UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

_____________
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
______________

Date of Report (Date of earliest event reported):  May 19, 2010

First National Community Bancorp, Inc.
(Exact name of Registrant as specified in its charter)


Pennsylvania
 
000-53869
 
23-2900790
(State or other
jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)



102 E. Drinker St., Dunmore, PA
 
18512
(Address of principal executive offices)
 
(Zip Code)


(570) 346-7667
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions ( see General Instruction A.2. below):
 


o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 


CURRENT REPORT ON FORM 8-K

ITEM 5.03                        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 19, 2010, the Registrant amended Article 5 of its Articles of Incorporation to authorize 20,000,000 shares of preferred stock, par value $1.25 per share. The amendment to Article 5 was previously approved and adopted by the Registrant’s shareholders at the Annual Meeting of Shareholders held on May 19, 2009. The Amended and Restated Articles of Incorporation are attached hereto as Exhibit 3.1 and are incorporated in this Item 5.03 by reference.

ITEM 5.07                        Submission of Matters to a Vote of Security Holders

On May 19, 2010, First National Community Bancorp, Inc. (the "Company") held its 2010 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 16,300,000 shares of the Company's common stock were entitled to vote as of March 5, 2010, the record date for the Annual Meeting. There were 13,520,366   shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on four (4) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

Proposal No. 1 – Election of Class B Director

The shareholders voted to elect one (1) Class B Director to serve for a term of two (2) years and until his successor is elected and qualified.  The results of the vote were as follows:

Name
For
Against
Abstaining
Broker Non-Votes
 
William P. Conaboy
 
10,514,856
 
303,266
 
27,214
 
2,675,029

Proposal No. 2 – Election of Class C Directors

The shareholders voted to elect three (3) Class C Directors to serve for a term of three (3) years and until their successor is elected and qualified.  The results of the vote were as follows:

Name
For
Against
Broker Non-Votes
 
Joseph Coccia
 
10,380,122
 
465,214
 
2,675,029
 
Dominick L. DeNaples
 
10,402,182
 
443,154
 
2,675,029
 
John P. Moses
 
10,379,756
 
465,580
 
2,675,029


 
 
 

Proposal No. 3 – Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2010

The shareholders voted to ratify the selection of Demetrius & Company, L.L.C., Certified Public Accountants of Wayne, New Jersey as the Company's independent registered public accounting firm for the fiscal year 2010. The results of the vote were as follows:

For
Against
Abstaining
Broker Non-Votes
 
13,315,610
 
175,651
 
29,104
 
0

Proposal No. 4 – Approval and adoption the amendment to the Articles of Incorporation of the company to authorize preferred stock

The shareholders voted to approve and adopt the amendment to the Articles of Incorporation of the company to authorize preferred stock.  The results of the vote were as follows:

For
Against
Abstaining
Broker Non-Votes
 
10,205,911
 
478,322
 
161,103
 
2,675,029




 
 
 

Item 7.01                        Regulation FD Disclosure

On May 19, 2010, Dominick L. DeNaples, Vice Chairman of the Board and Gerard A. Champi, Interim President & Chief Executive Officer of the Registrant, gave presentations at the Annual Meeting. A copy of these materials is included in this report as Exhibit 99.1 and is furnished herewith.

ITEM 9.01                        F inancial Statements and Exhibits

(d) Exhibits.
                                
 
Exhibit Number   Description
 
 3.1
 
Amended and Restated Articles of Incorporation
 
 99.1
 
Annual Meeting Presentation
   
 






















 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.



 
   
FIRST NATIONAL COMMUNITY BANCORP, INC.
   
(Registrant)
     
     
Dated: May 19, 2010
 
/s/ Linda A. D'Amario
   
Interim Principal Financial Officer


































 
 
 

EXHIBIT INDEX



EXHIBIT NO.


3.1                      Amended and Restated Articles of Incorporation


99.1                      Annual Meeting Presentation.

 
 
 

Exhibit 3.1


AMENDED & RESTATED ARTICLES OF INCORPORATION

OF

FIRST NATIONAL COMMUNITY BANCORP, INC.


