##### 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: JUNE 30, 2008
 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
 
  þ 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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##### 



PageITEM 1  Financial StatementsCondensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Income
    
    
    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
    
    
    18ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk
    
    
    24ITEM 4  Controls and Procedures
    
    
    25PART II  OTHER INFORMATION
    
    
    26SIGNATURES
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2
  2.




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Financial Statements
 June 30,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCash and due from financial institutions
    
    $
    22,796
    
    
    $
    15,588Federal funds sold
    
    
    20,000
    
    
    
    16,480Total cash and cash equivalents
    
    
    42,796
    
    
    
    32,068Securities available for sale
    
    
    111,185
    
    
    
    89,009Loans held for sale
    
    
    1,004
    
    
    
    1,078Loans
    
    
    516,546
    
    
    
    520,493Less allowance for loan losses
    
    
    (7,684
    )
    
    
    (8,298
    )Net loans
    
    
    508,862
    
    
    
    512,195Real estate owned
    
    
    3,233
    
    
    
    1,406Investment in FHLB stock
    
    
    3,732
    
    
    
    3,670Premises and equipment, net
    
    
    15,319
    
    
    
    14,178Investment in unconsolidated affiliates
    
    
    1,300
    
    
    
    1,270Bank owned life insurance
    
    
    15,293
    
    
    
    14,963Accrued interest receivable and other assets
    
    
    10,009
    
    
    
    10,949Total assets
    
    $
    712,733
    
    
    $
    680,786LIABILITIESDepositsNoninterest-bearing
    
    $
    50,011
    
    
    $
    53,112Interest-bearing
    
    
    498,523
    
    
    
    457,762Total deposits
    
    
    548,534
    
    
    
    510,874Federal funds purchased and other short-term borrowings
    
    
    15,370
    
    
    
    16,596Federal Home Loan Bank advances
    
    
    88,278
    
    
    
    93,486Accrued interest payable and other liabilities
    
    
    3,154
    
    
    
    2,762Total liabilities
    
    
    655,336
    
    
    
    623,718SHAREHOLDERS EQUITYCommon stock, no par value, 7,500,000 shares authorized,
4,273,750 issued
    
    
    3,780
    
    
    
    3,780Retained earnings
    
    
    68,018
    
    
    
    66,690Treasury stock, at cost, 556,365 shares
    
    
    (13,489
    )
    
    
    (13,489
    )Accumulated other comprehensive income (loss)
    
    
    (912
    )
    
    
    87Total shareholders equity
    
    
    57,397
    
    
    
    57,068Total liabilities and shareholders equity
    
    $
    712,733
    
    
    $
    680,786
  3.




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest and dividend incomeLoans
    
    $
    8,319
    
    
    $
    9,947
    
    
    $
    17,120
    
    
    $
    19,998Taxable securities
    
    
    1,009
    
    
    
    890
    
    
    
    1,894
    
    
    
    1,764Tax-exempt securities
    
    
    249
    
    
    
    225
    
    
    
    480
    
    
    
    454Federal funds sold and other
    
    
    210
    
    
    
    130
    
    
    
    433
    
    
    
    195Total interest income
    
    
    9,787
    
    
    
    11,192
    
    
    
    19,927
    
    
    
    22,411Interest expenseDeposits
    
    
    3,119
    
    
    
    4,748
    
    
    
    6,690
    
    
    
    9,472Borrowings
    
    
    1,007
    
    
    
    996
    
    
    
    2,106
    
    
    
    2,012Total interest expense
    
    
    4,126
    
    
    
    5,744
    
    
    
    8,796
    
    
    
    11,484Net interest income
    
    
    5,661
    
    
    
    5,448
    
    
    
    11,131
    
    
    
    10,927Provision for loan losses
    
    
    600
    
    
    
    1,069
    
    
    
    1,200
    
    
    
    1,684Net interest income after provision for
loan losses
    
    
    5,061
    
    
    
    4,379
    
    
    
