##### 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, 2006
 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
    
    30-1469837(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 Condensed Consolidated Financial Statements
    
    
    7ITEM 1A  Risk Factors
    
    
    15ITEM 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
    
    
    22PART II  OTHER INFORMATION
    
    
    23SIGNATURES
    
    
    25EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Financial Statements
 September 30,
    
    
    December 31,2006
    
    
    2005(unaudited)ASSETSCash and due from financial institutions
    
    $
    13,156
    
    
    $
    18,069Federal funds sold
    
    
    7,975
    
    
    
    Total cash and cash equivalents
    
    
    21,131
    
    
    
    18,069Securities available for sale
    
    
    90,171
    
    
    
    96,580Loans held for sale
    
    
    778
    
    
    
    1,640Loans
    
    
    556,127
    
    
    
    553,045Less allowance for loan losses
    
    
    (5,567
    )
    
    
    (5,535
    )Net loans
    
    
    550,560
    
    
    
    547,510Real estate owned
    
    
    41
    
    
    
    386Investment in FHLB stock
    
    
    3,546
    
    
    
    3,327Premises and equipment, net
    
    
    9,305
    
    
    
    8,854Investment in unconsolidated affiliates
    
    
    968
    
    
    
    614Bank owned life insurance
    
    
    9,266
    
    
    
    8,898Accrued interest receivable and other assets
    
    
    6,490
    
    
    
    5,018Total assets
    
    $
    692,256
    
    
    $
    690,896LIABILITIESDepositsNoninterest-bearing
    
    $
    59,325
    
    
    $
    68,977Interest-bearing
    
    
    470,497
    
    
    
    434,929Total deposits
    
    
    529,822
    
    
    
    503,906Federal funds purchased and other short-term borrowings
    
    
    15,307
    
    
    
    25,610Federal Home Loan Bank advances
    
    
    86,241
    
    
    
    102,925Accrued interest payable and other liabilities
    
    
    818
    
    
    
    2,201Total liabilities
    
    
    632,188
    
    
    
    634,642SHAREHOLDERS EQUITYCommon stock, no par value, 7,500,000 shares authorized,
4,273,494 issued at September 30, 2006 and 4,273,200
issued at December 31, 2005
    
    
    3,780
    
    
    
    3,780Retained earnings
    
    
    67,677
    
    
    
    63,552Treasury stock, at cost, 458,786 and 447,112
shares at September 30, 2006 and December 31, 2005
    
    
    (10,841
    )
    
    
    (10,506
    )Accumulated other comprehensive loss
    
    
    (548
    )
    
    
    (572
    )Total shareholders equity
    
    
    60,068
    
    
    
    56,254Total liabilities and shareholders equity
    
    $
    692,256
    
    
    $
    690,896




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Interest and dividend incomeLoans
    
    $
    10,399
    
    
    $
    8,581
    
    
    $
    29,759
    
    
    $
    23,634Taxable securities
    
    
    860
    
    
    
    767
    
    
    
    2,585
    
    
    
    2,291Tax-exempt securities
    
    
    238
    
    
    
    206
    
    
    
    708
    
    
    
    579Federal funds sold and other
    
    
    71
    
    
    
    5
    
    
    
    149
    
    
    
    7Total interest income
    
    
    11,568
    
    
    
    9,559
    
    
    
    33,201
    
    
    
    26,511Interest expenseDeposits
    
    
    4,633
    
    
    
    2,676
    
    
    
    12,520
    
    
    
    6,671Borrowings
    
    
    1,098
    
    
    
    1,024
    
    
    
    3,171
    
    
    
    2,849Total interest expense
    
    
    5,731
    
    
    
    3,700
    
    
    
    15,691
    
    
    
    9,520Net interest income
    
    
    5,837
    
    
    
    5,859
    
    
    
    17,510
    
    
    
    16,991Provision for loan losses
    
    
    390
    
    
    
    545
    
    
    
