UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————————
FORM 10-K
 
x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2006
OR
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( d ) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________.
 
Commission File Number 000-30707
 
First Northern Community Bancorp
(Exact name of Registrant as specified in its charter)

California
68-0450397
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)

195 N. First St., Dixon, CA
95620
(Address of principal executive offices)
(Zip Code)

707-678-3041
(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  
Yes o               No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o               No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes x               No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Yes o              No x

The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 30, 2006 (based upon the last reported sales price of such stock on the OTC Bulletin Board on June 30, 2006) was $209,686,313.
 
The number of shares of Common Stock outstanding as of March 13, 2007 was 7,958,805.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Items 10, 11, 12 (as to security ownership of certain beneficial owners and management), 13 and 14 of Part III incorporate by reference information from the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s 2007 Annual Meeting of Shareholders.
 




T A BLE OF CONTENTS

PART I
Page
   
3
   
14
   
19
   
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19
   
PART II
 
   
19
   
21
   
22
   
41
   
43
   
79
   
79
   
80
   
PART III
 
   
80
   
80
   
81
   
81
   
81
   
PART IV
 
   
82
   
84


This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements can be identified by the fact that they do no relate strictly to historical or current facts. Often they include words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” estimate,” “consider,” or words of similar meaning, or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, or “may. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risks discussed in Item 1A under the caption “Risk Factors” and other risk factors discussed elsewhere in this Report. All of these forward-looking statements are based on assumptions about an uncertain future and are based on information available to us at the date of these statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.


PART I

IT E M 1 - BUSINESS
 
Unless otherwise indicated, all information herein has been adjusted to give effect to our two-for-one stock split in 2005 and stock dividends.

First Northern Bank of Dixon (“First Northern” or the “Bank”) was established in 1910 under a California state charter as Northern Solano Bank, and opened for business on February 1st of that year. On January 2, 1912, the First National Bank of Dixon was established under a federal charter, and until 1955, the two entities operated side by side under the same roof and with the same management. In an effort to increase efficiency of operation, reduce operating expense, and improve lending capacity, the two banks were consolidated on April 8, 1955, with the First National Bank of Dixon as the surviving entity.

On January 1, 1980, the Bank’s federal charter was relinquished in favor of a California state charter, and the Bank’s name was changed to First Northern Bank of Dixon.

In April of 2000, the shareholders of First Northern approved a corporate reorganization, which provided for the creation of a bank holding company, First Northern Community Bancorp (the “Company”). The objective of this reorganization, which was effected May 19, 2000, was to enable the Bank to better compete and grow in its competitive and rapidly changing marketplace. As a result of the reorganization, the Bank is a wholly owned and principal operating subsidiary of the Company.

First Northern engages in the general commercial banking business in the Solano, Yolo, Placer and Sacramento Counties of California.

The Company’s and the Bank’s Administrative Offices are located in Dixon, California. Also located in Dixon are the back office functions of the Information Services/Central Operations Department and the Central Loan Department.

The Bank has eleven full service branches. Four are located in the Solano County cities of Dixon, Fairfield, and Vacaville (2). Four branches are located in the Yolo County cities of Winters, Davis, West Sacramento and Woodland. Two branches are located in Sacramento County, one in Downtown Sacramento and the other in the city of Folsom, and one branch is located in the city of Roseville in Placer County. The Bank also has two satellite-banking offices inside retirement communities in the city of Davis. In addition, the Bank has real estate loan offices in Davis, Woodland, Vacaville, Folsom and Roseville that originate residential mortgages and construction loans. The Bank also has a Small Business Administration (the “SBA”) Loan Department and an Asset Management & Trust Department in Downtown Sacramento that serve the Bank’s entire market area.

First Northern is in the commercial banking business, which includes accepting demand, interest bearing transaction, savings, and time deposits, and making commercial, consumer, and real estate related loans. It also offers installment note collection, issues cashier’s checks and money orders, sells travelers’ checks, rents safe deposit boxes, and provides other customary banking services. The Bank is a member of the Federal Deposit Insurance Corporation (“FDIC”) and each depositor’s account is insured up to $100,000.


First Northern also offers a broad range of alternative investment products and services. The Bank offers these services through an arrangement with Raymond James Financial Services, Inc., an independent broker/dealer and a member of NASD and SIPC. All investments and/or financial services offered by representatives of Raymond James Financial Services, Inc. are not insured by the FDIC.

The Bank offers equipment leasing and limited international banking services through third parties.

The operating policy of the Bank since its inception has emphasized serving the banking needs of individuals and small-to medium-sized businesses. In Dixon, this has included businesses involved in crop and livestock production. Historically, the economy of the Dixon area has been primarily dependent upon agricultural related sources of income and most employment opportunities have also been related to agriculture. Since 2000, Dixon has been growing and becoming more diverse with noticeable expansion in the areas of industrial, commercial, retail and residential housing projects.

Agriculture continued to be a significant factor in the Bank’s business after the opening of the first branch office in Winters in 1970. A significant step was taken in 1976 to reduce the Company’s dependence on agriculture with the opening of the Davis Branch.

The Davis economy is supported significantly by the University of California, Davis. In 1981, a branch was opened in South Davis, and was consolidated into the main Davis Branch in 1986.

In 1983, the West Sacramento Branch was opened. The West Sacramento economy is built primarily around transportation and distribution related business. This addition to the Bank’s market area further reduced the Company’s dependence on agriculture.

In order to accommodate the demand of the Bank’s customers for long-term residential real estate loans, a Real Estate Loan Office was opened in 1983. This office is centrally located in Davis, and has enabled the Bank to access the secondary real estate market.

The Vacaville Branch was opened in 1985. Vacaville is a rapidly growing community with a diverse economic base including a California state prison, food processing, distribution, shopping centers (Factory Outlet Stores), medical, biotech and other varied industries.

In 1994, the Fairfield Branch was opened. Fairfield has also been a rapidly growing community bounded by Vacaville on the east. Its diverse economic base includes military (Travis AFB), food processing (an Anheuser-Busch plant), retail (Solano Mall), manufacturing, medical, agriculture, and other varied industries. Fairfield is the county seat of Solano County.

A real estate loan production office was opened in El Dorado Hills, in April 1996, to serve the growing mortgage loan demand in the foothills area east of Sacramento. This office was moved to Folsom in 2006, a more central location for serving Folsom, Rancho Cordova, and the eastern slope of El Dorado County.

The SBA Loan Department was opened in April 1997 in Sacramento to serve the small business and industrial loan demand throughout the Bank’s entire market area.

In June of 1997, the Bank’s seventh branch was opened in Woodland, the county seat of Yolo County. Woodland is an expanding and diversified city with an economy dominated by agribusiness, retail services, and a healthy industrial sector.

The Bank’s eighth branch, the Downtown Financial Center, opened in July of 2000 in Vacaville to serve the business and individual financial needs on the west side of Interstate-80. Also in July of 2000, in an adjacent office, the Bank opened its third real estate loan production office.

Two satellite banking offices of the Bank’s Davis Branch were opened in 2001 in the Davis senior living communities of Covell Gardens and the University Retirement Community.

In December of 2001, Roseville became the site of the Bank’s fourth real estate loan production office. This office serves the residential mortgage loan needs throughout Placer County.


In March of 2002 the Bank opened its ninth branch in a new class-A commercial building located on the harbor in Suisun City. Suisun’s Downtown waterfront area is part of an ongoing community revitalization project put into place with the goal of attracting new small businesses and merchants. After five years in operation and slower than anticipated city growth, the Bank decided to close its Suisun City Branch and serve the Branch’s customers out of its Fairfield Branch. The Fairfield Branch is undergoing an expansion and remodel to accommodate the additional customers.

In October of 2002, the Bank opened its tenth branch on a prominent corner in Downtown Sacramento to serve Sacramento Metro’s business center and its employees. The Bank’s Asset Management & Trust Department, located on the mezzanine of the Downtown Sacramento Branch, was opened in 2002 to serve the trust and fiduciary needs of the Bank’s entire market area. Fiduciary services are offered to individuals, businesses, governments and charitable organizations in the Solano, Yolo, Sacramento, Placer and El Dorado County regions.

In August of 2003, a fifth full service real estate loan production office was opened in Woodland. This loan office is located within the same commercial office complex as the Bank’s Woodland Branch. The Bank’s history of servicing the Woodland community, coupled with the continued growth of the Woodland housing market, prompted this decision to expand the Bank’s real estate loan services for the community.

The Bank expanded its presence in Placer County in January 2005 by opening a full service branch on a prominent corner in the rapidly growing business district of Roseville.

In the fourth quarter of 2006, the Bank opened its Folsom Financial Center which houses a full service branch, a real estate loan production office, and an investment & brokerage services office. Folsom is one of the fastest growing cities in Sacramento County and its central proximity to Rancho Cordova and El Dorado Hills makes it ideal for building market share in the eastern part of the County.

Through this period of change and diversification, the Bank’s strategic focus, which emphasizes serving the banking needs of individuals and small to medium-sized businesses, has not changed. The Bank takes real estate, crop proceeds, securities, savings and time deposits, automobiles, and equipment as collateral for loans.

Most of the Bank’s deposits are attracted from the market of northern and central Solano County and southern and central Yolo County. The Company believes that the Bank’s deposit base does not involve any undue concentration levels from one or a few major depositors.

As of December 31, 2006, the Company and the Bank employed 242 full-time equivalent staff. The Company and the Bank consider their relationship with their employees to be good and have not experienced any interruptions of operations due to labor disagreements.

First Northern has historically experienced seasonal swings in both deposit and loan volumes due primarily to general economic factors and specific economic factors affecting our customers. Deposits have typically hit lows in February or March and have peaked in November or December. Loans typically peak in the late spring and hit lows in the fall as crops are harvested and sold. Since the real estate and agricultural economies generally follow the same seasonal cycle, they experience the same deposit and loan fluctuations.

Available Information

The Company’s internet address is www.thatsmybank.com , and the Company makes available free of charge on this website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. These filings are also accessible on the SEC's website at www.sec.gov . The information found on the Company’s website shall not be deemed incorporated by reference by any general statement incorporating by reference this report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates the information found on the Company’s website by reference, and shall not otherwise be deemed filed under such Acts.


The Effect of Government Policy on Banking

The earnings and growth of the Bank are affected not only by local market area factors and general economic conditions, but also by government monetary and fiscal policies. For example, the Board of Governors of the Federal Reserve System (the “FRB”) influences the supply of money through its open market operations in U.S. Government securities, adjustments to the discount rates applicable to borrowings by depository institutions and others and establishment of reserve requirements against both members and non-members financial institutions’ deposits. Such actions significantly affect the overall growth and distribution of loans, investments and deposits and also affect interest rates charged on loans and paid on deposits. The nature and impact of future changes in such policies on the business and earnings of the Company cannot be predicted. Additionally, state and federal tax policies can impact banking organizations.

As a consequence of the extensive regulation of commercial banking activities in the United States, the business of the Company is particularly susceptible to being affected by the enactment of federal and state legislation which may have the effect of increasing or decreasing the cost of doing business, modifying permissible activities or enhancing the competitive position of other financial institutions. Any change in applicable laws or regulations may have a material adverse effect on the business and prospects of the Company.

Regulation and Supervision of Bank Holding Companies

The Company is a bank holding company subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”). The Company reports to, registers with, and may be examined by, the FRB. The FRB also has the authority to examine the Company’s subsidiaries. The costs of any examination by the FRB are payable by the Company.

The Company is a bank holding company within the meaning of Section 3700 of the California Financial Code. As such, the Company and the Bank are subject to examination by, and may be required to file reports with, the California Commissioner of Financial Institutions (the “Commissioner”).

The FRB has significant supervisory and regulatory authority over the Company and its affiliates. The FRB requires the Company to maintain certain levels of capital. See “Capital Standards” below for more information. The FRB also has the authority to take enforcement action against any bank holding company that commits any unsafe or unsound practice, or violates certain laws, regulations or conditions imposed in writing by the FRB. See “Prompt Corrective Action and Other Enforcement Mechanisms” below for more information. According to FRB policy, bank holding companies are expected to act as a source of financial strength to subsidiary banks, and to commit resources to support subsidiary banks. This support may be required at times when a bank holding company may not be able to provide such support.

Under the BHCA, a company generally must obtain the prior approval of the FRB before it exercises a controlling influence over a bank, or acquires directly or indirectly, more than 5% of the voting shares or substantially all of the assets of any bank or bank holding company. Thus, the Company is required to obtain the prior approval of the FRB before it acquires, merges or consolidates with any bank or bank holding company. Any company seeking to acquire, merge or consolidate with the Company also would be required to obtain the prior approval of the FRB.

The Company is generally prohibited under the BHCA from acquiring ownership or control of more than 5% of the voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in activities other than banking, managing banks, or providing services to affiliates of the holding company. However, a bank holding company, with the approval of the FRB, may engage, or acquire the voting shares of companies engaged, in activities that the FRB has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. A bank holding company must demonstrate that the benefits to the public of the proposed activity will outweigh the possible adverse effects associated with such activity.


The Gramm-Leach-Bliley Act of 1999 (“GLBA”) eliminated many of the restrictions placed on the activities of bank holding companies that become financial holding companies. Among other things, GLBA repealed certain Glass-Steagall Act restrictions on affiliations between banks and securities firms, and amended the BHCA to permit bank holding companies that are financial holding companies to engage in activities, and acquire companies engaged in activities, that are: financial in nature (including insurance underwriting, insurance company portfolio investment, financial advisor, securities underwriting, dealing and market-making, and merchant banking activities); incidental to financial activities; or complementary to financial activities if the FRB determines that they pose no substantial risk to the safety or soundness of depository institutions or the financial system in general. The Company has not become a financial holding company. GLBA also permits national banks to engage in activities considered financial in nature through a financial subsidiary, subject to certain conditions and limitations and with the approval of the Comptroller of the Currency.

A bank holding company may acquire banks in states other than its home state without regard to the permissibility of such acquisitions under state law, but subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, prior to or following the proposed acquisition, controls no more than 10% of the total amount of deposits of insured depository institutions in the United States and no more than 30% of such deposits in that state (or such lesser or greater amount set by state law). Banks may also merge across state lines, thereby creating interstate branches. Furthermore, a bank is able to open new branches in a state in which it does not already have banking operations, if the laws of such state permit such de novo branching.

Under California law, (a) out-of-state banks that wish to establish a California branch office to conduct core banking business must first acquire an existing California bank or industrial bank, which has existed for at least five years, by merger or purchase, (b) California state-chartered banks are empowered to conduct various authorized branch-like activities on an agency basis through affiliated and unaffiliated insured depository institutions in California and other states, and (c) the Commissioner of Financial Institutions is authorized to approve an interstate acquisition or merger which would result in a deposit concentration in California exceeding 30% if the Commissioner finds that the transaction is consistent with public convenience and advantage. However, a state bank chartered in a state other than California may not enter California by purchasing a California branch office of a California bank or industrial bank without purchasing the entire entity or by establishing a de novo California bank.

The FRB generally prohibits a bank holding company from declaring or paying a cash dividend which would impose undue pressure on the capital of subsidiary banks or would be funded only through borrowing or other arrangements that might adversely affect a bank holding company's financial position. The FRB's policy is that a bank holding company should not continue its existing rate of cash dividends on its common stock unless its net income is sufficient to fully fund each dividend and its prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition. The Company is also subject to restrictions relating to the payment of dividends under California corporate law. See “Restrictions on Dividends and Other Distributions” below for additional restrictions on the ability of the Company and the Bank to pay dividends.

Transactions between the Company and the Bank are subject to a number of other restrictions. FRB policies forbid the payment by bank subsidiaries of management fees, which are unreasonable in amount or exceed the fair market value of the services rendered (or, if no market exists, actual costs plus a reasonable profit). Subject to certain limitations, depository institution subsidiaries of bank holding companies may extend credit to, invest in the securities of, purchase assets from, or issue a guarantee, acceptance, or letter of credit on behalf of, an affiliate, provided that the aggregate of such transactions with affiliates may not exceed 10% of the capital stock and surplus of the institution, and the aggregate of such transactions with all affiliates may not exceed 20% of the capital stock and surplus of such institution. The Company may only borrow from depository institution subsidiaries of the Company if the loan is secured by marketable obligations with a value of a designated amount in excess of the loan. Further, the Company may not sell a low-quality asset to the Bank.


Bank Regulation and Supervision

The Bank is subject to regulation, supervision and regular examination by the California Department of Financial Institutions (“DFI”) and the FDIC and the Company by the FRB. The regulations of these agencies affect most aspects of the Company’s business and prescribe permissible types of loans and investments, the amount of required reserves, requirements for branch offices, the permissible scope of the Company’s activities and various other requirements. While the Bank is not a member of the FRB, it is also directly subject to certain regulations of the FRB dealing primarily with check clearing activities, establishment of banking reserves, Truth-in-Lending (Regulation Z), Truth-in-Savings (Regulation DD), and Equal Credit Opportunity (Regulation B). In addition, the banking industry is subject to significantly increased regulatory scrutiny and enforcement regarding Bank Secrecy Act and anti-money laundering matters. In recent years, a number of banks and bank holding companies announced the imposition of regulatory sanctions, including regulatory agreements and cease and desist orders and, in some cases, fines and penalties by the bank regulators due to failures to comply with the Bank Secrecy Act and other anti-money laundering legislation. In a number of these cases, the fines and penalties have been significant.

Under California law, the Bank is subject to various restrictions on, and requirements regarding, its operations and administration including the maintenance of branch offices and automated teller machines, capital and reserve requirements, deposits and borrowings, stockholder rights and duties, and investment and lending activities.

California law permits a state chartered bank to invest in the stock and securities of other corporations, subject to a state chartered bank receiving either general authorization or, depending on the amount of the proposed investment, specific authorization from the Commissioner. Federal banking laws, however, impose limitations on the activities and equity investments of state chartered, federally insured banks. The FDIC rules on investments prohibit a state bank from acquiring an equity investment of a type, or in an amount, not permissible for a national bank. Non-permissible investments must have been divested by state banks no later than December 19, 1996. FDIC rules also prohibit a state bank from engaging as a principal in any activity that is not permissible for a national bank, unless the bank is adequately capitalized and the FDIC approves the activity after determining that such activity does not pose a significant risk to the deposit insurance fund. The FDIC rules on activities generally permit subsidiaries of banks, without prior specific FDIC authorization, to engage in those activities that have been approved by the FRB for bank holding companies because such activities are so closely related to banking to be a proper incident thereto. Other activities generally require specific FDIC prior approval and the FDIC may impose additional restrictions on such activities on a case-by-case basis in approving applications to engage in otherwise impermissible activities.

The USA Patriot Act

Title III of the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) includes numerous provisions for fighting international money laundering and blocking terrorism access to the U.S. financial system. The USA Patriot Act requires certain additional due diligence and record keeping practices, including, but not limited to, new customers, correspondent and private banking accounts. In March 2006, President Bush signed into law a renewal of the USA Patriot Act.

Part of the USA Patriot Act is the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (“IMLAFATA”). Among its provisions, IMLAFATA requires each financial institution to: (i) establish an anti-money laundering program; (ii) establish appropriate anti-money laundering policies, procedures and controls; (iii) appoint a Bank Secrecy Act officer responsible for day-to-day compliance; and (iv) conduct independent audits. In addition, IMLAFATA contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities. IMLAFATA expands the circumstances under which funds in a bank account may be forfeited and requires covered financial institutions to respond under certain circumstances to requests for information from federal banking agencies within 120 hours. IMLAFATA also amends the BHCA and the Bank Merger Act to require the federal banking agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing an application under these Acts.

Pursuant to IMLAFATA, the Secretary of the Treasury, in consultation with the heads of other government agencies, has adopted and proposed special measures applicable to banks, bank holding companies, and/or other financial institutions. These measures include enhanced record keeping and reporting requirements for certain financial transactions that are of primary money laundering concern, due diligence requirements concerning the beneficial ownership of certain types of accounts, and restrictions or prohibitions on certain types of accounts with foreign financial institutions.


Privacy Restrictions

GLBA, in addition to the previous described changes in permissible non-banking activities permitted to banks, bank holding companies and financial holding companies, also requires financial institutions in the U.S. to provide certain privacy disclosures to customers and consumers, to comply with certain restrictions on the sharing and usage of personally identifiable information, and to implement and maintain commercially reasonable customer information safeguarding standards.

The Company believes that it complies with all provisions of GLBA and all implementing regulations, and the Bank has developed appropriate policies and procedures to meet its responsibilities in connection with the privacy provisions of GLBA.

California and other state legislatures have adopted privacy laws, including laws prohibiting sharing of customer information without the customer’s prior permission. These laws may make it more difficult for the Company to share information with its marketing partners, reduce the effectiveness of marketing programs, and increase the cost of marketing programs.

Capital Standards

The federal banking agencies have risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization's operations for both transactions reported on the balance sheet as assets and transactions, such as letters of credit and recourse arrangements, which are recorded as off-balance-sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off-balance-sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. government securities, to 100% for assets with relatively higher credit risk, such as certain loans.

In determining the capital level the Bank is required to maintain, the federal banking agencies do not, in all respects, follow generally accepted accounting principles (“GAAP”) and have special rules which have the effect of reducing the amount of capital that will be recognized for purposes of determining the capital adequacy of the Bank.

A banking organization's risk-based capital ratios are obtained by dividing its qualifying capital by its total risk-adjusted assets and off-balance-sheet items. The regulators measure risk-adjusted assets and off balance sheet items against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital. Tier 1 capital consists of common stock, retained earnings, non-cumulative perpetual preferred stock, trust preferred securities (for up to 25% of total tier 1 capital), other types of qualifying preferred stock and minority interests in certain subsidiaries, less most other intangible assets and other adjustments. Net unrealized losses on available-for-sale equity securities with readily determinable fair value must be deducted in determining Tier 1 capital. For Tier 1 capital purposes, deferred tax assets that can only be realized if an institution earns sufficient taxable income in the future are limited to the amount that the institution is expected to realize within one year, or 10% of Tier 1 capital, whichever is less. Tier 2 capital may consist of a limited amount of the allowance for possible loan and lease losses, term preferred stock and other types of preferred stock and trust preferred securities not qualifying as Tier 1 capital, term subordinated debt and certain other instruments with some characteristics of equity. The inclusion of elements of Tier 2 capital are subject to certain other requirements and limitations of the federal banking agencies. The federal banking agencies require a minimum ratio of qualifying total capital to risk-adjusted assets and off-balance-sheet items of 8%, and a minimum ratio of Tier 1 capital to adjusted average risk-adjusted assets and off-balance-sheet items of 4%.

Under FDIC regulations, there are also two rules governing minimum capital levels that FDIC-supervised banks must maintain against the risks to which they are exposed. The first rule makes risk-based capital standards consistent for two types of credit enhancements (i.e., recourse arrangements and direct credit substitutes) and requires different amounts of capital for different risk positions in asset securitization transactions. The second rule permits limited amounts of unrealized gains on debt and equity securities to be recognized for risk-based capital purposes as of September 1, 1998. The FDIC rules also provide that a qualifying institution that sells small business loans and leases with recourse must hold capital only against the amount of recourse retained. In general, a qualifying institution is one that is well capitalized under the FDIC's prompt corrective action rules. The amount of recourse that can receive the preferential capital treatment cannot exceed 15% of the institution's total risk-based capital.


Effective January 1, 2002, the federal banking agencies, including the FDIC, adopted new regulations to change their regulatory capital standards to address the treatment of recourse obligations, residual interests and direct credit substitutes in asset securitizations that expose banks primarily to credit risk. Capital requirements for positions in securitization transactions are varied according to their relative risk exposures, while limited use is permitted of credit ratings from rating agencies, a banking organization’s qualifying internal risk rating system or qualifying software. The regulation requires a bank to deduct from Tier 1 capital, and from assets, all credit-enhancing interest only-strips, whether retained or purchased that exceed 25% of Tier 1 capital. Additionally, a bank must maintain dollar-for-dollar risk-based capital for any remaining credit-enhancing interest-only strips and any residual interests that do not qualify for a ratings-based approach. The regulation specifically reserves the right to modify any risk-weight, credit conversion factor or credit equivalent amount, on a case-by-case basis, to take into account any novel transactions that do not fit well into the currently defined categories.

In addition to the risk-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier 1 capital to adjusted average total assets, referred to as the leverage capital ratio. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum lever-age ratio of Tier 1 capital to total assets must be 3%. It is improbable; however, that an institution with a 3% leverage ratio would receive the highest rating by the regulators since a strong capital position is a significant part of the regulators' rating. For all banking organizations not rated in the highest category, the minimum leverage ratio must be at least 100 to 200 basis points above the 3% minimum. Thus, the effective minimum leverage ratio, for all practical purposes, must be at least 4% or 5%. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.

As of December 31, 2006, the Company’s and the Bank’s capital ratios exceeded applicable regulatory requirements.

The following tables present the capital ratios for the Company and the Bank, compared to the standards for well-capitalized bank holding companies and depository institutions, as of December 31, 2006 (amounts in thousands except percentage amounts).

   
The Company
 
       
Well
 
Minimum
 
   
Actual
 
Capitalized
 
Capital
 
   
Capital
 
Ratio
 
Ratio
 
Requirement
 
                   
Leverage
 
$
62,400
   
9.1
%
 
5.0
%
 
4.0
%
Tier 1 Risk-Based
   
62,400
   
11.1
%
 
6.0
%
 
4.0
%
Total Risk-Based
   
69,078
   
12.3
%
 
10.0
%
 
8.0
%

   
The Bank
 
       
Well
 
Minimum
 
   
Actual
 
Capitalized
 
Capital
 
   
Capital
 
Ratio
 
Ratio
 
Requirement
 
                   
Leverage
 
$
61,719
   
9.0
%
 
5.0
%
 
4.0
%
Tier 1 Risk-Based
   
61,719
   
11.0
%
 
6.0
%
 
4.0
%
Total Risk-Based
   
68,397
   
12.2
%
 
10.0
%
 
8.0
%

The federal banking agencies must take into consideration concentrations of credit risk and risks from non-traditional activities, as well as an institution's ability to manage those risks, when determining the adequacy of an institution's capital. This evaluation will be made as a part of the institution's regular safety and soundness examination. The federal banking agencies must also consider interest rate risk (when the interest rate sensitivity of an institution's assets does not match the sensitivity of its liabilities or its off-balance-sheet position) in evaluating a Bank’s capital adequacy.


Prompt Corrective Action and Other Enforcement Mechanisms

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires each federal banking agency to take prompt corrective action to resolve the problems of insured depository institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. The law required each federal banking agency to promulgate regulations defining the following five categories in which an insured depository institution will be placed, based on the level of its capital ratios: well capitalized, adequately capitalized, under-capitalized, significantly undercapitalized and critically undercapitalized.

Under the prompt corrective action provisions of FDICIA, an insured depository institution generally will be classified in the following categories based on the capital measures indicated below:

“Well capitalized”
Total risk-based capital of 10%;
Tier 1 risk-based capital of 6%; and
Leverage ratio of 5%.
“Adequately capitalized”
Total risk-based capital of 8%;
Tier 1 risk-based capital of 4%; and
Leverage ratio of 4%.

“Undercapitalized”
Total risk-based capital less than 8%;
Tier 1 risk-based capital less than 4%; or
Leverage ratio less than 4%.
“Significantly undercapitalized”
Total risk-based capital less than 6%;
Tier 1 risk-based capital less than 3%; or
Leverage ratio less than 3%.

“Critically undercapitalized”
Tangible equity to total assets less than 2%.
 

An institution that, based upon its capital levels, is classified as “well capitalized,” “adequately capitalized” or “under-capitalized” may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions. Management believes that at December 31, 2006, the Company and the Bank met the requirements for “well capitalized institutions.”

In addition to measures taken under the prompt corrective action provisions, commercial banking organizations may be subject to potential enforcement actions by the federal regulators for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency. Enforcement actions may include the imposition of a conservator or receiver, the issuance of a cease-and-desist order that can be judicially enforced, the termination of insurance of deposits (in the case of a depository institution), the imposition of civil money penalties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the issuance of removal and prohibition orders against institution-affiliated parties and the enforcement of such actions through injunctions or restraining orders based upon a judicial determination that the agency would be harmed if such equitable relief was not granted. Additionally, a holding company’s inability to serve as a source of strength to its subsidiary banking organizations could serve as an additional basis for a regulatory action against the holding company.

Safety and Soundness Standards

FDICIA also implemented certain specific restrictions on transactions and required federal banking regulators to adopt overall safety and soundness standards for depository institutions related to internal control, loan underwriting and documentation and asset growth. Among other things, FDICIA limits the interest rates paid on deposits by undercapitalized institutions, restricts the use of brokered deposits, limits the aggregate extensions of credit by a depository institution to an executive officer, director, principal shareholder or related interest, and reduces deposit insurance coverage for deposits offered by undercapitalized institutions for deposits by certain employee benefits accounts.

The federal banking agencies may require an institution to submit to an acceptable compliance plan as well as have the flexibility to pursue other more appropriate or effective courses of action given the specific circumstances and severity of an institution's non-compliance with one or more standards.


Restrictions on Dividends and Other Distributions

The power of the board of directors of an insured depository institution to declare a cash dividend or other distribution with respect to capital is subject to statutory and regulatory restrictions which limit the amount available for such distribution depending upon the earnings, financial condition and cash needs of the institution, as well as general business conditions. FDICIA prohibits insured depository institutions from paying management fees to any controlling persons or, with certain limited exceptions, making capital distributions, including dividends, if, after such transaction, the institution would be undercapitalized.

The federal banking agencies also have authority to prohibit a depository institution from engaging in business practices, which are considered to be unsafe or unsound, possibly including payment of dividends or other payments under certain circumstances even if such payments are not expressly prohibited by statute.

In addition to the restrictions imposed under federal law, banks chartered under California law generally may only pay cash dividends to the extent such payments do not exceed the lesser of retained earnings of the Bank’s net income for its last three fiscal years (less any distributions to shareholders during such period). In the event a bank desires to pay cash dividends in excess of such amount, the bank may pay a cash dividend with the prior approval of the Commissioner in an amount not exceeding the greatest of the Bank’s retained earnings, the Bank’s net income for its last fiscal year, or the Bank’s net income for its current fiscal year.

Premiums for Deposit Insurance

The Bank is a member of the Deposit Insurance Fund (DIF) maintained by the FDIC. Through the DIF, the FDIC insures the deposits of the Bank up to prescribed limits for each depositor. The DIF was formed March 31, 2006, upon the merger of the Bank Insurance Fund and the Savings Insurance Fund in accordance with the Federal Deposit Insurance Reform Act of 2005. To maintain the DIF, member institutions are assessed an insurance premium based on their deposits and their institutional risk category. The FDIC determines an institution’s risk category by combining its supervisory ratings with its financial ratios and other risk measures.
 
To offset assessments, a member institution may apply certain one time credits, based on the institution’s (or its successor’s) assessment base as of the end of 1996. An institution may apply available credits up to 100% of assessments in 2007, and up to 90% of assessments in each of 2008, 2009 and 2010. Based on available credits, we expect the increase in total deposit insurance expense in 2007 under the new assessment schedule to be fully offset.
 
The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency. The termination of deposit insurance for the Bank would have a material adverse effect on our business and prospects.
 
The Deposit Insurance Funds Act of 1996 (the “Deposit Funds Act”) separated the Financing Corporation (“FICO”) assessment to service the interest on FICO bond obligations from the BIF and Savings Association Insurance Fund (“SAIF”) assessments. The FICO annual assessment on individual depository institutions is in addition to the amount, if any, paid for deposit insurance according to the FDIC’s risk-based assessment rate schedules. FICO assessment rates may be adjusted quarterly by the FDIC. The current FICO assessment rate is 1.32 cents per $100 of deposits. In addition, the FDIC has authority to impose special assessments from time to time, subject to certain limitations specified in the Deposit Funds Act.