    9,931
    
    
    
    9,243Noninterest incomeService charges on deposit accounts
    
    
    663
    
    
    
    684
    
    
    
    1,274
    
    
    
    1,309Trust department income
    
    
    225
    
    
    
    200
    
    
    
    512
    
    
    
    449Net gain on sale of securities
    
    
    
    
    
    
    
    
    
    
    278
    
    
    
    Net loss on sale of assets
    
    
    (86
    )
    
    
    (65
    )
    
    
    (116
    )
    
    
    (72
    )Gains on sale of loans
    
    
    75
    
    
    
    119
    
    
    
    137
    
    
    
    207Treasury management fees
    
    
    144
    
    
    
    141
    
    
    
    251
    
    
    
    257Data processing servicing fees
    
    
    183
    
    
    
    115
    
    
    
    361
    
    
    
    205Earnings on bank owned life insurance
    
    
    165
    
    
    
    123
    
    
    
    330
    
    
    
    252Other
    
    
    147
    
    
    
    129
    
    
    
    267
    
    
    
    3181,516
    
    
    
    1,446
    
    
    
    3,294
    
    
    
    2,925Noninterest expenseSalaries and employee benefits
    
    
    2,561
    
    
    
    2,389
    
    
    
    5,110
    
    
    
    4,741Occupancy and equipment
    
    
    1,074
    
    
    
    869
    
    
    
    2,065
    
    
    
    1,703Professional services
    
    
    250
    
    
    
    129
    
    
    
    409
    
    
    
    228Advertising
    
    
    99
    
    
    
    104
    
    
    
    208
    
    
    
    203Postage, freight and courier
    
    
    53
    
    
    
    67
    
    
    
    144
    
    
    
    143Supplies
    
    
    81
    
    
    
    96
    
    
    
    151
    
    
    
    160State franchise taxes
    
    
    122
    
    
    
    131
    
    
    
    191
    
    
    
    289Other
    
    
    706
    
    
    
    724
    
    
    
    1,519
    
    
    
    1,2334,946
    
    
    
    4,509
    
    
    
    9,797
    
    
    
    8,700Income before income taxes
    
    
    1,631
    
    
    
    1,316
    
    
    
    3,428
    
    
    
    3,468Federal income tax expense
    
    
    407
    
    
    
    120
    
    
    
    906
    
    
    
    761Net income
    
    $
    1,224
    
    
    $
    1,196
    
    
    $
    2,522
    
    
    $
    2,707Basic and diluted earnings
per common share
    
    $
    0.33
    
    
    $
    0.32
    
    
    $
    0.68
    
    
    $
    0.72Dividends per share
    
    $
    0.16
    
    
    $
    0.15
    
    
    $
    0.32
    
    
    $
    0.29
  4.




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    1,224
    
    
    $
    1,196
    
    
    $
    2,522
    
    
    $
    2,707Reclassification adjustment for realized
gains, net of tax of $95
    
    
    
    
    
    
    
    
    
    
    (183
    )
    
    
    Unrealized losses on securities
available for sale, net of tax benefits
of $699, $230, $420 and $178 for
for the respective periods
    
    
    (1,357
    )
    
    
    (446
    )
    
    
    (816
    )
    
    
    (345
    )Comprehensive income (loss)
    
    $
    (133
    )
    
    $
    750
    
    
    $
    1,523
    
    
    $
    2,362Accumulated other comprehensive loss
    
    $
    (912
    )
    
    $
    (692
    )
    
    $
    (912
    )
    
    $
    (692
    )
  5.




