The purpose of Management's Discussion and Analysis of First Keystone
Corporation, a bank holding company (the "Corporation"), and its wholly owned
subsidiary, First Keystone Community Bank (the "Bank"), is to assist the reader
in reviewing the financial information presented and should be read in
conjunction with the consolidated financial statements and other financial data
contained herein. Refer to Forward-Looking Statements on page 1 for detailed
information.

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RESULTS OF OPERATIONS

Year Ended December 31, 2022 Versus Year Ended December 31, 2021



Net income decreased to $14,024,000 for the year ended December 31, 2022, as
compared to $14,688,000 for the prior year, a decrease of 4.5%. Earnings per
share, both basic and diluted, for 2022 was $2.35 as compared to $2.49 in 2021,
a decrease of 5.6%. Dividends per share for 2022 and 2021 were $1.12. The
Corporation's return on average assets was 1.07% in 2022 and 1.15% in 2021.
Return on average equity increased to 10.75% in 2022 from 9.93% in 2021. Total
interest income in 2022 amounted to $46,413,000, an increase of $4,365,000 or
10.4% from 2021. The increase in interest income is due to increased interest
rates, growth in commercial real estate loans, and increased interest and
dividend income earned on securities, offset by a $1,224,000 decrease in PPP
loan fees due to the discontinuation of the SBA program. Total interest expense
of $8,913,000 increased $3,765,000 or 73.1% from 2021. The majority of this
increase is related to an increase in interest paid to depositors resulting from
increased interest rates and an increase in interest paid on short-term
borrowings.

Selected financial data and performance ratios of the Corporation for the past five years are presented below in Table 1.

Table 1 - Selected Financial Data



(Dollars in thousands,
except per share data)                          For the Year Ended December 31,
                                2022           2021           2020           2019           2018
SELECTED FINANCIAL DATA
AT YEAR END:
Total assets                 $ 1,329,194    $ 1,320,350    $ 1,179,047    $ 1,007,226    $ 1,012,000
Total securities                 375,143        439,878        368,357        279,861        317,614
Net loans                        850,195        744,161        712,677        640,727        599,647
Total deposits                   993,499      1,077,969        937,488        761,628        671,553
Total long-term
borrowings                        25,000         35,000         45,000         55,000         45,000
Total stockholders'
equity                           120,386        148,555        144,242        128,752        116,756
SELECTED OPERATING DATA:
Interest income              $    46,413    $    42,048    $    39,567    $    38,527    $    35,573
Interest expense                   8,913          5,148          6,360         10,243          8,620
Net interest income               37,500         36,900         33,207         28,284         26,953
(Credit) provision for
loan losses                        (264)            860          1,200            450            200
Net interest income after
(credit) provision for
loan losses                       37,764         36,040         32,007         27,834         26,753
Non-interest income                5,331          7,323          6,012          6,929          5,562
Non-interest expense              26,777         26,354         24,605         23,422         22,645
Income before income tax
expense                           16,318         17,009         13,414         11,341          9,670
Income tax expense                 2,294          2,321          1,577          1,114            459
Net income                   $    14,024    $    14,688    $    11,837    $    10,227    $     9,211

PER SHARE DATA:
Net income                   $      2.35    $      2.49    $      2.03    $      1.77    $      1.60
Dividends                           1.12           1.12           1.08           1.08           1.08

PERFORMANCE RATIOS:
Return on average assets            1.07 %         1.15 %         1.09 %         1.02 %         0.92 %
Return on average equity           10.75 %         9.93 %         8.61 %         8.17 %         8.05 %
Dividend payout                    47.70 %        45.05 %        53.29 %        61.08 %        67.26 %
Average equity to average
assets                              9.92 %        11.57 %        12.72 %        12.42 %        11.39 %


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Net interest income, as indicated below in Table 2, increased by $600,000 or
1.6% to $37,500,000 for the year ended December 31, 2022. The Corporation's net
interest income on a fully tax equivalent basis increased by $569,000, or 1.5%
to $39,369,000 in 2022 as compared to $38,800,000 in 2021.

Table 2 - Reconciliation of Taxable Equivalent Net Interest Income



(Dollars in thousands)

                                                             2022/2021
                                                        Increase/(Decrease)
                                                2022      Amount       %        2021
Interest Income                               $ 46,413    $ 4,365     10.4    $ 42,048
Interest Expense                                 8,913      3,765     73.1       5,148
Net Interest Income                             37,500        600      1.6      36,900
Tax Equivalent Adjustment                        1,869       (31)    (1.6)       1,900

Net Interest Income (fully tax equivalent) $ 39,369 $ 569 1.5

$ 38,800


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Table 3 - Average Balances, Rates and Interest Income and Expense



(Dollars in thousands)

                                                     2022                                2021
                                         Average                 Yield/      Average                 Yield/
                                         Balance     Interest     Rate       Balance     Interest     Rate
Interest Earning Assets:
Loans:
Commercial, net1,2,4                   $    85,022   $   3,047     3.58 %  $    94,377   $   2,681     2.84 %
Real Estate1,2                             716,896      30,868     4.31 %      637,461      27,427     4.30 %
Consumer, net1,4                             5,251         416     7.93 %  

     5,001         395     7.91 %
Fees on Loans                                    -       1,269        - %            -       2,545        - %
Total Loans5                               807,169      35,600     4.41 %      736,839      33,048     4.49 %

Securities:
Taxable                                    297,471       7,449     2.50 %      281,742       5,640     2.00 %
Tax-Exempt1,3                              117,414       4,953     4.22 %      129,870       5,084     3.91 %

Total Investment Securities                414,885      12,402     2.99 %      411,612      10,724     2.61 %
Restricted Investment in Bank
Stocks                                       4,279         264     6.17 %        2,193          96     4.38 %
Interest-Bearing Deposits in Other
Banks                                        8,476          16     0.19 %       53,622          80     0.15 %
Total Other Interest Earning Assets         12,755         280     2.19 %       55,815         176     0.32 %
Total Interest Earning Assets            1,234,809      48,282     3.91 %  

1,204,266 43,948 3.65 %



Non-Interest Earning Assets:
Cash and Due From Banks                      9,528                               9,218
Allowance for Loan Losses                  (9,077)                             (8,144)
Premises and Equipment                      19,296                              19,448
Other Assets                                61,294                              53,569

Total Non-Interest Earning Assets           81,041                         

    74,091
Total Assets                           $ 1,315,850                         $ 1,278,357

Interest Bearing Liabilities:
Savings, NOW, Money Markets and
Interest Checking                      $   631,217   $   4,040     0.64 %  $   626,511   $   1,454     0.23 %
Time Deposits                              163,525       1,219     0.75 %      181,459       1,689     0.93 %
Securities Sold U/A to Repurchase           26,825         225     0.84 %  

    26,352          92     0.35 %
Short-Term Borrowings                       60,735       1,710     2.82 %          553           2     0.34 %
Long-Term Borrowings                        28,890         628     2.17 %       38,013         817     2.15 %
Subordinated Debentures                     25,000       1,091     4.36 %       25,000       1,094     4.38 %

Total Interest Bearing Liabilities         936,192       8,913     0.95 %  

897,888 5,148 0.57 %



Non-Interest Bearing Liabilities:
Demand Deposits                            242,010                             220,615
Other Liabilities                            7,162                              11,888
Stockholders' Equity                       130,486                             147,966
Total Liabilities/Stockholders'
Equity                                 $ 1,315,850

$ 1,278,357


Net Interest Income Tax Equivalent                   $  39,369
             $  38,800

Net Interest Spread                                                2.96 %                              3.08 %

Net Interest Margin                                                3.19 %                              3.22 %

1Tax-exempt income has been adjusted to a tax equivalent basis using an incremental rate of 21% and statutory interest expense disallowance.

2Includes tax equivalent adjustments on tax-free municipal loans of $228,000 and $188,000 for years 2022 and 2021, respectively.

3Includes tax equivalent adjustments on tax-free municipal securities of $1,641,000 and $1,712,000 for years 2022 and 2021, respectively.

4Installment loans are stated net of unearned interest.



5Average loan balances include non-accrual loans. Interest income on non-accrual
loans is not included.

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NET INTEREST INCOME

The major source of operating income for the Corporation is net interest income.
Net interest income is the difference between interest income on earning assets,
such as loans and securities, and the interest expense on liabilities used to
fund those assets, including deposits and other borrowings. The amount of
interest income is dependent upon both the volume of earning assets and the
level of interest rates. In addition, the volume of non-performing loans affects
interest income. The amount of interest expense varies with the amount of funds
needed to support earning assets, interest rates paid on deposits and borrowed
funds, and finally, the level of interest free deposits.

Table 3 on the preceding page provides a summary of average outstanding balances
of earning assets and interest bearing liabilities with the associated interest
income and interest expense as well as average tax equivalent rates earned and
paid as of year-end 2022 and 2021.

The yield on earning assets was 3.91% in 2022 and 3.65% in 2021. The rate paid
on interest bearing liabilities was 0.95% in 2022 and 0.57% in 2021. This
resulted in a decrease in our net interest spread to 2.96% in 2022, as compared
to 3.08% in 2021.

As Table 3 illustrates, net interest margin, which is interest income less
interest expense divided by average earning assets, was 3.19% in 2022 as
compared to 3.22% in 2021. Net interest margins are presented on a
tax-equivalent basis. In 2022, the yield on earning assets increased by 0.26%
and the rate paid on interest bearing liabilities increased by 0.38%. Yields
increased for a majority of interest earning assets and interest bearing
liabilities during 2022, mainly as a result of the current high interest rate
environment. The yield on loans decreased from 4.49% in 2021 to 4.41% in 2022
mainly due to fewer loan fees earned due to the discontinuation of the SBA PPP
program. The securities portfolio yield increased to 2.99% in 2022 as compared
to 2.61% in 2021. The increase was mainly the result of the elevated rate
environment impacting variable rate securities. The average rate paid on
short-term borrowings increased 2.48% from 0.34% in 2021 to 2.82% in 2022 due to
higher interest rates paid on a significantly higher overnight borrowing
balance. The rate paid on savings, NOW, money market, and interest checking
accounts increased 0.41% from 0.23% to 0.64% and the average rate paid on time
deposits decreased 0.18% from 0.93% to 0.75%. Interest income exempt from
federal tax was $3,771,000 in 2022 and $3,743,000 in 2021. Interest income
exempt from federal tax increased due to the origination of tax-exempt loans.
Tax-exempt income has been adjusted to a tax-equivalent basis using an
incremental rate of 21%.