Community Reinvestment Act and Fair Lending

The Bank is subject to certain fair lending requirements and reporting obligations involving home mortgage lending operations and Community Reinvestment Act (“CRA”) activities. The CRA generally requires the federal banking agencies to evaluate the record of a financial institution in meeting the credit needs of the bank’s local communities, including low and moderate-income neighborhoods. In addition to substantive penalties and corrective measures that may be required for a violation of certain fair lending laws, the federal banking agencies may take compliance with such laws and CRA into account when regulating and supervising other activities, particularly applications involving business expansion.


Sarbanes - Oxley Act

On July 30, 2002, President Bush signed into law The Sarbanes-Oxley Act of 2002. This legislation addressed accounting oversight and corporate governance matters among public companies, including:

 
·
the creation of a five-member oversight board that sets standards for accountants and has investigative and disciplinary powers;
 
·
the prohibition of accounting firms from providing various types of consulting services to public clients and requires accounting firms to rotate partners among public client assignments every five years;
 
·
increased penalties for financial crimes;
 
·
expanded disclosure of corporate operations and internal controls and certification of financial statements;
 
·
enhanced controls on, and reporting of, insider trading; and
 
·
prohibition on lending to officers and directors of public companies, although the Bank may continue to make these loans within the constraints of existing banking regulations.

Among other provisions, Section 302(a) of the Sarbanes-Oxley Act requires that our Chief Executive Officer and Chief Financial Officer certify that our quarterly and annual reports do not contain any untrue statement or omission of a material fact. Specific requirements of the certifications include having these officers confirm that they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our disclosure controls and procedures; they have made certain disclosures to our auditors and Audit Committee about our internal controls; and they have included information in our quarterly and annual reports about their evaluation and whether there have been significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to their evaluation.

In addition, Section 404 of the Sarbanes-Oxley Act and the SEC’s rules and regulations thereunder require our management to evaluate, with the participation of our principal executive and principal financial officers, the effectiveness, as of the end of each fiscal year, of our internal control over financial reporting. Our management must then provide a report of management on our internal control over financial reporting that contains, among other things, a statement of their responsibility for establishing and maintaining adequate internal control over financial reporting, and a statement identifying the framework they used to evaluate the effectiveness of our internal control over financial reporting.

Pending Legislation and Regulations

Proposals to change the laws and regulations governing the banking and financial services industry are frequently introduced in Congress, in the state legislatures and before the various bank regulatory agencies. The likelihood and timing of any such changes and the impact such changes might have on the Company cannot be determined at this time.

Competition

In the past, an independent bank’s principal competitors for deposits and loans have been other banks (particularly major banks), savings and loan associations and credit unions. For agricultural loans, the Bank also competes with constituent entities with the Federal Farm Credit System. To a lesser extent, competition was also provided by thrift and loans, mortgage brokerage companies and insurance companies. Other institutions, such as brokerage houses, mutual fund companies, credit card companies, and even retail establishments have offered new investment vehicles, which also compete with banks for deposit business. The direction of federal legislation in recent years seems to favor competition among different types of financial institutions and to foster new entrants into the financial services market.


The enactment of GLBA is the latest evidence of this trend, and it is anticipated that this trend will continue as financial services institutions combine to take advantage of the elimination of the barriers against such affiliations. The enactment of the federal Interstate Banking and Branching Act in 1994 and the California Interstate Banking and Branching Act of 1995 have increased competition within California. Recent legislation has also made it easier for out-of-state credit unions to conduct business in California and allows industrial banks to offer consumers more lending products. Moreover, regulatory reform, as well as other changes in federal and California law will also affect competition. The availability of banking services over the Internet or “e-banking” has continued to expand. While the impact of these changes, and of other proposed changes, cannot be predicted with certainty, it is clear that the business of banking in California will remain highly competitive.

In order to compete with major financial institutions and other competitors in its primary service areas, the Bank relies upon the experience of its executive and senior officers in serving business clients, and upon its specialized services, local promotional activities and the personal contacts made by its officers, directors and employees.

For customers whose loan demand exceeds the Bank’s legal lending limit, the Bank may arrange for such loans on a participation basis with correspondent banks. The seasonal swings discussed earlier have, in the past, had some impact on the Bank’s liquidity. The management of investment maturities, sale of loan participations, federal fund borrowings, qualification for funds under the Federal Reserve Bank’s seasonal credit program, and the ability to sell mortgages in the secondary market has allowed the Bank to satisfactorily manage its liquidity.

IT E M 1A - RISK FACTORS

In addition to factors mentioned elsewhere in this Report, the factors contained below, among others, could cause our financial condition and results of operations to be materially and adversely affected. If this were to happen, the value of our common stock could decline, perhaps significantly, and you could lose all or part of your investment.

The Bank is Subject to Lending Risks of Loss and Repayment Associated with Commercial Banking Activities

The Bank’s business strategy is to focus on commercial business loans (which includes agricultural loans), construction loans and commercial and multi-family real estate loans. The principal factors affecting the Bank’s risk of loss in connection with commercial business loans include the borrower's ability to manage its business affairs and cash flows, general economic conditions and, with respect to agricultural loans, weather and climate conditions. Loans secured by commercial real estate are generally larger and involve a greater degree of credit and transaction risk than residential mortgage (one to four family) loans. Because payments on loans secured by commercial and multi-family real estate properties are often dependent on successful operation or management of the underlying properties, repayment of such loans may be dependent on factors other than the prevailing conditions in the real estate market or the economy. Real estate construction financing is generally considered to involve a higher degree of credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property's value at completion of construction or development compared to the estimated cost (including interest) of construction. If the estimate of value proves to be inaccurate, the Bank may be confronted with a project which, when completed, has a value which is insufficient to assure full repayment of the construction loan.

Although the Bank manages lending risks through its underwriting and credit administration policies, no assurance can be given that such risks will not materialize, in which event, the Company’s financial condition, results of operations, cash flows and business prospects could be materially adversely affected.

The Bank’s Dependence on Real Estate Lending Increases Our Risk of Losses

At December 31, 2006, approximately 70% of the Bank’s loans (excluding loans held-for-sale) were secured by real estate. The value of the Bank’s real estate collateral has been, and could in the future continue to be, adversely affected by any economic recession and any resulting adverse impact on the real estate market in Northern California such as that experienced during the early 1990’s. See “Adverse California Economic Conditions Could Adversely Affect the Bank’s Business” below.


The Bank’s primary lending focus has historically been commercial (including agricultural), construction and real estate mortgage. At December 31, 2006, real estate mortgage (excluding loans held-for-sale) and construction loans comprised approximately 48% and 22%, respectively, of the total loans in the Bank’s portfolio. At December 31, 2006, all of the Bank’s real estate mortgage and construction loans and approximately 49% of its commercial loans were secured fully or in part by deeds of trust on underlying real estate. The Company’s dependence on real estate increases the risk of loss in both the Bank’s loan portfolio and its holdings of other real estate owned if economic conditions in Northern California deteriorate in the future. Deterioration of the real estate market in Northern California would have a material adverse effect on the Company’s business, financial condition and results of operations. See “Adverse California Economic Conditions Could Adversely Affect the Bank’s Business” below.

Adverse California Economic Conditions Could Adversely Affect the Bank’s Business

The Bank’s operations and a substantial majority of the Bank’s assets and deposits are generated and concentrated primarily in Northern California, particularly the counties of Placer, Sacramento, Solano and Yolo, and are likely to remain so for the foreseeable future. At December 31, 2006, approximately 70% of the Bank’s loan portfolio (excluding loans held-for-sale) consisted of real estate-related loans, all of which were secured by collateral located in Northern California. As a result, poor economic conditions in Northern California may cause the Bank to incur losses associated with high default rates and decreased collateral values in its loan portfolio. In the early 1990’s, the California economy experienced an economic recession that resulted in increases in the level of delinquencies and losses for many of the state’s financial institutions. Economic conditions in California are subject to various uncertainties at this time, including the softening in the California real estate market and housing industry. California’s state government has undergone serious fiscal and budget difficulties in the recent past. If economic conditions in California decline or if California were to experience another recession, it is expected that the Bank’s level of problem assets would increase accordingly. California real estate is also subject to certain natural disasters, such as earthquakes, floods and mudslides, which are typically not covered by the standard hazard insurance policies maintained by borrowers. Uninsured disasters may make it difficult or impossible for borrowers to repay loans made by the Bank. The occurrence of natural disasters in California could have a material adverse effect on the Company’s financial condition, results of operations, cash flows and business prospects.

The Bank is Subject to Interest Rate Risk

The income of the Bank depends to a great extent on “interest rate differentials” and the resulting net interest margins (i.e., the difference between the interest rates earned on the Bank’s interest-earning assets such as loans and investment securities, and the interest rates paid on the Bank’s interest-bearing liabilities such as deposits and borrowings). These rates are highly sensitive to many factors, which are beyond the Bank’s control, including, but not limited to, general economic conditions and the policies of various governmental and regulatory agencies, in particular, the FRB. The Bank is generally adversely affected by declining interest rates. Changes in the relationship between short-term and long-term market interest rates or between different interest rate indices, can also impact our interest rate differential, possibly resulting in a decrease in our interest income relative to interest expense. In addition, changes in monetary policy, including changes in interest rates, influence the origination of loans, the purchase of investments and the generation of deposits and affect the rates received on loans and investment securities and paid on deposits, which could have a material adverse effect on the Company’s business, financial condition and results of operations. See “Quantitative and Qualitative Disclosures About Market Risk” below.
 
Potential Volatility of Deposits May Increase Our Cost of Funds

At December 31, 2006, 11% of the dollar value of the Company’s total deposits was represented by time certificates of deposit in excess of $100,000. These deposits are considered volatile and could be subject to withdrawal. Withdrawal of a material amount of such deposits would adversely impact the Company’s liquidity, profitability, business prospects, results of operations and cash flows.

Our Ability to Pay Dividends is Subject to Legal Restrictions

As a bank holding company, our cash flow typically comes from dividends of the Bank. Various statutory and regulatory provisions restrict the amount of dividends the Bank can pay. The ability of the Company to pay cash dividends in the future also depends on the Company’s profitability, growth and capital needs. In addition, California law restricts the ability of the Company to pay dividends. No assurance can be given that the Company will pay any dividends in the future or, if paid, such dividends will not be discontinued. See “Business - Restrictions on Dividends and Other Distributions” above.


Competition Adversely Affects our Profitability

In California generally, and in the Bank’s primary market area specifically, major banks dominate the commercial banking industry. By virtue of their larger capital bases, such institutions have substantially greater lending limits than those of the Bank. In obtaining deposits and making loans, the Bank competes with these larger commercial banks and other financial institutions, such as savings and loan associations, credit unions and member institutions of the Farm Credit System, which offer many services that traditionally were offered only by banks. Using the financial holding company structure, insurance companies and securities firms may compete more directly with banks and bank holding companies. In addition, the Bank competes with other institutions such as mutual fund companies, brokerage firms, and even retail stores seeking to penetrate the financial services market. Also, technology and other changes increasingly allow parties to complete financial transactions electronically, and in many cases, without banks. For example, consumers can pay bills and transfer funds over the internet and by telephone without banks. Non-bank financial service providers may have lower overhead costs and are subject to fewer regulatory constraints. If consumers do not use banks to complete their financial transactions, we could potentially lose fee income, deposits and income generated from those deposits. During periods of declining interest rates, competitors with lower costs of capital may solicit the Bank’s customers to refinance their loans. Furthermore, during periods of economic slowdown or recession, the Bank’s borrowers may face financial difficulties and be more receptive to offers from the Bank’s competitors to refinance their loans. No assurance can be given that the Bank will be able to compete with these lenders. See “Business - Competition” above.

Government Regulation and Legislation

The Company and the Bank are subject to extensive state and federal regulation, supervision and legislation, which govern almost all aspects of the operations of the Company and the Bank. The business of the Bank is particularly susceptible to being affected by the enactment of federal and state legislation, which may have the effect of increasing the cost of doing business, modifying permissible activities or enhancing the competitive position of other financial institutions. Such laws are subject to change from time to time and are primarily intended for the protection of consumers, depositors and the deposit insurance funds and not for the protection of shareholders of the Company. The Company cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on the business and prospects of the Company, but it could be material and adverse. See “Bank Regulation and Supervision” above.
 
Our Controls and Procedures May Fail or be Circumvented  
 
The Company maintains controls and procedures to mitigate against risks such as processing system failures and errors, and customer or employee fraud, and maintains insurance coverage for certain of these risks. Any system of controls and procedures, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Events could occur which are not prevented or detected by the Company’s internal controls or are not insured against or are in excess of the Company’s insurance limits. Any failure or circumvention of the Company’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company’s business, results of operations and financial condition.

Recent Changes in Deposit Insurance Premiums Could Adversely Affect Our Business
 
In 2006, the FDIC created a new assessment system designed to more closely tie what banks pay for deposit insurance to the risks they pose and adopted a new base schedule of rates that the FDIC can adjust up or down, depending on the revenue needs of the insurance fund. This new assessment system is expected to result in increased annual assessments on deposits of the Bank. Although an FDIC credit for prior contributions is expected to fully offset the assessment for 2007, increases in the insurance assessments will increase our costs once the credit is exceeded.
 

Negative Public Opinion could Damage Our Reputation and Adversely Affect Our Earnings

Reputational risk, or the risk to our earnings and capital from negative public opinion, is inherent in our business. Negative public opinion can result from the actual or perceived manner in which we conduct our business activities, management of actual or potential conflicts of interest and ethical issues and our protection of confidential client information. Negative public opinion can adversely affect our ability to keep and attract customers and can expose us to litigation and regulatory action. We take steps to minimize reputation risk in the way we conduct our business activities and deal with our clients and communities.

Reliance on Key Employees and Others

The Company’s future success depends to a significant extent on the efforts and abilities of its executive officers. The loss of the services of certain of these individuals, or the failure of the Company to attract and retain other qualified personnel, could have a material adverse effect on the Company’s business, financial condition and results of operations.

War on Terrorism; Foreign Hostilities

Acts or threats of terrorism and actions taken by the U.S. or other governments as a result of such acts or threats and other international hostilities may result in a downturn in U.S. economic conditions and could adversely affect business and economic conditions in the U.S. generally and in our principal markets. The war in Iraq has also generated various political and economic uncertainties affecting the global and U.S. economies.

Critical Accounting Policies

The Company’s financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The financial information contained within our financial statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. Along with other factors, we use historical loss factors to determine the inherent loss that may be present in our loan portfolio. Actual losses could differ significantly from the historical loss factors that we use. Other estimates that we use are fair value of our securities and expected useful lives of our depreciable assets. We have not entered into derivative contracts for our customers or for ourselves, which relate to interest rate, credit, equity, commodity, energy, or weather-related indices. US GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change. Accounting standards and interpretations currently affecting the Company and its subsidiaries may change at any time, and the Company’s financial condition and results of operations may be adversely affected.

Adequacy of Allowance for Loan and Other Real Estate Losses

The Bank’s allowance for estimated losses on loans was approximately $8.4 million, or 1.73% of total loans at December 31, 2006 compared to $7.9 million or 1.70% of total loans at December 31, 2005 and 243% of total non-performing loans at December 31, 2006 compared to 352% at December 31, 2005. Material future additions to the allowance for estimated losses on loans may be necessary if material adverse changes in economic conditions occur and the performance of the Bank’s loan portfolio deteriorates. In addition an allowance for losses on other real estate owned may also be required in order to reflect changes in the markets for real estate in which the Bank’s other real estate owned is located and other factors which may result in adjustments which are necessary to ensure that the Bank’s foreclosed assets are carried at the lower of cost or fair value, less estimated costs to dispose of the properties. Moreover, the FDIC and the DFI, as an integral part of their examination process, periodically review the Bank’s allowance for estimated losses on loans and the carrying value of its assets. Increases in the provisions for estimated losses on loans and foreclosed assets would adversely affect the Bank’s financial condition and results of operations. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary of Loan Loss Experience” below.


Shares Eligible for Future Sale

As of December 31, 2006, the Company had 7,980,952 shares of Common Stock outstanding, all of which are eligible for sale in the public market without restriction. Future sales of substantial amounts of the Company’s Common Stock, or the perception that such sales could occur, could have a material adverse effect on the market price of the Common Stock. In addition, options to acquire up to 6% of the unissued authorized shares of Common Stock at exercise prices ranging from $4.27 to $27.75 have been issued to directors and employees of the Company, over the past seven (7) years, under the Company’s 2000 Stock Option Plan and Outside Directors 2000 Non-statutory Stock Option Plan, and options to acquire up to an additional 10% of the unissued authorized shares of Common Stock are reserved for issuance under such plans. No prediction can be made as to the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price of the Company’s Common Stock. See “Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” below.

Limited Public Market; Volatility in Stock Price

The Company’s common stock is not listed on any exchange, nor is it included on NASDAQ. However, trades may be reported on the OTC Bulletin Board under the symbol “FNRN”. The Company is aware that Howe Barnes Hoefer & Arnett, Stone & Youngberg, Wedbush Morgan Securities and Monroe Securities, Inc., all currently make a market in the Company’s common stock. Management is aware that there are also private transactions in the Company’s common stock. However, the limited trading market for the Company’s common stock may make it difficult for shareholders to dispose of their shares. Also, the price of the Company’s common stock may be affected by general market price movements as well as developments specifically related to the financial services sector, including interest rate movements, quarterly variations, or changes in financial estimates by securities analysts and a significant reduction in the price of the stock of another participant in the financial services industry, as well as the level of repurchases of Company stock by the Company pursuant to its stock repurchase program.

Technology and Computer Systems

Advances and changes in technology can significantly impact the business and operations of the Company. The Company faces many challenges including the increased demand for providing computer access to Company accounts and the systems to perform banking transactions electronically. The Company’s merchant processing services require the use of advanced computer hardware and software technology and rapidly changing customer and regulatory requirements. The Company’s ability to compete depends on its ability to continue to adapt its technology on a timely and cost-effective basis to meet these requirements. In addition, the Company’s business and operations are susceptible to negative impacts from computer system failures, communication and energy disruption and unethical individuals with the technological ability to cause disruptions or failures of the Company’s data processing systems.

Environmental Risks

The Company, in its ordinary course of business, acquires real property securing loans that are in default, and there is a risk that hazardous substances or waste, contaminants or pollutants could exist on such properties. The Company may be required to remove or remediate such substances from the affected properties at its expense, and the cost of such removal or remediation may substantially exceed the value of the affected properties or the loans secured by such properties. Furthermore, the Company may not have adequate remedies against the prior owners or other responsible parties to recover its costs. Finally, the Company may find it difficult or impossible to sell the affected properties either prior to or following any such removal. In addition, the Company may be considered liable for environmental liabilities in connection with its borrowers' properties, if, among other things, it participates in the management of its borrowers' operations. The occurrence of such an event could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Dilution

As of December 31, 2006, the Company had outstanding options to purchase an aggregate of 517,953 shares of Common Stock at exercise prices ranging from $4.27 to $27.75 per share, or a weighted average exercise price per share of $10.94. To the extent such options are exercised, shareholders of the Company will experience dilution. See “Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” below.


IT E M 1B - UNRESOLVED STAFF COMMENTS

None.

IT E M 2 - PROPERTIES

The Company and the Bank are engaged in the banking business through 19 offices in five counties in Northern California including six offices in Solano County, eight in Yolo County, three in Sacramento County and two in Placer County. In addition, the Company owns two vacant lots, one in northern Solano County and the other in eastern Sacramento County for possible future bank sites. The Company and the Bank believe all of their offices are constructed and equipped to meet prescribed security requirements.

The Bank owns three branch office locations and two administrative facilities and leases 13 facilities. Most of the leases contain multiple renewal options and provisions for rental increases, principally for changes in the cost of living index, property taxes and maintenance.

IT E M 3 - LEGAL PROCEEDINGS

Neither the Company nor the Bank is a party to any material pending legal proceeding, nor is any of their property the subject of any material pending legal proceeding, except ordinary routine litigation arising in the ordinary course of the Bank's business and incidental to its business, none of which is expected to have a material adverse impact upon the Company's or the Bank's business, financial position or results of operations.

I TE M 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company’s shareholders during the fourth quarter of the fiscal year covered by this report.


PART II

I T EM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is not listed on any exchange, nor is it included on NASDAQ. However, trades may be reported on the OTC Bulletin Board under the symbol “FNRN”. The Company is aware that Howe Barnes Hoefer & Arnett, Stone & Youngberg, Wedbush Morgan Securities and Monroe Securities, Inc., all currently make a market in the Company’s common stock. Management is aware that there are also private transactions in the Company’s common stock and the data set forth below may not reflect all such transactions.

The following table summarizes the range of reported high and low bid quotations of the Company’s Common Stock for each quarter during the last two fiscal years and is based on information provided by Stone & Youngberg. The quotations reflect the price that would be received by the seller without retail mark-up, mark-down or commissions and may not have represented actual transactions:

QUARTER/YEAR
 
HIGH*
 
LOW*
         
4th Quarter 2006
 
$25.53
 
$21.46
3rd Quarter 2006
 
$25.46
 
$23.58
2nd Quarter 2006
 
$27.36
 
$24.62
1st Quarter 2006
 
$27.12
 
$22.47
         
4th Quarter 2005
 
$22.34
 
$20.47
3rd Quarter 2005
 
$22.25
 
$20.25
2nd Quarter 2005
 
$23.04
 
$14.24
1st Quarter 2005
 
$14.68
 
$11.75

*
Price adjusted for dividends and splits.


As of December 31, 2006, there were approximately 1,148 holders of record of the Company’s common stock, no par value, which is the only class of equity securities authorized or issued.

In the last two fiscal years the Company has declared the following stock dividends:

Shareholder  
Record Date
 
Dividend  
Percentage
 
Date  
Payable
         
February 28, 2007
 
6%
 
March 30, 2007
February 28, 2006
 
6%
 
March 31, 2006
February 28, 2005
 
6%
 
March 31, 2005

In addition to the above, on April 21, 2005, the Board of Directors of the Company declared a two-for-one stock split. The stock split doubled the outstanding common stock recorded on the books of the Company as of the record date, May 10, 2005.

The Company does not expect to pay a cash dividend in the foreseeable future.

Purchases of Equity Securities by the Issuer or Affiliated Purchasers

On April 20, 2006, the Company approved a stock repurchase program effective April 30, 2006 to replace the Company’s previous stock purchase plan that expired on April 30, 2006. The new stock repurchase program, which will remain in effect until April 30, 2008, allows repurchases by the Company in an aggregate of up to 2.5% of the Company’s outstanding shares of common stock over each rolling twelve-month period. The Company repurchased 30,078 shares of the Company’s outstanding common stock during the fourth quarter of 2006. The following table details stock repurchase activity during this period:
 
 
(a)
(b)
(c)
(d)
Period
Total number of shares purchased
Average price paid per share
Total Number of shares purchased as part of publicly announced plans or programs
Maximum number of shares that may yet be purchased under the plans or programs
October 1 - October 31, 2006
16,599
$25.24
16,599
138,380
November 1 - November 30, 2006
11,360
$24.86
11,360
127,020
December 1 - December 31, 2006
2,119
$23.16
2,119
124,901
Total
30,078
$24.95
30,078
124,901


IT E M 6 - SELECTED FINANCIAL DATA

The selected consolidated financial data below have been derived from the Company’s audited consolidated financial statements. The selected consolidated financial data set forth below as of December 31, 2003, and 2002 have been derived from the Company’s historical financial statements not included in this Report. The financial information for 2006, 2005 and 2004 should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations,” which is in Part II (Item 7) of this Report and with the Company’s audited consolidated financial statements and the notes thereto, which are included in Part II (Item 8) of this Report.

Consolidated Financial Data as of and for the years ended December 31,
(in thousands, except share and per share amounts)

   
2006
 
2005
 
2004
 
2003
 
2002
 
                       
Interest Income and Loan Fees
 
$
48,070
 
$
40,902
 
$
31,619
 
$
30,326
 
$
28,941
 
Interest Expense
   
(9,426
)
 
(5,729
)
 
(3,426
)
 
(3,109
)
 
(4,237
)
Net Interest Income
   
38,644
   
35,173
   
28,193
   
27,217
   
24,704
 
Provision for Loan Losses
   
(735
)
 
(600
)
 
(207
)
 
(2,153
)
 
(676
)
Net Interest Income after Provision for Loan Losses
   
37,909
   
34,573
   
27,986
   
25,064
   
24,028
 
Other Operating Income
   
5,289
   
5,720
   
5,214
   
7,160
   
4,972
 
Other Operating Expense
   
(29,219
)
 
(26,813
)
 
(22,943
)
 
(22,868
)
 
(20,411
)
Income before Taxes
   
13,979
   
13,480
   
10,257
   
9,356
   
8,589
 
Provision for Taxes
   
(5,169
)
 
(4,792
)
 
(3,550
)
 
(3,245
)
 
(2,871
)
Net Income
 
$
8,810
 
$
8,688
 
$
6,707
 
$
6,111
 
$
5,718
 
                                 
Basic Income Per Share
 
$
1.04
 
$
1.02
 
$
.78
 
$
.71
 
$
.65
 
                                 
Diluted Income Per Share
 
$
0.99
 
$
0.98
 
$
.76
 
$
.69
 
$
.64
 
                                 
Total Assets
 
$
685,225
 
$
660,647
 
$
629,503
 
$
559,441
 
$
495,876
 
                                 
Total Investments
 
$
76,273
 
$
48,788
 
$
55,154
 
$
50,235
 
$
69,958
 
                                 
Total Loans, including loans held-for-sale, net
 
$
480,009
 
$
460,501
 
$
433,421
 
$
380,491
 
$
356,018
 
                                 
Total Deposits
 
$
603,682
 
$
581,781
 
$
557,186
 
$
498,849
 
$
442,241
 
                                 
Total Equity
 
$
61,990
 
$
56,802
 
$
51,901
 
$
46,972
 
$
43,442
 
                                 
Weighted Average Shares of Common Stock outstanding used for Basic Income Per Share Computation 1
   
8,468,643
   
8,531,880
   
8,585,409
   
8,608,209
   
8,749,315
 
                                 
Weighted Average Shares of Common Stock outstanding used for Diluted Income Per Share Computation 1
   
8,882,925
   
8,881,596
   
8,809,916
   
8,799,158
   
8,999,552
 
                                 
Return on Average Total Assets
   
1.32
%
 
1.35
%
 
1.14
%
 
1.18
%
 
1.25
%
                                 
Net Income/Average Equity
   
14.90
%
 
16.17
%
 
13.73
%
 
13.56
%
 
13.71
%
                                 
Net Income/Average Deposits
   
1.49
%
 
1.52
%
 
1.28
%
 
1.32
%
 
1.40
%
                                 
Average Loans/Average Deposits
   
81.20
%
 
79.44
%
 
75.81
%
 
79.25
%
 
73.99
%
                                 
Average Equity to Average Total Assets
   
8.87
%
 
8.37
%
 
8.32
%
 
8.69
%
 
9.11
%

1. All years have been restated to give retroactive effect for stock dividends issued and stock splits.


I T EM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This report includes forward-looking statements, which include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly from our forecasts and expectations. Please refer to Part I, Item 1A “Risk Factors” for a discussion of some factors that may cause results to differ.

Introduction

This overview of Management’s Discussion and Analysis highlights selected information in this annual report and may not contain all of the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting estimates, you should carefully read this entire annual report.

Our subsidiary, First Northern Bank of Dixon, is a California state-chartered bank that derives most of its revenues from lending and deposit taking in the Sacramento Valley region of Northern California. Interest rates, business conditions and customer confidence all affect our ability to generate revenues. In addition, the regulatory environment and competition can challenge our ability to generate those revenues.

The Company experienced strong earnings performance in 2006 due to a combination of (1) growth in earning assets, (2) improvement in the mix of earning assets as reflected by an increase in loans as a percentage of average earning assets, and (3) the increase in low cost deposits which helped to support the increase in loans. Financial highlights for 2006 include:

 
·
Net income for 2006 totaled $8.8 million, a 1.2% increase compared to $8.7 million for 2005. Net income per common share for 2006 of $1.04 increased 2.0% compared to $1.02 for 2005, and net income per common share on a fully diluted basis was $0.99 for 2006, an increase of 1.0% compared to $0.98 for 2005.

 
·
Loans (including loans held-for-sale) increased to $480.0 million at December 31, 2006, a 4.2% increase from $460.5 million at December 31, 2005. Commercial loans totaled $97.3 million at December 31, 2006, up 11.7% from $87.1 million a year earlier; agriculture loans were $38.6 million, up 17.7% from $32.8 million at December 31, 2005; real estate construction loans were $106.8 million, up 3.3% from $103.4 million at December 31, 2005; and real estate mortgage loans were $232.0 million, down 0.4% from $233.0 million a year earlier.

 
·
Average deposits grew to $589.8 million during 2006, a $20.0 million or 3.5% increase from 2005.

 
·
The Company reported average total assets of $666.4 million at December 31, 2006, up 3.7% from $642.5 million a year earlier.

 
·
The provision for loan losses in 2006 totaled $735,000, an increase of 22.5% from $600,000 in 2005. Net charge-offs were $291,000 in 2006 compared to $128,000 in net charge-offs in 2005. The increase in the provision for loan losses and increase in net charge-offs can be primarily attributed to increased loan volume combined with charge-offs.

 
·
Net interest income totaled $38.6 million for 2006, an increase of 9.7% from $35.2 million in 2005, primarily due to strong loan volumes and increased rates.

 
·
Other operating income totaled $5.3 million for the year ended December 31, 2006, a decrease of 7.0% from $5.7 million for the year ended December 31, 2005. The decrease was due primarily to decreases in gains on sales of loans and gains on other real estate owned.

 
·
Other operating expenses totaled $29.2 million for 2006, up 9.0% from $26.8 million in 2005. Contributing to the increase were increased salaries and employee benefits, increased rents and other expenses associated with opening new branches and offices, and advertising expenses.



In 2007, the Company intends to continue its long-term strategy of maintaining deposit growth to fund growth in loans and other earning assets and intends to identify opportunities for growing other operating income in areas such as Asset Management and Trust and Investment and Brokerage Services, and deposit fee income while remaining conscious of the need to maintain appropriate expense levels. We expect gradual growth in commercial and real estate loan volumes and deposit growth, assuming that inflation remains in check throughout the year. If the current flat or inverted interest rate environment continues, the Company’s net interest income and net interest margin may decrease due to an increase in the cost of deposits, unless accompanied by a disproportionate increase in loan volume.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to the allowance for loan losses, other real estate owned, investments and income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company’s most significant estimates are approved by its senior management team. At the end of each financial reporting period, a review of these estimates is presented to the Company’s Board of Directors.

The Company believes the following critical accounting policy affects its more significant judgments and estimates used in the preparation of its consolidated financial statements. The Company believes the allowance for loan losses accounting policy is critical because the loan portfolio represents the largest asset type on the consolidated balance sheet. The Company maintains an allowance for loan losses resulting from the inability of borrowers to make required loan payments. Loan losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for loan losses is charged to operations based on the Company’s periodic evaluation of the factors mentioned below, as well as other pertinent factors. The allowance for loan losses consists of an allocated component and an unallocated component. The components of the allowance for loan losses represent an estimation done pursuant to either Statement of Financial Accounting Standards No. (“SFAS”) 5, Accounting for Contingencies, or SFAS 114, Accounting by Creditors for Impairment of a Loan. The allocated component of the allowance for loan losses reflects expected losses resulting from analyses developed through specific credit allocations for individual loans and historical loss experience for each loan category. The specific credit allocations are based on regular analyses of all loans where the internal credit rating is at or below a predetermined classification. These analyses involve a high degree of judgment in estimating the amount of loss associated with specific loans, including estimating the amount and timing of future cash flows and collateral values. The historical loan loss element is determined using analysis that examines loss experience.