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Six Months EndedJune 30,2008
    
    
    2007Cash flows provided by operating activities
    
    $
    3,928
    
    
    $
    2,339Cash flows provided by (used in) investing activitiesSecurities available for salePurchases
    
    
    (46,813
    )
    
    
    (10,634
    )Maturities, principal payments and calls
    
    
    23,229
    
    
    
    9,436Net change in loans
    
    
    2,270
    
    
    
    15,297Premises and equipment expenditures
    
    
    (1,918
    )
    
    
    (1,441
    )Net cash flows provided by (used in) investing activities
    
    
    (23,232
    )
    
    
    12,658Cash flows provided by (used in) financing activitiesNet change in deposits
    
    
    37,660
    
    
    
    (4,122
    )Net change in federal funds purchased and other short-term borrowings
    
    
    (1,226
    )
    
    
    1,831Repayment of Federal Home Loan Bank advances
    
    
    (5,208
    )
    
    
    (682
    )Purchase of treasury shares, net
    
    
    
    
    
    
    (2,250
    )Cash dividends paid
    
    
    (1,194
    )
    
    
    (1,074
    )Net cash provided by (used in) financing activities
    
    
    30,032
    
    
    
    (6,297
    )Net change in cash and cash equivalents
    
    
    10,728
    
    
    
    8,700Cash and cash equivalents at beginning of period
    
    
    32,068
    
    
    
    15,894Cash and cash equivalents at end of period
    
    $
    42,796
    
    
    $
    24,594Supplemental disclosures of cash flow information:Cash paid during the period forInterest on deposits and borrowings
    
    $
    8,786
    
    
    $
    10,346Income taxes
    
    $
    850
    
    
    $
    1,850Supplemental non-cash disclosure of non-cash
investing and financing activities:Unrealized losses on securities designated as available
for sale, net of tax benefits
    
    $
    816
    
    
    $
    345Transfer from loans to real estate owned
    
    $
    2,047
    
    
    $
    485Loans originated upon sale of real estate owned
    
    $
    190
    
    
    $
    26Cash dividends declared but unpaid
    
    $
    595
    
    
    $
    560
  6.




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Earnings per share
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Weighted-average common
shares outstanding (basic)
    
    
    3,717,385
    
    
    
    3,735,478
    
    
    
    3,717,385
    
    
    
    3,761,362Dilutive effect of assumed
exercise of stock options
    
    
    
    
    
    
    3,907
    
    
    
    
    
    
    
    8,569Weighted-average common
shares outstanding (diluted)
    
    
    3,717,385
    
    
    
    3,739,385
    
    
    
    3,717,385
    
    
    
    3,769,931
  7.




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Stock option plan
     8.




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Six Months EndedJune 30,2008WEIGHTEDWEIGHTED
    
    
    AVERAGE REMAININGAVERAGE EXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of period
    
    
    108,051
    
    
    $
    25.08
    
    
    8.9 yearsGranted
    
    
    57,643
    
    
    
    16.90
    
    
    9.8 yearsForfeited
    
    
    (3,373
    )
    
    
    23.86Outstanding at end of period
    
    
    162,321
    
    
    $
    22.92
    
    
    9.2 yearsOptions exercisable at period end
    
    
    32,904
    
    
    $
    26.58Weighted-average fair value of
options granted during the period
    
    
    
    
    
    $
    1.01
 Year EndedDecember 31,2007WEIGHTEDWEIGHTED
    
    
    AVERAGE REMAININGAVERAGE EXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of year
    
    
    70,040
    
    
    $
    27.19
    
    
    8.0 yearsGranted
    
    
    44,214
    
    
    
    23.43
    
    
    9.8 yearsExercised
    
    
    (158
    )
    
    
    28.69Forfeited
    
    
    (6,045
    )
    
    
    26.20Outstanding at end of year
    
    
    108,051
    
    
    $
    25.80
    
    
    8.9 yearsOptions exercisable at year end
    
    
    21,553
    
    
    $
    26.13Weighted-average fair value of
options granted during the year
    
    
    
    
    
    $
    2.57
 9.




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NUMBER OUTSTANDING
    
    RANGE OF EXERCISE PRICES105,256
    
    $
    23.00 - $30.7057,065
    
    
    $16.90
 Recent Accounting Standards
     10.




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,
  
 
  Application of Critical Accounting Policies
  11.