The decrease in net interest margin at December 31, 2022 compared to December
31, 2021 was primarily due to decreased SBA PPP loan fees and the effect on the
yields on total loans and increased yields on deposits and borrowings in 2022,
as compared to 2021. Fully tax equivalent net interest income increased by
$569,000 or 1.5% to $39,369,000 at December 31, 2022 compared to $38,800,000 at
December 31, 2021. During 2022, the Federal Reserve increased the federal-funds
rate by 4.25%, resulting in a target range of 4.25% - 4.50%. The Corporation
could experience a decrease in net interest income if market rates remain static
or continue to increase, as the Corporation's net interest income continues to
be liability sensitive. To negate the potential impact of a decreasing net
interest margin, the Corporation will continue to focus on attracting organic
loan growth and lower cost core deposits such as checking, savings, and money
market accounts, thereby further reducing its dependence on higher priced
certificates of deposit and short-term borrowings. The Corporation is actively
monitoring and restructuring its portfolios to become more asset sensitive,
which will allow for better performance in a static or rates-up environment. The
Corporation will continue to evaluate the potential impact of short-term rate
fluctuations in 2023, as well as the slope and position of the yield curve.

Table 4 sets forth changes in interest income and interest expense for the
periods indicated for each category of interest earning assets and interest
bearing liabilities. Information is provided on changes attributable to (i)
changes in volume (changes in average volume multiplied by prior rate); (ii)
changes in rate (changes in average rate multiplied by prior average volume);
and, (iii) changes in rate and volume (changes in average volume multiplied by
changes in average rate).

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In 2022, the increase in net interest income on a fully tax equivalent basis of
$569,000 resulted from an increase in volume of $3,137,000 and a decrease of
$2,568,000 due to changes in rate.

Table 4 - Rate/Volume Analysis



(Dollars in thousands)

                                             2022 COMPARED TO 2021
                                        VOLUME       RATE         NET
Interest Income:
Loans, Net                              $ 3,154    $   (602)    $ 2,552
Taxable Securities                          315        1,494      1,809
Tax-Exempt Securities                     (488)          357      (131)
Restricted Investment in Bank Stocks         91           77        168
Other                                      (67)            3       (64)
Total Interest Income                   $ 3,005    $   1,329    $ 4,334

Interest Expense Savings, NOW and Money Markets $ 11 $ 2,575 $ 2,586 Time Deposits

                             (167)        (303)      (470)
Securities Sold U/A to Repurchase             2          131        133
Short-Term Borrowings                       218        1,490      1,708
Long-Term Borrowings                      (196)            7      (189)
Subordinated Debentures                       -          (3)        (3)
Total Interest Expense                    (132)        3,897      3,765
Net Interest Income                     $ 3,137    $ (2,568)    $   569


The change in interest due to both volume and rate has been allocated to change
due to volume and change due to rate in proportion to the absolute value of the
change in each. Balances on non-accrual loans are included for computational
purposes. Interest income on non-accrual loans is not included.

PROVISION FOR LOAN LOSSES



For the year ended December 31, 2022, the provision for loan losses resulted in
a credit balance of $264,000 as compared to $860,000 expense for the year ended
December 31, 2021. The decrease in the provision for loan losses in 2022 as
compared to 2021 resulted from excess balances exceeding the required allowance
for loan losses that were returned to the provision, along with the
Corporation's analysis of the current loan portfolio, including historic losses,
past-due trends, current economic conditions, loan portfolio growth, and other
relevant factors. The provision for loan losses for the year ended December 31,
2022 is also reflective of management's assessment of the continued risk
associated with the uncertainty surrounding geopolitical and economic concerns.
Charge-off and recovery activity in the allowance for loan losses resulted in
net charge-offs of $142,000 and $113,000 for the years ended December 31, 2022
and 2021, respectively. See Allowance for Loan Losses on page 35 for further
discussion.

Gross charge-offs amounted to $206,000 at December 31, 2022, as compared to
$158,000 at December 31, 2021. The increased level of charge-offs for the year
ended December 31, 2022 was mainly due to a charge-off in the amount of $148,000
that was completed during the third quarter of 2022 on a commercial and
industrial loan to a residential home builder. The business has ceased
operations as a result of financial difficulties; however, this is not
suggestive of a regional industry issue. This charge-off contributed to the
increased balance of net charge-offs in 2022 over 2021 but was not indicative of
a significant change in asset quality in the overall loan portfolio. See Table
11 - Analysis of Allowance for Loan Losses for further details.

The allowance for loan losses as a percentage of average loans outstanding was 1.03% as of December 31, 2022 and 1.18% as of December 31, 2021.



                                       27

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On a quarterly basis, management performs, and the Corporation's Audit Committee
and the Board of Directors review a detailed analysis of the adequacy of the
allowance for loan losses. This analysis includes an evaluation of credit risk
concentration, delinquency trends, past loss experience, current economic
conditions, composition of the loan portfolio, classified loans and other
relevant factors.

The Corporation will continue to monitor its allowance for loan losses and make
future adjustments to the allowance through the provision for loan losses as
conditions warrant. Although the Corporation believes that the allowance for
loan losses is adequate to provide for losses inherent in the loan portfolio,
there can be no assurance that future losses will not exceed the estimated
amounts or that additional provisions will not be required in the future.

The Corporation is subject to periodic regulatory examination by the
Pennsylvania Department of Banking and Securities and the FDIC. As part of the
examination, the regulators will assess the adequacy of the Corporation's
allowance for loan losses and may include factors not considered by the
Corporation. In the event that a regulatory examination results in a conclusion
that the Corporation's allowance for loan losses is not adequate, the
Corporation may be required to increase its provision for loan losses.

NON-INTEREST INCOME


Non-interest income is derived primarily from service charges and fees, ATM fees
and debit card income, trust department revenue, increases in the cash surrender
value of bank owned life insurance, gains on sales of mortgage loans and other
miscellaneous income. In addition, net securities gains and losses also impact
total non-interest income. Table 5 provides the yearly non-interest income by
category, along with the amount, dollar changes, and percentage of change
comparing the last two years.

Non-interest income through December 31, 2022 was $5,331,000, a decrease of 27.2%, or $1,992,000, from 2021. The decrease was due to decreases in net securities (losses) gains and decreases in net (losses) gains on sales of mortgage loans in 2022.



During 2022, net securities (losses) gains decreased $1,169,000 to a net loss of
$846,000. The decrease was due to the Corporation recognizing $726,000 in net
losses on the sales of debt and equity securities in 2022. The Corporation also
recognized $120,000 in net losses on held equity securities in 2022 due to
market valuation fluctuations, as compared to recognizing $319,000 in net gains
on held equity securities in 2021.

Gains on sales of mortgage loans amounted to a net loss of $7,000 in 2022 as
compared to providing income of $980,000 in 2021. The decrease in net (losses)
gains on sales of mortgage loans in 2022 was due to a low number of individual
loans sold in 2022 along with many of the loans sold in 2022 being sold at a
loss. These factors were due to the current rate environment and fewer loans
being originated with the intent to sell in 2022. The Corporation continues to
service the majority of mortgages which are sold. This servicing income provides
an additional source of non-interest income on an ongoing basis.

Service charges and fees increased by $279,000 or 14.6% in 2022 as compared to
2021. The increase was due to increased overdraft fees on DDA accounts in 2022
as a result of more accounts in overdraft status. ATM fees and debit card income
decreased by $37,000 or 1.7% in 2022 as compared to 2021 due to decreased ATM
surcharge fees as the result of decreased transaction volume in 2022.

Other income, consisting primarily of safe deposit box rentals, income from the
sale of retail non-deposit investment products, and miscellaneous fees,
decreased $44,000, or 13.9% in 2022 as compared to 2021 as the Corporation
recognized less annuity income from the sale of retail non-deposit investments
in 2022.

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Table 5 - Non-Interest Income



(Dollars in thousands)                                         2022/2021
                                                          Increase/(Decrease)
                                                2022       Amount        %           2021
Trust department                              $    975    $    (33)     (3.3)     $  1,008
Service charges and fees                         2,193          279     14.6         1,914
Increase in cash surrender value of life
insurance                                          597          (1)     (0.2)          598
ATM fees and debit card income                   2,146         (37)     (1.7)        2,183
Net (losses) gains on sales of mortgage
loans                                              (7)        (987)    (100.7)         980
Other                                              273         (44)    (13.9)          317
Subtotal                                         6,177        (823)    (11.8)        7,000
Net securities (losses) gains                    (846)      (1,169)    (361.9)         323
Total                                         $  5,331    $ (1,992)    (27.2)     $  7,323


NON-INTEREST EXPENSE

Total non-interest expense amounted to $26,777,000, an increase of $423,000, or
1.6% in 2022. Expenses associated with employees (salaries and employee
benefits) continue to be the largest non-interest expenditure. Salaries and
employee benefits amounted to $14,554,000 or 54.4% of total non-interest expense
in 2022 and $14,148,000 or 53.7% in 2021. Salaries and employee benefits
increased $406,000, or 2.9% in 2022. The increase in 2022 was due to normal
merit increases and new hires, along with an increase in medical insurance costs
in 2022. The number of full-time equivalent employees was 201 as of December 31,
2022 and 198 as of December 31, 2021.

Net occupancy expense increased $51,000, or 2.7% in 2022 as compared to 2021.
Net furniture and equipment and computer expense increased $297,000, or 16.6% in
2022 compared to 2021. The increase in 2022 was due to the implementation of
several new software programs in 2022 to increase data security and efficiency.

Professional services increased $220,000, or 21.0% in 2022 as compared to 2021.
The higher expense in 2022 was mainly due to an increase in consulting expense
as the result of strategic planning and consulting services associated with
implementing new internal software systems contracts along with normal increases
in annual audit expenses.

Pennsylvania shares tax expense increased $36,000, or 3.0% in 2022 as compared
to 2021. FDIC insurance expense increased $67,000, or 15.8% in 2022 as compared
to 2021. FDIC insurance expense varies with changes in net asset size, risk
ratings, and FDIC derived assessment rates.

ATM and debit card fees expense decreased $192,000, or 17.6% in 2022 as compared
to 2021 due to negotiations of new internal systems contracts resulting in some
lower fees and vendor relationship credits that were applied to the expenses
related to those systems. Data processing fees decreased $285,000, or 23.8% in
2022 as compared to 2021. This decrease was also the result of the negotiations
of new systems contracts.

Advertising expense decreased $18,000, or 4.4% in 2022 as compared to 2021.
Other non-interest expense decreased $156,000, or 4.9% in 2022 as compared to
2021. This decrease was due to a reduction in the provision for unfunded loan
commitments along with less amortization expense related to a limited
partnership that was fully amortized at the beginning of 2022.