The allocated component of the allowance for loan losses also includes consideration of concentrations and changes in portfolio mix and volume. The unallocated portion of the allowance reflects the Company’s estimate of probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors. Uncertainty surrounding the strength and timing of economic cycles also affects estimates of loss. There are many factors affecting the allowance for loan losses; some are quantitative while others require qualitative judgment. Although the Company believes its process for determining the allowance adequately considers all of the potential factors that could potentially result in credit losses, the process includes subjective elements and may be susceptible to significant change. To the extent actual outcomes differ from Company estimates, additional provision for credit losses could be required that could adversely affect earnings or financial position in future periods.


Prospective Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments,” which amends the guidance in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 provides entities with relief from having to separately determine the fair value of an embedded derivative that would otherwise be required to be bifurcated from its host contract in accordance with SFAS No. 133. SFAS No. 155 allows an entity to make an irrevocable election to measure such a hybrid financial instrument at fair value in its entirety, with changes in fair value recognized in earnings. SFAS No. 155 will be effective for the Company for financial instruments acquired, issued or subject to a re-measurement event in the fiscal year beginning January 1, 2007. The Company does not expect the adoption of SFAS No. 155 will have a material impact on its financial condition, results of operations or cash flows.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets,” which amends the guidance in SFAS No. 140. SFAS No. 156 requires that an entity separately recognize a servicing asset or a servicing liability when it undertakes an obligation to service a financial asset under a servicing contract in certain situations. Such servicing assets or servicing liabilities are required to be measured initially at fair value, if practicable. SFAS No. 156 also allows an entity to measure its servicing assets and servicing liabilities subsequently using either the amortization method, which existed under SFAS No. 140, or the fair value measurement method. SFAS No. 156 will be effective for the Company in the fiscal year beginning January 1, 2007. The Company does not expect the adoption of SFAS No. 156 will have a material impact on its financial condition, results of operations or cash flows.

In July   2006, the FASB issued Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109” and FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes”.  FIN 48 establishes a “more-likely-than-not” recognition threshold that must be met before a tax benefit can be recognized in the financial statements.  For tax positions that meet the "more-likely-than-not" threshold, an enterprise should recognize the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority.  The Interpretation was effective January 1, 2007.  The cumulative effect of applying the provisions of the Interpretation would be recognized as an adjustment to the beginning balance of retained earnings. Management is currently evaluating the impact of this Interpretation on the Company’s financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007. The Company has not completed its evaluation of the impact of the adoption of this standard.
 
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” Under this standard, the Company may elect to report financial instruments and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings. This election is irrevocable. SFAS No. 159 provides an opportunity to mitigate volatility in reported earnings that is caused by measuring hedged assets and liabilities that were previously required to use a different accounting method than the related hedging contracts when the complex provisions of SFAS No. 133 hedge accounting are not met.
 
SFAS No. 159 is effective for years beginning after November 15, 2007. Early adoption within 120 days of the beginning of the Company’s 2007 fiscal year is permissible, provided the Company has not yet issued interim financial statements for 2007 and has adopted SFAS No. 157. The Company has not completed its evaluation of the impact of the adoption of this standard.
 
In September 2006, the Emerging Issues Task Force issued EITF 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” This consensus concludes that for a split-dollar life insurance arrangement within the scope of this Issue, an employer should recognize a liability for future benefits in accordance with FASB Statement No. 106 (if, in substance, a postretirement benefit plan exits) or APB Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. The consensus is effective for fiscal years beginning after December 15, 2007. The Company has not completed its evaluation of the impact of the adoption of this standard.


In September 2006, The Emerging Issues Task Force issued EITF 06-5, “Accounting for Purchases of Life Insurance- Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 .” This consensus concludes that a policyholder should consider any additional amounts included in the contractual terms of the insurance policy other than the cash surrender value in determining the amount that could be realized under the insurance contract. A consensus also was reached that a policyholder should determine the amount that could be realized under the life insurance contract assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). The consensuses are effective for fiscal years beginning after December 15, 2006. The Company has not completed its evaluation of the impact of the adoption of this standard.
 
STATISTICAL INFORMATION AND DISCUSSION

The following statistical information and discussion should be read in conjunction with the Selected Financial Data included in Part II (Item 6) and the audited consolidated financial statements and accompanying notes included in Part II (Item 8) of this Annual Report on Form 10-K.

The following tables present information regarding the consolidated average assets, liabilities and stockholders’ equity, the amounts of interest income from average earning assets and the resulting yields, and the amount of interest expense paid on interest-bearing liabilities. Average loan balances include non-performing loans. Interest income includes proceeds from loans on non-accrual status only to the extent cash payments have been received and applied as interest income. Tax-exempt income is not shown on a tax equivalent basis.

Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential

   
2006
 
2005
 
2004
 
                           
   
Average
Balance
 
Percent
 
Average
Balance
 
Percent
 
Average
Balance
 
Percent
 
ASSETS
                         
Cash and Due From Banks
 
$
29,934
   
4.49
%
$
31,287
   
4.87
%
$
37,542
   
6.40
%
Investment Securities:
                                     
U.S. Government Securities
   
31,968
   
4.80
%
 
20,279
   
3.16
%
 
15,745
   
2.68
%
Obligations of States & Political
                                     
Subdivisions
   
23,688
   
3.56
%
 
27,045
   
4.21
%
 
32,899
   
5.60
%
Other Securities
   
11,201
   
1.68
%
 
3,065
   
0.48
%
 
3,277
   
0.56
%
Federal Funds Sold
   
61,904
   
9.29
%
 
81,948
   
12.75
%
 
77,169
   
13.15
%
Loans 1
   
478,908
   
71.87
%
 
452,646
   
70.45
%
 
395,883
   
67.43
%
Other Assets
   
28,750
   
4.31
%
 
26,211
   
4.08
%
 
24,551
   
4.18
%
Total Assets
 
$
666,353
   
100.00
%
$
642,481
   
100.00
%
$
587,066
   
100.00
%
                                       
LIABILITIES & STOCKHOLDERS' EQUITY
                                     
Deposits:
                                     
Demand
 
$
187,766
   
28.18
%
$
184,171
   
28.67
%
$
158,676
   
27.03
%
Interest-Bearing Transaction Deposits
   
95,180
   
14.28
%
 
73,990
   
11.52
%
 
63,619
   
10.84
%
Savings & MMDAs
   
190,036
   
28.52
%
 
190,562
   
29.65
%
 
174,539
   
29.73
%
Time Certificates
   
116,787
   
17.53
%
 
121,067
   
18.84
%
 
125,366
   
21.35
%
Borrowed Funds
   
11,350
   
1.70
%
 
14,320
   
2.23
%
 
13,681
   
2.33
%
Other Liabilities
   
6,113
   
0.92
%
 
4,627
   
0.72
%
 
2,332
   
0.40
%
Stockholders' Equity
   
59,121
   
8.87
%
 
53,744
   
8.37
%
 
48,853
   
8.32
%
Total Liabilities & Stockholders’ Equity
 
$
666,353
   
100.00
%
$
642,481
   
100.00
%
$
587,066
   
100.00
%

1.
Average Balances for Loans include non-accrual loans and are net of the allowance for loan losses.
 
Net Interest Earnings
Average Balances, Yields and Rates
(Dollars in thousands)

   
2006
 
  2005
 
  2004
 
                                         
Assets
 
Average
Balance
 
Interest
Income/
Expense
 
Yields
Earned/
Rates
Paid
 
  Average
Balance
 
Interest
Income/
Expense
 
Yields
Earned/
Rates
Paid
 
  Average
Balance
 
Interest
Income/
Expense
 
Yields
Earned/
Rates
Paid
 
                                         
Securities:
                                                       
U.S. Government
 
$
31,968
 
$
1,299
   
4.06
%
$
20,279
 
$
767
   
3.78
%
$
15,745
 
$
747
   
4.74
%
                                                         
Obligations of States And Political Subdivisions 1
   
23,688
   
1,311
   
5.53
%
 
27,045
   
1,577
   
5.83
%
 
32,899
   
1,892
   
5.75
%
                                                         
Other Securities
   
11,201
   
580
   
5.18
%
 
3,065
   
133
   
4.34
%
 
3,277
   
135
   
4.12
%
                                                         
Total Investment Securities
   
66,857
   
3,190
   
4.77
%
 
50,389
   
2,477
   
4.92
%
 
51,921
   
2,774
   
5.34
%
                                                         
Federal Funds Sold
   
61,904
   
2,986
   
4.82
%
 
81,948
   
2,587
   
3.16
%
 
77,169
   
972
   
1.26
%
                                                         
Loans 2
   
478,908
   
39,082
   
8.16
%
 
452,646
   
32,808
   
7.25
%
 
395,883
   
25,331
   
6.40
%
                                                         
Loan Fees
   
   
2,812
   
0.59
%
 
   
3,030
   
0.67
%
 
   
2,542
   
0.64
%
                                                         
Total Loans, Including Loan Fees
   
478,908
   
41,894
   
8.75
%
 
452,646
   
35,838
   
7.92
%
 
395,883
   
27,873
   
7.04
%
                                                         
Total Earning Assets
   
607,669
 
$
48,070
   
7.91
%
 
584,983
 
$
40,902
   
6.99
%
 
524,973
 
$
31,619
   
6.02
%
                                                         
Cash and Due from Banks
   
29,934
               
31,287
               
37,542
             
                                                         
Premises and Equipment
   
8,188
               
7,743
               
7,531
             
                                                         
Interest Receivable and Other Assets
   
20,562
               
18,468
               
17,020
             
                                                         
Total Assets
 
$
666,353
             
$
642,481
             
$
587,066
             

1.
Interest income and yields on tax-exempt securities are not presented on a tax equivalent basis.

2.
Average Balances for Loans include non-accrual loans and are net of the allowance for loan losses, but non-accrued interest thereon is excluded.

 
Continuation of
Net Interest Earnings
Average Balances, Yields and Rates
(Dollars in thousands)

   
2006
 
  2005
 
  2004
 
                                         
Liabilities and Stockholders' Equity
 
Average
Balance
 
Interest
Income/
Expense
 
Yields
Earned/
Rates
Paid
 
  Average
Balance
 
Interest
Income/
Expense
 
Yields
Earned/
Rates
Paid
 
  Average
Balance
 
Interest
Income/
Expense
 
Yields
Earned/
Rates
Paid
 
                                         
Interest-Bearing Deposits:
                                                       
Interest-Bearing Transaction Deposits
 
$
95,180
 
$
1,568
   
1.65
%
$
73,990
 
$
512
   
0.69
%
$
63,619
 
$
89
   
0.14
%
                                                         
Savings & MMDAs
   
190,036
   
3,813
   
2.01
%
 
190,562
   
2,279
   
1.20
%
 
174,539
   
893
   
0.51
%
                                                         
Time Certificates
   
116,787
   
3,682
   
3.15
%
 
121,067
   
2,443
   
2.02
%
 
125,366
   
2,003
   
1.60
%
                                                         
Total Interest-Bearing Deposits
   
402,003
   
9,063
   
2.25
%
 
385,619
   
5,234
   
1.36
%
 
363,524
   
2,985
   
0.82
%
                                                         
Borrowed Funds
   
11,350
   
363
   
3.20
%
 
14,320
   
495
   
3.46
%
 
13,681
   
441
   
3.22
%
                                                         
Total Interest-Bearing Deposits and Funds
   
413,353
   
9,426
   
2.28
%
 
399,939
   
5,729
   
1.43
%
 
377,205
   
3,426
   
0.91
%
                                                         
Demand Deposits
   
187,766
   
   
   
184,171
   
   
   
158,676
   
   
 
                                                         
Total Deposits and Borrowed Funds
   
601,119
 
$
9,426
   
1.57
%
 
584,110
 
$
5,729
   
0.98
%
 
535,881
 
$
3,426
   
0.64
%
                                                         
Accrued Interest and Other Liabilities
   
6,113
               
4,627
               
2,332
             
                                                         
Stockholders' Equity
   
59,121
               
53,744
               
48,853
             
                                                         
Total Liabilities and Stockholders' Equity
 
$
666,353
             
$
642,481
             
$
587,066
             
                                                         
Net Interest Income and Net Interest Margin 1
       
$
38,644
   
6.36
%
     
$
35,173
   
6.01
%
     
$
28,193
   
5.37
%
                                                         
Net Interest Spread 2
               
5.63
%
             
5.56
%
             
5.11
%

1.
Net interest margin is computed by dividing net interest income by total average interest-earning assets.

2.
Net interest spread represents the average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.


Analysis of Changes
in Interest Income and Interest Expense
(Dollars in thousands)

Following is an analysis of changes in interest income and expense (dollars in thousands) for 2006 over 2005 and 2005 over 2004. Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.

   
2006 Over 2005
 
2005 Over 2004
 
   
Volume
 
Interest
Rate
 
Change
 
Volume
 
Interest
Rate
 
Change
 
                           
Increase (Decrease) in Interest Income:
                                     
                                       
Loans & Banker’s Acceptance
 
$
1,983
 
$
4,291
 
$
6,274
 
$
3,882
 
$
3,595
 
$
7,477
 
                                       
Investment Securities
   
787
   
(74
)
 
713
   
(81
)
 
(216
)
 
(297
)
                                       
Federal Funds Sold
   
(347
)
 
746
   
399
   
63
   
1,552
   
1,615
 
                                       
Loan Fees
   
(218
)
 
   
(218
)
 
488
   
   
488
 
                                       
   
$
2,205
 
$
4,963
 
$
7,168
 
$
4,352
 
$
4,931
 
$
9,283
 
                                       
Increase (Decrease) in Interest Expense:
                                     
                                       
Deposits:
                                     
Interest-Bearing Transaction Deposits
 
$
180
 
$
876
 
$
1,056
 
$
17
 
$
406
 
$
423
 
                                       
Savings & MMDAs
   
(6
)
 
1,540
   
1,534
   
88
   
1,298
   
1,386
 
                                       
Time Certificates
   
(83
)
 
1,322
   
1,239
   
(66
)
 
506
   
440
 
                                       
Borrowed Funds
   
(97
)
 
(35
)
 
(132
)
 
21
   
33
   
54
 
                                       
   
$
(6
)
$
3,703
 
$
3,697
 
$
60
 
$
2,243
 
$
2,303
 
Increase (Decrease) in Net Interest Income
 
$
2,211
 
$
1,260
 
$
3,471
 
$
4,292
 
$
2,688
 
$
6,980
 
 
INVESTMENT PORTFOLIO

Composition of Investment Securities

The mix of investment securities held by the Company at December 31, for the previous three fiscal years is as follows (dollars in thousands) :

   
2006
 
2005
 
2004
 
Investment securities available for sale:
                   
                     
U.S. Treasury Securities
 
$
253
 
$
250
 
$
256
 
                     
Securities of U.S. Government Agencies and Corporations
   
31,703
   
21,556
   
21,063
 
                     
Obligations of State & Political Subdivisions
   
30,193
   
23,047
   
30,747
 
                     
Mortgage Backed Securities
   
12,031
   
1,803
   
1,260
 
                     
Other Securities
   
2,093
   
2,132
   
1,828
 
                     
Total Investments
 
$
76,273
 
$
48,788
 
$
55,154
 

Maturities of Investment Securities

The following table is a summary of the relative maturities (d ollars in thousands) and yields of the Company’s investment securities as of December 31, 2006. The yields on tax-exempt securities are shown on a tax equivalent basis.
 
Period to Maturity

   
Within One Year
 
After One But
Within Five Years
 
After Five But
Within Ten Years
 
Security
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
                           
U.S. Treasury Securities
 
$
   
 
$
253
   
5.00
%
$
   
 
Securities of U.S. Government Agencies and Corporations
   
6.907
   
3.16
%
 
20,708
   
4.38
%
 
4,088
   
5.26
%
Obligations of State & Political Subdivisions
   
5,356
   
7.12
%
 
8,534
   
7.37
%
 
5,712
   
6.72
%
Mortgage Backed Securities
   
35
   
7.10
%
 
11,996
   
5.14
%
 
   
 
                                       
TOTAL
 
$
12,298
   
4.90
%
$
41,491
   
5.22
%
$
9,800
   
6.11
%
 
   
After Ten Years
 
Other
 
Total
 
Security
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
                           
U.S. Treasury Securities
 
$
   
 
$
   
 
$
253
   
5.00
%
Securities of U.S. Government Agencies and Corporations
   
   
   
   
   
31,703
   
4.23
%
Obligations of State & Political Subdivisions
   
10,591
   
6.27
%
 
   
   
30,193
   
6.82
%
Mortgage Backed Securities
   
   
   
   
   
12,031
   
5.15
%
Other Securities
   
   
   
2,093
   
5.13
%
 
2,093
   
5.13
%
                                       
TOTAL
 
$
10,591
   
6.27
%
$
2,093
   
5.13
%
$
76,273
   
5.43
%
 
LOAN PORTFOLIO

Composition of Loans

The mix of loans, net of deferred origination fees and allowance for loan losses and excluding loans held-for-sale, at December 31, for the previous five fiscal years is as follows (d ollars in thousands ):

   
December 31,
 
   
2006
 
2005
 
2004
 
                           
   
Balance
 
Percent
 
Balance
 
Percent
 
Balance
 
Percent
 
                           
Commercial
 
$
97,268
   
20.5
%
 
87,091
   
19.1
%
$
89,721
   
20.9
%
Agriculture
   
38,607
   
8.1
%
 
32,808
   
7.2
%
 
32,910
   
7.7
%
Real Estate Mortgage
   
227,552
   
47.9
%
 
228,524
   
50.1
%
 
216,846
   
50.4
%
Real Estate Construction
   
106,752
   
22.4
%
 
103,422
   
22.7
%
 
85,584
   
19.9
%
Installment
   
5,370
   
1.1
%
 
4,216
   
0.9
%
 
4,641
   
1.1
%
                                       
TOTAL
 
$
475,549
   
100.0
%
$
456,061
   
100.0
%
$
429,702
   
100.0
%

   
2003
 
2002
 
                   
   
Balance
 
Percent
 
Balance
 
Percent
 
                   
Commercial
 
$
88,949
   
24.1
%
$
76,887
   
24.6
%
Agriculture
   
32,766
   
8.9
%
 
31,926
   
10.2
%
Real Estate Mortgage
   
174,867
   
47.2
%
 
144,171
   
46.0
%
Real Estate Construction
   
68,370
   
18.5
%
 
54,094
   
17.3
%
Installment
   
4,867
   
1.3
%
 
5,967
   
1.9
%
                           
TOTAL
 
$
369,819
   
100.0
%
$
313,045
   
100.0
%

Commercial loans are primarily for financing the needs of a diverse group of businesses located in the Bank’s market area. The Bank also makes loans to individuals for investment purposes. Most of these loans are relatively short-term (an overall average life of approximately two years) and secured by various types of collateral. Real estate construction loans are generally for financing the construction of single-family residential homes for well-qualified individuals and builders. These loans are secured by real estate and have short maturities.

As shown in the comparative figures for loan mix during 2006 and 2005, total loans increased as a result of increases in commercial loans, agriculture loans, real estate construction loans and installment loans which were partially offset by a decrease in real estate mortgage loans.

 
Maturities and Sensitivities of Loans to Changes in Interest Rates

Loan maturities of the loan portfolio at December 31, 2006 are as follows (dollars in thousands) (exclude s loans held-for-sale):

Maturing
 
Fixed Rate
 
Variable Rate
 
Total
 
               
Within one year
 
$
52,221
 
$
174,338
 
$
226,559
 
After one year through five years
   
44,208
   
110,925
   
155,133
 
After five years
   
18,169
   
75,688
   
93,857
 
                     
Total
 
$
114,598
 
$
360,951
 
$
475,549
 

Non-accrual, Past Due and Restructured Loans

It is the Bank’s policy to recognize interest income on an accrual basis. Accrual of interest is suspended when a loan has been in default as to principal or interest for 90 days, unless well secured by collateral believed by management to have a fair market value that at least equals the book value of the loan plus accrued interest receivable and in the process of collection. Real estate acquired through foreclosure is written down to its estimated fair market value at the time of acquisition and is carried as a non-earning asset until sold. Any write-down at the time of acquisition is charged against the allowance for loan losses; subsequent write-downs or gains or losses upon disposition are credited or charged to non-interest income/expense. The Bank has made no foreign loans.

The following table shows the aggregate amounts of assets (d ollars in thousands ) in each category at December 31, for the years indicated:

   
2006
 
2005
 
2004
 
2003
 
2002
 
                       
Non-accrual Loans
 
$
3,399
 
$
2,073
 
$
4,907
 
$
3,877
 
$
552
 
90 Days Past Due But Still Accruing
   
37
   
178
   
55
   
4
   
8
 
Total Non-performing Loans
   
3,436
   
2,251
   
4,962
   
3,881
   
560
 
                                 
Other Real Estate Owned
   
375
   
268
   
   
   
 
Total Non-performing Assets
 
$
3,811
 
$
2,519
 
$
4,962
 
$
3,881
 
$
560
 

If interest on non-accrual loans had been accrued, such interest income would have approximated $280,000, $101,000, and $280,000 during the years ended December 31, 2006, 2005 and 2004, respectively. Income actually recognized for these loans approximated $113,000, $100,000 and $64,000 for the years ended December 31, 2006, 2005 and 2004, respectively.

There was a $1,292,000 increase in non-performing assets for 2006 over 2005. At December 31, 2006, non-performing assets included five non-accrual commercial loans totaling $1,469,000, two non-accrual agricultural loans totaling $620,000, one non-accrual commercial real estate loan totaling $90,000 and one non-accrual residential mortgage loan totaling $1,220,000. Additional non-performing assets included two loans past due more than 90 days totaling $37,000. Other Real Estate Owned (“OREO”) properties totaled $375,000 at December 31, 2006. The Bank’s management believes that nearly $3,277,000 of the $3,399,000 in non-accrual loans at December 31, 2006, are adequately collateralized or guaranteed by a governmental entity, and the remaining $122,000 may have some potential loss which management believes is sufficiently covered by the Bank’s existing loan loss reserve (Allowance for Loan Losses).

 
Potential Problem Loans

In addition to the non-performing assets described above, the Bank's Branch Managers each month submit to the Loan Committee of the Board of Directors a report detailing the status of those loans that are past due over sixty days and each quarter a report detailing the status of those loans that are classified as such. Also included in the report are those loans that are not necessarily past due, but the branch manager is aware of problems with these loans which may result in a loss.

The monthly Allowance for Loan Loss Analysis Report is prepared based upon the Problem Loan Report, internal loan grading, regulatory classifications and loan review classification and is reviewed by the Management Loan Committee of the Bank. The Management Loan Committee reviewed the Allowance for Loan Loss Analysis Report, dated December 31, 2006, on January 9, 2007. This report included all non-performing loans reported in the table on the previous page and all other potential problem loans. Excluding the non-performing loans cited previously, loans totaling $10,744,000 were classified as potential problem loans. The Bank’s management believes that of these loans, loans totaling $10,434,000 are adequately collateralized or guaranteed, the remaining loans totaling $310,000 may have some loss potential which management believes is sufficiently covered by the Bank’s existing loan loss reserve (Allowance for Loan Losses). The ratio of the Allowance for Loan Losses to total loans at December 31, 2006 was 1.73%.

SUMMARY OF LOAN LOSS EXPERIENCE

The Allowance for Loan Losses is maintained at a level believed by management to be adequate to provide for losses that can be reasonably anticipated. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. The Bank makes credit reviews of the loan portfolio and considers current economic conditions, loan loss experience, and other factors in determining the adequacy of the allowance for loan losses. The allowance for loan losses is based on estimates and actual losses may vary from current estimates.

Analysis of the Allowance for Loan Losses
(D ollars in thousands )

   
2006
 
2005
 
2004
 
2003
 
2002
 
                       
Balance at Beginning of Year
 
$
7,917
 
$
7,445
 
$
7,006
 
$
6,630
 
$
6,116
 
Provision for (Recovery of) Loan Losses
   
735
   
600
   
207
   
2,153
   
676
 
Loans Charged-Off:
                               
Commercial
   
(572
)
 
(670
)
 
(122
)
 
(143
)
 
(51
)
Agriculture
   
(57
)
 
   
(214
)
 
(1,662
)
 
(191
)
Installment Loans to Individuals
   
(431
)
 
(185
)
 
(46
)
 
(104
)
 
(87
)
                                 
Total Charged-Off
   
(1,060
)
 
(855
)
 
(382
)
 
(1,909
)
 
(329
)
                                 
Recoveries:
                               
Commercial
   
561
   
64
   
199
   
101
   
92
 
Agriculture
   
   
663
   
399
   
11
   
33
 
Real Estate Mortgage
   
   
   
   
   
35
 
Installment Loans to Individuals
   
208
   
   
16
   
20
   
7
 
                                 
Total Recoveries
   
769
   
727
   
614
   
132
   
167
 
                                 
Net (Charge-Offs) Recoveries
   
(291
)
 
(128
)
 
232
   
(1,777
)
 
(162
)
                                 
Balance at End of Year
 
$
8,361
 
$
7,917
 
$
7,445
 
$
7,006
 
$
6,630
 
                                 
Ratio of Net (Charge-Offs) Recoveries During the Year to Average Loans Outstanding During the Year
   
(0.06
%)
 
(0.03
%)
 
0.06
%
 
(0.48
%)
 
(0.05
%)

 
Allocation of the Allowance for Loan Losses

The Allowance for Loan Losses has been established as a general reserve available to absorb probable inherent losses throughout the Loan Portfolio. The following table is an allocation of the Allowance for Loan Losses balance on the dates indicated (d ollars in thousands ):

   
December 31, 2006
 
December 31, 2005
 
December 31, 2004
 
               
   
Allocation of
Allowance for
Loan Losses
Balance
 
Loans as a
% of Total
Loans
 
Allocation of
Allowance for
Loan Losses
Balance
 
Loans as a
% of Total
Loans
 
Allocation of
Allowance for
Loan Losses
Balance
 
Loans as a
% of Total
Loans
 
Loan Type:
                         
                           
Commercial
 
$
2,037
   
20.5
%
$
1,779
   
19.1
%
$
1,727
   
20.9
%
                                       
Agriculture
   
1,133
   
8.1
%
 
1,518
   
7.2
%
 
1,484
   
7.7
%
                                       
Real Estate Mortgage
   
3,016
   
47.9
%
 
3,003
   
50.1
%
 
2,767
   
50.4
%
                                       
Real Estate Construction
   
1,535
   
22.4
%
 
1,001
   
22.7
%
 
668
   
19.9
%
                                       
Installment
   
640
   
1.1
%
 
616
   
0.9
%
 
801
   
1.1
%
                                       
Total
 
$
8,361
   
100.0
%
$
7,917
   
100.0
%
$
7,445
   
100.0
%
 
 
   
December 31, 2003
 
December 31, 2002
 
           
   
Allocation of
Allowance for
Loan Losses
Balance
 
Loans as a
% of Total
Loans
 
Allocation of
Allowance for
Loan Losses
Balance
 
Loans as a
% of Total
Loans
 
Loan Type:
                 
                   
Commercial
 
$
1,881
   
24.1
%
$
2,377
   
24.6
%
                           
Agriculture
   
1,746
   
8.9
%
 
974
   
10.2
%
                           
Real Estate Mortgage
   
2,181
   
47.2
%
 
279
   
46.0
%
                           
Real Estate Construction
   
621
   
18.5
%
 
2,472
   
17.3
%
                           
Installment
   
577
   
1.3
%
 
528
   
1.9
%
                           
Total
 
$
7,006
   
100.0
%
$
6,630
   
100.0
%

The Bank believes that any breakdown or allocation of the Reserve into loan categories lends an appearance of exactness, which does not exist, because the Reserve is available for all loans. The Reserve breakdown shown above is computed taking actual experience into consideration but should not be interpreted as an indication of the specific amount and allocation of actual charge-offs that may ultimately occur.


Deposits

The following table sets forth the average amount and the average rate paid on each of the listed deposit categories (d ollars in thousands ) during the periods specified:

   
2006
 
2005
 
2004
 
   
Average
Amount
 
Average
Rate
 
Average
Amount
 
Average
Rate
 
Average
Amount
 
Average
Rate
 
                           
Deposit Type:
                                     
                                       
Non-interest-Bearing Demand
 
$
187,766
   
 
$
184,171
   
 
$
158,676
   
 
                                       
Interest-Bearing Demand (NOW)
 
$
95,180
   
1.65
%
$
73,990
   
0.69
%
$
63,619
   
0.14
%
                                       
Savings and MMDAs
 
$
190,036
   
2.01
%
$
190,562
   
1.20
%
$
174,539
   
0.51
%
                                       
Time
 
$
116,787
   
3.15
%
$
121,067
   
2.02
%
$
125,366
   
1.60
%

The following table sets forth by time remaining to maturity the Bank’s time deposits in the amount of $100,000 or more (d ollars in thousands ) as of December 31, 2006:

Three months or less
 
$
28,729
 
         
Over three months through twelve months
   
32,355
 
         
Over twelve months
   
5,215
 
         
Total
 
$
66,299
 

Short-Term Borrowings

Short-term borrowings at December 31, 2006 and 2005 consisted of secured borrowings from the U.S. Treasury in the amounts of $858,000 and $1,476,000, respectively. The funds are placed at the discretion of the U.S. Treasury and are callable on demand by the U.S. Treasury.

Additional short-term borrowings available to the Company consist of a line of credit and advances from the Federal Home Loan Bank (“FHLB”) secured under terms of a blanket collateral agreement by a pledge of FHLB stock and certain other qualifying collateral such as commercial and mortgage loans. At December 31, 2006, the Company had a current collateral borrowing capacity from the FHLB of $93,832,000. The Company also has unsecured formal lines of credit totaling $25,700,000 with correspondent banks and borrowing capacity of $2,000,000 with the Federal Reserve Bank (loans and discounts), which is fully collateralized, with a pledge of U.S. Agency Notes.

Long-Term Borrowings

Long-term borrowings consisted of Federal Home Loan Bank advances, totaling $10,124,000 and $13,493,000, respectively, at December 31, 2006 and 2005. Such advances ranged in maturity from 1.4 years to 2.3 years at a weighted average interest rate of 2.91% at December 31, 2006. Maturity ranged from 0.3 years to 3.3 years at a weighted average interest rate of 3.48% at December 31, 2005. Average outstanding balances were $10,776,000 and $13,628,000, respectively, during 2006 and 2005. The weighted average interest rate paid was 3.15% in 2006 and 3.48% in 2005.


Results of Operations

Net Income

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Net income for the year ended December 31, 2006, was $8,810,000, representing an increase of $122,000, or 1.4% over net income of $8,688,000 for the year ended December 31, 2005. The increase in net income is principally attributable to a $3,471,000 increase in net interest income, which was partially offset by a decrease of $431,000 in other operating income, a $1,539,000 increase in salaries and employee benefits, an increase of $135,000 in the provision for loan losses, a $437,000 increase in occupancy and equipment, an increase of $175,000 in data processing, a $158,000 increase in advertising, and a $377,000 increase in the provision for income taxes.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Net income for the year ended December 31, 2005, was $8,688,000, representing an increase of $1,981,000, or 30% over net income of $6,707,000 for the year ended December 31, 2004. The increase in net income is principally attributable to a $6,980,000 increase in net interest income and an increase of $506,000 in other operating income, which was partially offset by a $2,371,000 increase in salaries and employee benefits, an increase of $393,000 in the provision for loan losses, a $194,000 increase in occupancy and equipment, a $320,000 increase in advertising, and a $1,242,000 increase in the provision for income taxes.