    1,370
    
    
    
    1,535Net interest income after provision for
loan losses
    
    
    5,447
    
    
    
    5,314
    
    
    
    16,140
    
    
    
    15,456Noninterest incomeService charges on deposit accounts
    
    
    691
    
    
    
    686
    
    
    
    1,990
    
    
    
    1,891Trust department income
    
    
    165
    
    
    
    161
    
    
    
    575
    
    
    
    513Net gain (loss) on sale of assets
    
    
    1
    
    
    
    
    
    
    
    (9
    )
    
    
    (32
    )Gains on sale of loans
    
    
    80
    
    
    
    104
    
    
    
    255
    
    
    
    276Treasury management fees
    
    
    132
    
    
    
    95
    
    
    
    447
    
    
    
    310Data processing servicing fees
    
    
    92
    
    
    
    83
    
    
    
    260
    
    
    
    232Earnings on bank owned life insurance
    
    
    120
    
    
    
    120
    
    
    
    368
    
    
    
    345Other
    
    
    146
    
    
    
    101
    
    
    
    399
    
    
    
    6851,427
    
    
    
    1,350
    
    
    
    4,285
    
    
    
    4,220Noninterest expenseSalaries and other employee benefits
    
    
    2,262
    
    
    
    2,124
    
    
    
    6,773
    
    
    
    6,408Occupancy and equipment
    
    
    801
    
    
    
    771
    
    
    
    2,403
    
    
    
    2,493Professional services
    
    
    118
    
    
    
    53
    
    
    
    390
    
    
    
    323Advertising
    
    
    111
    
    
    
    101
    
    
    
    304
    
    
    
    308Postage, freight and courier
    
    
    66
    
    
    
    89
    
    
    
    267
    
    
    
    273Supplies
    
    
    70
    
    
    
    71
    
    
    
    202
    
    
    
    196State franchise taxes
    
    
    136
    
    
    
    110
    
    
    
    399
    
    
    
    325Other
    
    
    552
    
    
    
    486
    
    
    
    1,595
    
    
    
    1,4794,116
    
    
    
    3,805
    
    
    
    12,333
    
    
    
    11,805Income before income taxes
    
    
    2,758
    
    
    
    2,859
    
    
    
    8,092
    
    
    
    7,871Federal income tax expense
    
    
    823
    
    
    
    877
    
    
    
    2,403
    
    
    
    2,370Net income
    
    $
    1,935
    
    
    $
    1,982
    
    
    $
    5,689
    
    
    $
    5,501Basic and diluted earnings
per common share
    
    $
    0.51
    
    
    $
    0.51
    
    
    $
    1.49
    
    
    $
    1.41Dividends per common share
    
    $
    0.14
    
    
    $
    0.12
    
    
    $
    0.41
    
    
    $
    0.35




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income
    
    $
    1,935
    
    
    $
    1,982
    
    
    $
    5,689
    
    
    $
    5,501Unrealized gains (losses) on securities
available for sale, net of tax benefits
    
    
    605
    
    
    
    (155
    )
    
    
    24
    
    
    
    (487
    )Comprehensive income
    
    $
    2,540
    
    
    $
    1,827
    
    
    $
    5,713
    
    
    $
    5,014Accumulated other comprehensive loss
    
    $
    (548
    )
    
    $
    (252
    )
    
    $
    (548
    )
    
    $
    (252
    )




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Nine Months EndedSeptember 30,2006
    
    
    2005Cash flows provided by operating activities
    
    $
    5,912
    
    
    $
    5,723Cash flows provided by (used in) investing activitiesSecurities available for salePurchases
    
    
    (7,743
    )
    
    
    (23,041
    )Maturities, principal payments and calls
    
    
    7,669
    
    
    
    12,185Sales
    
    
    5,996
    
    
    
    10,498Net change in loans
    
    
    (4,675
    )
    
    
    (61,480
    )Premises and equipment expenditures
    
    
    (1,167
    )
    