The overall level of non-interest expense remains low, relative to the
Corporation's peers (community banks from $1 billion to $3 billion in assets).
The Corporation's total non-interest expense was 2.04% of average assets in 2022
and 2.06% in 2021, which places the Corporation among the leaders in its peer
financial institution categories in controlling non-interest expense.

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Table of Contents

Table 6 - Non-Interest Expense



(Dollars in thousands)                               2022/2021
                                                Increase/(Decrease)
                                       2022      Amount        %         

2021


Salaries and employee benefits       $ 14,554    $   406        2.9    $ 14,148
Occupancy, net                          1,936         51        2.7       1,885
Furniture and equipment                   594         24        4.2         570
Computer expense                        1,493        273       22.4       1,220
Professional services                   1,270        220       21.0       1,050
Pennsylvania shares tax                 1,238         36        3.0       1,202
FDIC Insurance                            490         67       15.8         423
ATM and debit card fees                   899      (192)     (17.6)       1,091
Data processing fees                      915      (285)     (23.8)       1,200

Foreclosed assets held for resale           -        (3)    (100.0)        

  3
Advertising                               389       (18)      (4.4)         407
Other                                   2,999      (156)      (4.9)       3,155
Total                                $ 26,777    $   423        1.6    $ 26,354


INCOME TAX EXPENSE

Income tax expense for the year ended December 31, 2022, was $2,294,000 as
compared to $2,321,000 for the year ended December 31, 2021. The effective
income tax rate was 14.1% in 2022 and 13.6% in 2021. The increase in the
effective tax rate for 2022 was due to slightly lower tax-exempt income and
fewer tax credits recognized. The Corporation recognized $249,000 and $405,000
of tax credits from low-income housing partnerships for the years ended December
31, 2022 and 2021, respectively.

FINANCIAL CONDITION

GENERAL

Total assets increased to $1,329,194,000 at year-end 2022, an increase of 0.7% from year-end 2021.

Total debt securities available-for-sale decreased $64,472,000 or 14.7% to $373,444,000 as of December 31, 2022.

Net loans increased in 2022 from $744,161,000 to $850,195,000, a 14.2% increase. Loan demand grew in 2022 as the Bank has realized an increase in loan originations, primarily in the commercial real estate portfolio.



The cash surrender value of bank owned life insurance totaled $25,389,000 at
December 31, 2022, an increase of $597,000 or 2.4% from 2021. This increase
represents tax-free income included in non-interest income on the consolidated
statements of income.

Investments in low-income housing partnerships were $3,763,000 at year-end 2022,
an increase of 145.9% from year-end 2021. The Corporation became a limited
partner in a new real estate venture during 2021 with an initial investment of
$435,000. In 2022, capital contributions in the combined amount of $2,458,000
were made in relation to the new real estate venture. Investing in low-income
housing real estate ventures enables the Corporation to recognize tax credits
and satisfy Community Reinvestment Act initiatives.

As of December 31, 2022, total deposits amounted to $993,499,000, a decrease of
7.8% from 2021. The decrease is due to decreases in both non-interest and
interest bearing deposits, primarily due to a $70,297,000 decrease in municipal
deposits. Core deposits, which include demand deposits and interest bearing
demand deposits (NOWs), money market accounts, savings accounts, and time
deposits of individuals, continue to be the Corporation's most significant

source of funds.

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The Corporation continues to maintain and manage its asset growth. The
Corporation's strong equity capital position provides an opportunity to further
leverage its asset growth. Short and long-term borrowings increased in 2022 by
$116,041,000, mainly due to an increase in net loans and a decrease in total
deposits causing an increase in short-term borrowings.

Total stockholders' equity decreased to $120,386,000 at December 31, 2022, a
decrease of $28,169,000, primarily due to a decrease in the market value of the
securities portfolio resulting in an accumulated other comprehensive loss
position.

SEGMENT REPORTING

Currently, management measures the performance and allocates the resources of the Corporation as a single segment.

EARNING ASSETS


Earning assets are defined as those assets that produce interest income. By
maintaining a healthy asset utilization rate, i.e., the volume of earning assets
as a percentage of total assets, the Corporation maximizes income. The earning
asset ratio (average interest earning assets divided by average total assets)
equaled 93.8% for 2022 compared to 94.2% for 2021. This indicates that the
management of earning assets is a priority and non-earning assets, primarily
cash and due from banks, fixed assets and other assets, are maintained at
minimal levels. The primary earning assets are loans and securities.

SECURITIES

The Corporation uses securities to not only generate interest and dividend revenue, but also to help manage interest rate risk and to provide liquidity to meet operating cash needs.


The securities portfolio consists of debt securities available-for-sale. No
securities were established in a trading account. Debt securities
available-for-sale decreased $64,472,000 or 14.7% to $373,444,000 in 2022. At
December 31, 2022, the net unrealized loss, net of the tax effect, on these
securities was $29,558,000 and was included in stockholders' equity as
accumulated other comprehensive (loss) income. Table 7 provides data on the fair
value of the Corporation's securities portfolio on the dates indicated. The vast
majority of security purchases are allocated as available-for-sale. This
provides the Corporation with increased flexibility should there be a need or
desire to liquidate a security.

The securities portfolio includes, U.S. treasuries, U.S. government corporations
and agencies, corporate debt obligations, mortgage-backed securities,
asset-backed securities, and obligations of state and political subdivisions,
both tax-exempt and taxable.

Debt securities available-for-sale may be sold as part of the overall asset and
liability management process. Realized gains and losses are reflected in the
results of operations on the Corporation's Consolidated Statements of Income. As
of December 31, 2022, the securities portfolio does not contain any off-balance
sheet derivatives or trust preferred investments.

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Table 7 - Securities

(Dollars in thousands)                                             Available-For-Sale
                                                        December 31, 2022      December 31, 2021
U.S. Treasury securities                               $             6,801    $             7,729

U. S. Government corporations and agencies                         142,855                122,487
Other mortgage-backed debt securities                               33,688                 39,550
Obligations of state and political subdivisions                    110,689 

              186,176
Asset-backed securities                                             36,418                 36,542
Corporate debt securities                                           42,993                 45,432
Total                                                  $           373,444    $           437,916


The amortized cost and fair value of securities, by contractual maturity, are
shown below at December 31, 2022. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

Table 8 - Securities Maturity Table


(Dollars in thousands)                                                     

December 31, 2022


                                                                      Debt 

Securities Available-For-Sale


                                                         U.S. Government         Other         Obligations
                                                         Corporations &        Mortgage         of State          Asset         Corporate
                                      U.S. Treasury         Agencies          Backed Debt      & Political        Backed          Debt
                                       Securities         Obligations1        Securities1     Subdivisions      Securities     Securities
Within 1 Year:
Amortized cost                       $             -    $               -    $       2,006    $       1,939    $          -    $     5,032
Fair value                                         -                    -            1,935            1,928               -          5,066

1 - 5 Years:
Amortized cost                                 2,886                  678            6,471           18,634               -          7,593
Fair value                                     2,542                  670            6,194           17,820               -          7,563

5 - 10 Years:
Amortized cost                                 4,967               16,994            1,097           26,479               -         33,213
Fair value                                     4,259               17,098            1,064           23,605               -         30,364

After 10 Years:
Amortized cost                                     -              140,027           27,193           78,124          37,526              -
Fair value                                         -              125,087           24,495           67,336          36,418              -

Total:
Amortized cost                       $         7,853    $         157,699    $      36,767    $     125,176    $     37,526    $    45,838
Fair value                                     6,801              142,855           33,688          110,689          36,418         42,993

1Mortgage-backed and asset-backed securities are allocated for maturity reporting at their original maturity date.



Marketable equity securities consist of common stock investments in other
commercial banks and bank holding companies. At December 31, 2022 and 2021, the
Corporation had $1,699,000 and $1,962,000, respectively, in equity securities
recorded at fair value, a decrease of $263,000 or 13.4%.

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LOANS

Total loans increased to $858,469,000 as of December 31, 2022, compared to a
balance of $752,841,000 as of December 31, 2021. Table 9 provides data relating
to the composition of the Corporation's loan portfolio on the dates indicated.
Total loans increased $105,628,000, or 14.0% in 2022 compared to an increase of
$32,231,000, or 4.5% in 2021.

Steady demand for borrowing by businesses accounted for the 14.0% increase in
the loan portfolio from December 31, 2021 to December 31, 2022. Overall, the
Commercial and Industrial portfolio (which includes tax-free Commercial and
Industrial loans) increased $4,473,000 or 5.4% from $82,526,000 at December 31,
2021 to $86,999,000 at December 31, 2022. The increase in the Commercial and
Industrial portfolio during the year ended December 31, 2022 was attributable to
the portion of the Commercial and Industrial portfolio excluding SBA PPP loans
which increased $9,254,000 during the year ended December 31, 2022, mainly
resulting from $17,072,000 in new loan originations for the year ended December
31, 2022 and an increase in utilization of existing Commercial and Industrial
lines of credit of $5,067,000, offset by loan payoffs of $6,238,000 and regular
principal payments and other typical fluctuations in the Commercial and
Industrial portfolio during the year ended December 31, 2022. This was offset by
a reduction of $4,781,000 in the portion of the Commercial and Industrial
portfolio attributable to SBA PPP loans, the balance of which decreased from
$4,894,000 at December 31, 2021 to $113,000 at December 31, 2022, as a result of
loan forgiveness. The Commercial Real Estate portfolio (which includes tax-free
Commercial Real Estate loans) increased $89,895,000 or 17.2% from $521,654,000
at December 31, 2021 to $611,549,000 at December 31, 2022. The increase is
mainly attributable to new loan originations of $162,459,000 for the year ended
December 31, 2022, offset by loan payoffs of $58,616,000 and a decrease in
utilization of existing Commercial Real Estate lines of credit of $11,778,000,
along with regular principal payments and other typical amortization in the
Commercial Real Estate portfolio during the year ended December 31, 2022.
Residential Real Estate loans increased $11,123,000 or 7.8% from $143,383,000 at
December 31, 2021 to $154,506,000 at December 31, 2022. The increase was mainly
the result of $34,329,000 in new loan originations and an increase in
utilization of existing Residential Real Estate (Home Equity) lines of credit of
$2,644,000, offset by net loans sold of $3,410,000, loan payoffs of $16,121,000
(of which $4,734,000 was refinanced with the Bank during the year ended December
31, 2022 with new refinanced loan balances included in the new loan origination
total), and regular principal payments and other typical amortization in the
Residential Real Estate portfolio during the year ended December 31, 2022. Net
loans sold for the year ended December 31, 2022 consisted of total loans sold
during the year ended December 31, 2022 of $5,685,000, offset with loans opened
and sold in the same quarter during each quarter of 2022 which amounted to
$2,275,000. The Corporation continues to originate and sell certain long-term
fixed rate residential mortgage loans, which conform to secondary market
requirements, when the market pricing is favorable. The Corporation derives
ongoing income from the servicing of mortgages sold in the secondary market. The
Corporation continues its efforts to lend to creditworthy borrowers.