Net Interest Income

Net interest income is the excess of interest and fees earned on the Bank’s loans, investment securities, federal funds sold and banker's acceptances over the interest expense paid on deposits, mortgage notes and other borrowed funds. It is primarily affected by the yields on the Bank’s interest-earning assets and loan fees and interest-bearing liabilities outstanding during the period. The $3,471,000 increase in the Bank’s net interest income in 2006 from 2005 was due to the effects of a higher level of core deposits and strong commercial and real estate loan volumes, combined with higher funding costs. The $6,980,000 increase in 2005 from 2004 was due to the effects of a higher level of core deposits and strong commercial and real estate loan volumes, combined with higher funding costs. The “Analysis of Changes in Interest Income and Interest Expense” set forth on page 28 of this Annual Report on Form 10-K identifies the effects of interest rates and loan/deposit volume. Another factor that affected the net interest income was the average earning asset to average total asset ratio. This ratio was 91.2% in 2006, 91.1% in 2005 and 89.4% in 2004.

Interest income on loans (including loan fees) was $41,894,000 for 2006, representing an increase of $6,056,000, or 16.9% from $35,838,000 for 2005. This compared to an increase in 2005 of $7,965,000 or 28.58% greater than loan interest income earned in 2004. The increased interest income on loans in 2006 over 2005 was the result of a 5.8% increase in loan volume, combined with a 91 basis point increase in loan interest rates, which was partially offset by a decrease of approximately $218,000 in loan fees. Loan fee comparisons were impacted by a net decrease in deferred loan fees and costs of $355,000 in 2006, a net decrease of $373,000 in 2005, and a net increase of $326,000 in 2004.

Average outstanding federal funds sold fluctuated during this period, ranging from $61,904,000, in 2006 to $81,948,000 in 2005 and $77,169,000 in 2004. At December 31, 2006 federal funds sold were $62,470,000. Federal funds are used primarily as a short-term investment to provide liquidity for funding of loan commitments or to accommodate seasonal deposit fluctuations. Federal funds sold yields were 4.82%, 3.16% and 1.26% for 2006, 2005 and 2004, respectively.

The average total level of investment securities increased $16,468,000 in 2006 to $66,857,000 from $50,389,000 in 2005 and decreased $1,532,000 in 2005 to $50,389,000 from $51,921,000 in 2004. The level of securities interest income attributable to investment securities increased to $3,190,000 in 2006 from $2,477,000 in 2005 and $2,774,000 in 2004, due to the effects of interest rates and volume. The Bank’s strategy for this period has emphasized the use of the investment portfolio to maintain the Bank’s increasing loan demand. The Bank continues to reinvest maturing securities to provide future liquidity while attempting to reinvest the cash flows in short duration securities that provide higher cash flow for reinvestment in a higher interest rate instrument. Investment securities yields were 4.77%, 4.92% and 5.34% for 2006, 2005 and 2004, respectively.


Total interest expense increased to $9,426,000 in 2006 from $5,729,000 in 2005, and increased to $5,729,000 in 2005 from $3,426,000 in 2004, representing a 64.53% increase in 2006 over 2005 and a 67.22% increase in 2005 over 2004. The increase in total interest expense from 2006 to 2005 was due to increases in volume combined with increases in interest rates paid on deposits. The increase in total interest expense from 2005 to 2004 was due to increases in volume combined with increases in interest rates paid on deposits.

The mix of deposits for the previous three years is as follows ( d ollars in thousands):

   
2006
 
2005
 
2004
 
                            
   
Average
Balance
 
Percent
 
Average
Balance
 
  Percent
 
Average
Balance
 
Percent
 
                            
Non-interest-Bearing Demand
 
$
187,766
   
31.9
%
$
184,171
   
32.3
%
$
158,676
   
30.4
%
                                       
Interest-Bearing Demand (NOW)
   
95,180
   
16.1
%
 
73,990
   
13.0
%
 
63,619
   
12.2
%
                                       
Savings and MMDAs
   
190,036
   
32.2
%
 
190,562
   
33.4
%
 
174,539
   
33.4
%
                                       
Time
   
116,787
   
19.8
%
 
121,067
   
21.3
%
 
125,366
   
24.0
%
                                       
Total
 
$
589,769
   
100.0
%
$
569,790
   
100.0
%
$
522,200
   
100.0
%
 

 
The three years ended December 31, 2006 have been characterized by fluctuating interest rates. Loan rates and deposit rates both increased in 2006, 2005 and 2004. The net spread between the rate for total earning assets and the rate for total deposits and borrowed funds increased 7 basis points in the period from 2006 to 2005 and increased 45 basis points in the period from 2005 to 2004.

The Bank’s net interest margin (net interest income divided by average earning assets) was 6.36% in 2006, 6.01% in 2005, and 5.37% in 2004. The net interest margin benefited in 2006 from rising interest rates combined with increased loan volume and was partially offset by higher cost of funds, the continued flattening of the yield curve, a slowdown in mortgage originations and maturities and calls of higher yielding securities. Going forward into the first half of 2007, it is Bank managements belief that net interest income and net interest margin will be flat because of anticipated stabilization of the Federal Funds Rate.

Provision for Loan Losses

The provision for loan losses is established by charges to earnings based on management's overall evaluation of the collectibility of the loan portfolio. Based on this evaluation, the provision for loan losses increased to $735,000 in 2006 from $600,000 in 2005, primarily as a result of loan growth and loan quality in the Bank’s loan portfolio. The amount of loans charged-off increased in 2006 to $1,060,000 from $855,000 in 2005, and recoveries increased to $769,000 in 2006 from $727,000 in 2005. The increase in charge-offs was due, for the most part, to an increase in charge-offs of installment loans to individuals. The ratio of the Allowance for Loan Losses to total loans at December 31, 2006 was 1.73% compared to 1.70% at December 31, 2005. The ratio of the Allowance for Loan Losses to total non-accrual loans and loans past due 90 days or more at December 31, 2006 was 243% compared to 352% at December 31, 2005.

The provision for loan losses is established by charges to earnings based on management's overall evaluation of the collectibility of the loan portfolio. Based on this evaluation, the provision for loan losses increased to $600,000 in 2005 from $207,000 in 2004, primarily as a result of loan growth and loan quality in the Bank’s loan portfolio. The amount of loans charged-off increased in 2005 to $855,000 from $382,000 in 2004, and recoveries increased to $727,000 in 2005 from $614,000 in 2004. The increase in charge-offs was due, for the most part, to a charge-off of an unsecured commercial loan. The ratio of the Allowance for Loan Losses to total loans at December 31, 2005 was 1.70% compared to 1.70% at December 31, 2004. The ratio of the Allowance for Loan Losses to total non-accrual loans and loans past due 90 days or more at December 31, 2005 was 352% compared to 150% at December 31, 2004.


Other Operating Income and Expenses

Other operating income consisted primarily of service charges on deposit accounts and other income, which was partially offset by a decrease in net realized gains on loans held for sale and a decrease in gains on other real estate owned. Service charges on deposit accounts increased $420,000 in 2006 over 2005 and $197,000 in 2005 over 2004. The increase in 2006 was due, for the most part, to increased service charges on regular and business checking accounts. Net realized gains on loans held-for-sale decreased $718,000 in 2006 over 2005 and increased $21,000 in 2005 over 2004. The decrease in 2006 was due, for the most part, to a decrease in sold loans. Gains on other real estate owned decreased $317,000 in 2006 over 2005 and increased $291,000 in 2005 over 2004. The decrease in 2006 was due to the sale of a previously foreclosed commercial property. Other income increased $199,000 in 2006 over 2005 and decreased $15,000 in 2005 over 2004.

The Bank realized net gains of $-0- on sale of investment securities in 2006, $15,000 in 2005 and $3,000 in 2004.

Other operating expenses consisted primarily of salaries and employee benefits, occupancy and equipment expense, data processing, advertising, and other expenses. Other operating expenses increased to $29,219,000 in 2006 from $26,813,000 in 2005, and increased to $26,813,000 in 2005 from $22,943,000 in 2004, representing an increase of $2,406,000, or 9.0% in 2006 over 2005, and an increase of $3,870,000, or 16.9% in 2005 over 2004.

Following is an analysis of the increase or decrease in the components of other operating expenses (dollars in thousands) during the periods specified:

   
2006 over 2005
 
2005 over 2004
 
                   
   
Amount
 
Percent
 
Amount
 
Percent
 
                   
Salaries and Employee Benefits
 
$
1,539
   
9.7
%
$
2,371
   
17.5
%
                           
Occupancy and Equipment
   
437
   
13.5
%
 
194
   
6.4
%
                           
Data Processing
   
175
   
14.5
%
 
130
   
12.0
%
                           
Stationery and Supplies
   
43
   
8.9
%
 
(5
)
 
(1.0
%)
                           
Advertising
   
158
   
21.5
%
 
320
   
76.9
%
                           
Directors Fees
   
34
   
26.6
%
 
1
   
0.8
%
                           
Other Expense
   
20
   
0.4
%
 
859
   
20.2
%
                           
Total
 
$
2,406
   
9.0
%
$
3,870
   
16.9
%

In 2006, salaries and employee benefits increased $1,539,000 to $17,455,000 from $15,916,000 for 2005. This increase was due, for the most part, to an increase in regular salaries, incentive compensation, profit sharing payments and group insurance. Increases in occupancy and equipment were associated with increased rents and equipment associated with opening new branches and offices. Increases in the data processing area were attributed to continued emphasis on Internet-related products and security services and network improvements. Increases in stationary and supplies were attributed to an increase in the usage of office supplies. Increases in advertising were due to increased costs related to promoting new deposit products. Increases in director fees were due to increased fees.

In 2005, salaries and employee benefits increased $2,371,000 to $15,916,000 from $13,545,000 for 2004. This increase was due, for the most part, to an increase in regular salaries, incentive compensation and profit sharing payments. Increases in occupancy and equipment were associated with increased rents and equipment associated with opening new branches and offices. Increases in the data processing area were attributed to continued emphasis on Internet-related products and security services and network improvements. Increases in advertising were due to increased costs related to promoting new deposit products. Other expenses increased, for the most part, due to increased accounting, audit and consulting fees associated with Sarbanes-Oxley Act compliance.

Income Taxes

The provision for income taxes is primarily affected by the tax rate, the level of earnings before taxes and the amount of lower taxes provided by non-taxable earnings. In 2006, taxes increased $377,000 to $5,169,000 from $4,792,000 for 2005. In 2005, taxes increased $1,242,000 to $4,792,000 from $3,550,000 for 2004. The Bank’s effective tax rate was 37%, 36%, and 35%, for the years ended December 31, 2006, 2005 and 2004, respectively. Non-taxable municipal bond income was $636,000, $562,000, and $610,000 for the years ended December 31, 2006, 2005, and 2004, respectively.


Liquidity, Contractual Obligations, Commitments, Off-Balance Sheet Arrangements and Capital Resources

Liquidity is defined as the ability to generate cash at a reasonable cost to fulfill lending commitments and support asset growth, while satisfying the withdrawal demands of customers and any borrowing requirements. The Bank’s principal sources of liquidity are core deposits and loan and investment payments and prepayments. Providing a secondary source of liquidity is the available-for-sale investment portfolio. As a final source of liquidity, the Bank can exercise existing credit arrangements.

The Company’s primary source of liquidity on a stand-alone basis is dividends from the Bank. As discussed in Part I (Item 1) of this Annual Report on Form 10-K, dividends from the Bank are subject to regulatory restrictions.

As discussed in Part I (Item 1) of this Annual Report on Form 10-K, the Bank experiences seasonal swings in deposits, which impact liquidity. Management has adjusted to these seasonal swings by scheduling investment maturities and developing seasonal credit arrangements with the Federal Reserve Bank and Federal Funds lines of credit with correspondent banks. In addition, the ability of the Bank’s real estate department to originate and sell loans into the secondary market has provided another tool for the management of liquidity. As of December 31, 2006, the Company has not created any special purpose entities to securitize assets or to obtain off-balance sheet funding.

The liquidity position of the Bank is managed daily, thus enabling the Bank to adapt its position according to market fluctuations. Liquidity is measured by various ratios, the most common of which is the ratio of net loans (including loans held-for-sale) to deposits. This ratio was 79.6% on December 31, 2006, 79.2% on December 31, 2005, and 77.8% on December 31, 2004. At December 31, 2006 and 2005, the Bank’s ratio of core deposits to total assets was 78.5% and 78.1%, respectively. Core deposits are important in maintaining a strong liquidity position as they represent a stable and relatively low cost source of funds. The Bank’s liquidity position increased slightly in 2006; management believes that it remains adequate. This is best illustrated by the change in the Bank’s net non-core and net short-term non-core funding dependence ratio, which explain the degree of reliance on non-core liabilities to fund long-term assets. At December 31, 2006, the Bank’s net core funding dependence ratio, the difference between non-core funds, time deposits $100,000 or more and brokered time deposits under $100,000, and short-term investments to long-term assets, was 0.53%, compared to -3.54% in 2005. The Bank’s net short-term non-core funding dependence ratio, non-core funds maturing within one year, including borrowed funds, less short-term investments to long-term assets equaled -2.29% at the end of 2006, compared to -6.32% at year-end 2005. These ratios indicated at December 31, 2006, the Bank had minimal reliance on non-core deposits and borrowings to fund the Bank’s long-term assets, namely loans and investments. The Bank believes that by maintaining adequate volumes of short-term investments and implementing competitive pricing strategies on deposits, it can ensure adequate liquidity to support future growth. The Bank also believes that its liquidity position remains strong to meet both present and future financial obligations and commitments, events or uncertainties that have resulted or are reasonably likely to result in material changes with respect to the Bank’s liquidity.

The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. The following table presents, as of December 31, 2006, the Company’s significant fixed and determinable contractual obligations to third parties by payment date:

   
Payments due by period
 
Contractual Obligations
 
Total
 
Less than
1 year
 
1-3 years
 
3-5 years
 
More
than 5
years
 
                       
Deposits without a stated maturity (a)
 
$
490,246
   
490,246
   
   
   
 
Certificates of Deposit (a)
   
113,436
   
104,675
   
5,534
   
3,227
   
 
Short-Term Borrowings (a)
   
858
   
858
   
   
   
 
Long-Term Borrowings (b)
   
10,654
   
511
   
10,143
   
   
 
Operating Leases
   
6,545
   
1,212
   
2,333
   
1,265
   
1,735
 
Purchase Obligations
   
1,454
   
1,454
   
   
   
 
Total
 
$
623,193
   
598,956
   
18,010
   
4,492
   
1,735
 

 
(a)
Excludes interest
 
(b)
Includes interest on fixed rate obligations.


The Company’s operating lease obligations represent short-term and long-term lease and rental payments for facilities, certain software and data processing and other equipment. Purchase obligations represent obligations under agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The purchase obligation amounts presented above primarily relate to certain contractual payments for services provided for information technology, capital expenditures, and the outsourcing of certain operational activities.

The Company’s long-term borrowing consists of FHLB fixed-rate obligations. FHLB advances are collateralized by qualifying residential real estate loans.
 
The Company’s borrowed funds consist of secured borrowings from the U.S. Treasury. These borrowings are collateralized by qualifying securities. The funds are placed at the discretion of the U.S. Treasury and are callable on demand by the U.S. Treasury.

The following table details the amounts and expected maturities of commitments as of December 31, 2006:

   
Maturities by period
 
Commitments
 
Total
 
Less than
1 year
 
1-3 years
 
3-5 years
 
More than
5 years
 
                       
Commitments to extend credit
                               
Commercial
 
$
67,969
   
62,181
   
2,719
   
1,784
   
1,285
 
Agriculture
   
25,496
   
23,076
   
19
   
2,401
   
 
Real Estate Mortgage
   
58,220
   
3,983
   
5,608
   
24,018
   
24,611
 
Real Estate Construction
   
43,644
   
33,454
   
7,956
   
   
2,234
 
Installment
   
2,871
   
1,503
   
1,338
   
30
   
 
Standby Letters of Credit
   
12,222
   
12,220
   
2
   
   
 
Total
 
$
210,422
   
136,417
   
17,642
   
28,233
   
28,130
 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Company is a 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 in the form of loans or through standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. These loans have been sold to third parties without recourse, subject to customary default, representations and warranties, recourse for breaches of the terms of the sales contracts and payment default recourse.
 
Financial instruments, whose contract amounts represent credit risk at December 31 of the indicated years, are as follows:
 
   
2006
 
2005
 
           
Undisbursed loan commitments
 
$
198,200
 
$
203,101
 
Standby letters of credit
   
12,222
   
14,077
 
Commitments to sell loans
   
700
   
 
               
   
$
211,122
 
$
217,178
 


The Bank expects its liquidity position to remain strong in 2007 as the Bank expects to continue to grow into existing and new markets. The stock market has rebounded this past year and, while the Bank did not experience a significant outflow of deposits, the potential of additional outflows still exists as the stock market continues to improve. Regardless of the outcome, the Bank believes that it has the means to provide adequate liquidity for funding normal operations in 2007.

The Bank believes a strong capital position is essential to the Bank’s continued growth and profitability. A solid capital base provides depositors and shareholders with a margin of safety, while allowing the Bank to take advantage of profitable opportunities, support future growth and provide protection against any unforeseen losses.

At December 31, 2006, stockholders’ equity totaled $62.0 million, an increase of $5.2 million from $56.8 million at December 31, 2005. An important source of capital is earnings retention. Net income of $8.8 million in 2006, offset by stock repurchases of $4.2 million, was the primary factor contributing to the increase. Also affecting capital in 2006 was paid in capital in the amount of $0.5 million resulting from a tax benefit on stock options exercised and a decrease in other comprehensive income of $0.6 million, consisting of unrealized losses on investment securities available-for-sale and directors’ and employees’ retirement plan equity adjustment. The Bank’s Tier 1 Leverage Capital ratio at year-end 2006 was 9.0% and 8.3% for 2005.
 
On April 24, 2006, the Company approved a stock repurchase program effective April 30, 2006 to replace the Company’s previous stock purchase plan that expired on April 30, 2006. The stock repurchase program, which will remain in effect until April 30, 2008, allows repurchases by the Company in an aggregate of up to 2.5% of the Company’s outstanding shares of common stock over each rolling twelve-month period. The Company’s previous stock purchase plan had allowed repurchases by the Company in an aggregate of up to 3% of the Company’s outstanding shares of common stock over each rolling twelve-month period. During 2006, the Bank paid $2.5 million in dividends to the Company to fund the repurchase of 155,678 shares of the Company’s outstanding common stock. During 2005, the Bank paid $3.5 million in dividends to the Company to fund the repurchase of 174,979 shares of the Company’s outstanding common stock. The purpose of the stock repurchase program is to give management the ability to more effectively manage capital and create liquidity for shareholders who want to sell their stock. Management believes that the stock repurchase program has been a prudent use of excess capital.

The capital of the Bank historically has been maintained at a level that is in excess of regulatory guidelines. The policy of annual stock dividends has, over time, allowed the Bank to match capital and asset growth through retained earnings and a managed program of geographic growth.


IT E M 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk to a bank’s financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. The Bank has no exposure to foreign currency exchange risk or any specific exposure to commodity price risk. The Bank’s major area of market risk exposure is interest rate risk (“IRR”). The Bank’s exposure to IRR can be explained as the potential for change in the Bank’s reported earnings and/or the market value of its net worth. Variations in interest rates affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. Interest rate changes also affect the underlying economic value of the Bank’s assets, liabilities and off-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, changes with the interest rates. The effects of the changes in these present values reflect the change in the Bank’s underlying economic value and provide a basis for the expected change in future earnings related to the interest rate. IRR is inherent in the role of banks as financial intermediaries; however, a bank with a high IRR level may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities.

The responsibility for the Bank’s market risk sensitivity management has been delegated to the Asset/Liability Committee (“ALCO”). Specifically, ALCO utilizes computerized modeling techniques to monitor and attempt to control the influence that market changes have on rate sensitive assets and rate sensitive liabilities.

Market risk continues to be a major focal point of regulatory emphasis. In accordance with regulation, each bank is required to develop an IRR management program depending on its structure, including certain fundamental components, which are mandatory to ensure IRR management. These elements include appropriate board and management oversight, as well a comprehensive risk management process that effectively identifies, measures, monitors and controls risk. Should a bank have material weaknesses in its risk management process or high exposure relative to its capital, the bank regulatory agencies will take action to remedy these shortcomings. Moreover, the level of a bank’s IRR exposure and the quality of its risk management process is a determining factor when evaluating a bank’s capital adequacy.


The Bank utilizes the tabular presentation alternative in complying with quantitative and qualitative disclosure rules.

The following tables summarize the expected maturity, principal repricing, principal repayment and fair value of the financial instruments that are sensitive to changes in interest rates.

Interest Rate Sensitivity Analysis at December 31, 2006

   
Expected Maturity/Repricing/Principal Payment
         
In Thousands
 
Within 1
Year
 
1 Year to
3 Years
 
3 Years to
5 Years
 
After 5
Years
 
Total
Balance
 
Fair
Value
 
Interest-Sensitive Assets:
                                     
Federal funds sold
 
$
62,470
   
   
   
   
62,470
   
62,470
 
Average interest rate
   
5.31
%
 
   
   
   
5.31
%
 
 
Fixed rate investments
 
$
12,298
   
27,799
   
13,692
   
22,484
   
76,273
   
76,273
 
Average interest rate
   
4.90
%
 
5.22
%
 
5.22
%
 
6.09
%
 
5.43
%
 
 
Fixed rate loans (1)
 
$
52,221
   
23,571
   
20,637
   
18,169
   
114,598
   
114,665
 
Average interest rate
   
6.87
%
 
7.30
%
 
7.72
%
 
6.88
%
 
7.11
%
 
 
Variable rate loans (1)
 
$
174,338
   
63,695
   
47,230
   
75,688
   
360,951
   
361,283
 
Average interest rate
   
8.97
%
 
8.16
%
 
8.13
%
 
7.56
%
 
8.42
%
 
 
Loans held-for-sale
 
$
4,460
   
   
   
   
4,460
   
4,460
 
Average interest rate
   
6.35
%
 
   
   
   
6.35
%
 
 
                                       
Interest-Sensitive Liabilities:
                                     
NOW account deposits (2)
 
$
30,453
   
9,992
   
6,929
   
70,246
   
117,620
   
96,703
 
Average interest rate
   
1.10
%
 
1.10
%
 
1.10
%
 
1.10
%
 
1.10
%
 
 
Money market deposits (2)
 
$
37,513
   
6,431
   
5,359
   
57,875
   
107,178
   
90,573
 
Average interest rate
   
1.25
%
 
1.25
%
 
1.25
%
 
1.25
%
 
1.25
%
 
 
Savings deposits (2)
 
$
23,783
   
8,834
   
6,795
   
28,538
   
67,950
   
59,681
 
Average interest rate
   
1.65
%
 
1.65
%
 
1.65
%
 
1.65
%
 
1.65
%
 
 
Ce r tificates of deposit
 
$
104,673
   
5,535
   
3,228
   
   
113,436
   
113,563
 
Average interest rate
   
3.60
%
 
3.65
%
 
4.25
%
 
   
3.62
%
 
 
                                       
Borrowed funds (3)
 
$
858
   
10,123
   
   
   
10,981
   
10,528
 
Average interest rate
   
5.38
%
 
2.91
%
 
   
   
3.11
%
 
 
                                       
Interest-Sensitive Off-Balance Sheet Items:
                                     
Commitments to lend
   
   
   
   
 
$
198,200
   
1,487
 
Standby letters of credit
   
   
   
   
 
$
12,222
   
122
 

(1)
Based upon contractual maturity dates and interest rate repricing.
(2)
NOW, money market and savings deposits do not carry contractual maturity dates. The actual maturities of NOW, money market and savings deposits could vary substantially if future withdrawals differ from the Company’s historical experience.
(3)
Excludes interest on fixed rate obligations.

At December 31, 2006, federal funds sold of $62.5 million with a yield of 5.31% and investments of $12.3 million with a weighted-average, tax equivalent yield of 4.90% were scheduled to mature within one year. In addition, net loans (including loans held-for-sale) of $231.0 million with a weighted-average yield of 8.45% were scheduled to mature or reprice within the same time-frame. Overall, interest-earning assets scheduled to mature within one year totaled $305.8 million with a weighted-average, tax-equivalent yield of 7.78%. With respect to interest-bearing liabilities, based on historical withdrawal patterns, NOW accounts, money market and savings deposits of $91.7 million with a weighted-average cost of 1.30% were scheduled to mature within one year. Certificates of deposit totaling $104.7 million with a weighted-average cost of 3.60% were scheduled to mature in the same time-frame. In addition, borrowed funds totaling $0.9 million with a weighted-average cost of 5.38% were scheduled to mature within one year. Total interest-bearing liabilities scheduled to mature within one year equaled $197.3 million with a weighted-average cost of 2.54%.


Historical withdrawal patterns with respect to interest-bearing and non-interest-bearing transaction accounts are not necessarily indicative of future performance as the volume of cash flows may increase or decrease. Loan information is presented based on payment due dates and repricing dates, which may differ materially from actual results due to prepayments.

The Bank seeks to control IRR by matching assets and liabilities. One tool used to ensure market rate return is variable rate loans. Loans totaling $231.0 million or 48.1% of the total loan portfolio at December 31, 2006 (including loans held-for-sale) are subject to repricing within one year. Loan maturities in the after five year category decreased to $93.9 million at December 31, 2006 from $129.6 million at December 31, 2005.

The Bank is required by FASB 115 to mark to market the Available-for-Sale investments at the end of each quarter. Mark to market adjustments resulted in a reduction of $112,000 in other comprehensive income as reflected in the December 31, 2006 consolidated balance sheet. Mark to market adjustments during the year ended December 31, 2005 resulted in a reduction of $914,000 in other comprehensive income. These adjustments were the result of fluctuating interest rates.

IT E M 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

In response to this Item, the information set forth on pages 47 through 84 in this Annual Report is incorporated herein by reference.

Financial Statements Filed:

Management’s Report
Page 44
 
 
Reports of Independent Registered Public Accounting Firms
Page 45
   
Consolidated Balance Sheets as of December 31, 2006 and 2005
Page 47
   
Consolidated Statements of Operations for Years ended December 31, 2006, 2005, and 2004
Page 48
   
Consolidated Statements of Stockholders' Equity and Comprehensive Income for Years ended December 31, 2006, 2005, and 2004
Page 49
   
Consolidated Statements of Cash Flows for Years ended December 31, 2006, 2005, and 2004
Page 50
   
Notes to Consolidated Financial Statements
Page 51
 
Management’s Report
 
FIRST NORTHERN COMMUNITY BANCORP AND SUBSIDIARY
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of First Northern Community Bancorp and subsidiary (the "Company") is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control - Integrated Framework, management of the Company has concluded the Company maintained effective internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f), as of December 31, 2006.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is also responsible for the preparation and fair presentation of the consolidated financial statements and other financial information contained in this report. The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include, as necessary, best estimates and judgments by management. MOSS ADAMS LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2006, and the Company’s assertion as to the effectiveness of internal control over financial reporting as of December 31, 2006, as stated in their reports, which are included herein.


 
/s/ Owen J. Onsum
   
 
Owen J. Onsum
 
President/Chief Executive Officer/Director
 
(Principal Executive Officer)
   
   
 
/s/ Louise A. Walker
   
 
Louise A. Walker
 
Senior Executive Vice President/Chief Financial Officer
 
(Principal Financial Officer)

March 15, 2007


Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders
First Northern Community Bancorp:

We have audited the accompanying consolidated balance sheet of First Northern Community Bancorp and subsidiary (the Company) as of December 31, 2006 and the related consolidated statements of operations, stockholders’ equity and comprehensive income and cash flows for the year ended December 31, 2006. We have also audited management’s assessment, included in the accompanying Management Report on Internal Control over Financial Reporting, that the Company maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these financial statements, an opinion on management’s assessment, and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Northern Community Bancorp and subsidiary as of December 31, 2006 and the consolidated results of their operations and cash flows for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion management’s assessment that First Northern Community Bancorp and subsidiary maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control - Integrated Framework issued by the COSO. Furthermore, in our opinion, First Northern Community Bancorp and subsidiary maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by the COSO.

As discussed in notes 1 and 12 to the consolidated financial statements, effective January 1, 2006, the Company changed its method of accounting for share-based payment arrangements to conform to Statement of Financial Accounting Standard No. 123(R), “Share-Based Payment”.
 
/s/ MOSS ADAMS LLP

Stockton, California
March 15, 2007


Report of Independent Registered Public Accounting Firm
 

The Board of Directors and Stockholders
First Northern Community Bancorp:


We have audited the accompanying consolidated balance sheet of First Northern Community Bancorp and subsidiary as of December 31, 2005, and the related consolidated statments of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the two-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Northern Community Bancorp and subsidiary as of December 31, 2005, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.
 

/s/ KPMG LLP

Sacramento, California
March 15, 2007

 
FIRST NORTHERN COMMUNITY BANCORP
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 2006 and 2005
(in thousands, except share amounts)

   
2006
 
2005
 
Assets
             
               
Cash and due from banks
 
$
35,531
 
$
35,507
 
Federal funds sold
   
62,470
   
87,185
 
Investment securities - available-for-sale (includes securities pledged to creditors with the right to sell or repledge of $3,935 and $3,963, respectively)
   
76,273
   
48,788
 
Loans, net
   
475,549
   
456,061
 
Loans held-for-sale
   
4,460
   
4,440
 
Premises and equipment, net
   
8,060
   
8,311
 
Other real estate owned
   
375
   
268
 
Other assets
   
22,507
   
20,087
 
Total assets
 
$
685,225
 
$
660,647
 
               
Liabilities and Stockholders' Equity
             
Deposits:
             
Demand
 
$
197,498
 
$
192,436
 
Interest-bearing transaction deposits
   
117,620
   
85,560
 
Savings and MMDAs
   
175,128
   
185,878
 
Time, under $100,000
   
47,137
   
51,921
 
Time, $100,000 and over
   
66,299
   
65,986
 
Total Deposits
   
603,682
   
581,781
 
FHLB advances and other borrowings
   
10,981
   
14,969
 
Accrued interest payable and other liabilities
   
8,572
   
7,095
 
               
Total Liabilities
   
623,235
   
603,845
 
               
Stockholders' Equity:
             
Common stock, no par value; 16,000,000 shares authorized; 7,980,952 and 7,558,759 shares issued and outstanding in 2006 and 2005, respectively;
   
45,726
   
36,100
 
Additional paid-in capital
   
977
   
977
 
Retained earnings
   
15,792
   
19,606
 
Accumulated other comprehensive (loss) income, net
   
(505
)
 
119
 
Total stockholders’ equity
   
61,990
   
56,802
 
Commitments and contingencies
             
Total liabilities and stockholders’ equity
 
$
685,225
 
$
660,647
 

See accompanying notes to consolidated financial statements.

 
FIRST NORTHERN COMMUNITY BANCORP
AND SUBSIDIARY
Consolidated Statements of Operations
Years Ended December 31, 2006, 2005 and 2004
(in thousands, except share amounts)

   
2006
 
2005
 
2004
 
               
Interest income:
                   
Interest and fees on loans
 
$
41,894
 
$
35,838
 
$
27,873
 
Federal funds sold
   
2,986
   
2,587
   
972
 
Investment securities:
                   
Taxable
   
2,554
   
1,915
   
2,164
 
Non-taxable
   
636
   
562
   
610
 
Total interest income
   
48,070
   
40,902
   
31,619
 
Interest expense:
                   
Time deposits $100,000 and over
   
2,315
   
1,452
   
1,122
 
Other deposits
   
6,748
   
3,782
   
1,863
 
Other borrowings
   
363
   
495
   
441
 
Total interest expense
   
9,426
   
5,729
   
3,426
 
Net interest income
   
38,644
   
35,173
   
28,193
 
Provision for loan losses
   
735
   
600
   
207
 
Net interest income after provision for loan losses
   
37,909
   
34,573
   
27,986
 
Other operating income:
                   
Service charges on deposit accounts
   
2,820
   
2,400
   
2,203
 
Net realized gains on available-for-sale securities
   
   
15
   
3
 
Net realized gains on loans held-for-sale
   
45
   
763
   
742
 
Net realized gains on other real estate owned
   
6
   
323
   
32
 
Other income
   
2,418
   
2,219
   
2,234
 
Total other operating income
   
5,289
   
5,720
   
5,214
 
Other operating expenses:
                   
Salaries and employee benefits
   
17,455
   
15,916
   
13,545
 
Occupancy and equipment
   
3,673
   
3,236
   
3,042
 
Data processing
   
1,384
   
1,209
   
1,079
 
Stationery and supplies
   
524
   
481
   
486
 
Advertising
   
894
   
736
   
416
 
Directors fees
   
162
   
128
   
127
 
Other
   
5,127
   
5,107
   
4,248
 
Total other operating expenses
   
29,219
   
26,813
   
22,943
 
Income before income tax expense
   
13,979
   
13,480
   
10,257
 
Provision for income tax expense
   
5,169
   
4,792
   
3,550
 
Net income
 
$
8,810
 
$
8,688
 
$
6,707
 
Basic income per share
 
$
1.04
 
$
1.02
 
$
0.78
 
Diluted income per share
 
$
0.99
 
$
0.98
 
$
0.76
 

See accompanying notes to consolidated financial statements.