1.           The name of the Corporation is First National Community Bancorp, Inc.

2.
The address, including street and number, of this Corporation’s registered office in this Commonwealth is 102 East Drinker Street, Dunmore, Pennsylvania 18512-2491, Lackawanna County.

3.
The Corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, as amended , (15 Pa. C.S. §§1101 et seq.)

4.
The purpose or purposes of the Corporation are to have unlimited power to engage in and to do any lawful act concerning any or all business for which corporations may be incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, as amended .

5. 
(a)
 The aggregate number of shares that the Corporation shall have authority to issue is Fifty Million (50,000,000) shares of Common Stock having a par value of $1.25 per share (the “Common Stock”) and Twenty Million (20,000,000) shares of Preferred Stock having a par value of $1.25 per share (the “Preferred Stock”).

 
(b)
 The Preferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations, relative rights, preferences and limitations of the Preferred Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the Corporation is hereby expressly granted authority, subject to the provisions of this Article 5, to issue Preferred Stock, from time to time, in one or more series and to fix, from time to time, before issuance thereof, by filing a certificate pursuant to the Business Corporation Law, the number of shares in each such series of such class and all designations, relative rights (including the right, to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences and limitations of the shares in each such series, including, but without limiting the generality of the foregoing, the following:

 
(i)
The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;

 
(ii)
The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;

 
(iii)
Whether or not the shares of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable and the amount or amounts per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;

 
(iv)
The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

 
(v)
The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the Corporation;

 
(vi)
Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law, and, in case additional voting powers are accorded, to fix the extent thereof; and,

 
(vii) 
Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the articles of incorporation of the Corporation or with the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of which there are shares then outstanding.

 
(c)
All shares of Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Preferred Stock of all series shall be of equal rank and shall be identical in all respects, except that to the extent not otherwise limited in this Article 5 any series may differ from any other series with respect to any one or more of the designations, relative rights, preferences and limitations described or referred to in subparagraphs (b)(i) to (vii) inclusive of this Article 5.

 
(d)
Dividends on the outstanding Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law. After dividends on all shares of Preferred Stock (including cumulative dividends if and to the extent any such shares shall be entitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, then and not otherwise as long as any shares of Preferred Stock shall remain outstanding, dividends may be declared and paid or set apart for payment with respect to the same quarterly dividend period on the Common Stock out of the assets or funds of the Corporation legally available therefor.

 
(e)
All shares of Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whether or not the rates of dividends to which the particular series of Preferred Stock shall be entitled are the same and when the stated dividends are not paid in full, the shares of all series of Preferred Stock shall share ratably in the payment thereof in accordance with the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or more series of Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.

 
(f)
Except as otherwise specifically provided in the certificate filed pursuant to law with respect to any series of Preferred Stock or as otherwise provided by law, the Preferred Stock shall not have any right to vote for the election of directors or for any other purpose, and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each holder of Common Stock shall be entitled to one vote for each share thereof held. In all instances in which voting rights are granted to the Preferred Stock or any series thereof, such Preferred Stock or series shall vote with the Common Stock as a single class, except with respect to any vote for the approval of any merger, consolidation, liquidation or dissolution of the Corporation and except as otherwise provided in the certificate filed pursuant to law with respect to any series of the Preferred Stock or as otherwise provided by law.

  (g)
In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each series of Preferred Stock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of Preferred Stock shall be entitled in accordance with the provisions thereof and each holder of Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holders of Common Stock. If, upon liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or the proceeds thereof, distributable among the holders of the shares of all series of Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable if all amounts payable thereon were paid in full. After the holders of the Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the payment in full set aside, the remaining net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Preferred Stock. A consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Article 5.

 
(h) 
In the event that Preferred Stock of any series shall be made redeemable as provided in subparagraph (b)(iii) of this Article 5, the Corporation, at the option of the Board of Directors, may redeem at any time or times, from time to time, all or any part of any one or more series of Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon such notice and terms as may be specifically provided in the certificate filed pursuant to law with respect to such series of Preferred Stock.

 
(i) 
No holder of Preferred Stock of the Corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration or by way of dividend.