Management believes that the loan portfolio is well diversified. The total
commercial portfolio was $698,548,000 at December 31, 2022. Of total loans,
$611,549,000 or 71.3% were secured by commercial real estate, primarily lessors
of residential buildings and dwellings and lessors of non-residential buildings.
The Corporation continues to monitor these portfolios.

All loan relationships in excess of $1,500,000 are reviewed internally and/or externally through a loan review process on an annual basis. Such review is based upon analysis of current financial statements of the borrower, co-borrowers/guarantors, payment history, and economic conditions.


Overall, the portfolio risk profile as measured by loan grade is considered low
risk, as $836,405,000 or 97.5% of gross loans are graded Pass; $634,000 or 0.1%
are graded Special Mention; $20,301,000 or 2.4% are graded Substandard; and $0
are graded Doubtful. The rating is intended to represent the best assessment of
risk available at a given point in time, based upon a review of the borrower's
financial statements, credit analysis, payment history with the Bank, credit
history and lender knowledge of the borrower. See Note 3 - Loans and Allowance
for Loan Losses for risk grading tables.

Overall, non-pass grades decreased to $20,935,000 at December 31, 2022, as compared to $24,737,000 at December 31, 2021. Commercial and Industrial non-pass grades decreased to $725,000 as of December 31, 2022,



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compared to $796,000 as of December 31, 2021. Commercial Real Estate non-pass
grades decreased to $19,415,000 as of December 31, 2022 as compared to
$22,346,000 as of December 31, 2021. Residential Real Estate and Consumer
non-pass grades decreased to $795,000 as of December 31, 2022, as compared to
$1,595,000 as of December 31, 2021.

The decrease in Commercial Real Estate non-pass grades from December 31, 2021 to
December 31, 2022 is attributable to various fluctuations that transpired in the
Commercial Real Estate non-pass grade portfolio throughout 2022. A payoff was
completed during the second quarter of 2022 on a Substandard non-accrual loan to
a contractor specializing in modular construction that carried a balance of
$1,000,000 at December 31, 2021. Additionally, four loans to the
owners/operators of an indoor family entertainment complex that were classified
as Substandard and carried an aggregate balance of $753,000 at December 31, 2021
and one loan to the owner/operator of a multi-unit apartment building that was
classified as Special Mention and carried a balance of $729,000 as of December
31, 2021 were upgraded to pass-grade status during the year ended December 31,
2022. There were also $750,000 in principal payments/paydowns made during the
fourth quarter of 2022 on a non-performing loan to a student housing holding
company that was classified as Substandard at both December 31, 2021 and
December 31, 2022.

The Corporation continues to internally underwrite each of its loans to comply with prescribed policies and approval levels established by its Board of Directors.

The classes of the Corporation's loan portfolio net of unearned discount and net deferred loan fees and costs are summarized in Table 9.



Table 9 - Loans

(Dollars in thousands)                                  December 31,
                                  2022         2021         2020         2019         2018
Commercial and Industrial       $  86,999    $  82,526    $  91,875    $  86,712    $  92,220
Commercial Real Estate            611,549      521,654      466,728      395,801      348,476
Residential Real Estate           154,506      143,383      156,983      159,350      159,741
Consumer                            5,415        5,278        5,024        5,869        5,955
Total Loans                     $ 858,469    $ 752,841    $ 720,610    $ 647,732    $ 606,392

The Corporation's maturity and interest rate sensitivity information related to the loan portfolio is summarized in Table 10.

Table 10 - Loan Maturity and Interest Sensitivity



Loans by Maturity
                                                   December 31, 2022
(Dollars in thousands)       One Year        After One Year          After
                             and Less      Through Five Years      Five Years       Total
Commercial and Industrial    $  11,262    $             33,338    $     42,399    $  86,999
Commercial Real Estate          37,651                 137,547         436,351      611,549
Residential Real Estate          8,703                  33,942         111,861      154,506
Consumer                         1,682                   3,113             620        5,415
Total                        $  59,298    $            207,940    $    591,231    $ 858,469


The above data represents the amount of loans receivable at December 31, 2022
which, based on remaining scheduled repayments of principal, are due in the
periods indicated.

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Loans by Repricing
                                                                   December 31, 2022
(Dollars in thousands)                       One Year        After One Year          After
                                             and Less      Through Five Years      Five Years       Total
Commercial and Industrial                    $  30,808    $             43,861    $     12,330    $  86,999
Commercial Real Estate                          83,905                 517,849           9,795      611,549
Residential Real Estate                         17,624                  31,161         105,721      154,506
Consumer                                         2,533                   2,856              26        5,415
Total                                        $ 134,870    $            595,727    $    127,872    $ 858,469

Loans with a fixed interest rate             $  24,727    $             72,265    $    112,155    $ 209,147
Loans with a variable interest rate            110,143                 523,462          15,717      649,322
Total                                        $ 134,870    $            595,727    $    127,872    $ 858,469


The above data represents the amount of loans receivable at December 31, 2022
which are due or have the opportunity to reprice in the periods indicated, based
on remaining scheduled repayments of principal for fixed rate loans or date of
next repricing opportunity for variable rate loans. The fixed and variable
portions of the amounts of loans receivable due or repricing in the periods
indicated are also summarized above.

ALLOWANCE FOR LOAN LOSSES



The allowance for loan losses constitutes the amount available to absorb losses
within the loan portfolio. As of December 31, 2022, the allowance for loan
losses was $8,274,000 as compared to $8,680,000 as of December 31, 2021. The
allowance for loan losses is established through a provision for loan losses
charged to expenses. Loans are charged against the allowance for possible loan
losses when management believes that the collectability of the principal is
unlikely. The risk characteristics of the loan portfolio are managed through
various control processes, including credit evaluations of individual borrowers,
periodic reviews, and diversification by industry. Risk is further mitigated
through the application of lending procedures such as the holding of adequate
collateral and the establishment of contractual guarantees.

Management performs a quarterly analysis to determine the adequacy of the
allowance for loan losses. The methodology in determining adequacy incorporates
specific and general allocations together with a risk/loss analysis on various
segments of the portfolio according to an internal loan review process. This
assessment results in an allocated allowance. Management maintains its loan
review and loan classification standards consistent with those of its regulatory
supervisory authority.

Management considers, based upon its methodology, that the allowance for loan
losses is adequate to cover foreseeable future losses. However, there can be no
assurance that the allowance for loan losses will be adequate to cover
significant losses, if any, that might be incurred in the future. On a quarterly
basis, management evaluates the qualitative factors utilized in the calculation
of the Corporation's allowance for loan losses and various adjustments are made
to these factors as deemed necessary at the time of evaluation. The uncertain
economic climate has played a large role in the qualitative factor adjustments
that have been implemented throughout 2021 and 2022. Qualitative factors
remained unchanged during the first quarter of 2021, as the economy and
unemployment levels showed marked improvement over the prior quarter. During the
second quarter of 2021, the qualitative factors related to the local/regional
economy were decreased by one basis point across all loan segments, as the
economy and job growth in the Company's market areas demonstrated marked
improvement over the prior quarter, and the qualitative factor related to
collateral values was increased by one basis point for both the Commercial Real
Estate and Residential Real Estate portfolio segments due to an artificial
increase in market values in the real estate sector as individuals' willingness
to pay above-average market prices has sparked uncertainty surrounding
collateral values in the real estate market. Qualitative factors remained
unchanged during the third quarter of 2021. During the fourth quarter of 2021,
the qualitative factors related to external factors/conditions were increased by
one basis point across all loan segments due to increased inflation rates, as
well as elevated unemployment levels (although improved from 2020 and early
2021) and the uncertainty of how broad the changes implemented by the Federal
Reserve would be. The qualitative factors related to collateral values were also
increased by one basis point across all loan segments during the fourth quarter
of 2021, as collateral values continued to artificially increase as individuals
were willing to pay above-average market prices in all

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sectors. During the first quarter of 2022, the qualitative factors related to
the local/regional economy were increased by one basis point across all loan
segments due to ongoing economic uncertainty resulting from supply chain
disruptions caused by the COVID-19 pandemic, conflicts in foreign countries
causing inflationary pressures due to reductions/disruptions in the production
of the commodities controlled by these countries, increased interest rates, and
the overall inflation rate continuing to rise. During the second quarter of
2022, the qualitative factors remained unchanged. During the third quarter of
2022, the qualitative factors related to the management and review systems
components were each decreased by two basis points across all loan segments due
to consistency and experience within the Company's management and satisfactory
exam results related to the Company's loan review process. During the fourth
quarter of 2022, the qualitative factor related to collateral values was
decreased by one basis point in the Commercial and Industrial, Tax Free, and
Consumer portfolio segments and decreased by two basis points in the Commercial
Real Estate and Residential Real Estate portfolio segments, as the artificial
increase in market rates related to equipment, commodities, and real estate have
begun to subside. The qualitative factor related to delinquency trends was also
decreased by one basis point in the Commercial and Industrial, Commercial Real
Estate, and Residential Real Estate portfolio segments, as the Corporation's
levels of past due loans, non-accrual loans, and charge-offs have been lower in
these portfolios in the last two years than in previous years. Modifications
granted in compliance with Section 4013 of the CARES Act were highest in the
Commercial Real Estate portfolio segment, the long-term effects of which are
still very unclear, as there is still uncertainty related to the lagging
economic effects of the COVID-19 pandemic, especially in relation to this
segment of the Corporation's loan portfolio.

Table 11 contains an analysis of the allowance for loan losses indicating
charge-offs and recoveries by year. In 2022 and 2021, net charge-offs as a
percentage of average loans was 0.02%, respectively. Net charge-offs amounted to
$142,000 in 2022 and $113,000 in 2021. Net charge-offs were higher in 2022 than
in 2021, mainly due to a charge-off in the amount of $148,000 that was completed
during the third quarter of 2022 on a commercial and industrial loan to a
residential construction company. The business has ceased operations as a result
of financial difficulties.