FIRST NORTHERN COMMUNITY BANCORP
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity and Comprehensive Income
Years Ended December 31, 2006, 2005 and 2004
(in thousands, except share amounts)

                   
Accumulated
     
           
Additional
     
Other
     
   
Common Stock
 
Comprehensive
 
Paid-in
 
Retained
 
Comprehensive
     
Description
 
Shares
 
Amounts
 
Income
 
Capital
 
Earnings
 
Income
 
Total
 
Balance at December 31, 2003
   
6,834,514
 
$
28,193
       
$
977
 
$
15,933
 
$
1,869
 
$
46,972
 
                                             
Comprehensive income:
                                           
Net income
             
$
6,707
       
$
6,707
       
$
6,707
 
Other comprehensive loss:
                                           
Unrealized holding losses arising during the current period, net of tax effect of $513
               
(770
)
                       
Reclassification adjustment due to gains realized, net of tax effect of $1
               
2
                         
Directors’ and officers’ retirement plan equity adjustments
               
(116
)
                       
Total other comprehensive loss, net of tax effect of $512
               
2(884
)
             
(884
)
 
(884
)
Comprehensive income
             
$
5,823
                         
6% stock dividend
   
410,214
   
5,537
               
(5,537
)
       
 
Cash in lieu of fractional shares
                           
(12
)
       
(12
)
Stock-based compensation and related tax benefits
         
360
                           
360
 
Common shares issued, including tax benefits
   
80,668
   
398
                           
398
 
Stock repurchase and retirement
   
(123,062
)
 
(1,640
)
                         
(1,640
)
Balance at December 31, 2004
   
7,202,334
   
32,848
         
977
   
17,091
   
985
   
51,901
 
                                             
Comprehensive income:
                                           
Net income
             
$
8,688
         
8,688
         
8,688
 
Other comprehensive loss:
                                           
Unrealized holding losses arising during the current period, net of tax effect of $615
               
(923
)
                       
Reclassification adjustment due to gains realized, net of tax effect of $6
               
9
                         
Directors’ and officers’ retirement plan equity adjustments
               
48
                         
Total other comprehensive loss, net of tax effect of $609
               
(866
)
             
(866
)
 
(866
)
Comprehensive income
             
$
7,822
                         
6% stock dividend
   
432,132
   
6,158
               
(6,158
)
       
 
Cash in lieu of fractional shares
                           
(15
)
       
(15
)
Stock-based compensation and related tax benefits
         
554
                           
554
 
Common shares issued, including tax benefits
   
99,262
   
394
                           
394
 
Stock repurchase and retirement
   
(174,969
)
 
(3,854
)
                         
(3,854
)
Balance at December 31, 2005
   
7,558,759
   
36,100
         
977
   
19,606
   
119
   
56,802
 
                                             
Comprehensive income:
                                           
Net income
             
$
8,810
         
8,810
         
8,810
 
Other comprehensive loss:
                                           
Unrealized holding losses arising during the current period, net of tax effect of $75
               
(112
)
                       
Reclassification adjustment due to gains realized, net of tax effect of $-0-
               
                         
Directors’ and officers’ retirement plan equity adjustments, net of tax effect of $341
               
(512
)
                       
Total other comprehensive loss, net of tax effect of $416
               
(624
)
             
(624
)
 
(624
)
Comprehensive income
             
$
8,186
                         
6% stock dividend
   
455,472
   
12,525
               
(12,525
)
       
 
Cash in lieu of fractional shares
                           
(15
)
       
(15
)
Accrued compensation
                           
(84
)
       
(84
)
Stock-based compensation and related tax benefits
         
817
                           
817
 
Common shares issued, including tax benefits
   
122,399
   
472
                           
472
 
Stock repurchase and retirement
   
(155,678
)
 
(4,188
)
                         
(4,188
)
Balance at December 31, 2006
   
7,980,952
 
$
45,726
       
$
977
 
$
15,792
 
$
(505
)
$
61,990
 
 
See accompanying notes to consolidated financial statements.


FIRST NORTHERN COMMUNITY BANCORP
AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years Ended December 31, 2006, 2005 and 2004
(in thousands, except share amounts)

   
2006
 
2005
 
2004
 
Cash flows from operating activities:
                   
Net income
 
$
8,810
 
$
8,688
 
$
6,707
 
Adjustments to reconcile net income to net cash provided by operating activities:
                   
Provision for loan losses
   
735
   
600
   
207
 
Stock plan accruals
   
395
   
286
   
204
 
Tax benefit for stock options
   
422
   
268
   
156
 
Depreciation and amortization
   
1,041
   
1,016
   
1,283
 
Accretion and amortization, net
   
(96
)
 
25
   
60
 
Net realized gains on available-for-sale securities
   
   
(15
)
 
(3
)
Net realized gains on loans held-for-sale
   
(45
)
 
(763
)
 
(742
)
Gain on sale of OREO
   
(6
)
 
(323
)
 
(32
)
Gain on sale of bank premises and equipment
   
   
(5
)
 
 
Benefit from deferred income taxes
   
(503
)
 
(666
)
 
(625
)
Proceeds from sales of loans held-for-sale
   
38,386
   
62,428
   
58,387
 
Originations of loans held-for-sale
   
(38,361
)
 
(62,386
)
 
(56,694
)
(Decrease) increase in deferred loan origination fees and costs, net
   
(355
)
 
(372
)
 
325
 
(Increase) decrease in accrued interest receivable and other assets
   
(2,016
)
 
(1,707
)
 
422
 
Increase in accrued interest payable and other liabilities
   
1,477
   
2,135
   
913
 
Net cash provided by operating activities
   
9,884
   
9,209
   
10,568
 
Cash flows from investing activities:
                   
Proceeds from maturities of available-for-sale securities
   
12,900
   
10,755
   
8,715
 
Proceeds from sales of available-for-sale securities
   
   
405
   
 
Principal repayments on available-for-sale securities
   
2,027
   
655
   
836
 
Purchase of available-for-sale securities
   
(42,503
)
 
(6,982
)
 
(15,807
)
Net increase in loans
   
(19,975
)
 
(26,855
)
 
(54,464
)
Purchases of bank premises and equipment
   
(790
)
 
(1,892
)
 
(745
)
Proceeds from bank premises and equipment
   
   
5
   
 
Proceeds from sale of other real estate owned
   
6
   
323
   
32
 
Net cash used in investing activities
   
(48,335
)
 
(23,586
)
 
(61,433
)
Cash flows from financing activities:
                   
Net increase in deposits
   
21,901
   
24,595
   
58,337
 
Net (decrease) increase in FHLB advances and other borrowings
   
(3,988
)
 
(487
)
 
5,883
 
Cash dividends paid in lieu of fractional shares
   
(15
)
 
(15
)
 
(12
)
Common stock issued
   
472
   
394
   
398
 
Tax benefit for stock options
   
(422
)
 
(268
)
 
(156
)
Repurchase of common stock
   
(4,188
)
 
(3,854
)
 
(1,640
)
Net cash provided by financing activities
   
13,760
   
20,365
   
62,966
 
Net change in cash and cash equivalents
   
(24,691
)
 
5,988
   
11,945
 
Cash and cash equivalents at beginning of year
   
122,692
   
116,704
   
104,759
 
Cash and cash equivalents at end of year
 
$
98,001
 
$
122,692
 
$
116,704
 

See accompanying notes to consolidated financial statements.


FIRST NORTHERN COMMUNITY BANCORP
AND SUBSIDIARY
Notes to Consolidated Financial Statements
Years Ended December 31, 2006, 2005 and 2004
(in thousands, except share amounts)
 
(1)
Summary of Significant Accounting Policies
 
First Northern Community Bancorp (the “Company”) is a bank holding company whose only subsidiary, First Northern Bank of Dixon (the “Bank”), a California state chartered bank, conducts general banking activities, including collecting deposits and originating loans, and serves Solano, Yolo, Sacramento, Placer and El Dorado Counties. All intercompany transactions between the Company and the Bank have been eliminated in consolidation.
 
The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates applied in the preparation of the accompanying consolidated financial statements. For the Bank the most significant accounting estimate is the allowance for loan losses. See footnote (1)(e). A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.
 
 
(a)
Cash Equivalents
 
For purposes of the consolidated statements of cash flows, the Company considers due from banks, federal funds sold for one-day periods and short-term bankers acceptances to be cash equivalents.
 
 
(b)
Investment Securities
 
Investment securities consist of U.S. Treasury securities, U.S. Agency securities, obligations of states and political subdivisions, obligations of U.S. Corporations, mortgage backed securities and other securities. At the time of purchase of a security the Company designates the security as held-to-maturity or available-for-sale, based on its investment objectives, operational needs and intent to hold. The Company does not purchase securities with the intent to engage in trading activity.
 
Held-to-maturity securities are recorded at amortized cost, adjusted for amortization or accretion of premiums or discounts. Available-for-sale securities are recorded at fair value with unrealized holding gains and losses, net of the related tax effect, reported as a separate component of stockholders’ equity until realized.
 
A decline in the market value of any available-for-sale or held-to-maturity security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity or available-for-sale security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned. Realized gains and losses for securities classified as available-for-sale and held-to-maturity are included in earnings and are derived using the specific identification method for determining the cost of securities sold.
 
Derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and hedging activities, are recognized as either assets or liabilities in the statement of financial position and measured at fair value. The Company did not hold any derivatives at December 31, 2006 and 2005.


 
(c)
Loans
 
Loans are reported at the principal amount outstanding, net of deferred loan fees and the allowance for loan losses. A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. For a loan that has been restructured, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms specified by the restructuring agreement. An impaired loan is measured based upon the present value of future cash flows discounted at the loan’s effective rate, the loan’s observable market price, or the fair value of collateral if the loan is collateral dependent. Interest on impaired loans is recognized on a cash basis. If the measurement of the impaired loan is less than the recorded investment in the loan, an impairment is recognized by a charge to the allowance for loan losses.
 
Unearned discount on installment loans is recognized as income over the terms of the loans by the interest method. Interest on other loans is calculated by using the simple interest method on the daily balance of the principal amount outstanding.
 
Loan fees net of certain direct costs of origination, which represent an adjustment to interest yield are deferred and amortized over the contractual term of the loan using the interest method.
 
Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is discontinued either when reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by ninety days or more with respect to interest or principal. When a loan is placed on non-accrual status, all interest previously accrued but not collected is reversed against current period interest income. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest. Restructured loans are loans on which concessions in terms have been granted because of the borrowers’ financial difficulties. Interest is generally accrued on such loans in accordance with the new terms.
 
 
(d)
Loans Held-for-Sale
 
Loans originated and held-for-sale are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income.
 
 
(e)
Allowance for Loan Losses
 
The allowance for loan losses is established through a provision charged to expense. Loans are charged off against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb losses inherent in existing loans and overdrafts on evaluations of collectibility and prior loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the portfolio, overall portfolio quality, loan concentrations, specific problem loans, commitments, and current and anticipated economic conditions that may affect the borrowers’ ability to pay. While management uses these evaluations to recognize the provision for loan losses, future provisions may be necessary based on changes in the factors used in the evaluations.
 
Material estimates relating to the determination of the allowance for loan losses are particularly susceptible to significant change in the near term. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, the Federal Deposit Insurance Corporation (“FDIC”), as an integral part of its examination process, periodically reviews the Bank’s allowance for loan losses. The FDIC may require the Bank to recognize additions to the allowance based on their judgment about information available to them at the time of their examination.
 

 
(f)
Premises and Equipment
 
Premises and equipment are stated at cost, less accumulated depreciation. Depreciation is computed substantially by the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the estimated useful lives of the improvements or the terms of the related leases, whichever is shorter. The useful lives used in computing deprecation are as follows:
 
Buildings and improvements
 
15 to 50 years
Furniture and equipment
 
3 to 10 years

 
(g)
Other Real Estate Owned
 
Other real estate acquired by foreclosure, is carried at the lower of the recorded investment in the property or its fair value less estimated selling costs. Prior to foreclosure, the value of the underlying loan is written down to the fair value of the real estate to be acquired by a charge to the allowance for loan losses, if necessary. Fair value of other real estate owned is generally determined based on an appraisal of the property. Any subsequent operating expenses or income, reduction in estimated values and gains or losses on disposition of such properties are included in other operating expenses.
 
Revenue recognition on the disposition of real estate is dependent upon the transaction meeting certain criteria relating to the nature of the property sold and the terms of the sale. Under certain circumstances, revenue recognition may be deferred until these criteria are met.
 
 
(h)
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
 
Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
 
 
(i)
Gain or Loss on Sale of Loans and Servicing Rights
 
Retained interests in loans sold are measured by allocating the previous carrying amount of the transferred assets between the loans sold and retained interests, if any, based on their relative fair value at the date of transfer. Fair values are estimated using discounted cash flows based on a current market interest rate.

A sale is recognized when the transaction closes and the proceeds are other than beneficial interests in the assets sold. A gain or loss is recognized to the extent that the sales proceeds and the fair value of the servicing asset exceed or are less than the book value of the loan. Additionally, a normal cost for servicing the loan is considered in the determination of the gain or loss.
 
When servicing rights are sold, a gain or loss is recognized at the closing date to the extent that the sales proceeds, less costs to complete the sale, exceed or are less than the carrying value of the servicing rights held.
 
Transfers and servicing of financial assets and extinguishments of liabilities are accounted for and reported based on consistent application of a financial-components approach that focuses on control. Transfers of financial assets that are sales are distinguished from transfers that are secured borrowings. Retained interests (mortgage servicing rights) in loans sold are measured by allocating the previous carrying amount of the transferred assets between the loans sold and retained interest, if any, based on their relative fair value at the date of transfer. Fair values are estimated using discounted cash flows based on a current market interest rate.

The Company recognizes a gain and a related asset for the fair value of the rights to service loans for others when loans are sold. The Company sold substantially all of its conforming long-term residential mortgage loans originated during the years ended December 31, 2006, 2005 and 2004 for cash proceeds equal to the fair value of the loans.


The recorded value of mortgage servicing rights is included in other assets, and is amortized in proportion to, and over the period of, estimated net servicing revenues. The Company assesses capitalized mortgage servicing rights for impairment based upon the fair value of those rights at each reporting date. For purposes of measuring impairment, the rights are stratified based upon the product type, term and interest rates. Fair value is determined by discounting estimated net future cash flows from mortgage servicing activities using discount rates that approximate current market rates and estimated prepayment rates, among other assumptions. The amount of impairment recognized, if any, is the amount by which the capitalized mortgage servicing rights for a stratum exceeds their fair value. Impairment, if any, is recognized through a valuation allowance for each individual stratum.

The Company had mortgage loans held-for-sale of $4,460 and $4,440 at December 31, 2006 and 2005, respectively. At December 31, 2006 and 2005, the Company serviced real estate mortgage loans for others of $112,742 and $112,743, respectively.

Mortgage servicing rights as of December 31, 2006 were $945. The balance as of December 31, 2005 was $973.

 
(j)
Income Taxes
 
The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
On July 15, 2002, the Bank made a $2,355 equity investment in a partnership, which owns low-income affordable housing projects that generate tax benefits in the form of federal and state housing tax credits. On December 31, 2004, the Bank transferred the amortized cost of the equity investment to a similar equity investment partnership which owns low income affordable housing projects that generate tax benefits in the form of federal and state tax credits. As a limited partner investor in this partnership, the Company receives tax benefits in the form of tax deductions from partnership operating losses and federal and state income tax credits. The federal and state income tax credits are earned over a 10-year period as a result of the investment property meeting certain criteria and are subject to recapture for non-compliance with such criteria over a 15-year period. The expected benefit resulting from the low-income housing tax credits is recognized in the period for which the tax benefit is recognized in the Company’s consolidated tax returns. This investment is accounted for using the effective yield method and is recorded in other assets on the balance sheet. Under the effective yield method, the Company recognizes tax credits as they are allocated and amortizes the initial cost of the investment to provide a constant effective yield over the period that tax credits are allocated to the Company. The effective yield is the internal rate of return on the investment, based on the cost of the investment and the guaranteed tax credits allocated to the Company. Any expected residual value of the investment was excluded from the effective yield calculation. Cash received from operations of the limited partnership or sale of the property, if any, will be included in earnings when realized or realizable.


 
(k)
Stock Option Plan
 
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payments,” which addresses the accounting for stock-based payment transactions whereby an entity receives employee services in exchange for equity instruments, including stock options. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and instead generally requires that such transactions be accounted for using a fair-value based method. The Company has elected the modified prospective transition method as permitted under SFAS No. 123R, and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006. Stock-based compensation for awards granted prior to January 1, 2006 is based upon the grant-date fair value of such compensation as determined under the pro forma provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” The Company issues new shares of common stock upon the exercise of stock options. See Note 12 of Notes to Consolidated Financial Statements (page 68).
 
 
(l)
Earnings Per Share (EPS)
 
Basic EPS includes no dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings of an entity. See Note 9 of Notes to Consolidated Financial Statements (page 67).
 
 
(m)
Comprehensive Income
 
Accounting principles generally accepted in the United States require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gain and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.
 
 
(n)
Fiduciary Powers
 
On July 1, 2002, the Bank received trust powers from applicable regulatory agencies and on that date began to offer fiduciary services for individuals, businesses, governments and charitable organizations in the Solano, Yolo, Sacramento, Placer and El Dorado County areas. The Bank’s full-service asset management and trust department, which offers and manages such fiduciary services, is located in downtown Sacramento.

 
(o)
Impact of Recently Issued Accounting Standards
 
In September 2006, the SEC released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), which is effective for fiscal years ending on or after November 15, 2006. SAB 108 provides guidance on how the effects of prior-year uncorrected financial statement misstatements should be considered in quantifying a current year misstatement. SAB 108 requires public companies to quantify misstatements using both an income statement (rollover) and balance sheet (iron curtain) approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. If prior year errors that had been previously considered immaterial now are considered material based on either approach, no restatement is required so long as management properly applied its previous approach and all relevant facts and circumstances were considered. Adjustments considered immaterial in prior years under the method previously used, but now considered material under the dual approach required by SAB 108, are to be recorded upon initial adoption of SAB 108. Management has completed its review and adopted the new guidance effective January 1, 2006. The impact of the adoption was a decrease in beginning retained earnings of $84, related to accrued vacation pay and accrued hourly compensation.


In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”). SFAS 158 requires the Company to (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the fiscal year, (c) recognize changes in the funded status of a defined postretirement plan in the year in which the changes occur (reported in comprehensive income) and (d) provide additional disclosure. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006. The requirement to measure the plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008.

As of December 31, 2006, the Company adopted SFAS No. 158. In accordance with this standard, the Company recorded the funded status of each of its defined benefit pension and postretirement plans as an asset or liability on its Consolidated Balance Sheet with a corresponding offset, net of taxes, recorded in Accumulated other comprehensive (loss) income within Stockholders’ Equity, resulting in an after-tax decrease in equity of $549. See Note 7 of Notes to Consolidated Financial Statements (page 60).

 
(p)
Reclassifications
 
Certain reclassifications have been made to the prior years’ financial statements to conform to the current year’s presentation.

(2)
Cash and Due from Banks
 
The Bank is required to maintain reserves with the Federal Reserve Bank based on a percentage of deposit liabilities. No aggregate reserves were required at December 31, 2006 and 2005. The Bank has met its average reserve requirements during 2006 and 2005 and the minimum required balance at December 31, 2006 and 2005.
 

(3)
Investment Securities
 
The amortized cost, unrealized gains and losses and estimated market values of investments in debt and other securities at December 31, 2006 are summarized as follows:
 
   
Amortized
cost
 
Unrealized
gains
 
Unrealized
losses
 
Estimated
market
value
 
Investment securities available for sale:
                         
U.S. Treasury securities
 
$
249
 
$
4
 
$
 
$
253
 
Securities of U.S. government agencies and corporations
   
31,887
   
82
   
(266
)
 
31,703
 
Obligations of states and political subdivisions
   
29,836
   
382
   
(25
)
 
30,193
 
Mortgage backed securities
   
12,084
   
23
   
(76
)
 
12,031
 
Total debt securities
   
74,056
   
491
   
(367
)
 
74,180
 
Other securities
   
2,093
   
   
   
2,093
 
   
$
76,149
 
$
491
 
$
(367
)
$
76,273
 

The amortized cost, unrealized gains and losses and estimated market values of investments in debt and other securities at December 31, 2005 are summarized as follows:
 
   
Amortized
cost
 
Unrealized
gains
 
Unrealized
losses
 
Estimated
market
value
 
Investment securities available for sale:
                         
U.S. Treasury securities
 
$
250
 
$
 
$
 
$
250
 
Securities of U.S. government agencies and corporations
   
21,924
   
16
   
(384
)
 
21,556
 
Obligations of states and political subdivisions
   
22,377
   
678
   
(8
)
 
23,047
 
Mortgage backed securities
   
1,795
   
8
   
   
1,803
 
Total debt securities
   
46,346
   
702
   
(392
)
 
46,656
 
Other securities
   
2,132
   
   
   
2,132
 
   
$
48,478
 
$
702
 
$
(392
)
$
48,788
 

Gross realized gains from sales of available-for-sales securities were $0, $15 and $3 for the years ended December 31, 2006, 2005 and 2004, respectively. Gross realized losses from sales of available-for-sale securities were $-0- for each of the years ended December 31, 2006, 2005 and 2004.


The amortized cost and estimated market value of debt and other securities at December 31, 2006, by contractual maturity, are shown in the following table:
 
   
Amortized
cost
 
Estimated
market
value
 
           
Due in one year or less
 
$
12,345
   
12,298
 
Due after one year through five years
   
41,556
   
41,491
 
Due after five years through ten years
   
9,640
   
9,800
 
Due after ten years
   
10,515
   
10,591
 
Other
   
2,093
   
2,093
 
   
$
76,149
   
76,273
 
 
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities due after one year through five years included mortgage-backed securities totaling $11,996. The maturities on these securities were based on the average lives of the securities.
 
An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of December 31, 2006, follows:
 
   
Less than 12 months
 
12 months or more
 
Total
 
   
Fair
Value
 
Unrealized
losses
 
Fair
Value
 
Unrealized
losses
 
Fair
Value
 
Unrealized
losses
 
                           
Securities of U.S. government agencies and corporations
 
$
8,867
 
$
(59
)
$
14,740
 
$
(207
)
$
23,607
 
$
(266
)
Obligations of states and political subdivisions
   
3,929
   
(20
)
 
225
   
(5
)
 
4,154
   
(25
)
Mortgage backed securities
   
8,156
   
(76
)
 
   
   
8,156
   
(76
)
Total
 
$
20,952
 
$
(155
)
$
14,965
 
$
(212
)
$
35,917
 
$
(367
)
 
No decline in value was considered “other than temporary” during 2006. The unrealized losses on investments in U.S. government agency securities were caused by market interest rate increases that occurred after these securities were purchased. Thirty-one securities that had a fair market value of $20,952 and a total unrealized loss of $155 have been in an unrealized loss position for less than twelve months as of December 31, 2006. In addition, sixteen securities with a fair market value of $14,965 and a total unrealized loss of $212 that have been in an unrealized loss position for more than twelve months as of December 31, 2006. Due to the fact the Company has the ability and intent to hold these investments until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.

Investment securities carried at $26,675 and $22,042 at December 31, 2006 and 2005, respectively, were pledged to secure public deposits or for other purposes as required or permitted by law.
 
The Bank is a member of the Federal Home Loan Bank (“FHLB”) and holds stock, which is included in securities, carried at cost which approximates fair value of $1,983 and $2,022 at December 31, 2006 and 2005, respectively.


(4)
Loans
 
The composition of the Bank’s loan portfolio at December 31, is as follows:
 
   
2006
 
2005
 
Commercial
 
$
99,138
   
88,816
 
Agriculture
   
39,346
   
33,458
 
Real estate:
             
Mortgage
   
231,920
   
233,049
 
Commercial and Construction
   
108,795
   
105,472
 
Installment and other loans
   
5,470
   
4,297
 
     
484,669
   
465,092
 
Allowance for loan losses
   
(8,361
)
 
(7,917
)
Net deferred origination fees and costs
   
(759
)
 
(1,114
)
Loans, net
 
$
475,549
   
456,061
 

As of December 31, 2006, approximately 22% of the Bank’s loans are for real estate construction. Additionally approximately 48% of the Bank’s loans are mortgage type loans which are secured by residential real estate. Approximately 29% of the Bank’s loans are for general commercial uses including professional, retail, agricultural and small businesses. Generally, real estate loans are secured by real property and other loans are secured by funds on deposit, business or personal assets. Repayment is generally expected from the proceeds of the sales of property for real estate construction loans, and from cash flows of the borrower for other loans. The Bank’s access to this collateral is through foreclosure and/or judicial procedures. The Bank’s exposure to credit loss if the real estate or other security proved to be of no value is the outstanding loan balance.
 
Loans that were sold and were being serviced by the Bank totaled approximately $112,742 and $112,743 at December 31, 2006 and 2005, respectively.
 
Non-accrual loans totaled approximately $3,399 and $2,073 at December 31, 2006 and 2005, respectively. If interest on these non-accrual loans had been accrued, such income would have approximated $280 and $101 during the years ended December 31, 2006 and 2005, respectively.
 
Loans 90 days past due and still accruing totaled approximately $37 and $178 at December 31, 2006 and 2005, respectively.
 
The Bank did not restructure any loans in 2006 or 2005.
 
Impaired loans are loans for which it is probable that the Bank will not be able to collect all amounts due. Impaired loans totaled approximately $3,399 and $2,073 at December 31, 2006 and 2005, respectively, and had related valuation allowances of approximately $122, and $201 at December 31, 2006 and 2005, respectively. The average outstanding balance of impaired loans was approximately $2,710, $3,221, and $2,108, on which $113, $100, and $64 of interest income was recognized for the years ended December 31, 2006, 2005 and 2004, respectively.

Loans in the amount of $161,222 and $163,385 at December 31, 2006 and 2005, respectively, were pledged under a blanket collateral lien to secure actual and potential borrowings from the Federal Home Loan Bank.
 
Changes in the allowance for loan losses for the following years ended December 31, are summarized as follows:
 
   
2006
 
2005
 
2004
 
               
Balance, beginning of year
 
$
7,917
   
7,445
   
7,006
 
Provision for loan losses
   
735
   
600
   
207
 
Loans charged-off
   
(1,060
)
 
(855
)
 
(382
)
Recoveries of loans previously charged-off
   
769
   
727
   
614
 
Balance, end of year
 
$
8,361
   
7,917
   
7,445
 
 

(5)
Premises and Equipment
 
Premises and equipment consist of the following at December 31 of the indicated years:
 
   
2006
 
2005
 
           
Land
 
$
2,718
 
$
2,718
 
Buildings
   
4,484
   
4,454
 
Furniture and equipment
   
10,325
   
9,639
 
Leasehold improvements
   
1,539
   
1,465
 
               
     
19,066
   
18,276
 
Less accumulated depreciation
   
11,006
   
9,965
 
               
   
$
8,060
 
$
8,311
 
 
Depreciation and amortization expense, included in occupancy and equipment expense, is $1,041, $1,016 and $1,016 for the years ended December 31, 2006, 2005 and 2004, respectively.
 
(6)
Other Assets
 
Other assets consisted of the following at December 31 of the indicated years:
 
   
2006
 
2005
 
Accrued interest
 
$
3,832
 
$
3,119
 
Software, net of amortization
   
346
   
421
 
Officer’s Life Insurance
   
9,995
   
9,159
 
Prepaid and other
   
2,900
   
2,872
 
Investment in Limited Partnerships
   
1,747
   
1,875
 
Deferred tax assets, net (see note 8)
   
3,687
   
2,641
 
               
   
$
22,507
 
$
20,087
 
 
The Company amortizes capitalized software costs on a straight-line basis using a useful life from three to five years.
 
Software amortization expense, included in other operating expense, is $243, $248 and $267 for the years ended December 31, 2006, 2005 and 2004, respectively.
 
The Bank held other real estate owned (OREO) in the amount of $375 and $268 as of December 31, 2006 and 2005, respectively. The Bank had no allowance for losses on OREO recorded for these years.
 
(7)
Supplemental Compensation Plans
 
EXECUTIVE SALARY CONTINUATION PLAN
 
Pension Benefit Plans

On July 19, 2001, the Company and the Bank approved an unfunded non-contributory defined benefit pension plan (“Salary Continuation Plan”) and related split dollar plan for a select group of highly compensated employees. The plan provides defined benefit levels between $50 and $125 depending on responsibilities at the Bank. The retirement benefits are paid for 10 years following retirement at age 65. Reduced retirement benefits are available after age 55 and 10 years of service.


Additionally, the Company and the Bank adopted a new supplemental executive retirement plan (“SERP”) in 2006. The new plan is intended to integrate the various forms of retirement payments offered to executives. There are currently two participants in the plan.

The plan benefit is calculated using 3-year average salary plus 7-year average bonus (average compensation). For each year of service the benefit formula credits 2% of average compensation (2.5% for the CEO) up to a maximum of 50%. Therefore, for an executive serving 25 years (20 for the CEO), the target benefit is 50% of average compensation.

The target benefit is reduced for other forms of retirement income provided by the bank. Reductions are made for 50% of the social security benefit expected at age 65 and for the accumulated value of contributions the bank makes to the executive’s profit sharing plan. For purposes of this reduction, contributions to the profit sharing plan are accumulated each year at a 3-year average of the yields on 10-year treasury securities. Retirement benefits are paid monthly for 120 months plus 6 months for each full year of service over 10 years, up to a maximum of 180 months.

Reduced benefits are payable for retirement prior to age 65. Should retirement occur prior to age 65, the benefit determined by the formula described above is reduced 5% for each year payments commence prior to age 65. Therefore, the new SERP benefit is reduced 50% for retirement at age 55. No benefit is payable for voluntary terminations prior to age 55.

Eligibility to participate in the Plan is limited to a select group of management or highly compensated employees of the bank that are designated by the Board. 

The Bank uses a December 31 measurement date for these plans.