    
    (397
    )Net cash flows provided by (used in) investing activities
    
    
    80
    
    
    
    (62,235
    )Cash flows provided by (used in) financing activitiesNet change in deposits
    
    
    25,916
    
    
    
    52,794Net change in federal funds purchased and other short-term borrowings
    
    
    (10,303
    )
    
    
    7,668Net proceeds (repayment) of Federal Home Loan Bank advances
    
    
    (16,684
    )
    
    
    2,815Purchase of treasury shares
    
    
    (335
    )
    
    
    (2,486
    )Proceeds from exercise of stock options
    
    
    6
    
    
    
    Cash dividends paid
    
    
    (1,530
    )
    
    
    (1,370
    )Net cash provided by (used in) financing activities
    
    
    (2,930
    )
    
    
    59,421Net change in cash and cash equivalents
    
    
    3,062
    
    
    
    2,909Cash and cash equivalents at beginning of period
    
    
    18,069
    
    
    
    11,238Cash and cash equivalents at end of period
    
    $
    21,131
    
    
    $
    14,147Supplemental disclosures of cash flow information:Cash paid during the period forInterest on deposits and borrowings
    
    $
    15,144
    
    
    $
    8,968Cash dividends declared but unpaid
    
    $
    534
    
    
    $
    465
  6.




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Earnings per share
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005Weighted-average common
shares outstanding (basic)
    
    
    3,814,708
    
    
    
    3,864,865
    
    
    
    3,816,780
    
    
    
    3,909,627Dilutive effect of assumed
exercise of stock options
    
    
    6,868
    
    
    
    2,658
    
    
    
    6,543
    
    
    
    2,775Weighted-average common
shares outstanding (diluted)
    
    
    3,821,576
    
    
    
    3,867,523
    
    
    
    3,823,323
    
    
    
    3,912,402
  7.




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Stock option plan
     Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2005
    
    
    2005(In thousands, except per share data)NET EARNINGS
    
    As reported
    
    $
    1,982
    
    
    $
    5,501Stock-based compensation, net  of tax
    
    
    (3
    )
    
    
    (9
    )Pro-forma
    
    $
    1,979
    
    
    $
    5,492EARNINGS PER SHAREBASIC
    
    As reported
    
    $
    0.51
    
    
    $
    1.41Stock-based compensation, net of tax
    
    
    
    
    
    
    (.01
    )Pro-forma
    
    $
    0.51
    
    
    $
    1.40DILUTED
    
    As reported
    
    $
    0.51
    
    
    $
    1.41Stock-based compensation, net of tax
    
    
    
    
    
    
    (.01
    )Pro-forma
    
    $
    0.51
    
    
    $
    1.40
 8.




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Stock option plan (continued
    Nine Months EndedSeptember 30,2006WEIGHTEDWEIGHTED
    
    
    AVERAGEAVERAGE
    
    
    REMAININGEXERCISE
    
    
    CONTRACTUALSHARES
    
    
    PRICE
    
    
    LIFEOutstanding at beginning of year
    
    
    40,687
    
    
    $
    25.30
    
    
    8 yearsGranted
    
    
    34,529
    
    
    
    29.94
    
    
    9 yearsExercised
    
    
    (294
    )
    
    
    20.14Forfeited
    
    
    (3,142
    )
    
    
    13.72Outstanding at end of period
    
    
    71,780
    
    
    $
    27.19
    
    
    9 yearsOptions exercisable at period end
    
    
    9,657
    
    
    $
    24.49Weighted-average fair value of
options granted during the period
    
    
    
    
    
    $
    6.19Aggregate intrinsic value of vested
options (in 000s)
    
    
    
    
    
    $
    48Aggregate intrinsic value of all
options (in 000s)
    
    
    
    
    
    $
    149
 9.