     
6.    [Reserved]
 

7.
No merger, consolidation, liquidation or dissolution of the Corporation, nor any action that would result in the sale or other disposition of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of:

 
(a) 
the holders of at least seventy-five percent (75%) of the outstanding shares of Common Stock of the Corporation; or

 
(b)
the holders of at least fifty-one percent (51%) of the outstanding shares of Common Stock of the Corporation, provided that such transaction has received the prior approval of at least a majority of the Board of Directors.

8.           Cumulative voting rights shall not exist with respect to the election of Directors.

 9.
(a) 
The Board of Directors may, if it deems advisable, oppose a tender or other offer for the Corporation’s securities, whether the offer is in cash or in the securities of a corporation or otherwise.  When considering whether to oppose an offer, the Board of Directors may, but is not legally obligated to, consider any relevant, germane or pertinent issue; by way of illustration, but not to be considered any limitation on the power of the Board of Directors to oppose a tender or other offer for this Corporation’s securities, the Board of Directors may, but shall not be legally obligated to, consider any or all of the following:
 
 
(i)  
Whether the offer price is acceptable based on the historical and present operating results or financial condition of the Corporation;

 
(ii)
Whether a more favorable price could be obtained for this Corporation’s securities in the future;

 
(iii)
The social and economic effects of the offer or transaction on this Corporation and any of its subsidiaries, employees, depositors, loan and other customers, creditors, shareholders and other elements of the communities in which this Corporation and any of its subsidiaries operate or are located;

 
(iv)
The reputation and business practice of the offeror and its management and affiliates as they would affect the shareholders, employees, depositors and customers of the Corporation and its subsidiaries and the future value of the Corporation’s stock;

 
(v)
The value of the securities (if any) which the offeror is offering in exchange for the Corporation’s securities, based on an analysis of the worth of the corporation or other entity whose securities are being offered;

 
(vi)
The business and financial conditions and earning prospects of the offeror, including but not limited to, debt service and other existing or likely financial obligations of the offeror, and the possible affect of such conditions upon this Corporation and any of its subsidiaries and the other elements of the communities in which this Corporation and any of its subsidiaries operate or are located; and

 
(vii)
Any antitrust or other legal and regulatory issues that are raised by the offer.

 
(b) 
If the Board of Directors determines that an offer should be rejected, it may take any lawful action to accomplish its purpose including, but not limited to, any or all of the following:  advising shareholders not to accept the offer; litigation against the offeror; filing complaints with all governmental and regulatory authorities; acquiring the offeror corporation’s securities; selling or otherwise issuing authorized but unissued securities or treasury stock or granting options with respect thereto; acquiring a company to create an antitrust or other regulatory problem for the offeror; and obtaining a more favorable offer from another individual or entity.

10.
A majority of the Board of Directors of this Corporation, or the Chairman of the Board, or the President of the Corporation, or the Executive Committee may call a special meeting of shareholders at any time.

11.
Articles 7, 8, 9, 10 and 11 shall not be amended unless first approved by the affirmative vote of the holders of at least seventy-five percent (75%) of the outstanding shares of Common Stock of the Corporation.

 
 
 

Exhibit 99.1

Gerard A. Champi – Prepared Remarks
ANNUAL SHAREHOLDERS MEETING
May 19, 2010


Good morning and thank you for joining us today.  I have had the privilege of serving as your Interim President & CEO since March 1 st of this year and appreciate the opportunity to lead the Bank.

We would like to spend the next few minutes to review the following items:
·  
2009 Results
·  
Asset Quality
·  
Investment Portfolio
·  
Capital Structure
·  
Board Initiatives
·  
1 st Quarter 2010 Results
·  
Regulatory Climate

2009 RESULTS
2009 was obviously a disappointing year for our Bank.  We witnessed first hand the effects of the severe deterioration of the global economy.  The company reported a net loss of $11.3 million in 2009 vs. net income of $15.1 million in 2008.  The primary cause for this result was the need to allocate almost $32 million of earnings to replenish the reserve for credit losses and to strengthen our ability to absorb future losses.  We also incurred $6.2 million in losses on investment securities; a $2.1 million increase in FDIC premiums and a $1.2 million increase in expenses associated with Other Real Estate Owned (“OREO”).