   
For the Year Ended December 31,
 
   
2006
 
2005
 
2004
 
               
Change in benefit obligation
                   
Benefit obligation at beginning of year
 
$
1,079
 
$
885
 
$
596
 
Service cost
   
183
   
160
   
156
 
Interest cost
   
65
   
53
   
47
 
Amendments
   
798
   
   
 
Plan loss (gain)
   
(40
)
 
(19
)
 
86
 
Benefits Paid
   
(45
)
 
   
 
Benefit obligation at end of year
 
$
2,040
 
$
1,079
 
$
885
 
                     
Change in plan assets
                   
Employer Contribution
 
$
45
 
$
 
$
 
Benefits Paid
   
(45
)
 
   
 
Fair value of plan assets at end of year
 
$
 
$
 
$
 
                     
Reconciliation of funded status
                   
Funded status
 
$
(2,040
)
$
(1,079
)
$
(885
)
Unrecognized net plan loss (gain)
   
(19
)
 
21
   
40
 
Unrecognized prior service cost
   
933
   
148
   
161
 
Net amount recognized
 
$
(1,126
)
$
(910
)
$
(684
)
                     
Amounts recognized in the consolidated balance sheets consist of:
                   
Accrued benefit liability
 
$
(2,040
)
$
(1,079
)
$
(885
)
Intangible asset
   
   
148
   
161
 
Accumulated other comprehensive income
   
914
   
21
   
40
 
Net amount recognized
 
$
(1,126
)
$
(910
)
$
(684
)
 
   
For the Year Ended December 31,
 
   
2006
 
2005
 
2004
 
Components of net periodic benefit cost
                   
Service cost
 
$
183
 
$
160
 
$
156
 
Interest cost
   
65
   
54
   
47
 
Amortization of prior service cost
   
13
   
13
   
13
 
Net periodic benefit cost
   
261
   
227
   
216
 
Additional amounts recognized
   
   
   
 
Total benefit cost
 
$
261
 
$
227
 
$
216
 
                     
Additional Information
                   
Minimum benefit obligation at year end
 
$
2,040
 
$
1,079
 
$
885
 
Increase (decrease) in minimum liability included in other comprehensive income
 
$
893
 
$
(19
)
$
40
 

Assumptions used to determine benefit obligations at December 31
 
2006
 
2005
 
2004
 
               
Discount rate used to determine net periodic benefit cost for years ended December 31
   
5.30
%
 
5.10
%
 
6.25
%
                     
Discount rate used to determine benefit obligations at December 31
   
5.40
%
 
5.30
%
 
5.10
%
                     
Future salary increases
   
6.00
%
 
   
 

Plan Assets

The Bank informally funds the liabilities of this plan through life insurance purchased on the lives of plan participants. This informal funding does not meet the definition of plan assets within the meaning of pension accounting standards. Therefore, assets held for this purpose are not disclosed as part of the Salary Continuation Plan.

Cash Flows

Contributions and Estimated Benefit Payments

For unfunded plans, contributions to the plan are the benefit payments made to participants. The Bank paid $45,120 benefit payments during fiscal 2006. The following benefit payments, which reflect expected future service, are expected to be paid in future fiscal years:

Year ending December 31,
Pension Benefits
2007
$54
2008
54
2009
54
2010
197
2011
197
2012-2016
1,151

Disclosure of settlements and curtailments:

There were no events during fiscal 2006 that would constitute a curtailment or settlement within the meaning of SFAS No. 88.


Impact of Adopting SFAS No. 158 at December 31, 2006:

Reconciliation of funded status
             
   
Before
Adoption
 
Impact
 
After
Adoption
 
Funded Status
 
$
(2,040
)
$
 
$
(2,040
)
Unrecognized net plan loss (gain)
   
(19
)
 
   
(19
)
Unrecognized prior service cost
   
933
   
   
933
 
Net amount recognized
 
$
(1,126
)
$
 
$
(1,126
)
                     
Amounts recognized in the statement of financial position consist of:
                   
Accrued benefit liability
 
$
(1,725
)
$
(315
)
$
(2,040
)
Intangible asset
   
599
   
(599
)
 
 
Accumulated other comprehensive income
   
   
914
   
914
 
Fair value of plan assets at end of year
 
$
(1,126
)
$
 
$
(1,126
)

DIRECTORS’ RETIREMENT PLAN
 
Pension Benefit Plans

On July 19, 2001, the Company and the Bank approved an unfunded non-contributory defined benefit pension plan ("Directors’ Retirement Plan") and related split dollar plan for the directors of the bank. The plan provides a retirement benefit equal to $1 per year of service as a director, up to a maximum benefit amount of $15. The retirement benefit is payable for 10 years following retirement at age 65. Reduced retirement benefits are available after age 55 and 10 years of service.

The Bank uses a December 31 measurement date for this plan.

   
For the Year Ended December 31,
 
   
2006
 
2005
 
2004
 
Change in benefit obligation
             
Benefit obligation at beginning of year
 
$
402
 
$
347
 
$
244
 
Service cost
   
54
   
73
   
71
 
Interest cost
   
24
   
21
   
19
 
Plan loss (gain)
   
4
   
(23
)
 
28
 
Benefits paid
   
(15
)
 
(15
)
 
(15
)
Benefit obligation at end of year
 
$
469
 
$
403
 
$
347
 
Change in plan assets
                   
Employer contribution
 
$
15
 
$
15
 
$
15
 
Benefits paid
   
(15
)
 
(15
)
 
(15
)
Fair value of plan assets at end of year
 
$
 
$
 
$
 
Reconciliation of funded status
                   
Funded status
 
$
(469
)
$
(403
)
$
(347
)
Unrecognized net plan loss
   
50
   
47
   
76
 
Net amount recognized
 
$
(419
)
$
(356
)
$
(271
)
Amounts recognized in the statement of financial position consist of:
                   
Accrued benefit liability
 
$
(469
)
$
(403
)
$
(347
)
Accumulated other comprehensive income
   
50
   
47
   
76
 
Net amount recognized
 
$
(419
)
$
(356
)
$
(271
)

   
For the Year Ended December 31,
 
   
2006
 
2005
 
2004
 
               
Components of net periodic benefit cost
                   
Service cost
 
$
54
 
$
73
 
$
71
 
Interest cost
   
24
   
21
   
19
 
Recognized actuarial (gain)/loss
   
1
   
5
   
3
 
Net periodic benefit cost
   
79
   
99
   
93
 
Additional amounts recognized
   
   
   
 
Total benefit cost
 
$
79
 
$
99
 
$
93
 
                     
Additional Information
                   
Minimum benefit obligation at year end
 
$
469
 
$
403
 
$
347
 
Increase (decrease) in minimum liability included in other comprehensive loss
 
$
3
 
$
( 28
)
$
25
 

Assumptions used to determine benefit obligations at December 31
 
2006
 
2005
 
2004
 
               
Discount rate used to determine net periodic benefit cost for years ended December 31
   
5.30
%
 
5.10
%
 
6.25
%
                     
Discount rate used to determine benefit obligations at December 31
   
5.20
%
 
5.30
%
 
5.10
%

Plan Assets

The Bank informally funds the liabilities of this plan through life insurance purchased on the lives of plan participants. This informal funding does not meet the definition of plan assets within the meaning of pension accounting standards. Therefore, assets held for this purpose are not disclosed as part of the Director’s Retirement Plan.

Cash Flows

Contributions and Estimated Benefit Payments

For unfunded plans, contributions to the plan are the benefit payments made to participants. The Bank paid $15 in benefit payments during fiscal 2006. The following benefit payments, which reflect expected future service, are expected to be paid in future fiscal years:

Year ending December 31,
Pension Benefits
2007
$15
2008
21
2009
45
2010
59
2011
70
2012-2016
369

Disclosure of settlements and curtailments:

There were no events during fiscal 2006 that would constitute a curtailment or settlement within the meaning of SFAS No. 88.


Impact of Adopting SFAS No. 158 at December 31, 2006:

Reconciliation of funded status
             
   
Before
Adoption
 
Impact
 
After
Adoption
 
Funded Status
 
$
(469
)
$
 
$
(469
)
Unrecognized net plan loss
   
50
   
   
50
 
Net amount recognized
 
$
(419
)
$
 
$
(419
)
                     
Amounts recognized in the statement of financial position consist of:
                   
Accrued benefit liability
 
$
(469
)
$
 
$
(469
)
Accumulated other comprehensive income
   
50
   
   
50
 
Fair value of plan assets at end of year
 
$
(419
)
$
 
$
(419
)

EXECUTIVE ELECTIVE DEFERRED COMPENSATION PLAN — 2001 EXECUTIVE DEFERRAL PLAN.

On July 19, 2001, the Bank approved a revised Executive Elective Deferred Compensation Plan, — the 2001 Executive Deferral Plan previously called “1995 Executive Deferral Plan”, for certain officers to provide them the ability to make elective deferrals of compensation due to tax-law limitations on benefit levels under qualified plans. Deferred amounts earn interest at an annual rate determined by the Bank’s Board. The plan is a non-qualified plan funded with bank owned life insurance policies taken on the life of the officer. During the year ended December 31, 2001, the Bank purchased insurance making a single-premium payment aggregating $1,125, which is reported in other assets. The Bank is the beneficiary and owner of the policies. The cash surrender value of the related insurance policies as of December 31, 2006 and 2005 totaled $1,758 and $1,699, respectively. The accrued liability for the plan as of December 31, 2006 and 2005 totaled $252 and $91, respectively. The expenses for the plan for the years ended December 31, 2006, 2005 and 2004 totaled $43, $30 and $30, respectively.


DIRECTOR ELECTIVE DEFERRED FEE PLAN — 2001 DIRECTOR DEFERRAL PLAN.

On July 19, 2001, the Bank approved a Director Elective Deferred Fee Plan, — the 2001 Director Deferral Plan for directors to provide them the ability to make elective deferrals of fees. Deferred amounts earn interest at annual rate determined by the Bank’s Board. The plan is a non-qualified plan funded with bank owned life insurance policies taken on the life of the director. The Bank is the beneficiary and owner of the policies. The cash surrender value of the related insurance policies as of December 31, 2006 and 2005 totaled $93 and $90, respectively. The accrued liability for the plan as of December 31, 2006 and 2005 totaled $5 and $4, respectively. The expenses for the plan for the years ended December 31, 2006, 2005 and 2004 totaled $1, $1 and $1, respectively.


(8)
Income Taxes
 
The provision for income tax expense consists of the following for the years ended December 31:
 
   
2006
 
2005
 
2004
 
Current:
             
Federal
 
$
4,461
 
$
4,076
 
$
3,193
 
State
   
1,211
   
1,382
   
982
 
     
5,672
   
5,458
   
4,175
 
Deferred:
                   
Federal
   
(112
)
 
(488
)
 
(495
)
State
   
(391
)
 
(178
)
 
(130
)
     
(503
)
 
(666
)
 
(625
)
   
$
5,169
 
$
4,792
 
$
3,550
 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2006 and 2005 consist of:
 
   
2006
 
2005
 
Deferred tax assets:
         
Allowance for loan losses
 
$
3,844
 
$
3,326
 
Deferred compensation
   
336
   
230
 
Retirement compensation
   
629
   
521
 
Stock option compensation
   
439
   
276
 
Post retirement benefits
   
386
   
276
 
Current state franchise taxes
   
284
   
454
 
Non-accrual interest
   
43
   
13
 
Other
   
6
   
 
Deferred tax assets
   
5,967
   
4,820
 
Less valuation allowance
   
   
(83
)
Total deferred tax assets
   
5,967
   
4,737
 
Deferred tax liabilities:
             
Fixed assets
   
1,506
   
1,683
 
FHLB dividends
   
170
   
141
 
Tax credit - loss on passthrough
   
212
   
42
 
Deferred loan costs
   
231
   
 
Other
   
111
   
106
 
Investment securities unrealized gains
   
50
   
124
 
Total deferred tax liabilities
   
2,280
   
2,096
 
Net deferred tax assets (see note 6)
 
$
3,687
 
$
2,641
 

Based upon the level of historical taxable income and projections for future taxable income over the periods during which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences.
 
   
2006
 
2005
 
2004
 
               
Income tax expense at statutory rates
 
$
4,753
 
$
4,583
 
$
3,487
 
Reduction for tax exempt interest
   
(213
)
 
(205
)
 
(207
)
State franchise tax, net of federal income tax benefit
   
541
   
750
   
734
 
CSV of life insurance
   
(114
)
 
(90
)
 
(119
)
Other
   
202
   
(246
)
 
(345
)
   
$
5,169
 
$
4,792
 
$
3,550
 
 
A reconciliation of income taxes computed at the federal statutory rate of 34% and the provision for income taxes as follows:


(9)
Outstanding Shares and Earnings Per Share
 
On January 25, 2007, the Board of Directors of the Company declared a 6% stock dividend payable as of March 30, 2007 to shareholders of record as of February 28, 2007. All income per share amounts have been adjusted to give retroactive effect to stock dividends and stock splits.

Earnings Per Share (“EPS”)  
 
Basic and diluted earnings per share for the years ended December 31, were computed as follows:
 
   
2006
 
2005
 
2004
 
               
Basic earnings per share:
                   
                     
Net income
 
$
8,810
 
$
8,688
 
$
6,707
 
Weighted average common shares outstanding
   
8,468,643
   
8,531,880
   
8,585,409
 
Basic EPS
 
$
1.04
 
$
1.02
 
$
0.78
 
                     
Diluted earnings per share:
                   
                     
Net income
 
$
8,810
 
$
8,688
 
$
6,707
 
Weighted average common shares outstanding
   
8,468,643
   
8,531,880
   
8,585,409
 
Effect of dilutive options
   
414,282
   
349,716
   
224,507
 
     
8,882,925
   
8,881,596
   
8,809,916
 
Diluted EPS
 
$
0.99
 
$
0.98
 
$
0.76
 
 

(10)
Related Party Transactions
 
The Bank, in the ordinary course of business, has loan and deposit transactions with directors and executive officers. In management’s opinion, these transactions were on substantially the same terms as comparable transactions with other customers of the Bank. The amount of such deposits totaled approximately $2,338 and $2,339 at December 31, 2006 and 2005, respectively.

The following is an analysis of the activity of loans to executive officers and directors for the years ended December 31:
 
   
2006
 
2005
 
2004
 
               
Outstanding balance, beginning of year
 
$
304
 
$
217
 
$
1,187
 
Credit granted
   
58
   
626
   
578
 
Repayments
   
(89
)
 
(539
)
 
(1,548
)
                     
Outstanding balance, end of year
 
$
273
 
$
304
 
$
217
 
 
(11)
Profit Sharing Plan
 
The Bank maintains a profit sharing plan for the benefit of its employees. Employees who have completed 12 months and 1,000 hours of service are eligible. Under the terms of this plan, a portion of the Bank’s profits, as determined by the Board of Directors, will be set aside and maintained in a trust fund for the benefit of qualified employees. Contributions to the plan, included in salaries and employee benefits in the consolidated statements of operations, were $1,607, $1,569 and $1,207 in 2006, 2005 and 2004, respectively.
 
(12)
Stock Compensation Plans
 
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payments,” which addresses the accounting for stock-based payment transactions whereby an entity receives employee services in exchange for equity instruments, including stock options. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and instead generally requires that such transactions be accounted for using a fair-value based method. The Company has elected the modified prospective transition method as permitted under SFAS No. 123R, and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006. Stock-based compensation for awards granted prior to January 1, 2006 is based upon the grant-date fair value of such compensation as determined under the pro forma provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” The Company issues new shares of common stock upon the exercise of stock options.
 
Prior to the adoption of SFAS No. 123R, the Company during the first quarter of fiscal 2003, adopted the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123, for stock-based employee compensation, effective as of the beginning of the fiscal year. Under the prospective method of adoption selected by the Company, stock-based employee compensation recognized for all stock options granted after January 1, 2003 is based on the fair value recognition provisions of Statement 123. For stock options issued prior to January 1, 2003, the Company is using the intrinsic value method, under which compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied to all outstanding and unvested awards in each period.


The following table presents basic and diluted EPS for the years ended December 31, 2005 and 2004.

   
2005
 
2004
 
           
Net income as reported
 
$
8,688
 
$
6,707
 
               
Add: Stock-based employee compensation included in reported net income, net of related tax effects
   
286
   
204
 
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
   
(367
)
 
(363
)
               
Net income Pro forma under SFAS No. 123
 
$
8,607
 
$
6,548
 
               
Basic earnings per share:
             
As reported
 
$
1.02
 
$
0.78
 
 
             
Pro forma under SFAS No. 123
 
$
1.01
 
$
0.76
 
               
Diluted earnings per share:
             
As reported
 
$
0.98
 
$
0.76
 
               
Pro forma under SFAS No. 123
 
$
0.97
 
$
0.74
 
 
As of December 31, 2006, the Company has the following share-based compensation plans:
 
The Company has two fixed stock option plans. Under the 2000 Employee Stock Option Plan, the Company may grant options to an employee for an amount up to 25,000 shares of common stock each year. There are 1,657,746 shares authorized under the plan. The plan will terminate February 27, 2007. The Compensation Committee of the Board of Directors is authorized to prescribe the terms and conditions of each option, including exercise price, vestings or duration of the option. Generally, options vest at a rate of 25% per year after the first anniversary of the date of grant. Options are granted at the fair value of the related common stock on the date of grant.
 
Under the 2000 Outside Directors Non-statutory Stock Option Plan, the Company may grant options to an outside director for an amount up to 19,881 shares of common stock during the director’s lifetime. There are 497,315 shares authorized under the Plan. The Plan will terminate February 27, 2007. The exercise price of each option equals the fair value of the Company’s stock on the date of grant, and an option’s maximum term is five years. Options vest at the rate of 20% per year beginning on the grant date. Other than a grant of 19,881 shares to a new director, any future grants require stockholder approval.
 
Stock option activity for the employee and outside director’s stock option plans during the years indicated is as follows:
 
   
Employee stock
option plan
 
Outside directors
stock option plan
 
   
Number of
shares
 
Weighted
average
exercise price
 
Number of
shares
 
Weighted
average
exercise price
 
                   
Balance at December 31, 2005
   
602,696
   
8.84
   
   
 
Granted
   
57,790
   
24.98
   
   
 
Exercised
   
(132,108
)
 
7.52
   
   
 
Cancelled
   
(10,425
)
 
10.48
   
   
 
                           
Balance at December 31, 2006
   
517,953
 
$
10.94
   
 
$
 

The 2000 Employee Stock Option Plan permits stock-for-stock exercises of shares. During 2006, employees tendered 29,959 (adjusted for stock options exercised before stock dividend) mature shares in stock-for-stock exercises. Matured shares are those held by employees longer than six months.


The following table presents information on stock options for the year ended December 31, 2006:
 
   
Number
of Shares
 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
 
Weighted
Average
Remaining
Contractual
Term
 
Options exercised
   
132,108
 
$
7.52
 
$
2,427
       
Stock options fully vested and expected to vest:
   
517,953
 
$
10.94
 
$
6,246
   
5.90
 
Stock options vested and currently exercisable:
   
334,849
 
$
8.12
 
$
4,899
   
4.78
 

The weighted average fair value per share of options granted during the years ended December 31 was $7.75 in 2006, $3.98 in 2005 and $3.33 in 2004.

At December 31, 2006, the range of exercise prices for all outstanding options ranged from $4.27 to $27.75.

The following table provides certain information with respect to stock options outstanding at December 31, 2006:

Range of exercise prices
 
Stock options
outstanding
 
Weighted average
exercise price
 
Weighted average
remaining
contractual life
             
  Under $ 11.10
 
373,972
 
$    8.19
 
4.90
$ 11.10 to $ 16.65
 
   80,891
 
    12.89
 
8.02
$ 16.65 to $ 24.97
 
  54,590
 
    24.30
 
9.04
$ 24.97 to $ 27.75
 
    8,500
 
    27.57
 
9.41
             
   
517,953
 
$  10.94
 
5.90

 
The following table provides certain information with respect to stock options exercisable at December 31, 2006:
 
Range of exercise prices
 
Stock options
exercisable
 
Weighted average
exercise pric e
         
  Under $ 11.10
 
313,298
 
$   8.19
$ 11.10 to $ 16.65
 
  20,226
 
    12.89
$ 16.65 to $ 24.97
 
    1,325
 
    22.17
         
   
334,849
 
$   8.12

As of December 31, 2006, there was $646 of total unrecognized compensation related to non-vested stock options. This cost is expected to be recognized over a weighted average period of approximately 1.6 years.

The Company determines fair value at grant date using the Black-Scholes-Merton pricing model that takes into account the stock price at the grant date, the exercise price, the risk free interest rate, the volatility of the underlying stock and the expected life of the option.

The weighted average assumptions used in the pricing model are noted in the following table. The expected term of options granted is derived from historical data on employee exercise and post-vesting employment termination behavior. The risk free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected volatility is based on both the implied volatilities from the traded option on the Company’s stock and historical volatility on the Company’s stock.


For options granted prior to January 1, 2006, and valued in accordance with FAS 123, the expected volatility used to estimate the fair value of the options was based solely on the historical volatility of First Northern Bank’s (the “Bank”) stock. The Bank recognized option forfeitures as they occurred.
 
The Bank expenses the fair value of the option on a straight line basis over the vesting period. The Bank estimates forfeitures and only recognizes expense for those shares expected to vest. The Bank’s estimated forfeiture rate for 2006, based on historical forfeiture experience, is approximately 0.0%.
 
The following table shows our weighted average assumptions used in valuing stock options granted for the years ended December 31:
 
   
2006
 
2005
 
2004
 
Risk Free Interest Rate
   
4.57
%
 
3.73
%
 
3.76
%
                     
Expected Dividend Yield
   
0.00
%
 
0.00
%
 
0.00
%
                     
Expected Life in Years
   
4.67
   
6.00
   
6.00
 
                     
Expected Price Volatility
   
26.39
%
 
26.04
%
 
23.80
%
 
Employee Stock Purchase Plan
 
Under the First Northern Community Bancorp 2006 Amended Employee Stock Purchase Plan (the “Plan”), the Company is authorized to issue to an eligible employee shares of common stock. There are 250,000 shares authorized under the Plan. The Plan will terminate March 15, 2016. The Plan is implemented by participation periods of not more than twenty-seven months each. The Board of Directors determines the commencement date and duration of each participation period. An eligible employee is one who has been continually employed for at least ninety (90) days prior to commencement of a participation period. Under the terms of the Plan, employees can choose to have up to 10 percent of their compensation withheld to purchase the Company’s common stock each participation period. The purchase price of the stock is 85 percent of the lower of the fair market value on the last trading day before the Date of Participation or the fair market value on the last trading day during the participation period. Approximately 73 percent of eligible employees are participating in the Plan in the current participation period, which began November 24, 2006 and will end November 23, 2007.
 
The First Northern Community Bancorp 2006 Amended Employee Stock Purchase Plan replaced the 2000 Employee Stock Purchase Plan. Under the 2000 Plan, at the annual stock purchase date of November 23, 2006, there were $250 in contributions, and 22,784 shares were purchased at an average price of $10.95, totaling $249.


(13)
Short-Term and Long-Term Borrowings
 
Short-term borrowings at December 31, 2006 and 2005 consisted of secured borrowings from the U.S. Treasury in the amounts of $858 and $1,476, respectively. The funds are placed at the discretion of the U.S. Treasury and are callable on demand by the U.S. Treasury.

Additional short-term borrowings available to the Company consist of a line of credit and advances with the Federal Home Loan Bank (“FHLB”) secured under terms of a blanket collateral agreement by a pledge of FHLB stock and certain other qualifying collateral such as commercial and mortgage loans. At December 31, 2006, the Company had a current collateral borrowing capacity with the FHLB of $93,832. The Company also has unsecured formal lines of credit totaling $25,700 with correspondent banks and borrowing capacity of $2,000 with the Federal Reserve Bank (loans and discounts), which is fully collateralized, with a pledge of U.S. Agency Notes.

Long-term borrowings consisted of Federal Home Loan Bank advances, totaling $10,124 and $13,493, respectively, at December 31, 2006 and 2005. Such advances ranged in maturity from 1.4 years to 2.3 years at a weighted average interest rate of 2.91% at December 31, 2006. Maturity ranged from 0.3 years to 3.3 years at a weighted average interest rate of 3.48% at December 31, 2005. Average outstanding balances were $10,776 and $13,628, respectively, during 2006 and 2005. The weighted average interest rate paid was 3.15% in 2006 and 3.48% in 2005.

(14)
Commitments and Contingencies
 
The Company is obligated for rental payments under certain operating lease agreements, some of which contain renewal options. Total rental expense for all leases included in net occupancy and equipment expense amounted to approximately $1,294, $1,058, and $921 for the years ended December 31, 2006, 2005 and 2004, respectively. At December 31, 2006, the future minimum payments under non-cancelable operating leases with initial or remaining terms in excess of one year are as follows:
 
Year ending December 31:
     
2007
 
$
1,212
 
2008
   
1,312
 
2009
   
1,021
 
2010
   
753
 
2011
   
512
 
Thereafter
   
1,735
 
   
$
6,545
 
 
At December 31, 2006, the aggregate maturities for time deposits are as follows:
 
Year ending December 31:
     
2007
 
$
104,675
 
2008
   
4,256
 
2009
   
1,278
 
2010
   
2,953
 
2011
   
274
 
Thereafter
   
 
   
$
113,436
 
 
The Company is subject to various legal proceedings in the normal course of its business. In the opinion of management, after having consulted with legal counsel, the outcome of the legal proceedings should not have a material effect on the consolidated financial condition or results of operations of the Company.


(15)
Financial Instruments with Off-Balance Sheet Risk
 
The Company is a 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 in the form of loans or through standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
 
The Bank’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
 
Financial instruments, whose contract amounts represent credit risk at December 31 of the indicated periods, are as follows:
 
   
2006
 
2005
 
           
Undisbursed loan commitments
 
$
198,200
   
203,101
 
Standby letters of credit
   
12,222
   
14,077
 
               
   
$
210,422
   
217,178
 
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.
 
The Bank issues both financial and performance standby letters of credit. The financial standby letters of credit are primarily to guarantee payment to third parties. At December 31, 2006 there were no financial standby letters of credit outstanding. The performance standby letters of credit are typically issued to municipalities as specific performance bonds. At December 31, 2006, there was $12,222 issued in performance standby letters of credit and the Bank carried no liability. The terms of the guarantees will expire primarily in 2007. The Bank has experienced no draws on these letters of credit, and does not expect to in the future; however, should a triggering event occur, the Bank either has collateral in excess of the letter of credit or imbedded agreements of recourse from the customer. The Bank has set aside a reserve for unfunded commitments in the amount of $950, which is recorded in “accrued interest payable and other liabilities.”
 
Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
 
Commitments to extend credit and standby letters of credit bear similar credit risk characteristics as outstanding loans. As of December 31, 2006, the Company has no off-balance sheet derivatives requiring additional disclosure.


(16)
Capital Adequacy and Restriction on Dividends
 
The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
 
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below).
 
First, a bank must meet a minimum Tier I Capital ratio (as defined in the regulations) ranging from 3% to 5% based upon the bank’s CAMELS (capital adequacy, asset quality, management, earnings, liquidity and sensitivity to market risk) rating.
 
Second, a bank must meet minimum Total Risk-Based Capital to risk-weighted assets ratio of 8%. Risk-based capital and asset guidelines vary from Tier I capital guidelines by redefining the components of capital, categorizing assets into different risk classes, and including certain off-balance sheet items in the calculation of the capital ratio. The effect of the risk-based capital guidelines is that banks with high exposure will be required to raise additional capital while institutions with low risk exposure could, with the concurrence of regulatory authorities, be permitted to operate with lower capital ratios. In addition, a bank must meet minimum Tier I Capital to average assets ratio.
 
Management believes, as of December 31, 2006, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 2006, the most recent notification from the Federal Deposit Insurance Corporation (“FDIC”) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must meet the minimum ratios as set forth above. There are no conditions or events since that notification that management believes have changed the institution’s category.
 
The Company and the Bank had Tier I, total capital and Tier I leverage above the well capitalized levels at December 31, 2006 and 2005, respectively, as set forth in the following tables:
 
   
The Company
 
   
2006
 
2005
 
   
Amount
 
Ratio
 
Amount
 
Ratio
 
Total Risk-Based Capital (to Risk Weighted Assets)
 
$
69,078
   
12.3
%
$
62,824
   
11.8
%
                           
Tier I Capital (to Risk Weighted Assets)
   
62,400
   
11.1
%
 
56,438
   
10.6
%
                           
Tier I Leverage Capital (to Average Assets)
   
62,400
   
9.1
%
 
56,438
   
8.5
%

   
The Bank
 
   
2006
 
2005
 
   
Amount
 
Ratio
 
Amount
 
Ratio
 
Total Risk-Based Capital (to Risk Weighted Assets)
 
$
68,397
   
12.2
%
$
61,672
   
11.6
%
                           
Tier I Capital (to Risk Weighted Assets)
   
61,719
   
11.0
%
 
55,287
   
10.4
%
                           
Tier I Leverage Capital (to Average Assets)
   
61,719
   
9.0
%
 
55,287
   
8.3
%

Cash dividends declared by the Bank are restricted under California State banking laws to the lesser of the Bank’s retained earnings or the Bank’s net income for the latest three fiscal years, less dividends previously declared during that period.
 


(17)
Fair Values of Financial Instruments
 
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:
 
Cash and Cash Equivalents
 
The carrying amounts reported in the balance sheet for cash and short-term instruments are a reasonable estimate of fair value.
 
Investment Securities
 
Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.
 
Loans Receivable
 
For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans (e.g., commercial real estate and rental property mortgage loans, commercial and industrial loans, and agricultural loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The carrying amount of accrued interest receivable approximates its fair value.
 
Commitments to Extend Credit and Standby Letters of Credit
 
The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligation with the counterparties at the reporting date.
 
Deposit Liabilities
 
The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. The carrying amount of accrued interest payable approximates its fair value.
 
FHLB Advances and Other Borrowings
 
The fair values of borrowed funds were estimated by discounting future cash flows related to these financial instruments using current market rates for financial instruments with similar characteristics.
 
Limitations
 
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.


Fair value estimates are based on existing on-and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include deferred tax liabilities and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates.
 