For the year ended December 31, 2022, the provision for loan losses resulted in
a credit balance of $264,000, as compared to $860,000 expense for the year ended
December 31, 2021. The net effect of the credit balance of the provision and net
charge-offs resulted in the year-end allowance for loan losses of $8,274,000 of
which 8.5% was attributed to the Commercial and Industrial component, 71.7%
attributed to the Commercial Real Estate component, 18.8% attributed to the
Residential Real Estate component, 1.0% attributed to the Consumer component,
and 0% being the unallocated component (refer to the activity in Note 3 - Loans
and Allowance for Loan Losses on page 74.) The Corporation determined that the
provision for loan losses made during 2022 was sufficient to maintain the
allowance for loan losses at a level necessary for the probable losses inherent
in the loan portfolio as of December 31, 2022.

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Table 11 - Analysis of Allowance for Loan Losses



(Dollars in thousands)                                  Years Ended 

December 31,

As of and for the nine months ended: 2022 2021 2020


 2019       2018
Beginning balance                          $ 8,680    $ 7,933    $ 7,005    $ 6,745    $ 7,487
Charge-offs:
Commercial and Industrial                      158         13         90          -         18
Commercial Real Estate                           3         29        141         64        783
Residential Real Estate                         12         80         33         69        181
Consumer                                        33         36         37         71         57
                                               206        158        301        204      1,039
Recoveries:
Commercial and Industrial                        3          -         14          6         31
Commercial Real Estate                          40         30          -          -         60
Residential Real Estate                         16          4          8          2          -
Consumer                                         5         11          7          6          6
                                                64         45         29         14         97

Net charge-offs                                142        113        272        190        942
Additions (credited) charged to
operations                                   (264)        860      1,200        450        200
Balance at end of period                   $ 8,274    $ 8,680    $ 7,933    $ 7,005    $ 6,745

Ratio of net charge-offs during the
period to average loans outstanding           0.02 %     0.02 %     0.04 %     0.03 %     0.16 %
during the period
Allowance for loan losses to average          1.03 %     1.18 %     1.16 %     1.13 %     1.15 %
loans outstanding during the period


It is the policy of management and the Corporation's Board of Directors to make
a provision for both identified and unidentified losses inherent in its loan
portfolio. A provision for loan losses is charged to operations based upon an
evaluation of the potential losses in the loan portfolio. This evaluation takes
into account such factors as portfolio concentrations, delinquency trends,
trends of non-accrual and classified loans, economic conditions, and other
relevant factors.

The loan review process, which is conducted quarterly, is an integral part of
the Bank's evaluation of the loan portfolio. A detailed quarterly analysis to
determine the adequacy of the Corporation's allowance for loan losses is
reviewed by the Board of Directors.

With the Bank's manageable level of net charge-offs and the additions to the
reserve from the credit balance of the provision, the allowance for loan losses
as a percentage of average loans amounted to 1.03% in 2022 and 1.18% in 2021.

Table 12 sets forth the allocation of the Bank's allowance for loan losses by
loan category and the percentage of loans in each category to the total
allowance for loan losses at the dates indicated. The portion of the allowance
for loan losses allocated to each loan category does not represent the total
available for future losses that may occur within the loan category, since the
total loan loss allowance is a valuation reserve applicable to the entire loan
portfolio.

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  Table of Contents

Table 12 - Allocation of Allowance for Loan Losses



(Dollars in thousands)

                                                           December 31,
                   2022       %*       2021       %*       2020       %*       2019       %*       2018       %*
Commercial and    $   704      8.5    $   681      8.8    $   787     10.8    $   634      9.7    $   724     11.7
Industrial
Commercial          5,932     71.7      5,408     70.1      4,762     65.4      4,116     63.0      3,700     59.8
Real Estate
Residential         1,557     18.8      1,539     20.0      1,643     22.5 

    1,665     25.5      1,650     26.6
Real Estate
Consumer               81      1.0         84      1.1         94      1.3        114      1.8        117      1.9
Unallocated             -      N/A        968      N/A        647      N/A        476      N/A        554      N/A
                  $ 8,274    100.0    $ 8,680    100.0    $ 7,933    100.0    $ 7,005    100.0    $ 6,745    100.0


*Percentage of allocation in each category to total allocations in the Allowance for Loan Loss Analysis, excluding unallocated.

NON-PERFORMING ASSETS


Table 13 details the Corporation's non-performing assets and impaired loans as
of the dates indicated. Generally, a loan is classified as non-accrual and the
accrual of interest on such a loan is discontinued when the contractual payment
of principal or interest has become 90 days past due or management has serious
doubts about further collectability of principal or interest. A loan may remain
on accrual status if it is in the process of collection and is either guaranteed
or well secured. When a loan is placed on non-accrual status, unpaid interest
credited to income in the current year is reversed and unpaid interest accrued
in prior years is charged against current period income. A modification of a
loan constitutes a TDR when a borrower is experiencing financial difficulty and
the modification constitutes a concession that the Corporation would not
otherwise consider. Modifications to loans classified as TDRs generally include
reductions in contractual interest rates, principal deferments and extensions of
maturity dates at a stated interest rate lower than the current market for a new
loan with similar risk characteristics. While unusual, there may be instances of
loan principal forgiveness. Any loan modifications made in response to the
COVID-19 pandemic are not considered TDRs as long as the criteria set forth in
Section 4013 of the CARES Act are met. Foreclosed assets held for resale
represent property acquired through foreclosure, or considered to be an
in-substance foreclosure.

Total non-performing assets amounted to $5,359,000 as of December 31, 2022, as
compared to $7,066,000 as of December 31, 2021. The economy continues to be
unstable. Inflation has receded but remains at a very high level. The war
between Ukraine and Russia is continuing to cause worldwide turmoil. The
unemployment rate remains at a low level, but the labor force participation rate
also remains at a low level. The need for workers has driven wages up in most
sectors. Inflation is causing extreme concerns in all areas of the economy. The
war abroad and its effects on various commodities continues to have a negative
impact on inflation. Values of new and used homes and automobiles have leveled
off. The Federal Reserve has raised interest rates to not recently seen levels
with a commitment for additional increases throughout the coming year until
inflation falls back in line with its established guidelines. These forces have
had a direct effect on the Corporation's non-performing assets. The Corporation
is closely monitoring its Commercial Real Estate portfolio because of the
current uncertain economic environment. Non-accrual loans totaled $5,051,000 as
of December 31, 2022 as compared to $7,066,000 as of December 31, 2021. There
were no foreclosed assets held for resale as of December 31, 2022 or December
31, 2021. There were three loans past-due 90 days or more and still accruing
interest as of December 31, 2022 which carried an aggregate balance of $308,000,
compared to December 31, 2021 when there were no loans past-due 90 days or more
and still accruing interest. The loans past-due 90 days or more and still
accruing interest as of December 31, 2022 consisted of one commercial real
estate loan and two residential real estate loans, all of which were
well-secured and in the process of collection.

Non-performing assets to total loans was 0.62% as of December 31, 2022 compared
to 0.94% at December 31, 2021. Non-performing assets to total assets was 0.40%
as of December 31, 2022 compared to 0.54% at December 31, 2021. The allowance
for loan losses to total non-performing assets was 154.39% as of December 31,
2022 as compared to 122.84% as of December 31, 2021. Additional detail can be
found in Table 13 - Non-Performing Assets and Impaired

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Loans and the Loans Receivable on Non-Accrual Status table in Note 3 - Loans and
Allowance for Loan Losses. Asset quality is a priority and the Corporation
retains a full-time loan review officer to closely track and monitor overall
loan quality, along with a full-time loan workout department to manage
collection and liquidation efforts.

Performing substandard loans which are not deemed to be impaired have
characteristics that cause management to have doubts regarding the ability of
the borrower to perform under present loan repayment terms and which may result
in reporting these loans as non-performing loans in the future. Performing
substandard loans not deemed to be impaired amounted to $10,776,000 at December
31, 2022 and $10,463,000 at December 31, 2021.

Impaired loans were $11,207,000 at December 31, 2022 and $13,673,000 at December
31, 2021. The largest impaired loan relationship at December 31, 2022 consisted
of a performing loan to a student housing holding company, which was classified
as a TDR. The loan is secured by commercial real estate and carried a balance of
$2,797,000 at December 31, 2022, net of $943,000 that had been charged-off to
date, compared to December 31, 2021 when the loan carried a balance of
$2,864,000, net of $943,000 that had been charged-off to date. The second
largest impaired loan relationship at December 31, 2022 consisted of a
non-performing loan to a student housing holding company which is secured by
commercial real estate. At December 31, 2022, the loan carried a balance of
$2,340,000, net of $1,989,000 that had been charged off to date, compared to
December 31, 2021 when the loan carried a balance of $3,090,000, net of
$1,989,000 that had been charged-off to date. The third largest impaired loan
relationship at December 31, 2022 consisted of five non-performing loans to a
plastic processing company focused on non-post-consumer recycling. Three loans
are classified in the Commercial and Industrial portfolio and modified as TDRs
and two loans are secured by commercial real estate. The loans carried an
aggregate balance of $1,084,000 as of December 31, 2022, compared to December
31, 2021 when the loans carried an aggregate balance of $1,176,000.

The Corporation estimates impairment based on its analysis of the cash flows or
collateral estimated at fair value less cost to sell. For collateral dependent
loans, the estimated appraisal or other qualitative adjustments and cost to sell
percentages are determined based on the market area in which the real estate
securing the loan is located, among other factors, and therefore, can differ
from one loan to another. Of the $11,207,000 in impaired loans at December 31,
2022, none were located outside the Corporation's primary market area.

The outstanding recorded investment of loans categorized as TDRs as of December
31, 2022 and December 31, 2021 was $7,480,000 and $8,020,000, respectively. The
decrease in TDRs at December 31, 2022 as compared to December 31, 2021 is mainly
attributable to regular principal payments and paydowns on existing TDRs that
were completed during the year ended December 31, 2022. Of the thirty
restructured loans at December 31, 2022, four loans were classified in the
Commercial and Industrial portfolio, twenty-five loans were classified in the
Commercial Real Estate portfolio, and one loan was classified in the Residential
Real Estate portfolio. TDRs at December 31, 2022 consisted of ten term
modifications beyond the original stated term, three interest rate
modifications, and sixteen payment modifications. At December 31, 2022, there
was also one troubled debt restructuring that experienced all three types of
modification-payment, rate, and term. TDRs are separately evaluated for
impairment disclosures, and if necessary, a specific allocation is established.
As of December 31, 2022 and 2021, there were no specific allocations
attributable to the TDRs. There were no unfunded commitments on TDRs at December
31, 2022 and 2021.