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NOTE 2  SECURITIES
  Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueJune 30, 2008U.S. Government and agency obligations
    
    $
    31,518
    
    
    $
    56
    
    
    $
    (440
    )
    
    $
    31,134State and municipal obligations
    
    
    27,484
    
    
    
    104
    
    
    
    (184
    )
    
    
    27,404Corporate bonds
    
    
    8,002
    
    
    
    
    
    
    
    (541
    )
    
    
    7,461Mortgage-backed securities
    
    
    45,506
    
    
    
    168
    
    
    
    (574
    )
    
    
    45,100Total debt securities
    
    
    112,510
    
    
    
    328
    
    
    
    (1,739
    )
    
    
    111,099Other securities
    
    
    57
    
    
    
    43
    
    
    
    (14
    )
    
    
    86Total
    
    $
    112,567
    
    
    $
    371
    
    
    $
    (1,753
    )
    
    $
    111,185
  (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
    
    
    20
    
    
    $
    19,530
    
    
    $
    (440
    )
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    20
    
    
    $
    19,530
    
    
    $
    (440
    )State and municipal
obligations
    
    
    33
    
    
    
    12,094
    
    
    
    (184
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33
    
    
    
    12,094
    
    
    
    (184
    )Corporate bonds
    
    
    2
    
    
    
    7,461
    
    
    
    (541
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    7,461
    
    
    
    (541
    )Mortgage-backed and
other securities
    
    
    80
    
    
    
    24,674
    
    
    
    (540
    )
    
    
    14
    
    
    
    697
    
    
    
    (48
    )
    
    
    94
    
    
    
    25,371
    
    
    
    (588
    )Total temporarily
impaired securities
    
    
    135
    
    
    $
    63,759
    
    
    $
    (1,705
    )
    
    
    14
    
    
    $
    697
    
    
    $
    (48
    )
    
    
    149
    
    
    $
    64,456
    
    
    $
    (1,753
    )
  12.




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Available for saleAmortized
    
    
    FairCost
    
    
    ValueDue in one year or less
    
    $
    2,430
    
    
    $
    2,437Due from one to five years
    
    
    15,197
    
    
    
    15,130Due from five to ten years
    
    
    25,131
    
    
    
    24,930Due after ten years
    
    
    24,246
    
    
    
    23,502Mortgage-backed and related securities
    
    
    45,506
    
    
    
    45,100Total debt securities
    
    
    112,510
    
    
    
    111,099Other securities
    
    
    57
    
    
    
    86Total
    
    $
    112,567
    
    
    $
    111,185
  NOTE 3  LOANS
  June 30,2008Commercial and industrial
    
    $
    44,842Commercial real estate
    
    
    196,006Residential real estate and home equity
    
    
    200,981Real estate construction and land development
    
    
    44,746Consumer and credit card
    
    
    29,768516,343Add: Net deferred loan origination costs
    
    
    203Total loans receivable
    
    $
    516,546
 13.




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NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Balance at beginning of period
    
    $
    7,775
    
    
    $
    5,344
    
    
    $
    8,298
    
    
    $
    5,442Provision for loan losses
    
    
    600
    
    
    
    1,069
    
    
    
    1,200
    
    
    
    1,684Loans charged off
    
    
    (787
    )
    
    
    (1,181
    )
    
    
    (1,959
    )
    
    
    (2,011
    )Recoveries
    
    
    96
    
    
    
    92
    
    
    
    145
    
    
    
    209Balance at end of period
    
    $
    7,684
    
    
    $
    5,324
    
    
    $
    7,684
    
    
    $
    5,324
  June 30,
    
    
    December 31,2008
    
    
    2007Loans past due 90 days or more and still accruing
    
    $
    1,096
    
    
    $
    2,740Nonaccrual loans
    
    
    11,832
    
    
    
    10,360Total
    
    $
    12,928
    
    
    $
    13,100Impaired loans (most of which are included in
nonperforming loans above) were as follows:Period-end loans with no allocated allowance for loan losses
    
    $
    
    
    
    $
    538Period-end loans with allocated allowance for loan losses
    
    
    11,832
    
    
    
    9,800Total
    
    $
    11,832
    
    
    $
    10,338Amount of the allowance for loan losses allocated to unconfirmed
losses on impaired loans
    
    $
    3,692
    
    
    $
    2,114Average of impaired loans during the period
    
    $
    11,348
    
    
    $
    7,907
 NOTE 5  FAIR VALUE MEASUREMENTS
 Fair Value Measurements
  14.