The estimated fair values of the Company’s financial instruments for the years ended December 31 are approximately as follows:
 
   
2006
 
2005
 
   
Carrying
amount
 
Fair
value
 
Carrying
amount
 
Fair
value
 
                   
Financial assets:
                         
Cash and federal funds sold
 
$
98,001
 
$
98,001
 
$
122,692
 
$
122,692
 
Investment securities
   
76,273
   
76,273
   
48,788
   
48,788
 
Loans:
                         
Net loans
   
475,549
   
475,948
   
456,061
   
457,858
 
Loans held-for-sale
   
4,460
   
4,460
   
4,440
   
4,440
 
Financial liabilities:
                         
Deposits
   
603,682
   
507,688
   
581,781
   
496,881
 
FHLB advances and other borrowings
   
10,981
   
10,528
   
14,969
   
14,416
 
 
   
2006
 
   
Contract
amount
 
Carrying
amount
 
Fair
value
 
               
Unrecognized financial instruments:
                   
Commitments to extend credit
 
$
198,200
 
$
951
 
$
1,487
 
                     
Standby letters of credit
 
$
12,222
 
$
 
$
122
 
 
   
2005
 
   
Contract
amount
 
Carrying
amount
 
Fair
value
 
               
Unrecognized financial instruments:
                   
Commitments to extend credit
 
$
203,101
 
$
975
 
$
1,523
 
                     
Standby letters of credit
 
$
14,077
 
$
 
$
141
 
 
(18)
Supplemental Consolidated Statements of Cash Flows Information
 
Supplemental disclosures to the Consolidated Statements of Cash Flows for the years ended December 31, are as follows:
 
   
2006
 
2005
 
2004
 
               
Supplemental disclosure of cash flow information:
                   
Cash paid during the year for:
                   
Interest
 
$
9,243
 
$
5,641
 
$
3,417
 
                     
Income taxes
 
$
6,165
 
$
6,946
 
$
3,931
 
                     
Supplemental disclosure of non-cash investing and financing activities:
                   
Accrued compensation
 
$
(84
)
$
 
$
 
                     
Stock dividend distributed
 
$
12,525
 
$
6,158
 
$
5,537
 
                     
Loans held-for-sale transferred to loans
 
$
 
$
 
$
6,002
 
Loans held-for-investment transferred to other real estate owned
 
$
375
 
$
268
 
$
 
 
(19)
Quarterly Financial Information (Unaudited)
 
   
March 31,
 
June 30,
 
September 30,
 
December 31,
 
                   
2006:
                         
Interest income
 
$
11,331
 
$
11,896
 
$
12,408
 
$
12,435
 
Net interest income
   
9,372
   
9,776
   
9,857
   
9,619
 
Provision for loan losses
   
(575
)
 
350
   
810
   
150
 
Other operating income
   
1,209
   
1,363
   
1,446
   
1,271
 
Other operating expense
   
7,327
   
7,141
   
7,250
   
7,501
 
Income before taxes
   
3,849
   
3,648
   
3,243
   
3,239
 
Net income
   
2,402
   
2,294
   
2,048
   
2,066
 
Basic earnings per share
   
.28
   
.27
   
.25
   
.24
 
Diluted earnings per share
   
.26
   
.26
   
.24
   
.23
 
                           
2005:
                         
Interest income
 
$
9,154
 
$
10,022
 
$
10,590
 
$
11,136
 
Net interest income
   
8,086
   
8,731
   
9,022
   
9,334
 
Provision for loan losses
   
519
   
(450
)
 
(69
)
 
600
 
Other operating income
   
1,218
   
1,346
   
1,506
   
1,650
 
Other operating expense
   
6,368
   
6,829
   
6,760
   
6,856
 
Income before taxes
   
2,417
   
3,698
   
3,837
   
3,528
 
Net income
   
1,692
   
2,323
   
2,418
   
2,255
 
Basic earnings per share
   
.20
   
.27
   
.28
   
.27
 
Diluted earnings per share
   
.19
   
.26
   
.27
   
.26
 

 
(20)
Parent Company Financial Information
 
This information should be read in conjunction with the other notes to the consolidated financial statements. The following presents summary balance sheets and summary statements of operations and cash flows information for the years ended December 31:
 
Balance Sheets
 
2006
 
2005
 
Assets
             
Cash
 
$
681
 
$
1,151
 
Investment in wholly owned subsidiary
   
61,309
   
55,651
 
Other assets
   
   
 
               
Total assets
 
$
61,990
 
$
56,802
 
Liabilities and stockholders’ equity
             
Stockholders’ equity
   
61,990
   
56,802
 
               
Total liabilities and stockholders’ equity
 
$
61,990
 
$
56,802
 

 
Statements of Operations
 
2006
 
2005
 
2004
 
               
Dividends from subsidiary
 
$
2,500
 
$
3,500
 
$
1,000
 
Other operating expenses
   
(94
)
 
(97
)
 
(68
)
Income tax benefit
   
39
   
40
   
28
 
Income before undistributed earnings of subsidiary
   
2,445
   
3,443
   
960
 
Equity in undistributed earnings of subsidiary
   
6,365
   
5,245
   
5,747
 
                     
Net income
 
$
8,810
 
$
8,688
 
$
6,707
 

 
Statements of Cash Flows
 
2006
 
2005
 
2004
 
Net income
 
$
8,810
 
$
8,688
 
$
6,707
 
Adjustments to reconcile net income to net cash provided by operating activities
                   
Decrease (increase) in other assets
   
   
11
   
(10
)
Equity in undistributed earnings of subsidiary
   
(6,365
)
 
(5,245
)
 
(5,747
)
                     
Net cash provided by operating activities
   
2,445
   
3,454
   
950
 
                     
                     
Cash flows from financing activities:
                   
Common stock issued
   
1,288
   
948
   
758
 
Stock repurchases
   
(4,188
)
 
(3,854
)
 
(1,640
)
Cash in lieu of fractional shares
   
(15
)
 
(15
)
 
(12
)
                     
Net cash used in financing activities
   
(2,915
)
 
(2,921
)
 
(894
)
                     
Net change in cash
   
(470
)
 
533
   
56
 
                     
Cash at beginning of year
   
1,151
   
618
   
562
 
                     
Cash at end of year
 
$
681
 
$
1,151
 
$
618
 


IT E M 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.

I TE M 9A - CONTROLS AND PROCEDURES

(a)   Disclosure controls and procedures  

The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures have been designed to meet and management believes that they meet reasonable assurance standards. Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that material information relating to the Company, including its consolidated subsidiary, is made known to them by others within those entities.
 
(b) Internal controls over financial reporting

The management of the Company is responsible for the preparation, integrity and fair presentation of its published financial statements and all other information presented in the Company’s consolidated financial statements. The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and, as such, include amounts based on informed judgments and estimates made by management.

Management maintains a system of internal accounting controls to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in accordance with US GAAP. Management recognizes that even a highly effective internal control system has inherent risks, including the possibility of human error and the circumvention or overriding of controls, and that the effectiveness of an internal control system can change with circumstances. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006. In making this assessment, management used the following criteria: criteria established in Internal Control - Integrated Framework issued by Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on Management’s assessment, they believe that, as of December 31, 2006, the Company’s internal control system over financial reporting is effective based on those criteria. “Management’s Report on Internal Control over Financial Reporting” is presented on page 44.

The Audit Committee of the Board of Directors is comprised entirely of directors who are independent of the Company’s Management. It includes an audit committee technical expert and members with banking or related financial management expertise and who are not large customers of the Bank. The Audit Committee has access to outside counsel. The Audit Committee is responsible for selecting the independent registered public accounting firm subject to ratification by the shareholders. It meets periodically with management, the independent registered public accounting firm, and the internal auditors to provide a reasonable basis for concluding that the Audit Committee is carrying out its responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring Management’s financial, accounting, and auditing procedures in addition to reviewing Management’s financial reports. The independent registered public accounting firm and internal auditors have full and free access to the Audit Committee, with or without the presence of management; to discuss the adequacy of internal controls for financial reporting and any other matters which they believe should be brought to the attention of the Audit Committee.


The Company’s assessment of the effectiveness of internal control over financial reporting and the Company’s consolidated financial statements have been audited by MOSS ADAMS LLP, an independent registered public accounting firm, which was given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the Board of Directors and committees of the Board. Management believes that all representations made to the independent registered public accounting firm during their audit were valid and appropriate. The independent registered public accounting firm’s report is presented on page 45.

During the quarter ended December 31, 2006, there were no changes in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

IT E M 9B - OTHER INFORMATION

None.


PART III

IT E M 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

The information called for by this item with respect to director and executive officer information is incorporated by reference herein from the sections of the Company’s proxy statement for the 2007 Annual Meeting of Shareholders entitled “Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” “Report of Audit Committee,” “Section 16(a) Beneficial Ownership Compliance” and “Nomination and Election of Directors.”

The Company has adopted a Code of Conduct, which complies with the Code of Ethics requirements of the Securities and Exchange Commission. A copy of the Code of Conduct is posted on the “Investor Relations” page of the Company’s website, or is available, without charge, upon the written request of any shareholder directed to Lynn Campbell, Corporate Secretary, First Northern Community Bancorp, 195 North First Street, Dixon, California 95620. The Company intends to disclose promptly any amendment to, or waiver from any provision of, the Code of Conduct applicable to senior financial officers, and any waiver from any provision of the Code of Conduct applicable to directors, on the “Investor Relations” page of its website.
 
The Company’s website address is www.thatsmybank.com .
 
IT E M 11 - EXECUTIVE COMPENSATION

The information called for by this item is incorporated by reference herein from the sections of the Company’s proxy statement for the 2007 Annual Meeting of Shareholders entitled “Compensation Committee Interlocks and Insider Participation,” “Nomination and Election of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Transactions with Related Persons,” “Director Compensation,” and “Executive Compensation.”


IT E M 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information concerning ownership of the equity stock of the Company by certain beneficial owners and management is incorporated herein by reference from the sections of the Company’s proxy statement for the 2007 Annual Meeting of Shareholders entitled “Security Ownership of Management” and “Nomination and Election of Directors.”

Stock Purchase Equity Compensation Plan Information
 
The following table shows the Company’s equity compensation plans approved by security holders. The table also indicates the number of securities to be issued upon exercise of outstanding options, weighted average exercise price of outstanding options and the number of securities remaining available for future issuance under the Company’s equity compensation plans as of December 31, 2006. The plans included in this table are the Company’s 2000 Stock Option Plan, the Company’s Outside Director 2000 Non-statutory Stock Option Plan and the Company’s 2006 Amended Employee Stock Purchase Plan. See “Stock Compensation Plans” Note 12 of Notes to Consolidated Financial Statements (page 68) included in this report.
 
Plan category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
 
Weighted-average exercise price of outstanding options, warrants and rights (b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
         
Equity compensation plans approved by security holders
 
519,656
 
$10.97
 
1,012,452
Equity compensation plans not approved by security holders
 
 
 
Total
 
519,656
 
$10.97
 
1,012,452

IT E M 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information called for by this item is incorporated herein by reference from the sections of the Company’s proxy statement for the 2007 Annual Meeting of Shareholders entitled “Director Independence” and “Transactions with Related Persons.”

IT E M 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information called for by this item is incorporated herein by reference from the section of the Company’s proxy statement for the 2007 Annual Meeting of Shareholders entitled “Audit and Non-Audit Fees.”


PART IV

I TE M 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)
Financial Statements:

Reference is made to the Index to Financial Statements under Item 8 in Part II of this Form 10-K    

(a)(2)
Financial Statement Schedules:

All schedules to the Company’s Consolidated Financial Statements are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or accompanying notes.

(a)(3)
Exhibits:

The following is a list of all exhibits filed as part of this Annual Report on Form 10-K

Exhibit Number
 
Exhibit
     
 
Amended Articles of Incorporation of the Company - provided herewith
     
3.3
 
Amended and Restated Bylaws of the Company - incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K on September 15, 2005
     
10.1
 
First Northern Community Bancorp 2000 Stock Option Plan - incorporated herein by reference to Exhibit 4.1 of Registrant’s Registration Statement on Form S-8 on May 25, 2000 *
     
10.2
 
First Northern Community Bancorp Outside Directors 2000 Non-statutory Stock Option Plan - incorporated herein by reference to Exhibit 4.3 of Registrant’s Registration Statement on Form S-8 on May 25, 2000 *
     
10.3
 
Amended First Northern Community Bancorp Employee Stock Purchase Plan - incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A for its 2006 Annual Meeting of Shareholders
     
10.4
 
First Northern Community Bancorp 2000 Stock Option Plan Forms “Incentive Stock Option Agreement” and “Notice of Exercise of Stock Option” - incorporated herein by reference to Exhibit 4.2 of Registration Statement on Form S-8 on May 25, 2000 *
     
10.5
 
First Northern Community Bancorp 2000 Outside Directors 2000 Non-statutory Stock Option Plan Forms “Non-statutory Stock Option Agreement” and “Notice of Exercise of Stock Option” - incorporated herein by reference to Exhibit 4.4 of Registrant’s Registration Statement on Form S-8 May 25, 2000 *
     
10.6
 
First Northern Community Bancorp 2000 Employee Stock Purchase Plan Forms “Participation Agreement” and “Notice of Withdrawal” - incorporated herein by reference to Exhibit 4.6 of Registration Statement on Form S-8 on May 25, 2000 *
     
10.7
 
Amended and Restated Employment Agreement entered into as of July 23, 2001 by and between First Northern Bank of Dixon and Don Fish - incorporated herein by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 *
 
 
10.8
 
Employment Agreement entered into as of July 23, 2001 by and between First Northern Bank of Dixon and Owen J. Onsum - incorporated herein by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 *
     
10.9
 
Employment Agreement entered into as of July 23, 2001 by and between First Northern Bank of Dixon and Louise Walker - incorporated herein by reference to Exhibit 10.3 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 *
     
10.10
 
Employment Agreement entered into as of July 23, 2001 by and between First Northern Bank of Dixon and Robert Walker - incorporated herein by reference to Exhibit 10.4 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 *
     
10.11
 
Form of Director Retirement and Split Dollar Agreements between First Northern Bank of Dixon and Lori J. Aldrete, Frank J. Andrews Jr., John M. Carbahal, Gregory DuPratt, John F. Hamel, Diane P. Hamlyn, Foy S. McNaughton, William Jones, Jr. and David Schulze - incorporated herein by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 *
     
10.12
 
Form of Salary Continuation and Split Dollar Agreement between First Northern Bank of Dixon and Owen J. Onsum, Louise A. Walker, Don Fish, and Robert Walker - incorporated herein by reference to Exhibit 10.12 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 *
     
10.13
 
Amended Form of Director Retirement and Split Dollar Agreements between First Northern Bank of Dixon and Lori J. Aldrete, Frank J. Andrews Jr., John M. Carbahal, Gregory DuPratt, John F. Hamel, Diane P. Hamlyn, Foy S. McNaughton, William Jones, Jr. and David Schulze - by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 *
     
10.14
 
Amended Form of Salary Continuation and Split Dollar Agreement between First Northern Bank of Dixon and Owen J. Onsum, Louise A. Walker, Don Fish, and Robert Walker - by reference to Exhibit 10.14 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 *
     
 
Form of Salary Continuation Agreement between Pat Day and First Northern Bank of Dixon - provided herewith*
     
 
Form of Supplemental Executive Retirement Plan Agreement between First Northern Bank of Dixon and Owen J. Onsum and Louise A. Walker - provided herewith*
     
10.17
 
First Northern Bancorp 2006 Stock Incentive Plan - incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A for its 2006 Annual Meeting of Shareholders *
     
 
First Northern Bank Annual Incentive Compensation Plan - provided herewith
     
11
 
Statement of Computation of Per Share Earnings ( See Page 55 of this Form 10-K)
     
 
Subsidiaries of the Company - provided herewith
     
 
Consent of independent registered public accounting firm - provided herewith
     
 
Consent of independent registered public accounting firm - provided herewith
     
 
Rule 13(a) - 14(a) / 15(d) -14(a) Certification of the Company’s Chief Executive Officer - provided herewith
     
 
Rule 13(a) - 14(a) / 15(d) -14(a) Certification of the Company’s Chief Financial Officer - provided herewith
     
 
Section 1350 Certification of the Chief Executive Officer - provided herewith
     
 
Section 1350 Certification of the Chief Financial Officer - provided herewith
     
* Management contract or compensatory plan or arrangement.
 

SI G NATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 15, 2007.
 
 
FIRST NORTHERN COMMUNITY BANCORP
     
     
 
By:
/s/ Owen J. Onsum
   
Owen J. Onsum
   
President/Chief Executive Officer/Director
   
(Principal Executive Officer)
     
     
 
By:
/s/ Louise A. Walker
   
Louise A. Walker
   
Senior Executive Vice President/Chief Financial Officer
   
(Principal Financial Officer)
     
     
 
By:
/s/ Stanley R. Bean
   
Stanley R. Bean
   
Senior Vice President/Controller
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
 
Title
 
Date
         
/s/ LORI J. ALDRETE
 
Director
 
March 15, 2007
Lori J. Aldrete
       
         
/s/ FRANK J. ANDREWS, JR.
 
Director and Chairman of the Board
 
March 15, 2007
Frank J. Andrews, Jr.
       
         
/s/ JOHN M. CARBAHAL
 
Director
 
March 15, 2007
John M. Carbahal
       
         
/s/ GREGORY DUPRATT
 
Director and Vice Chairman of the Board
 
March 15, 2007
Gregory DuPratt
       
         
/s/ JOHN F. HAMEL
 
Director
 
March 15, 2007
John F. Hamel
       
         
/s/ DIANE P. HAMLYN
 
Director
 
March 15, 2007
Diane P. Hamlyn
       
         
/s/ FOY S. MCNAUGHTON
 
Director
 
March 15, 2007
Foy S. McNaughton
       
         
/s/ DAVID W. SCHULZE
 
Director
 
March 15, 2007

 
84



EXHIBIT 3.1
 
CERTIFICATE OF AMENDMENT
 
OF
 
ARTICLES OF INCORPORATION
 
OWEN J. ONSUM and LYNN CAMPBELL hereby certify that:
 
I. They are the President and Secretary, respectively, of FIRST NORTHERN COMMUNITY BANCORP, a corporation organized and existing under and by virtue of the General Corporation Law of the State of California.
 
II. Article 4. of the Articles of Incorporation of this corporation shall be amended to read as follows:
 
Article 4.1 The corporation is authorized to issue one class of shares to be designated Common Stock (“Common Stock”). Such shares shall be without par value. The total number of shares of Common Stock the corporation shall have authority to issue is sixteen million (16,000,000).
 
Article 4.2 Upon the amendment of this Article 4 to read as set forth above, each outstanding share of Common Stock is divided into two (2) shares.
 
III. The foregoing amendment of the Articles of Incorporation was duly approved by the Board of Directors of this corporation alone in accordance with the provisions of the General Corporation Law Section 902(c) because this corporation has but one class of shares outstanding and the amendment effectuates only a stock split, within the meaning of General Corporation Law Section 188, and constitutes a proportional increase in the number of authorized shares.
 
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct to our own knowledge and that this declaration was executed on May 5, 2005.
 
ARTICLES OF INCORPORATION

OF

FIRST NORTHERN COMMUNITY BANCORP

ARTICLE 1

The name of the corporation is First Northern Community Bancorp.

ARTICLE 2

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE 3

The name in the State of California of the corporation's initial agent for service of process is:

CT Corporation System

ARTICLE 4

The corporation is authorized to issue one class of shares to be designated Common Stock ("Common Stock"). Such shares shall be without par value. The total number of shares of Common Stock the corporation shall have authority to issue is eight million (8,000,000).



ARTICLE 5

Except as specified herein below, each holder of Common Stock of the corporation shall have full preemptive rights, as defined by law, to subscribe for or purchase such holder's proportionate share of any Common Stock that may be offered for sale or sold at any time by the corporation. The Board of Directors shall have the power to prescribe a reasonable period of time within which the preemptive rights to subscribe to the new shares of Common Stock must be exercised. The foregoing right shall not apply to the sale or issuance by the corporation of additional shares of Common Stock (i) in connection with the acquisition by the corporation of another entity or business segment of any such entity by merger, purchase of all or substantially all the assets or other type of acquisition transaction; (ii) pursuant to any stock option, stock purchase or other stock plan, agreement or arrangement previously approved by the corporation's shareholders; (iii) in a public offering provided that the terms of the offering include a requirement that if the offering is over-subscribed, shares will be allocated on a pro rata basis based on actual paid subscriptions received by the corporation.
 
ARTICLE 6

6.1 In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in Section 6.2 of this Article 6, any "Business Combination" (as hereinafter defined), which shall be consummated at a time when there shall exist an "Interested Shareholder" (as hereinafter defined), shall require the affirmative vote of the holders of at least sixty-six and two thirds percent (66 2/3%) of the then outstanding shares of Common Stock of this corporation entitled to vote. Such affirmative vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified by law or otherwise.

In addition to the higher vote requirement, except as otherwise expressly provided in Section 6.2 of this Article 6, prior to effecting any such Business Combination all of the following conditions shall have been met:

6.1.1 The aggregate amount of the cash and the "Fair Market Value" (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of the Common Stock in such Business Combination shall be at least equal to the higher of the following:

6.1.1.1 (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Shareholder for any shares of the Common Stock acquired by it (a) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date") or (b) in the transaction in which it became an Interested Shareholder, if within two years of the Announcement Date, whichever is higher; and

6.1.1.2 the Fair Market Value per share of the Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder the ("Determination Date"), if within two years of the Announcement Date, whichever is higher.

6.1.2 The consideration to be received by holders of the Common Stock shall be in cash or in the same form as the Interested Shareholder has previously paid for shares of the Common Stock. The price determined in accordance with Section 6.1.1 shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

6.1.3 After such shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination and except to the extent that the corporation may be prohibited by law from making a distribution to shareholders: (1) there shall have been (a) no reduction in the annual rate of dividends paid on the Common Stock of this corporation (except as necessary to reflect any subdivision of the Common Stock), except as approved by at least sixty-six and two-thirds percent (66 2/3%) of the "Disinterested Directors" (as hereinafter defined), and (b) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number or outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by at least sixty-six and two-thirds percent (66 2/3%) of the Disinterested Directors; and (3) such Interested Shareholder shall have not become the beneficial owner of any additional shares of stock of this corporation except as part of the transaction which results in such shareholder becoming an Interested Shareholder within the two-year period prior to such consummation.

6.1.4 After such shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by this corporation or any "Subsidiary" (as hereinafter defined), whether in anticipation of or in connection with such Business Combination or otherwise.

6.1.5 A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to all holders of the Common Stock of this corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

2


6.2 The provisions of Section 6.1 of this Article 6 shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of these Articles of Incorporation, if the Business Combination shall have been approved by at least sixty-six and two-thirds percent (66 2/3%) of the Disinterested Directors; or, if either

6.2.1 there is pending any proceeding or other action by the Federal Deposit Insurance Corporation pursuant to ss. 1818(a) or ss. 1823(c) of Title 12 of the United States Code in connection with any of the banking subsidiaries of the corporation; or

6.2.2 there is outstanding any order of the Commissioner of Financial Institutions of the State of California pursuant to California Financial Code ss.ss. 3100-3132 or ss.ss. 3180-3187 against any banking subsidiary of the corporation, or any other provision of similar purpose as hereinafter adopted and as the same may be amended at a future time.

6.3 For the purposes of this Article 6 the following definitions apply:

6.3.1 A "person" means any individual, firm, corporation or other entity.

6.3.2 "Interested Shareholder" means any person (other than this corporation or any Subsidiary) who or which:

6.3.2.1 is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the issued and outstanding stock of this corporation; or

6.3.2.2 is an "Affiliate" of this corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the issued and outstanding stock of this corporation; or
6.3.2.3 is an assignee of or has otherwise succeeded to any shares of stock of this Corporation which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

6.3.3 A person shall be a "beneficial owner" of stock of this corporation:

6.3.3.1 which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

6.3.3.2 which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

6.3.3.3 which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of stock of this corporation.

6.3.4 "Business Combination" shall include:

6.3.4.1 any merger or consolidation of the corporation or any Subsidiary with (i) any Interested Shareholder or (ii) any other corporation or other business entity (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate of an Interested Shareholder; or

6.3.4.2 any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value of ten percent (10%) or more of the total value of the assets of the corporation reflected in the most recent balance sheet of the corporation; or

6.3.4.3 the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of twenty percent (20%) of shareholders' equity or more; or

6.3.4.4 the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of any Interested Shareholder or any Affiliate of any Interested Shareholder; except that this provision shall not limit the right of the shareholders to elect voluntarily to wind up or dissolve the corporation by the vote of shareholders holding shares of stock representing fifty percent (50%) or more of the stock then entitled to vote in the election of directors; or

3


6.3.4.5 any reclassification of the corporation's securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving any Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate beneficial ownership of any Interested Shareholder or any Affiliate of any Interested Shareholder in the outstanding shares of any class of equity or convertible securities of the corporation or any Subsidiary.

6.3.5 "Affiliate," and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 2000.

6.3.6 "Disinterested Director" means any member of the Board of Directors who is unaffiliated with the Interested Shareholder and was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Disinterested Director who is unaffiliated with the Interested Shareholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.

6.3.7 "Fair Market Value" means as to the stock of this corporation the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

6.3.8 "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by this corporation; provided, however, that for purposes of the definition of Interested Shareholder, the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned directly or indirectly by this corporation.

In the event of any Business Combination in which this corporation survives, the phrase "other consideration to be received" as used in Section 6.1 of this Article 6 shall include the shares of stock of this corporation retained by the holders of such shares.

6.4 A majority of the directors shall have the power and duty to determine for the purposes of this Article 6, on the basis of information known to them after reasonable inquiry, (A) whether a person is an Interested Shareholder, (B) the number of shares of stock of this corporation beneficially owned by any person, (C) whether a person is an Affiliate or Associate of another, or (D) whether the assets which are the subject of any Business Combination constitute substantially all assets of this corporation. A majority of the directors shall have the further power to interpret all of the terms and provisions of this Article 6.

6.5 Nothing contained in this Article 6 shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

6.6 Notwithstanding any other provisions of these Articles of Incorporation or the By-laws (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or the By-laws) the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding stock of this corporation shall be required to amend, repeal or adopt any provisions inconsistent with this Article 6.

ARTICLE 7

The Board of Directors, when evaluating any offer of another party to (a) make a tender or exchange offer for any Equity Security (as defined hereinafter) of the corporation, (b) merge or consolidate the corporation with another corporation, or (c) purchase, lease, or otherwise acquire all or substantially all of the property of the corporation, shall in connection with the exercise of its judgment in determining what is in the best interests of the corporation and its shareholders consider all of the following factors and any other factors it deems relevant: (i) the social and economic effects on the employees, shareholders, customers, suppliers, and other constituents of the corporation and its subsidiaries and on the communities in which the corporation or its subsidiaries operate or are located, including, without limitation, the availability of credit and other banking services to the communities served by the corporation; (ii) whether the proposed transaction might violate federal or state laws; and (iii) not only the consideration being offered in the proposed transaction in relation to the then current market price for or book value of the outstanding Common Stock of the corporation, but also to the market price for or book value of the Common Stock of the corporation over a period of years and the corporation's future value as an independent entity. For purposes of this Article 7, "Equity Security" shall have the meaning ascribed to such term in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on January 1, 2000.

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ARTICLE 8

The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The corporation is authorized to provide indemnification of agents (as defined in section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, to the fullest extent permissible under California law. Any amendment, repeal or modification of any provision of this Article 8 shall not adversely affect any right or protection of an agent of the corporation existing at the time of such amendment, repeal or modification.

Dated: February 3, 2000.
 
 
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Exhibit 10.15
 
FIRST NORTHERN BANK OF DIXON
 
SALARY CONTINUATION AGREEMENT

THIS SALARY CONTINUATION AGREEMENT is entered into as of this 1st day of June, 2006, (“Effective Date”) by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with its main office in Dixon, California (the “Bank”), and Patrick Day, Senior Vice President (the “Executive”).
 
WHEREAS , the Bank desires that the Executive continue in its employ,
 
WHEREAS , to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide salary continuation benefits to the Executive, payable out of the Bank’s general assets,
 
WHEREAS , none of the conditions or events included in the definition of the term “golden parachute payment” that is set forth in §18(k)(4)(A)(ii) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists or, to the best knowledge of the Bank, is contemplated insofar as the Bank is concerned.
 
NOW THEREFORE , in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 
ARTICLE 1
 
DEFINITIONS
 
Whenever used in this Agreement, the following terms shall have the meanings specified:
 
1.1 “Cause” shall have the meaning set forth in Section 5.1
 
1.2 “Change in Control” means any of the following events occurs:

(a) Merger : First Northern Community Bancorp merges into or consolidates with another corporation, or merges another corporation into First Northern Community Bancorp, and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of First Northern Community Bancorp immediately before the merger or consolidation,
 
(b) Acquisition of Significant Share Ownership : a report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or is required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 20% or more of a class of First Northern Community Bancorp’s voting securities, but this clause (b) shall not apply to beneficial ownership of First Northern Community Bancorp voting shares held in a fiduciary capacity by an entity of which First Northern Community Bancorp directly or indirectly beneficially owns 50% or more of its outstanding voting securities or voting shares held by an employee benefit plan maintained for the benefit of First Northern Bank of Dixon’s employees, or

(c) Change in Board Composition : during any period of two consecutive years, individuals who constitute First Northern Community Bancorp’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of First Northern Community Bancorp’s Board of Directors; provided, however, that for purposes of this clause (c) each director who is first elected by the board (or first nominated by the board for election by stockholders) by a vote of at least two-thirds of the directors who were directors at the beginning of the period shall be deemed to have been a director at the beginning of the two-year period.



1.3 “Disability” means the Executive suffers a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit proof to the Bank of the carrier’s or Social Security Administration’s determination upon the request of the Bank.
1.4 “Good Reason” for purposes of this Agreement shall be defined as:

(a) a material reduction in Executive’s title or responsibilities;
 
(b) a reduction in base salary as in effect on the date of a Change in Control of the Bank;
 
(c) the relocation of the Executive’s principal executive office so that Executive’s one-way commute distance from Executive’s residence is increased by more than forty (40) miles;
 
(d) the adverse and substantial alteration in the nature and quality of the office space within which the Executive performs his duties, including the size and location thereof, as well as the secretarial and administrative support provided to the Executive;

(e) the failure by the Bank to continue to provide the Executive with compensation and benefits substantially similar to those provided to him under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Bank which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by him at the time of the Change in Control; or

(f) the failure of the Bank to obtain a satisfactory agreement from any successor or assign of the Bank to assume and agree to perform this Agreement, as contemplated in Section 7.5 hereof.
 
1.5 “Normal Retirement Age” means age 65 .

1.6 “Normal Retirement Date” means the later of the date the executive attains Normal Retirement Age or the Executive’s Termination of Employment with the Bank.

1.7 “Person” means an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity.
 
1.8 “Plan Year” means the calendar year ending on December 31.

1.9 “Termination of Employment” means the Executive shall have ceased to be employed by the Bank for any reason whatsoever, excepting a leave of absence approved by the Bank. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of termination of the Executive’s employment, the Bank shall have the sole and absolute right to decide the dispute, unless a Change in Control shall have occurred within 24 months before termination of employment.
 
 
ARTICLE 2
 
LIFETIME BENEFITS
 
2.1 Normal Retirement Benefit . Upon the Executive’s Termination of Employment at on a Normal Retirement Date, for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1 instead of any other benefit under this Agreement.
 
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is $50,000.
 
2.1.2 Payment of Benefit. Beginning with the month after the Executive’s Normal Retirement Date, the Bank shall pay the annual benefit to the Executive in 12 equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 10 years.

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2.2 Early Termination Benefit . Upon the Executive’s voluntary Termination of Employment prior to a Normal Retirement, the Bank shall not pay any benefits under this agreement to the Executive or the Executive’s Beneficiaries.

2.3 Disability Benefit . If the Executive terminates employment because of Disability before a Normal Retirement Date, the Bank shall pay to the Executive the benefit described in this Section 2.3 instead of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is $50,000 multiplied by (1) a fraction the numerator of which is the number of full calendar years and months between the executive’s date of hire and the Executive’s Termination of Employment and the denominator of which is the number of full calendar years and months between the Executive’s date of hire and the earliest possible Normal Retirement Date, and (2) an interest discount factor determined using an 8.3% interest rate reflecting the number of full calendar years and months that benefit payments commence prior to age 65.

2.3.2 Payment of Benefit. Beginning with the month after Termination of Employment due to Disability, the Bank shall pay the Disability Annual Benefit amount to the Executive in 12 equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 10 years.

2.4 Change-in-Control Benefit . If the Executive’s employment with the Bank terminates involuntarily within 24 months after the first occurrence of a Change in Control or in the event the Executive terminates employment voluntarily for Good Reason within 24 months of such Change in Control, the Bank shall pay to the Executive the benefit described in this Section 2.4 instead of any other benefit under this Agreement. However, no benefits shall be payable under this Agreement if the Executive’s employment is terminated under Article 5 of this Agreement.
 
2.4.1 Amount of Benefit: The Change-in-Control Benefit under this Section 2.4 is $345,712 multiplied by an interest discount factor calculated using an interest rate equal to the 10-year US Treasury bill rate at the Plan Year ending immediately before the date on which the Termination of Employment occurs and reflecting the number of full calendar years and months that the benefit payment occurs prior to age 65.

2.4.2 Payment of Benefit: The Bank shall pay the Change-in-Control benefit under Section 2.4 of this Agreement to the Executive in one lump sum within three days after the Executive’s Termination of Employment.
 
 
ARTICLE 3
 
DEATH BENEFITS
 
If the Executive dies prior to Termination of Employment and before the Executive’s Normal Retirement Age, the Bank shall pay to the Executive’s beneficiary(ies) a lump sum payment equal to $750,000 in lieu of any other benefit payable hereunder.

If the Executive dies prior to Termination of Employment and on or after the Executive’s Normal Retirement Age, the Bank shall pay to the Executive’s beneficiary(ies) the benefit described in Section 2.1 assuming the Executive had retired on the Executive’s date of death, commenced payments and lived to receive all such payments.