ASSET QUALITY
The decline in asset quality was primarily in our commercial loan portfolio – specifically loans concentrated in land development and residential lot subdivisions.  In the past, our Bank was very active and very successful in these types of projects and our lending activity in this area helped fuel our growth and income.  2009 was very different; credit markets tightened and/or were shut down.  The residential mortgage lending availability became virtually non-existent.  As a result, demand for new homes contracted abruptly while supply was still in the process of being developed for sale.  When the loans were originated, these projects did not represent any increased risk, from our point of view, from the projects that we had successfully financed in the past.

The only area that represented a more aggressive approach to our lending philosophy was our participation in out of area projects with another lending institution.  Our history in this relationship was approximately 6 years old.  In our prior experience with this institution, we had been successfully paid out on 2 projects.  However, in 2009, four (4) land development projects in Florida created charge offs in excess of $11.3 million.  These credits have been written down to their current fair market value, less anticipated costs to sell.  Our loan policy has also been modified by our Board of Directors to avoid future lending to this degree in out of area commercial real estate projects.

We have and currently service some additional out of area commercial real estate projects.  The difference is that FNCB originated and structured the financing versus our being a participant.

Please do not be misled; some of our local FNCB-originated real estate projects also became victim to the economic recession.

In several of these projects, we have taken the approach of a major equity participant, and have and will continue to evaluate and pursue actions intended to maximize our return in each of the projects.  As a result, you may continue to see an increase in Other Real Estate Owned (“OREO”) in the short term.  In some situations, it’s best if we own the asset and control the disposition of it.  Each and every project has its own characteristics, so we will continue to analyze the best approach on a case-by-case basis to maximize our return.  We are only interested in the return of our investment as quickly as possible.

I would like to give you a sense of the quality in the overall loan portfolio.  As of March 31, 2010, total loans – commercial and retail - stood at $945 million.  Non-accrual loans totaled $37 million.  However, for the remainder of the portfolio, our past due percentage at March 31, 2010, was 0.86%.  Notwithstanding this fact, we continue to work diligently and aggressively to reduce our non-earning assets.

INVESTMENT PORTFOLIO
As discussed earlier, we incurred $6.2 million in losses on investment securities in 2009.  These losses, approximately $4.7 million, were primarily the result of impairment in our pooled trust preferred collateralized debt obligations.  These securities are comprised of portions of trust preferred debt offerings issued by 412 banks and other financial institutions.  In addition, various private label mortgage backed securities (CMO’s) resulted in impairment charges totaling $1.5 million in 2009.  We continue to monitor these assets closely and make appropriate accounting adjustments during the reporting periods.

CAPITAL STRUCTURE
In a proactive move, we fully subscribed a $25 Million Subordinated Debenture in an effort to strengthen the capital structure of our company.  Additionally, we have suspended our quarterly dividend – once again to improve our capital levels and maintain our status as a “well capitalized” institution.  These actions, although not pleasant to initiate, reflect the company’s stance to protect our shareholders’ investment and provide a necessary capital cushion for your company.  We chose the Subordinated Debenture as a cost effective and time effective approach having the least adverse impact to our Common Shareholders.

As of December 31, 2009, the Company’s Total Risk-Based Capital Ratio was 12.18%, Tier I Risk-Based Capital Ratio was 9.02% and Tier I Leverage Ratio was 7.77%.  The Bank’s Total Risk-Based Capital Ratio was 11.82%, Tier I Risk-Based Capital Ratio was 10.56% and Tier I Leverage Ratio was 9.09%.

As you are aware, we have sought approval for the authorization to issue up to 20 million shares of Preferred Stock.  We have no immediate plans to issue any shares under this program.  As explained in the Proxy material, your approval will provide us with the enhanced ability and flexibility to respond to favorable capital market conditions.  The potential future issuance of Preferred Stock will only be considered in the best interests of the company and its shareholders.

BOARD INITIATIVES

During the 4 th quarter of 2009, your board set forth several initiatives and reached out to top notch advisors in the Financial Services Industry to assist with Organizational Structure, Compensation & Benefits, and Strategic Planning.  The organizational structure study has been completed and was adopted by the Board earlier in the 2 nd quarter.  The compensation administration project has also been completed and will be implemented throughout the remainder of this year.  The strategic plan is in the process of being completed prior to the end of the 2 nd quarter.