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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)Available for sale securities
    
    $
    111,185
    
    
    $
    5,553
    
    
    $
    105,632
    
    
    $
    
 15.




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Fair Value Measurements UsingQuoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsFair Value
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Impaired loans
    
    $
    1,541
    
    
    $
    
    
    
    $
    
    
    
    $
    1,541
 
 Risk Factors
  The current economic environment.
  Competition from other financial institutions in our markets.
  The ability to extend credit and assessing the allowance for loan losses.
   16.




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Asset and liability management and market risk.
  Ability to pay cash dividends is limited.
  Legislative or regulatory changes or actions could adversely impact the financial services
industry.
   Risk Mitigation.
   17.




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##### Table of Contents



Managements Discussion and Analysis of Financial Condition and Results of
Operations
 INTRODUCTION
  FORWARD-LOOKING STATEMENTS
   ANALYSIS OF FINANCIAL CONDITION
   18.




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##### Table of Contents



COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS  ENDED JUNE 30, 2008 AND JUNE 30, 2007
 Net Income.
 Net Interest Income.
  19.




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##### Table of Contents



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




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##### Table of Contents



COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS  ENDED JUNE 30, 2008 AND JUNE 30, 2007
 Net Income.
 Net Interest Income.
  Provision and Allowance for Loan Losses.
  Noninterest Income.
 Noninterest Expense.
 21.




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##### Table of Contents



Income Taxes.
 LIQUIDITY
    CAPITAL RESOURCES
    22.




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##### Table of Contents



PAYMENT DUE BY YEARCONCTRACTUAL
    
    
    
    
    
    Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanOBLIGATIONS
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFHLB advances
    
    $
    88,278
    
    
    $
    1,397
    
    
    $
    4,393
    
    
    $
    29,500
    
    
    $
    52,988Federal funds purchased and
other
short-term borrowings
    
    
    15,370
    
    
    
    15,370
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    6,211
    
    
    
    421
    
    
    
    1,402
    
    
    
    1,680
    
    
    
    2,708Loan and line of credit
commitments
    
    
    88,134
    
    
    
    88,134
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    197,993
    
    
    $
    105,322
    
    
    $
    5,795
    
    
    $
    31,180
    
    
    $
    55,696
 23.




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##### Table of Contents



Quantitative and Qualitative Disclosure About Market Risk
 ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
      24.




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##### Table of Contents



Controls and Procedures
   25.




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##### Table of Contents



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
4/1/2008 to
4/30/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Month #2
5/1/2008 to
5/31/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Month #3
6/1/2008 to
6/30/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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.   26.




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##### Table of Contents



Proposal 1  Election of Directors
 Director
    
    Votes for
    
    Votes withheldJerome Harmeyer
    
    
    2,588,763
    
    
    
    209,831Vicki J. Lewis
    
    
    2,756,651
    
    
    
    41,943William R. Oberfield
    
    
    2,756,921
    
    
    
    41,673Phillip Connolly
    
    
    2,686,729
    
    
    
    111,865
      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
 27.




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##### Table of Contents



DCB FINANCIAL CORP
(Registrant)Date:  August 11, 2008
    /s/ Jeffrey T. BentonJeffrey T. BentonPresident and Chief Executive OfficerDate:  August 11, 2008
    /s/ John A. UstaszewskiJohn A. UstaszewskiSenior Vice President and Chief Financial Officer 28.




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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.
 29.