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Stock option plan (continued)
 Year EndedDecember 31,2005WEIGHTEDAVERAGEEXERCISESHARES
    
    
    PRICEOutstanding at beginning of year
    
    
    15,105
    
    
    $
    23.40Granted
    
    
    26,219
    
    
    $
    25.74Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (637
    )
    
    $
    23.40Outstanding at end of year
    
    
    40,687
    
    
    $
    25.30Options exercisable at year-end
    
    
    2,894
    
    
    $
    23.40Weighted-average fair value of options
granted during the year
    
    
    
    
    
    $
    4.68
  NUMBER OUTSTANDING
    
    RANGE OF EXERCISE PRICES71,780
    
    $
    23.40 - $30.70
 Newly issued Accounting Standards
 10.




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
    
    Separately recognize financial assets as servicing assets or servicing entities,
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 disclosures 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, 2006U.S. Government and agency obligations
    
    $
    21,487
    
    
    $
    3
    
    
    $
    (275
    )
    
    $
    21,215State and municipal obligations
    
    
    25,793
    
    
    
    106
    
    
    
    (96
    )
    
    
    25,803Corporate bonds
    
    
    8,482
    
    
    
    38
    
    
    
    (1
    )
    
    
    8,519Mortgage-backed securities
    
    
    35,182
    
    
    
    35
    
    
    
    (674
    )
    
    
    34,543Total debt securities
    
    
    90,944
    
    
    
    182
    
    
    
    (1,046
    )
    
    
    90,080Other securities
    
    
    58
    
    
    
    40
    
    
    
    (7
    )
    
    
    91Total
    
    $
    91,002
    
    
    $
    222
    
    
    $
    (1,053
    )
    
    $
    90,171
  (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
    
    
    4
    
    
    $
    3,357
    
    
    $
    (15
    )
    
    
    20
    
    
    $
    16,456
    
    
    $
    (260
    )
    
    
    24
    
    
    $
    19,813
    
    
    $
    (275
    )State and municipal
obligations
    
    
    9
    
    
    
    2,970
    
    
    
    (22
    )
    
    
    25
    
    
    
    10,459
    
    
    
    (74
    )
    
    
    34
    
    
    
    13,429
    
    
    
    (96
    )Corporate bonds
    
    
    1
    
    
    
    474
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    474
    
    
    
    (1
    )Mortgage-backed
securities
    
    
    39
    
    
    
    7,081
    
    
    
    (63
    )
    
    
    81
    
    
    
    23,469
    
    
    
    (618
    )
    
    
    120
    
    
    
    30,550
    
    
    
    (681
    )Total temporarily
impaired securities
    
    
    53
    
    
    $
    13,882
    
    
    $
    (101
    )
    
    
    126
    
    
    $
    50,384
    
    
    $
    (952
    )
    
    
    179
    
    
    $
    64,266
    
    
    $
    (1,053
    )
   13.




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Available for saleAmortized
    
    
    FairCost
    
    
    ValueDue in one year or less
    
    $
    5,533
    
    
    $
    5,510Due from one to five years
    
    
    13,376
    
    
    
    13,200Due from five to ten years
    
    
    15,817
    
    
    
    15,743Due after ten years
    
    
    21,035
    
    
    
    21,084Mortgage-backed securities
    
    
    35,183
    
    
    
    34,543Total debt securities
    
    
    90,944
    
    
    
    90,080Other securities
    
    
    58
    
    
    
    91Total
    
    $
    91,002
    
    
    $
    90,171
  NOTE 3  LOANS
  September 30,2006Commercial and industrial
    
    $
    49,070Commercial real estate
    
    
    200,667Residential real estate and home equity
    
    
    201,265Real estate construction and land development
    
    
    52,394Consumer and credit card
    
    
    51,982555,378Add: Net deferred loan origination costs
    
    
    749Total loans receivable
    
    $
    556,127
  14.