The revised organizational structure has been implemented and we are pleased to introduce the various areas of reporting responsibility.  Please stand as I introduce each of you:
·  
Thomas P. Tulaney has been named our Chief Lending Officer and will be responsible for the Commercial Lending activities.
·  
James M. Bone, Jr., CPA has been named our Chief Information Officer and will be responsible for Information Systems, MIS, Deposit and Loan Operations.
·  
Robert J. Mancuso has been named our Chief Administrative Officer with primary responsibility for our Human Resources and Facilities areas.
·  
We have successfully recruited a Compliance Officer – Attorney Brian L. Ware joined our Bank on March 5, 2010.  Brian has extensive experience in the Bank Secrecy Act (BSA)/Anti-Money Laundering (AML) areas with some larger institutions and we welcome Brian’s experience and knowledge.
·  
With the announcement of Joseph Stupak’s retirement, we were also fortunate to have Charles Willis join our Bank on March 1, 2010 as our Internal Auditor.  Charles has over 20 years of auditing experience in the financial services industry.  We welcome Charlie to our team.
·  
Joseph J. Earyes, CPA will head up our Retail Banking unit and will be responsible for Branch Administration & Operations, Customer Care Center, FNCB Wealth Management, Workplace Banking and Bankcard Services.
·  
Lisa L. Kinney has been called upon to lead our Retail Lending unit, which includes Consumer, Mortgage and Indirect Auto Lending areas.

We will continue to enhance our management of various risk areas and as a result of our revised organizational structure; we have also initiated a search for a Chief Credit Officer.  The Chief Credit Officer will be responsible for Credit Administration, Loan Administration, Loan Review and Asset Recovery.

We continue our efforts to recruit a Chief Financial Officer.  While these efforts are in process, the Bank has engaged a veteran financial executive as Interim CFO to assist the Bank in managing its financial affairs.  Until retirement, Gene Sobol was CFO at Keystone Nazareth Bank.  He has proven to be a great resource for us.

Please allow me to take this opportunity to have the other Officers and Employees who are present to stand and introduce themselves and their area of responsibility.

1 ST QUARTER 2010 RESULTS
We were pleased to report Net Income of $1.959 million, or 0.12 per share, for the 1 st quarter ended March 31, 2010.  Total assets for this period were $1.4 billion; net loans totaled $920 million while deposits stood at $1.1 billion.  Our Net Interest Margin was 3.58%, a slight improvement vs. December 31, 2009.  Do we have more work to do?  Absolutely; but clearly, we continue to make progress and see encouraging signs.  We recognize and acknowledge the effort it will take and we are preparing to meet the challenges facing us, our industry and the local economy.

REGULATORY CLIMATE
Through the events of this past year, we have had many conversations with our banking regulator – the Office of the Comptroller of the Currency (“OCC”).  The Board and management team has been aggressive in addressing matters raised by them.  However, we are fully prepared to receive a Regulatory Enforcement Action.  We do not know what exactly will be required of the Bank in addressing any potential order.  We can assure you that your Board and management takes this matter very seriously, and will cooperate with the OCC in taking actions to comply with their requirements.  We continue to have ongoing interaction with the OCC and feel confident that, whatever challenges are presented, are a reflection of the past, and we will emerge through this process as an improved banking organization poised for the future.

CONCLUSION
We would be remiss if we did not recognize our most valuable asset – our employees!  To everyone in attendance today and ALL our dedicated employees – Thank You!  Prior publicity has created uneasiness in our workplace at times; however, our employees handled this professionally, courteously and with great service to our customers.
To our Shareholders – Thank You for your perseverance, loyal support and continued confidence.  We work every day to return your Bank to the levels of performance you have come to expect and deserve.
To our Customers and the Communities we serve – Once again, Thank You for your trust, your allegiance, and for giving us the opportunity to provide for your banking needs.

We have a great leadership Team that begins with our Board and Senior Management and is backed by the most dedicated, service orientated group of employees that has made your bank the largest Community Bank in NEPA!

We want you to know that we are working diligently on the challenges that we are facing and ones that we will face!

The core of this Franchise is strong, stable, and committed to servicing our tremendously loyal customer base and investing in the future.

Thank You for attending today’s meeting.