
 17




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Net Interest Income.
   Provision and Allowance for Loan Losses.
  18




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Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 COMPARISON
OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006
 Net Income.
 Net Interest Income.
 19




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Provision and Allowance for Loan Losses.
 Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 LIQUIDITY
  20




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CAPITAL RESOURCES
     PAYMENT DUE BY YEARCONTRACTUAL
    
    
    
    
    
    Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanOBLIGATIONS
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFHLB advances
    
    $
    87,247
    
    
    $
    493
    
    
    $
    17,358
    
    
    $
    55,871
    
    
    $
    13,525Federal funds purchased and
other short-term borrowings
    
    
    14,100
    
    
    
    14,100
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    5,826
    
    
    
    197
    
    
    
    1,114
    
    
    
    1,046
    
    
    
    3,469Loan and line of credit
commitments
    
    
    121,575
    
    
    
    121,575
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    228,748
    
    
    $
    136,365
    
    
    $
    18,472
    
    
    $
    56,917
    
    
    $
    16,994
 
 Quantitative and Qualitative Disclosure About Market Risk
 ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
  21




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22




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Controls and Procedures
   23




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Item 1  
    
    Legal Proceedings:There is no pending litigation of a material nature, other than routine litigation
incidental to the business of the Corporation and Bank, to which the Corporation or any
of its affiliates is a party or of which any of their property is the subject.
Further, there are no material legal proceedings in which any director, executive
officer, principal shareholder or affiliate of the Corporation is a party or has a
material interest, which is adverse to the Corporation or Bank. There is no routine
litigation in which the Corporation or Bank is involved, which is expected to have a
material adverse impact on the financial position or results of operations of the
Corporation or Bank.Item 1A  
    
    Risk Factors:There has been no material change in the nature of the risk factors set forth in the
Companys Form 10-K for the year ended December 31, 2006.Item 2  
    
    Unregistered Sales of Equity Securities and Use of Proceeds:
 ISSUER PURCHASES OF EQUITY SECURITIES
 (d)(c)
    
    
    Maximum NumberTotal Number of
    
    
    (or Approximate(a)
    
    
    
    
    
    
    Shares (or Units)
    
    
    Dollar Value) ofTotal Number
    
    
    (b)
    
    
    Purchased as Part
    
    
    Shares (or Units) thatof Shares (or
    
    
    Average Price
    
    
    of Publicly
    
    
    May Yet BeUnits)
    
    
    Paid per Share
    
    
    Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    (or Unit)
    
    
    or Programs(1)
    
    
    Plans or ProgramsMonth #l
7/1/2007 to 
7/31/2007
    
    
    
    
    
    

    
    
    
    

    
    
    
    Month #2
8/1/2007 to 
8/31/2007
    
    2,647

    
    
    
    21.90

    
    
    
    2,647

    
    
    
    197,353Month #3
9/1/2007 to
9/30/2007
    
    1,866

    
    
    
    21.66

    
    
    
    1,866

    
    
    
    195,487Total
    
    4,513

    
    
    
    21.78

    
    
    
    4,513

    
    
    
    195,487
 
 (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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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
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DCB FINANCIAL CORP(Registrant)Date: November 9, 2007
    
    /s/ Jeffrey T. Benton

Jeffrey T. BentonPresident and Chief Executive OfficerDate: November 9, 2007
    
    /s/ John A. Ustaszewski

John A. UstaszewskiSenior Vice President and Chief Financial Officer
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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