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NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Balance at beginning of period
    
    $
    5,792
    
    
    $
    5,370
    
    
    $
    5,535
    
    
    $
    4,818Provision for loan losses
    
    
    390
    
    
    
    545
    
    
    
    1,370
    
    
    
    1,535Loans charged off
    
    
    (720
    )
    
    
    (315
    )
    
    
    (1,680
    )
    
    
    (830
    )Recoveries
    
    
    105
    
    
    
    48
    
    
    
    342
    
    
    
    125Balance at end of period
    
    $
    5,567
    
    
    $
    5,648
    
    
    $
    5,567
    
    
    $
    5,648
  September 30,
    
    
    December 31,2006
    
    
    2005Loans past due 90 days or more and still accruing
    
    $
    3,816
    
    
    $
    2,648Nonaccrual loans
    
    
    2,091
    
    
    
    2,185Total
    
    $
    5,907
    
    
    $
    4,833Impaired loans (most of which are included in nonperforming loans above) were as follows:Period-end loans with no allocated allowance for loan losses
    
    $
    
    
    
    $
    Period-end loans with allocated allowance for loan losses
    
    
    2,091
    
    
    
    1,655Total
    
    $
    2,091
    
    
    $
    1,655Amount of the allowance for loan losses allocated
    
    $
    560
    
    
    $
    759Average of impaired loans during the period
    
    $
    2,028
    
    
    $
    1,116
 
 Risk Factors
  15.




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Managements Discussion and Analysis of Financial Condition and Results of Operations
 INTRODUCTION
  FORWARD-LOOKING STATEMENTS
   ANALYSIS OF FINANCIAL CONDITION
   16.




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COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005
 Net Income.
 Net Interest Income.
  17.




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Provision and Allowance for Loan Losses.
  Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 18.




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COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005
 Net Income.
 Net Interest Income.
 Provision and Allowance for Loan Losses.
 Noninterest Income.
 Noninterest Expense.
 Income Taxes.
 19.




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LIQUIDITY
   CAPITAL RESOURCES
     PAYMENT DUE BY YEARLess than 1
    
    
    
    
    
    
    
    
    
    
    More thanCONCTRACTUAL OBLIGATIONS
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsFHLB advances
    
    $
    86,241
    
    
    $
    10,000
    
    
    $
    13,169
    
    
    $
    11,813
    
    
    $
    51,259Federal funds purchased and
other
short-term borrowings
    
    
    15,307
    
    
    
    15,307Operating lease obligations
    
    
    7,319
    
    
    
    645
    
    
    
    1,378
    
    
    
    1,049
    
    
    
    4,247Loan and line of credit
commitments
    
    
    150,799
    
    
    
    150,799
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Obligations
    
    $
    259,666
    
    
    $
    176,751
    
    
    $
    14,547
    
    
    $
    12,862
    
    
    $
    55,506
 20.




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##### Table of Contents



Quantitative and Qualitative Disclosure About Market Risk
 ASSET AND LIABILITY MANAGEMENT AND MARKET RISK
      21.




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##### Table of Contents



Controls and Procedures
   22.




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##### Table of Contents



ISSUER PURCHASES OF EQUITY SECURITIES
 (d)(c)
    
    Maximum Number (orTotal Number of
    
    Approximate DollarShares (or Units)
    
    Value) of Shares(a)
    
    
    
    
    
    Purchased as Part
    
    (or Units) that MayTotal Number of
    
    (b)
    
    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
7/1/2006 to
7/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Month #2
8/1/2006 to
8/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Month #3
9/1/2006 to
9/30/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,644
 
 (1)
    
    On September 17, 2005, 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 September
16, 2005.   23.




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##### Table of Contents



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
 24




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##### Table of Contents



DCB FINANCIAL CORP(Registrant)Date: November 3, 2006
    
    /s/ Jeffrey Benton(Signature)Jeffrey BentonPresident and Chief Executive OfficerDate: November 3, 2006
    
    /s/ John A. Ustaszewski(Signature)John A. UstaszewskiSenior Vice President and Chief Financial Officer
 25




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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.
 26