At December 31, 2022, three commercial and industrial loans classified as TDRs
with a combined recorded investment of $664,000, and five commercial real estate
loans classified as TDRs with a combined recorded investment of $684,000 were
not in compliance with the terms of their restructure, compared to December 31,
2021 when three commercial and industrial loans classified as TDRs with a
combined recorded investment of $708,000, ten commercial real estate loans
classified as TDRs with a combined recorded investment of $590,000, and one
residential real estate loan classified as a TDR with a recorded investment of
$14,000 were not in compliance with the terms of their restructure.

Of the loans that were modified as TDRs within the twelve months preceding
December 31, 2022, no loans experienced payment defaults during the year ended
December 31, 2022. Three commercial real estate loans totaling $285,000 that
were modified as TDRs within the twelve months preceding December 31, 2021
experienced payment defaults during the year ended December 31, 2021.

                                       39

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The Corporation's non-accrual loan valuation procedure for any loans greater
than $250,000 requires an appraisal to be obtained and reviewed annually at year
end, unless the Board of Directors waives such requirement for a specific loan,
in favor of obtaining a Certificate of Inspection instead, defined as an
internal evaluation completed by the Corporation. A quarterly collateral
evaluation is performed which may include a site visit, property pictures and
discussions with realtors and other similar business professionals to ascertain
current values.

For non-accrual loans less than $250,000 upon classification and typically at
year end, the Corporation completes a Certificate of Inspection, which includes
the results of an onsite inspection, and may consider value indicators such as
insured values, tax assessed values, recent sales comparisons and a review of
the previous evaluations.

Improving loan quality is a priority. The Corporation actively works with
borrowers to resolve credit problems and will continue its close monitoring
efforts in 2023. Excluding the assets disclosed in Table 13 - Non-Performing
Assets and Impaired Loans and the Troubled Debt Restructurings section in Note 3
- Loans and Allowance for Loan Losses, management is not aware of any
information about borrowers' possible credit problems which cause serious doubt
as to their ability to comply with present loan repayment terms.

In addition, regulatory authorities, as an integral part of their examinations,
periodically review the allowance for possible loan losses. They may require
additions to allowances based upon their judgments about information available
to them at the time of examination.

The economic climate remains in a very frail state. The war between Ukraine and
Russia has exacerbated the difficulties in the national and state economy and
experts at all levels are attempting to calculate the intermediate or long term
affects. The Corporation may experience difficulties collecting payments on time
from its borrowers, and certain types of loans may need to be modified, which
could cause a rise in the level of impaired loans, non-performing assets,
charge-offs, and delinquencies. Should such metrics increase, additions to the
balance of the Corporation's allowance for loan losses could be required. The
extent of the impact of these stressors on the Corporation's operational and
financial performance will depend on certain developments including inflationary
controls enacted, the labor force, supply bottlenecks, the longevity of the war,
and the effectiveness in controlling the lingering effects of the COVID-19
outbreak, etc. and the after-effects of these factors. These factors may not
immediately impact the Corporation's operational and financial performance, as
the effects of these factors may lag into the future. The Corporation is also
susceptible to the impact of economic and fiscal policy factors that may evolve
in the post-pandemic environment.

A concentration of credit exists when the total amount of loans to borrowers,
who are engaged in similar activities that are similarly impacted by economic or
other conditions, exceed 10% of total loans. As of December 31, 2022 and 2021
management is of the opinion that there were no loan concentrations exceeding
10% of total loans.

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  Table of Contents

Table 13 - Non-Performing Assets and Impaired Loans



(Dollars in thousands)                                         December 31,
                                                            2022         2021
Non-performing assets
Non-accrual loans                                         $   5,051    $   7,066

Foreclosed assets held for resale                                 -        

-


Loans past-due 90 days or more and still accruing
interest                                                        308        

-


Total non-performing assets                               $   5,359    $  

7,066

Impaired loans
Non-accrual loans                                         $   5,051    $   7,066
Accruing TDRs                                                 6,156        6,607
Total impaired loans                                         11,207       13,673

Allocated allowance for loan losses                               -        

-


Net investment in impaired loans                          $  11,207    $  

13,673


Impaired loans with a valuation allowance                 $       -    $   

-


Impaired loans without a valuation allowance                 11,207       

13,673


Total impaired loans                                      $  11,207    $  

13,673



Allocated valuation allowance as a percent of impaired
loans                                                             - %          - %
Impaired loans to total loans                                  1.31 %       1.81 %
Non-performing assets to total loans                           0.62 %       0.94 %
Non-performing assets to total assets                          0.40 %       0.54 %
Allowance for loan losses to impaired loans                   73.83 %      63.48 %
Allowance for loan losses to total non-performing
assets                                                       154.39 %     

122.84 %




Real estate mortgages comprise 89.2% of the loan portfolio as of December 31,
2022, as compared to 88.3% as of December 31, 2021. Real estate mortgages
consist of both residential and commercial real estate loans. The real estate
loan portfolio is well diversified in terms of borrowers, collateral, interest
rates, and maturities. Also, the residential real estate loan portfolio is
largely comprised of fixed rate mortgages. The real estate loans are
concentrated primarily in the Corporation's market area and are subject to risks
associated with the local economy. The commercial real estate loans typically
reprice approximately every three to five years and are also concentrated in the
Corporation's market area. The Corporation's loss exposure on its impaired loans
continues to be mitigated by collateral positions on these loans. The allocated
allowance for loan losses associated with impaired loans is generally computed
based upon the related collateral value of the loans. The collateral values are
determined by recent appraisals or Certificates of Inspection, but are generally
discounted by management based on historical dispositions, changes in market
conditions since the last valuation and management's expertise and knowledge of
the borrower and the borrower's business.

DEPOSITS, OTHER BORROWED FUNDS AND SUBORDINATED DEBT



Consumer and commercial retail deposits are attracted primarily by the
Corporation's eighteen full service office locations, one loan production
office, and through its internet banking presence. The Corporation offers a
broad selection of deposit products and continually evaluates its interest rates
and fees on deposit products. The Corporation regularly reviews competing
financial institutions' interest rates, especially when establishing interest
rates on certificates of deposit.

Deposits decreased by $84,470,000, or 7.8% for the year ending December 31, 2022
as compared to December 31, 2021. The decrease in deposits in 2022 can be
attributed to decreases in non-interest bearing, interest bearing, savings and
time deposits. The decrease in deposits was mainly the result of a $70,297,000
decrease in municipal deposits and other normal fluctuations in deposits during
2022.

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  Table of Contents

The following schedule reflects the remaining maturities of time deposits and other time open deposits of $100,000 or more at December 31, 2022.



(Dollars in thousands)                Time        Other Time Open
                                    Deposits         Deposits
                                   ?$100,000         ?$100,000
Less than or equal to 3 months     $    6,487    $             855
Over 3 months through 6 months          8,558                    -
Over 6 months through 12 months        21,976                    -
Over 12 months                         19,831                    -
                                   $   56,852    $             855


Total borrowings were $178,418,000 as of December 31, 2022, compared to
$62,377,000 at December 31, 2021. During 2022, long-term borrowings decreased
from $35,000,000 to $25,000,000. The decrease in long-term borrowings in 2022
was the result of the maturity of one individual term note with FHLB.

Short-term debt increased from $27,377,000 in 2022 to $153,418,000 as of
December 31, 2022 as a result of decreased deposit balances and growth in the
loan portfolio. Short-term borrowings are comprised of federal funds purchased,
securities sold under agreements to repurchase, Federal Discount Window and
short-term borrowings from FHLB. Short-term borrowings from FHLB are commonly
used to offset seasonal fluctuations in deposits.

In connection with FHLB borrowings, Federal Discount Window, and securities sold under agreements to repurchase, the Corporation maintains certain eligible assets as collateral.

The following table shows information about the Corporation's short-term borrowings as of December 31, 2022 and 2021.

Table 14 - Short-Term Borrowings



(Dollars in thousands)

                                                                        2022
                                                                               Maximum
                                                   Period End     Average     Month End     Average
                                                    Balance       Balance      Balance       Rate
Federal funds purchased                           $          -    $     13    $        -          - %

Securities sold under agreements to repurchase          20,368      26,825 

      30,868       0.84 %
Federal Discount Window                                      -           3             -       2.78 %
Federal Home Loan Bank                                 133,050      60,719       133,050       2.82 %
                                                  $    153,418    $ 87,560    $  163,918       2.21 %


(Dollars in thousands)

                                                                         2021
                                                                                Maximum
                                                   Period End     Average      Month End     Average
                                                    Balance       Balance       Balance       Rate
Federal funds purchased                           $          -    $      -    $         -       0.36 %

Securities sold under agreements to repurchase          27,377      26,352 

       29,853       0.35 %
Federal Discount Window                                      -           -              -       0.36 %
Federal Home Loan Bank                                       -         553            770       0.34 %
                                                  $     27,377    $ 26,905    $    30,623       0.35 %


On December 10, 2020, the Corporation issued $25,000,000 aggregate principal
amount of Subordinated Notes due December 31, 2030 (the "2020 Notes"). The 2020
Notes are intended to be treated as Tier 2 capital for regulatory capital
purposes. The 2020 Notes bear a fixed interest rate of 4.375% per year for the
first five years and then float based on a benchmark rate (as defined).

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CAPITAL STRENGTH

Normal increases in capital are generated by net income, less cash dividends
paid out. Also, the net unrealized gains or losses on debt securities
available-for-sale, net of taxes, referred to as accumulated other comprehensive
(loss) income, may increase or decrease total equity capital. The total net
decrease in capital was $28,169,000 in 2022 after an increase of $4,313,000 in
2021. The decrease in equity capital in 2022 was due to a decrease in
accumulated other comprehensive (loss) income of $37,146,000 in 2022 as a result
of market fluctuations in the securities portfolio offset by the retention of
$7,334,000 in earnings and the issuance of new shares through the Corporation's
Dividend Reinvestment Program ("DRIP") amounting to $1,643,000.

The Corporation had 231,611 and 231,612 shares of common stock as of December 31, 2022 and December 31, 2021, respectively, at a cost of $5,709,000, as treasury stock, authorized and issued but not outstanding.

Return on average equity ("ROE") is computed by dividing net income by average stockholders' equity. This ratio was 10.75% for 2022 and 9.93% for 2021.


Adequate capitalization of banks and bank holding companies is required and
monitored by regulatory authorities. Table 15 reflects risk-based capital ratios
and the leverage ratio for the Bank. The Bank's leverage ratio was 10.38% at
December 31, 2022 and 10.14% at December 31, 2021.

The Bank has consistently maintained regulatory capital ratios at or above the
"well capitalized" standards. To be categorized as "well capitalized", the Bank
must maintain minimum tier 1 risk-based capital, common equity tier 1 risk based
capital, total risk-based capital and tier 1 leverage ratios of 8.0%, 6.5%,
10.0% and 5.0%, respectively. For additional information on capital ratios, see
Note 13 - Regulatory Matters. The risk-based capital calculation assigns various
levels of risk to different categories of bank assets, requiring higher levels
of capital for assets with more risk. Also measured in the risk-based capital
ratio is credit risk exposure associated with off-balance sheet contracts and
commitments.

Table 15 - Capital Ratios

At December 31, 2022, the Bank met the definition of a "well-capitalized"
institution under the regulatory framework for prompt corrective action and the
minimum capital requirements under Basel III. The following table presents the
Bank's capital ratios as of December 31, 2022 and December 31, 2021:


                                                                                      To Be Well
                                                                                      Capitalized
                                                                                     Under Prompt
                                                 December 31,     December 31,     Corrective Action
                                                     2022             2021            Regulations
Tier 1 leverage ratio (to average assets)                10.38 %          10.14 %               5.00 %
Common Equity Tier 1 capital ratio (to
risk-weighted assets)                                    15.24 %          15.52 %               6.50 %
Tier 1 risk-based capital ratio (to
risk-weighted assets)                                    15.24 %          15.52 %               8.00 %
Total risk-based capital ratio                           16.15 %          16.57 %              10.00 %


Under the final capital rules that became effective on January 1, 2015, there
was a requirement for a common equity tier 1 capital conservation buffer of 2.5%
of risk-weighted assets which is in addition to the other minimum risk-based
capital standards in the rule. Institutions that do not maintain this required
capital buffer will become subject to progressively more stringent limitations
on the percentage of earnings that can be paid out in dividends or used for
stock repurchases and on the payment of discretionary bonuses to senior
executive management. The capital buffer requirement was phased in over three
years beginning in 2016. The capital buffer requirement effectively raises the
minimum required common equity tier 1 capital ratio to 7.0%, the tier 1 capital
ratio to 8.5%, and the total capital ratio to 10.5% on a fully phased-in basis
on January 1, 2019. As of December 31, 2022, the Bank meets all capital adequacy
requirements under the Basel III Capital Rules on a fully phased-in basis.

The Corporation's capital ratios are not materially different than those of the
Bank.

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LIQUIDITY MANAGEMENT

The Corporation's objective is to maintain adequate liquidity to meet funding
needs at a reasonable cost and provide contingency plans to meet unanticipated
funding needs or a loss of funding sources, while minimizing interest rate risk.
Adequate liquidity is needed to provide the funding requirements of depositors'
withdrawals, loan growth, and other operational needs.

Sources of liquidity are as follows:

? Growth in the core deposit base;

? Proceeds from sales or maturities of securities;

? Payments received on loans and mortgage-backed and asset-backed securities;

? Overnight correspondent bank borrowings on various credit lines, notes, etc.,

with various levels of capacity;

? Securities sold under agreements to repurchase; and

? Brokered CDs.




At December 31, 2022, the Corporation had $495,974,000 in available borrowing
capacity at FHLB (inclusive of the outstanding balances of FHLB long-term notes,
FHLB short-term borrowings and irrevocable standby letters of credit issued by
FHLB); the maximum borrowing capacity at ACBB was $15,000,000 and the maximum
borrowing capacity of the Federal Discount Window was $2,235,000.

The Corporation enters into "Repurchase Agreements" in which it agrees to sell
securities subject to an obligation to repurchase the same or similar
securities. Because the agreement both entitles and obligates the Corporation to
repurchase the assets, the Corporation may transfer legal control of the
securities while still retaining effective control. As a result, the repurchase
agreements are accounted for as collateralized financing agreements (secured
borrowings) and act as an additional source of liquidity. Securities sold under
agreements to repurchase were $20,368,000 at December 31, 2022.

Asset liquidity is provided by securities maturing in one year or less, other
short-term investments, federal funds sold, and cash and due from banks. The
liquidity is augmented by repayment of loans and cash flows from mortgage-backed
and asset-backed securities. Liability liquidity is accomplished primarily by
maintaining a core deposit base, acquired by attracting new deposits and
retaining maturing deposits. Also, short-term borrowings provide funds to meet
liquidity needs.

Net cash flows provided by operating activities were $16,528,000 and $15,255,000
as of December 31, 2022 and December 31, 2021, respectively. Net income amounted
to $14,024,000 for the year ended December 31, 2022 and $14,688,000 for the year
ended December 31, 2021. The (credit) provision for loan losses resulted in a
credit balance of $264,000 for the year ended December 31, 2022 and a provision
balance of $860,000 for the year ended December 31, 2021. During the years ended
December 31, 2022 and 2021, net premium amortization on securities amounted to
$3,008,000 and $2,930,000, respectively. Net losses on sales of mortgage loans
were $7,000 as of December 31, 2022, compared to net gains on sales of mortgage
loans of $980,000 as of December 31, 2021. Originations of mortgage loans
originated for resale exceeded proceeds (including gains) from sales of mortgage
loans originated for resale by $2,168,000 and $1,404,000 for the years ended
December 31, 2022 and 2021, respectively. Net securities losses were $846,000
for the year ended December 31, 2022, compared to net securities gains of
$323,000 for the year ended December 31, 2021. Accrued interest payable
increased by $312,000 during the year ended December 31, 2022 and decreased by
$154,000 during the year ended December 31, 2021. Other assets increased by
$342,000 and $1,554,000 during the years ended December 31, 2022 and 2021,
respectively. Other liabilities increased by $321,000 during the year ended
December 31, 2022, compared to an increase of $305,000 during the year ended
December 31, 2021.

Investing activities used cash of $93,634,000 and $111,345,000 during the years
ended December 31, 2022 and 2021, respectively. Net activity in the
available-for-sale securities portfolio (including proceeds from sale,
maturities, and redemptions, net against purchases) provided cash of $19,295,000
during the year ended December 31, 2022 and used cash of $80,814,000 during the
year ended December 31, 2021. Net change in restricted investment in bank stocks

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  Table of Contents

used cash of $5,217,000 during the year ended December 31, 2022 and provided
cash of $328,000 during the year ended December 31, 2021. Net cash used to
originate loans amounted to $103,609,000 and $29,960,000 during the years ended
December 31, 2022 and 2021, respectively. Purchase of premises and equipment
used cash of $1,892,000 and $492,000 during the years ended December 31, 2022
and 2021, respectively. Purchase of investment in real estate ventures used cash
of $2,458,000 and $435,000 during the years ended December 31, 2022 and 2021,
respectively.

Financing activities provided cash of $26,506,000 and $133,248,000 during the
years ended December 31, 2022 and 2021, respectively. Deposits decreased by
$87,470,000 during the year ended December 31, 2022 and increased by
$140,481,000 during the year ended December 31, 2021. Short-term borrowings
increased by $126,041,000 during the year ended December 31, 2022 and increased
by $7,883,000 during the year ended December 31, 2021. Repayment of long-term
borrowings amounted to $10,000,000 for both the years ended December 31, 2022
and 2021, respectively. Dividends paid amounted to $6,690,000 for the year ended
December 31, 2022, compared to $6,617,000 for the year ended December 31, 2021.

Managing liquidity remains an important segment of asset/liability management.
The overall liquidity position of the Corporation is maintained by an active
asset/liability management committee. The Corporation believes that its core
deposit base is stable even in periods of changing interest rates. Liquidity and
funds management are governed by policies and measured on a monthly basis. These
measurements indicate that liquidity generally remains stable and exceeds the
Corporation's minimum defined levels of adequacy. Other than the trends of
continued competitive pressures and volatile interest rates, there are no known
demands, commitments, events or uncertainties that will result in, or that are
reasonably likely to result in, liquidity increasing or decreasing in any
material way. Given our financial strength, we expect to be able to maintain
adequate liquidity as we manage through the current environment, utilizing
current funding options and possibly utilizing new options.

Table 16 represents scheduled maturities of the Corporation's contractual obligations by time remaining until maturity as of December 31, 2022.

Table 16 - Contractual Obligations



(Dollars in thousands)

                                     Less than      1 - 3        4 -5        Over
December 31, 2022                      1 Year       Years       Years      5 Years       Total
Time deposits                        $   99,132    $ 55,511    $ 11,457    $      -    $  166,100
Securities sold under agreement
to repurchase                            20,368           -           -           -        20,368
Short-term borrowings                   133,050           -           -           -       133,050
Long-term borrowings                      3,000      20,000           -       2,000        25,000
Subordinated debentures                       -           -           -      25,000        25,000
Operating lease obligations                 175         280         294       2,474         3,223
Financing lease obligations                   7           -           -           -             7
                                     $  255,732    $ 75,791    $ 11,751    $ 29,474    $  372,748

Off-Balance Sheet Arrangements



The Corporation is party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit and, to a
lesser extent, standby letters of credit. At December 31, 2022, the Corporation
had outstanding unfunded commitments to extend credit of $121,938,000 and
outstanding standby letters of credit of $5,596,000. Because these commitments
generally have fixed expiration dates and many will expire without being drawn
upon, the total commitment level does not necessarily represent future cash
requirements. Please refer to Note 14 - Financial Instruments with Off-Balance
Sheet Risk and Concentrations of Credit Risk for a discussion of the nature,
business purpose, and importance of the Corporation's off-balance sheet
arrangements.

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MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value
of financial instruments due to changes in interest rates, exchange rates and
equity prices. The Corporation's market risk is composed primarily of interest
rate risk. The Corporation's interest rate risk results from timing differences
in the repricing of assets, liabilities, off-balance sheet instruments, and
changes in relationships between rate indices and the potential exercise of
explicit or embedded options.

Increases in the level of interest rates also may adversely affect the fair
value of the Corporation's securities and other earning assets. Generally, the
fair value of fixed-rate instruments fluctuates inversely with changes in
interest rates. As a result, increases in interest rates could result in
decreases in the fair value of the Corporation's interest-earning assets, which
could adversely affect the Corporation's results of operations if sold, or, in
the case of interest-earning assets classified as available-for-sale, the
Corporation's stockholders' equity, if retained. Under FASB Accounting Standards
Codification ("ASC") 320-10, Investments - Debt Securities, changes in the
unrealized gains and losses, net of taxes, on debt securities classified as
available-for-sale are reflected in the Corporation's stockholders' equity. The
Corporation does not own any trading assets.

Asset/Liability Management



The principal objective of asset/liability management is to manage the
sensitivity of the net interest margin to potential movements in interest rates
and to enhance profitability through returns from managed levels of interest
rate risk. The Corporation actively manages the interest rate sensitivity of its
assets and liabilities. Table 17 presents an interest sensitivity analysis of
assets and liabilities as of December 31, 2022. Several techniques are used for
measuring interest rate sensitivity. Interest rate risk arises from the
mismatches in the repricing of assets and liabilities within a given time
period, referred to as a rate sensitivity gap. If more assets than liabilities
mature or reprice within the time frame, the Corporation is asset sensitive.
This position would contribute positively to net interest income in a rising
rate environment. Conversely, if more liabilities mature or reprice, the
Corporation is liability sensitive. This position would contribute positively to
net interest income in a falling rate environment.

Limitations of interest rate sensitivity gap analysis as illustrated in Table 17
include: a) assets and liabilities which contractually reprice within the same
period may not, in fact, reprice at the same time or to the same extent; b)
changes in market interest rates do not affect all assets and liabilities to the
same extent or at the same time, and c) interest rate sensitivity gaps reflect
the Corporation's position on a single day (December 31, 2022 in the case of the
following schedule) while the Corporation continually adjusts its interest
sensitivity throughout the year. The Corporation's cumulative gap at one year
indicates the Corporation is liability sensitive at December 31, 2022.

Table 17 - Interest Rate Sensitivity Analysis



(Dollars in thousands)

                                                              December 31, 2022
                                         One          1 - 5        Beyond       Not Rate
                                        Year          Years        5 Years     Sensitive        Total
Assets                               $   143,737    $  480,432    $ 645,263    $   59,762    $ 1,329,194

Liabilities/Stockholders' Equity 527,544 181,078 472,780


      147,792      1,329,194

Interest Rate Sensitivity Gap        $ (383,807)    $  299,354    $ 172,483    $ (88,030)

Cumulative Gap                       $ (383,807)    $ (84,453)    $  88,030             -


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Earnings at Risk

The Bank's Asset/Liability Committee ("ALCO") is responsible for reviewing the
interest rate sensitivity position and establishing policies to monitor and
limit exposure to interest rate risk. The guidelines established by ALCO are
reviewed by the Corporation's Board of Directors. The Corporation recognizes
that more sophisticated tools exist for measuring the interest rate risk in the
balance sheet beyond interest rate sensitivity gap. Although the Corporation
continues to measure its interest rate sensitivity gap, the Corporation utilizes
additional modeling for interest rate risk in the overall balance sheet.
Earnings at risk and economic values at risk are analyzed.

Earnings simulation modeling addresses earnings at risk and net present value
estimation addresses economic value at risk. While each of these interest rate
risk measurements has limitations, taken together they represent a reasonably
comprehensive view of the magnitude of interest rate risk to the Corporation.

Earnings Simulation Modeling



The Corporation's net income is affected by changes in the level of interest
rates. Net income is also subject to changes in the shape of the yield curve.
For example, a flattening of the yield curve would result in a decline in
earnings due to the compression of earning asset yields and increased liability
rates, while a steepening would result in increased earnings as earning asset
and liability yields widen.

Earnings simulation modeling is the primary mechanism used in assessing the
impact of changes in interest rates on net interest income. The model reflects
management's assumptions related to asset yields and rates paid on liabilities,
deposit sensitivity, size and composition of the balance sheet. The assumptions
are based on what management believes at that time to be the most likely
interest rate environment. Earnings at risk is the change in net interest income
from a base case scenario under various scenarios of rate shock increases and
decreases in the interest rate earnings simulation model.

Table 18 presents an analysis of the changes in net interest income and net
present value of the balance sheet resulting from various immediate shock
increases or decreases in the level of interest rates, such as two percentage
points (200 basis points) in the level of interest rates. The calculated
estimates of change in net interest income and net present value of the balance
sheet are compared to current limits approved by ALCO and the Board of
Directors. The earnings simulation model projects net interest income would
decrease 13.12%, 25.38% and 36.53% in the 100, 200 and 300 basis point
increasing rate scenarios presented. In addition, the earnings simulation model
projects net interest income would increase 10.96% and 19.00% in the 100 and 200
basis point decreasing rate scenarios presented, respectively. All of these
forecasts are within the Corporation's one year policy guidelines, aside from
the 200 basis point immediate increase scenario at (25.38)% vs. the policy limit
of (20.00)% and the 300 basis point immediate increase scenario at (36.53)% vs.
the policy limit of (25.00)%.

The analysis and model used to quantify the sensitivity of net interest income
becomes less reliable in a decreasing rate scenario given the current interest
rate environment with federal funds trading in the 425 - 450 basis point range
and many deposit accounts still lagging at markedly lower rates. Results of the
decreasing basis point declining scenarios are affected by the fact that many of
the Corporation's interest-bearing liabilities are at rates below 1% and
therefore likely may not decline 100 or more basis points. However, the
Corporation's interest-sensitive assets are able to decline by these amounts.
For the years ended December 31, 2022 and 2021, the cost of interest-bearing
liabilities averaged 0.95% and 0.57%, respectively, and the yield on average
interest-earning assets, on a fully taxable equivalent basis, averaged 3.91% and
3.65%, respectively.

Net Present Value Estimation



The net present value measures economic value at risk and is used for helping to
determine levels of risk at a point in time present in the balance sheet that
might not be taken into account in the earnings simulation model. The net
present value of the balance sheet is defined as the discounted present value of
asset cash flows minus the discounted present value of liability cash flows. At
December 31, 2022, net present value is projected to decrease 3.99%, 10.65%, and
19.17% in the 100, 200 and 300 basis point immediate increase scenarios,
respectively. Additionally, the 100 and

                                       47

Table of Contents



200 basis point immediate decreases in rates are estimated to affect net present
value with a decrease of 1.60% and 13.45%, respectively. All scenarios presented
are within the Corporation's policy limits.

The computation of the effects of hypothetical interest rate changes are based
on many assumptions. They should not be relied upon solely as being indicative
of actual results, since the computations do not account for actions management
could undertake in response to changes in interest rates.

Table 18 - Effect of Change in Interest Rates



                                                Projected Change
Effect on Net Interest Income
1-Year Net Income Simulation Projection
+300 bp Shock vs. Stable Rate                            (36.53) %
+200 bp Shock vs. Stable Rate                            (25.38) %
+100 bp Shock vs. Stable Rate                            (13.12) %
Flat rate
-100 bp Shock vs. Stable Rate                              10.96 %
-200 bp Shock vs. Stable Rate                              19.00 %

Effect on Net Present Value of Balance Sheet
Static Net Present Value Change
+300 bp Shock vs. Stable Rate                            (19.17) %
+200 bp Shock vs. Stable Rate                            (10.65) %
+100 bp Shock vs. Stable Rate                             (3.99) %
Flat rate
-100 bp Shock vs. Stable Rate                             (1.60) %
-200 bp Shock vs. Stable Rate                            (13.45) %

Table 19 shows the quarterly results of operations for the Corporation for the years ended December 31, 2022 and 2021:

Table 19 - Quarterly Results of Operations (Unaudited)

(Dollars in thousands, except per share data)


                                                                    Three Months Ended
2022                                             March 31     June 30      September 30      December 31
Interest income                                  $  10,629    $ 11,111    $       11,897    $      12,776
Interest expense                                     1,173       1,330             2,378            4,032
Net interest income                                  9,456       9,781             9,519            8,744

Provision (credit) for loan losses                     219         218     

         219            (920)
Non-interest income                                  1,389       1,514             1,493              935
Non-interest expense                                 6,516       6,595             6,711            6,955

Income before income tax expense                     4,110       4,482     

       4,082            3,644
Income tax expense                                     567         660               578              489
Net income                                       $   3,543    $  3,822    $        3,504    $       3,155
Basic and diluted earnings per share             $    0.60    $   0.64    $

        0.58    $        0.53


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(Dollars in thousands, except per share data)


                                                                  Three Months Ended
2021                                             March 31    June 30     September 30     December 31
Interest income                                  $  10,275   $ 10,259   $       10,716   $      10,798
Interest expense                                     1,305      1,288            1,283           1,272
Net interest income                                  8,970      8,971            9,433           9,526
Provision for loan losses                              135        135              185             405
Non-interest income                                  1,875      1,865            1,697           1,886
Non-interest expense                                 6,197      6,547            6,267           7,343

Income before income tax expense                     4,513      4,154      

     4,678           3,664
Income tax expense                                     635        549              655             482
Net income                                       $   3,878   $  3,605   $        4,023   $       3,182
Basic and diluted earnings per share             $    0.66   $   0.61   $  

0.68 $ 0.54

Critical Accounting Estimates



The Corporation has chosen accounting policies that it believes are appropriate
to accurately and fairly report its operating results and financial position,
and the Corporation has applied those policies in a consistent manner.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America require that the Corporation
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. These estimates and assumptions are based on
historical or other factors believed to be reasonable under the circumstances.
The Corporation evaluates these estimates and assumptions on an ongoing basis
and may retain outside consultants, lawyers and actuaries to assist in its
evaluation. These estimates, assumptions and judgments are based on information
available as of the date of the consolidated financial statements; accordingly,
as this information changes, the consolidated financial statements could reflect
different estimates, assumptions and judgments.

The Corporation considers three accounting policies to be critical because they
involve the most significant judgments and estimates used in preparation of its
consolidated financial statements. The three policies are the determination of
other-than-temporary impairment of securities, the determination of the
allowance for loan losses, and the assessment of goodwill for possible
impairment.

Other-Than-Temporary Impairment of Securities. Valuations for the securities
portfolio are determined using quoted market prices, where available. If quoted
market prices are not available, securities valuation is based on pricing
models, quotes for similar securities, and observable yield curves and spreads.
In addition to valuation, management must assess whether there are any declines
in value below the carrying value of the securities that should be considered
other than temporary or otherwise require an adjustment in carrying value and
recognition of the loss in the Corporation's Consolidated Statements of Income.

Allowance for Loan Losses. The allowance for loan losses represents management's
estimate of probable credit losses inherent in the loan portfolio. Determining
the amount of the allowance for loan losses is considered a critical accounting
estimate because it requires significant judgment and the use of estimates
related to the amount and timing of expected future cash flows on impaired
loans, estimated losses on pools of homogeneous loans based on historical loss
experience, and consideration of current economic trends and conditions, all of
which may be susceptible to significant change. The loan portfolio also
represents the largest asset type on the Corporation's Consolidated Balance
Sheets.

Goodwill. Goodwill represents the excess purchase consideration over the fair
value of net assets acquired in connection with acquisitions. Goodwill is not
amortized but is periodically evaluated for impairment. Impairment testing is
performed using either a qualitative or quantitative approach. The Corporation
has selected December 31 as the date to perform the annual goodwill impairment
test. Additionally, a goodwill impairment evaluation is performed on an interim
basis when events or circumstances indicate impairment potentially exists.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

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