If the Executive dies following Termination of Employment, the Bank shall pay to the Executive’s beneficiary(ies) the remaining benefit payments that the Executive would have received had the Executive lived to receive all benefits payable under this agreement.

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ARTICLE 4
 
BENEFICIARIES
 
4.1 Beneficiary Designations . The Executive shall designate a beneficiary or beneficiaries by filing a written designation with the Bank. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will be effective only if signed by the Executive and accepted by the Bank during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s estate.
 
4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Bank may require such proof of incapacity, minority or guardianship as the Bank deems appropriate before distribution of the benefit. Distribution shall completely discharge the Bank from all liability for such benefit.
 
 
ARTICLE 5
 
GENERAL LIMITATIONS
 
5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement if the Bank terminates the Executive’s employment for:
 
(a) Gross negligence or gross neglect of duties,
 
(b) Commission of a felony or commission of a misdemeanor involving moral turpitude, or
 
(c) Fraud, disloyalty, dishonesty, or willful violation of any law or significant Bank policy committed in connection with the Executive’s employment and, in the Bank’s sole judgment, resulting in an adverse effect on the Bank.
 
5.2 Suicide or Misstatement. The Bank shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the date of this Agreement and while employed at the Bank, or if the Executive has made or makes any material misstatement of fact on any application for life insurance purchased by the Bank.

5.3 Removal. If the Executive is removed from office or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order.

5.4 Insolvency. If the Commissioner of the California Department of Financial Institutions appoints the Federal Deposit Insurance Corporation as receiver for the Bank under California Financial Code §3220-3225, all obligations under this Agreement shall terminate as of the date of the Bank’s declared insolvency.
 
 
ARTICLE 6
 
CLAIMS AND REVIEW PROCEDURES
 
6.1 Claims Procedure. A person or beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:
 
6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Bank a written claim for the benefits.

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6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.
 
6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of such denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

6.1.3.1 The specific reasons for the denial ,

6.1.3.2 A reference to the specific provisions of the Agreement on which the denial is based,
 
6.1.3.3 A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
 
6.1.3.4 An explanation of the Agreement’s review procedures and the time limits applicable to such procedures, and

6.1.3.5 A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
 
6.2 Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows:
 
6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Bank’s notice of denial, must file with the Bank a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Bank Response. The Bank shall respond in writing to such claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Bank expects to render its decision.

6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

6.2.5.1 The specific reason for the denial,
 
6.2.5.2 A reference to the specific provisions of the Agreement on which the denial is based,
 
6.2.5.3 A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and
 
6.2.5.4 A statement of the claimant’s right to bring a civil action under ERISA Section 502(a)

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ARTICLE 7

MISCELLANEOUS

7.1 Binding Effect. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, successors, administrators and transferees.

7.2 Amendments and Termination. This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive.

7.3 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

7.4 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.

7.5 Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive, the Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform this Agreement if no such succession had occurred. The Bank’s failure to obtain such an assumption agreement before the succession becomes effective shall be considered a breach of this Agreement and shall entitle the Executive to the Change-in-Control benefit provided in Section 2.4.

7.6 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

7.7 Applicable Law. Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of laws of such state.

7.8 Unfunded Arrangement. The Executive and his beneficiary(ies) are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and beneficiary have no preferred or secured claim.

7.9 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

7.10 Administration. The Bank shall have the powers that are necessary to administer this Agreement, including but not limited to the power to:
 
(a) interpret the provisions of the Agreement,
 
(b) establish and revise the method of accounting for the Agreement,
 
(c) maintain a record of benefit payments, and
 
(d) establish rules and prescribe forms necessary or desirable to administer the Agreement.
 
7.11 Named Fiduciary. The Bank shall be the named fiduciary and plan administrator under this Agreement. The named fiduciary may delegate to others certain aspects of the management and operational responsibilities of the plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.

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7.12 Severability. If for any reason any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall, to the full extent consistent with the law, continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the remainder of such provision, not held so invalid, and the remainder of such provision, together with all other provisions of this Agreement shall, to the full extent consistent with the law, continue in full force and effect.

7.13 Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

7.14 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice.
 
(a) If to the Bank, to: Board of Directors First Northern Bank of Dixon 195 North First Street P.O. Box 547 Dixon, California 95620

(b) If to the Executive, to:
 
   
   
 
and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice.
 
7.15 Payment of Legal Fees. The Bank is aware that upon the occurrence of a Change in Control, then current management of the Bank could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared unenforceable, or could take or attempt to take other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement would be frustrated. It is the intention of the Bank that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder, and it is the intention of the Bank that the Executive not be forced to negotiate settlement of his rights under this Agreement under threat of incurring such expenses. Accordingly, if after a Change in Control occurs it should appear to the Executive that (a) the Bank has failed to comply with any of its obligations under this Agreement, or (b) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive from time to time to retain counsel of his choice at the expense of the Bank as provided in this Section 7.15, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder or other person affiliated with the Bank, in any jurisdiction. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with such counsel’s customary practices, up to a maximum aggregate amount of $250,000. The Bank’s obligation to pay the Executive’s legal fees provided by this Section 7.15 operates separately from, and in addition to, any legal fee reimbursement obligation the Bank or the Bank’s parent First Northern Community Bancorp may have with the Executive by virtue of any separate employment, severance, or other agreement between the Executive and the Bank or First Northern Community Bancorp.

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7.16 Internal Revenue Code Section 280G Gross Up.
 
(a) If as a result of a Change in Control the Executive becomes entitled to acceleration of benefits under this Salary Continuation Agreement or under any other plan or agreement of or with the Bank or First Northern Community Bancorp (together, the “Total Benefits”), and if any of the Total Benefits will be subject to the Excise Tax as set forth in Sections 280G and 4999 of the Internal Revenue Code of 1986 (the “Excise Tax”), the Bank shall pay to the Executive the following additional amounts, consisting of (1) a payment equal to the Excise Tax payable by the Executive on the Total Benefits under Section 4999 of the Internal Revenue Code (the “Excise Tax Payment”), and (2) a payment equal to the amount necessary to provide the Excise Tax Payment net of all income, payroll and excise taxes. Together, the additional amounts described in clauses (1) and (2) are referred to in this Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-Up Payment Amount shall be made in addition to the amount set forth in Section 2.4 hereof.
 
(b) For purposes of determining whether any of the Total Benefits will be subject to the Excise Tax and the amount of such Excise Tax,
 
(1) any other payments or benefits received or to be received by the Executive (whether under the terms of this Agreement or any other agreement, or other plan or arrangement with the Bank or First Northern Community Bancorp, any person whose actions result in a Change in Control or any person affiliated with First Northern Community Bancorp or such person) in connection with a Change in Control or the Executive’s termination of employment shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Internal Revenue Code, and all “excess parachute payments,” within the meaning of Section 280G(b)(1), shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the First Northern Community Bancorp as of the date immediately before the Change in Control (the “Accounting Firm”), such other payments or benefits (in whole or in part) represent reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4) of the Internal Revenue Code, or are otherwise not subject to the Excise Tax,
 
(2) the amount of the Total Benefits which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Benefits reduced by the amount of such Total Benefits that in the opinion of the Accounting Firm are not parachute payments, or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (1) above), and
 
(3) the value of any noncash benefits or any deferred payment or benefit shall be determined by First Northern Community Bancorp’s Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code.
 
(c) For purposes of determining the Gross-Up Payment Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment Amount is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of termination of employment, net of the reduction in federal income taxes that could be obtained from deduction of state and local taxes (calculated by assuming that any reduction under Section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to the Executive applies first to reduce the amount of state and local income taxes that would otherwise be deductible by the Executive, and applicable federal FICA and Medicare withholding taxes).

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(d) If the Excise Tax is later determined to be less than the amount taken into account hereunder at the time of termination of the Executive’s employment, the Executive shall, when the amount of such reduction in Excise Tax is finally determined, repay to the Bank the portion of the Gross-Up Payment Amount attributable to the reduction (plus that portion of the Gross-Up Payment Amount attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment Amount being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or local income tax deduction). If the Excise Tax is later determined to be more than the amount taken in account hereunder at the time of termination of the Executive’s employment (including any payment the existence or amount of which cannot be determined at the time the Gross-Up Payment Amount is paid), the Bank shall make an additional Gross-Up Payment Amount to the Executive of the excess (plus any interest, penalties or additions payable by the Executive on the excess) when the amount of the excess is finally determined.

7.17 Accounting Firm Gross-Up Determination.
 
(a) Subject to the provisions of Section 7.16, all determinations required to be made under this Section 7.17, including whether and when a Gross-Up Payment Amount is required, the Gross-Up Payment Amount and the assumptions used to arrive at such determination shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to the Bank and the Executive within 15 business days after receipt of notice from the Bank or the Executive that there has been a Gross-Up Payment Amount, or such earlier time as is requested by the Bank (the “Determination”).
 
(b) If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder).
 
(c) All fees and expenses of the Accounting Firm shall be borne solely by First Northern Community Bancorp or the Bank and First Northern Community Bancorp or the Bank shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder.
 
(d) If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect, and to the effect that failure to report Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty.
   
(e) Determinations by the Accounting Firm shall be binding upon the Bank and the Executive.
 
(f) As a result of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount will not have been made by the Bank that should have been made (an “Underpayment”), or that a Gross-Up Payment Amount will have been made that should not have been made (an “Overpayment”). If the Executive is required to make payment of any additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and the Underpayment (together with interest at the rate provided in Section 1274(d)(2)(B) of the Internal Revenue Code) shall be promptly paid by the Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made, and the Overpayment (together with interest at the rate provided in Section 1274(d)(2)(B) of the Internal Revenue Code) shall be promptly paid by the Executive to or for the benefit of the Bank. If his expenses are reimbursed by the Bank, the Executive shall cooperate with any reasonable requests by the Bank in any contests or disputes with the Internal Revenue Service concerning the Excise Tax.

7.18 Termination or Modification of Agreement by Reason of Changes in the Law, Rules or Regulations. The Bank is entering into this agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If said assumptions should materially change and said change has a material detrimental effect on this Agreement, then the Bank reserves the right to terminate or modify this Agreement accordingly, subject to obtaining the written consent of the Executive, which shall not be unreasonably withheld.

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7.19 Advice of Counsel. Before signing this Agreement, Executive either (i) consulted with and obtained advice from Executive’s independent legal counsel in respect to the legal nature and operations of this Agreement, including its impact on Executive’s rights, privileges and obligations, or (ii) freely and voluntarily decided not to have the benefit of such consultation and advice with legal counsel.

 
IN WITNESS WHEREOF , the Executive and a duly authorized Bank officer have signed this Agreement as of the day and year first written above.
 
 
THE EXECUTIVE :
 
THE BANK :
   
FIRST NORTHERN BANK OF DIXON
       
   
By:
 
Patrick Day
     
   
Its:
 

10

 
BENEFICIARY DESIGNATION
 
FIRST NORTHERN BANK OF DIXON
 
SALARY CONTINUATION AGREEMENT
 
Patrick Day
 
I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement:
 
Primary: _________________________
 
Contingent: _______________________
 

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement .

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature:
   
 
Patrick Day
 
 
 
Date:
   
 
Accepted by the Bank this _________ day of ______________, 200__.
 
By:
   
     
Title:
   
 
 
11



Exhibit 10.16
 
FIRST NORTHERN BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


SECTION 1
PURPOSE AND EFFECTIVE DATE

The purpose of the First Northern Bank Supplemental Executive Retirement Plan (the “Plan”) is to provide retirement income benefits to certain highly compensated employees of First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California (“Company”) and its Subsidiaries that supplement such employees’ Social Security benefits and benefits provided under the First Northern Bank of Dixon Profit Sharing/401(k) Plan and specified other employee benefit plans maintained by the Company.

The Plan shall be effective as of December 21, 2006. Amendments that may be made to the Plan from time to time shall apply to individuals participating in this Plan who perform work as Employees after the effective date applicable to such amendments.


SECTION 2
DEFINITIONS

2.01 Actuarial Equivalent. “Actuarial Equivalent” (or “Actuarially Equivalent”) means a benefit having the same value as another benefit which such benefit replaces based upon the mortality table and discount rate used by the Company to determine such value.

2.02 Board. “Board” means the Board of the Company.

2.03 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.04 Compensation Committee. “Compensation Committee” means the Compensation Committee of the Board.

2.05 Disability. “Disability” means a physical or mental impairment which has been determined by the Social Security Administration to have rendered the Participant totally and permanently disabled. The term “Disability” shall be interpreted in a manner consistent with Section 409A of the Code. The Participant must submit such evidence as the Plan Administrator deems necessary to verify the Participant’s Disability.

2.06 Disability Retirement Date. “Disability Retirement Date” means the date on which a Participant has been deemed to have incurred a Disability while in active employment of the Company.

2.07 Early Retirement Date. “Early Retirement Date” means the first date on which a Participant terminates employment with the Company after completing at least ten (10) years of Service, reaching (5) years of Participation Service, and attaining age fifty-five (55), but prior to the Participant’s Normal Retirement Date.

2.08 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.09 Final Average Compensation. “Final Average Compensation” means the result of (a) plus (b) as defined below:

 
(a)
The aggregate of a Participant’s salary during the final three full calendar years of Service, divided by thirty-six (36).
 
(b)
The average of the ratios for each of the final seven (7) full calendar years of Service of the participant’s annual bonus paid over the Participant’s salary paid, then multiplied by the amount in (a) above. In the event the Participant does not have seven (7) full calendar years of Service, zero will be used as the ratio for each full year not served.

2.10 Normal Retirement Age. “Normal Retirement Age” means age 65.

2.11 Normal Retirement Date. “Normal Retirement Date” means the date the Participant retires on or after their Normal Retirement Age.



2.12 Participant. “Participant” means an employee of the Company who satisfies the requirements of Section 3 of the Plan.

2.13 Participation Date. “Participation Date” means the date an employee of the Company is approved by the Compensation Committee of the Board to be a Participant of this Plan. If an employee participated in a supplemental arrangement preceding this Plan, the Participation Date will be the date the Participant was approved to participate in the preceding plan.

2.14 Participation Service. “Participation Service” means the period of Service starting with the Participation Date and continuing through the termination of such employment, including paid leaves of absence, but excluding any unpaid leaves of absence or other unpaid breaks in service except to the extent required to be included under applicable law.

2.15 Plan Administrator. “Plan Administrator” means the Company.

2.16 Profit Sharing Benefit. “Profit Sharing Benefit” means as of any calculation date the monthly benefit payable monthly over the same period as the benefit payable from this Plan that is Actuarially Equivalent to a hypothetical account balance equal to the sum of (a) and (b) below:

 
(a)
The annual amounts contributed by the Company (excluding any amounts deferred by the Participant) to the First Northern Bank Profit Sharing/401(k) Plan (or any other defined contribution arrangement in which the Participant received contributions from the Company), plus
 
(b)
Interest on the hypothetical amounts in (a) above assuming the amounts were contributed on December 31st of each year and interest was earned at the Treasury Rate for such calendar year. In the event interest is projected beyond the period of active employment, the Treasury Rate in effect during the calendar year of termination will be used for such projection. In determining the benefit that is Actuarially Equivalent to the hypothetical balance, the Treasury Rate in effect during the calendar year of termination will be used.

2.17 Salary. “Salary” means with respect to any individual the sum of (i) the amount paid to such individual as base salary from the Company plus any base salary amounts deferred by such individual under the First Northern Bank Profit Sharing/401(k) Plan and under the First Northern Bank Voluntary Deferred Compensation Plan. Deferred amounts shall be considered to have been received at such times and in such amounts as would have applied if no deferral had been elected by the individual.

2.18 Separation from Service. “Separation from Service” means the Participant’s service as an executive and independent contractor to the Company and any member of a controlled group, as defined in Code section 414, terminates for any reason, other than because of a leave of absence approved by the Company or the Participant’s death.

2.19 Service. “Service” means the period during which an Employee is employed by the Company commencing with the Employee’s first day of employment and continuing through the termination of such employment, including paid leaves of absence, but excluding any unpaid leaves of absence or other unpaid breaks in service except to the extent required to be included under applicable law.

2.20 Social Security Benefit. “Social Security Benefit” means one-half of the estimated monthly primary insurance amount that an Employee is or would be entitled to receive commencing at age 65 under the Social Security Act, whether or not the Employee applies for or actually receives such benefit at such age or at any earlier or later age. The Social Security Benefit shall be calculated as of January 1st in the year of termination assuming level future earnings to age 65 and no future increases in CPI or National Average Wage. The Social Security Benefit shall be calculated assuming a Participant has earned amounts exceeding the Social Security taxable wage base in every year possible. Alternatively, the Participant may submit records from the Social Security Administration specifying actual social security earnings which will then be used.

2.21 Target Retirement Percentage. “Target Retirement Percentage" shall equal the following:

 
(a)
For the CEO - 2.5% multiplied by Service, but limited to 50%.
 
(b)
Other Participants - 2.0% multiplied by Service, but limited to 50%.

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2.22 Treasury Rate. “Treasury Rate” means the three year average of the market yield on U.S. Treasury securities at a 10-year constant maturity. The Plan Administrator shall choose the U.S. Treasury rate to be used in the calculation of the Treasury Rate annually on or close to the 1st day of each calendar year. The Treasury Rate is applicable for the full calendar year. If the treasury rates used in the calculation of the Treasury Rate ceases to be available, then the Plan Administrator may select any comparable published rate as a replacement.


SECTION 3
PARTICIPATION AND VESTING

3.1 Eligibility. Eligibility to participate in the Plan is limited to a select group of management or highly compensated employees of the Company that are designated, from time to time, by the Board.

3.2 Participation. An employee’s participation in the Plan shall be effective upon notification of such person by Company of eligibility to participate, completion of a Participation Agreement by such person, and acceptance of the Participation Agreement by the Company. Except as modified by paragraph 3.3 below, participation in the Plan shall continue as long as the Participant is eligible to receive benefits under the Plan.

3.3 Change in Employment Status. If the Board determines that a Participant’s employment performance is no longer at a level which deserves reward through participation in this Plan, but does not terminate the Participant’s employment with the Company, participation herein and eligibility to receive benefits hereunder shall be limited. The benefit payable to such Participant upon eventual termination of employment shall be determined at the date of termination for eligibility and vesting determinations. However, the monthly benefit payable to the Participant shall be calculated based on the Participant’s Service and Final Average Compensation as of the date of the change in employment status.

3.4 Vesting. A Participant whose employment with Employer terminates because of Normal Retirement, Early Retirement, Disability, or Death shall be 100% vested in the benefits described herein. Upon any other termination of employment, the Participant and the Participant’s Beneficiaries shall not be eligible to receive any benefits under the Plan, except as may be provided in the Participation Agreement between the Company and the Participant.

3.5 Discharge for Cause. Notwithstanding any other provisions of this Plan, no benefit shall be paid hereunder if a Participant’s employment with the Company has been terminated for “cause.” A termination for cause is a termination based upon the occurrence of any one of the following events:

 
(a)
The Participant’s willful and intentional violation of any state or federal banking or securities laws, or of the Bylaws, rules, policies or resolutions of the Company, or the rules or regulations of the Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, or other regulatory agency or governmental authority having jurisdiction over the Company, which in the opinion of the Board has or might have a material adverse effect upon the Company;
 
(b)
The Participant’s conviction of (i) any felony or (ii) a crime involving moral turpitude, or the Participant’s willful and intentional commission of a fraudulent or dishonest act; or
 
(c)
The Participant’s willful and intentional disclosure, without authority, of any secret or confidential information concerning the Company or any customer of the Company, or taking any action which the Board determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with the Company.


SECTION 4
BENEFITS

4.1 Normal Retirement Benefit. The Normal Retirement Benefit payable under this Plan to a Participant who retires on a Normal Retirement Date shall be a monthly benefit payable for 120 months plus 6 months for each full year of Service over 10 years (limited to 180 months total) and shall be equal to (a) less (b), but not less than zero:

 
(a)
The Participant’s Target Retirement Percentage multiplied by the Participant’s Final Average Compensation.
 
(b)
The sum of 1. and 2. below:

3


 
1.
The Participant’s Social Security Benefit, multiplied by the ratio (limited to 1.0) of the Participant’s Service to 25; and
 
2.
The Participant’s Profit Sharing Benefit on January 1st of the year of termination.

Benefit payments shall commence on the first day of the month after the month in which the Participant’s Separation from Service occurs. If when the Participant’s Separation from Service occurs the Participant is a specified employee within the meaning of Code section 409A, benefits for the first six months after Separation from Service shall be delayed and shall instead be paid on the first day of the seventh month after the month in which Separation from Service occurs. Should benefit payments be delayed due to the requirements of law or administration, the first payment will be the accumulated value of the delayed payments with interest to the payment date using the Treasury Rate, plus the payment due in that month.

4.2 Early Retirement Benefit. The Early Retirement Benefit payable under this Plan to a Participant who retires on an Early Retirement Date shall be a monthly benefit payable for 120 months plus 6 months for each full year of Service over 10 years (limited to 180 months total) and shall be equal to (a) less (b) less (c), but not less than zero:

 
(a)
The Participant’s Target Retirement Percentage multiplied by the Participant’s Final Average Compensation and further multiplied by the factor described in (d).
 
(b)
The Participant’s Social Security multiplied by the ratio (limited to 1.0) of the Participant’s Service to 25 and further multiplied by the factor described in (d); and
 
(c)
The Participant’s Profit Sharing Benefit on January 1st of the year of termination.
 
(d)
Early Commencement Factor - The early commencement factor is 1.0 minus the product of 0.41667% multiplied by the number of full calendar months that early retirement precedes the Participant’s Normal Retirement Age.
 
Benefit payments shall commence on the first day of the month after the month in which the Participant’s Separation from Service occurs. If when the Participant’s Separation from Service occurs the Participant is a specified employee within the meaning of Code section 409A, benefits for the first six months after Separation from Service shall be delayed and shall instead be paid on the first day of the seventh month after the month in which Separation from Service occurs. Should benefit payments be delayed due to the requirements of law or administration, the first payment will be the accumulated value of the delayed payments with interest to the payment date using the Treasury Rate, plus the payment due in that month.

4.3 Disability Retirement Benefit. The Disability Retirement Benefit payable under this Plan is the same benefit that would be paid in 4.2 above with the following modifications: (1) the Early Commencement Factor described in (d) shall not be less than 0.50 and (2) the Participant shall be eligible for the benefit without regard to any age or service requirement. Benefit payments shall commence on the first day of the month after the month in which the Participant’s Separation from Service occurs. If when the Participant’s Separation from Service occurs the Participant is a specified employee within the meaning of Code section 409A, benefits for the first six months after Separation from Service shall be delayed and shall instead be paid on the first day of the seventh month after the month in which Separation from Service occurs Should benefit payments be delayed due to the requirements of law or administration, the first payment will be the accumulated value of the delayed payments with interest to the payment date using the Treasury Rate, plus the payment due in that month.

4.4 Benefits Payable Upon Death. If a Participant dies while actively employed, the benefit payable to the Participant’s Beneficiary shall be the same benefit and paid for the same duration as the benefit the Participant would have received had the Participant become eligible for benefits under section 4.3 above on the date of the Participant’s death and then died before receiving the first payment. The benefit shall be paid to the Beneficiary at the same time the benefit would have been paid to the Participant under section 4.3, disregarding the potential six-month delay required under Code section 409A for separation-from-service benefits paid to a specified employee. If a Participant dies after termination of employment, the Participant’s Beneficiary shall be entitled to receive benefits in the same amount and for the same duration that the Participant would have received had the Participant survived to receive all payments due. The benefit shall be paid to the Beneficiary at the same time the benefit would have been paid to the Participant, disregarding the potential six-month delay required under Code section 409A for separation-from-service benefits paid to a specified employee.

4.5 Income Tax Withholding. The Company shall withhold from any amount paid under this Plan any and all federal, state and local income taxes and any other taxes that are required to be withheld from such payment under applicable law.

4


4.6 FICA Tax Withholding. The Company shall withhold from a Participant’s other compensation and/or from the first payments to be made under this Plan, the Participant’s share of FICA and other employment taxes imposed on the value of the benefits payable from this Plan when such taxes, in the sole judgment of the Company, are required to be withheld under applicable law. If any law provides the Company discretion as to the timing of tax withholding, the Company shall have the sole right determine when taxes shall be withheld.

4.7 Unfunded Status and Source of Benefit Payments. The Plan is intended to be unfunded for purposes of both ERISA and the Code. The Plan does not require any segregated or separate assets. The benefits provided under the Plan shall be paid solely from the general assets of the Company.


SECTION 5
BENEFICIARY DESIGNATION

5.1 Beneficiary Designation. Each Participant shall have the right, at any time, to designate any person or persons as their Beneficiary or Beneficiaries (both primary as well as secondary). Each Beneficiary designation shall be in a written form prescribed by the Plan Administrator, and will be effective only when filed with the Plan Administrator during the Participant’s lifetime.

5.2 Amendments; Marital Status. A Participant may change Beneficiary designation without the consent of any designated Beneficiary by filing a new Beneficiary designation with the Plan Administrator. The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed. If a Participant’s compensation is community property, any Beneficiary designation shall be valid or effective only as permitted under applicable law.
 
5.3 No Participant Designation. In the absence of an effective Beneficiary designation, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, the Participant’s designated Beneficiary shall be deemed to be the Participant’s estate.

5.4 Effect of Payment. The payment to the deemed Beneficiary shall completely discharge the Company’s obligations under this Plan.


SECTION 6
ADMINISTRATION

6.1 Administration. This Plan shall be administered by the Plan Administrator. The Plan Administrator is authorized to interpret this Plan and make all determinations which it deems necessary or advisable for its administration, which interpretations and determinations shall be conclusive on all affected parties, unless and until reversed, amended or withdrawn by the Plan Administrator. This Plan shall be administered as an unfunded employee pension benefit plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, and is not intended to meet the qualification requirements of Section 401 of the Code or the requirements of Parts 2, 3 and 4 of Subtitle B of Title I of ERISA.

6.2 Agents and Specialists. The Plan Administrator may appoint one or more persons or agents to aid it in carrying out its duties as Plan Administrator and a named fiduciary, and may delegate such of its powers and duties or powers as it deems desirable to such persons or agents. Such persons and agents may be, but are not required to be, officers of the Company or other Employees. The Plan Administrator may employ such counsel, auditors, actuaries and other specialists and such clerical, medical and other services as the Plan Administrator may require in carrying out the provisions of the Plan.

6.3 Application for Benefits. The Plan Administrator may require any applicant for a retirement benefit under this Plan to furnish it with such documents, data or information as the Plan Administrator may consider reasonably necessary or desirable. To the greatest extent possible, it is the intent of the Plan and its administrative procedures that any benefits payable to a Participant or Beneficiary be processed automatically by the Plan Administrator without the necessity of the Participant or Beneficiary filing any formal claim for benefits, other than such elections or notifications as may be required under the Plan.

5


6.4 Claims Procedure.

 
(a)
If a Participant or beneficiary believes he or she is entitled to benefits under the Plan and that such benefits have been denied to him or her, such Participant or beneficiary shall file a claim to benefits in writing with the Plan Administrator, setting forth the reason for and including any evidence supporting such claim. The Plan Administrator shall review any such claim and shall render a decision with respect thereto and shall notify the claimant of such decision within ninety (90) days following the Plan Administrator’s receipt of such claim, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. In no event shall any such extension exceed ninety (90) days following the end of the initial ninety (90)-day period (i.e., the total period may not exceed one hundred eighty (180) days). If the Plan Administrator extends the time for processing a claim, the Plan Administrator shall give the claimant written notice of the extension within ninety (90) days of the Plan Administrator’s receipt of the claim. The notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render a decision on the claim. If the Plan Administrator denies any benefit claim, notice of the denial shall set forth the following information in a manner calculated to be understood by the claimant:

 
1.
The specific reason or reasons for the denial;
 
2.
Reference to the specific Plan provisions on which the denial is based;
 
3.
A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
 
4.
A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA if the appeal is denied.

 
(b)
Any denial of a claim to benefits may be appealed by a Participant or beneficiary for a reexamination of the claim by the Plan Administrator. Any such appeal must be filed in writing with the Plan Administrator within ninety (90) days following the Participant’s receipt of the written notice of denial. The written notice of appeal shall set forth grounds on which the appeal for reexamination of the claim is based. If written notice of the appeal is not submitted to the Plan Administrator within such ninety (90)-day period, the Plan Administrator’s original decision on the claim will become final. In the event such an appeal is timely filed, the Plan Administrator shall reexamine the claim and shall afford the participant or beneficiary an opportunity to present written comments, documents, records and other information relating to such claim. In such event, the claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits. The Plan Administrator’s review on appeal shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision of the Plan Administrator with respect to any claim appealed to it for reexamination shall be made within a reasonable time, but not later than sixty (60) days after receipt of the request for review, unless the Plan Administrator determines that special circumstances require an extension of time for processing the appeal. In no event shall any such extension exceed sixty (60) days following the end of the initial sixty (60)-day period (i.e., the total period may not exceed one hundred twenty (120) days). If the Plan Administrator extends the time for processing an appeal, the Plan Administrator shall give the claimant written notice of the extension within sixty (60) days of the Plan Administrator’s receipt of the claim. The notice of extension shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render a decision on the appeal. If the Plan Administrator denies any benefit claim on appeal, notice of the denial shall set forth the following information in a manner calculated to be understood by the claimant:

 
1.
The specific reason or reasons for the denial;
 
2.
Reference to the specific Plan provisions on which the denial is based;
 
3.
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and
 
4.
A statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

6


 
(c)
The determination of the Plan Administrator with respect to any claim or appeal filed hereunder shall be conclusive and binding on all affected parties.
 
(d)
It is the duty of a Participant or beneficiary to keep the Plan Administrator or the Company informed of his or her current address and of any other changes in status or other factors which may affect his or her entitlement to benefits under this Plan and the processing of any claim in accordance with the automatic procedures contemplated in the Plan. In the event the Plan Administrator or Company is not kept so informed and as a result the claim to benefits cannot be processed automatically, the participant or beneficiary must file a claim to benefits in writing in accordance with the procedures set forth in Section 6.4(a) above.


SECTION 7
MISCELLANEOUS

7.1 Applicable Law. All matters respecting the validity, effect, interpretation and administration of this Plan shall be determined in accordance with ERISA, as it applies to unfunded employee pension benefit plans maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, and, to the extent state law is not pre-empted by ERISA, the laws of the State of California applicable to contracts wholly executed and performed in such state.

7.2 Amendment or Discontinuance of the Plan. The Company expects to continue this Plan, but reserves the right to amend or terminate it in whole or in part at any time, to any extent and in any manner that the Company in its sole discretion may consider advisable, necessary or desirable. Each such amendment or termination shall be adopted by action of the Board taken at a duly held meeting of the Board, taken by written consent of the Board or taken in any other manner permitted under the Company’s articles of incorporation or bylaws or permitted under corporate law applicable to the Company. The Board may delegate (by reference to a specific amendment or class of amendments or otherwise) to any officer of the Company the authority to adopt any amendment or amendments (but not any plan termination) on behalf of the Board. Each amendment shall be duly adopted and in full force and effect when the action of the Board adopting such amendment is taken (if such amendment is adopted by the Board) or when signed by an officer of the Company who has authority to do so pursuant to the provisions of this Section

7.2 (if such amendment is adopted by such an officer). Upon any termination or partial termination of this Plan, the rights of all affected Participants and their Beneficiaries to benefits then accrued under this Plan shall be fully vested and non-forfeitable. No amendment or termination of this Plan shall adversely affect the rights of a Participant with respect to his or her accrued benefit under the Plan determined as of the date of adoption of the amendment with such accrued benefit being determined based on the benefit due to the participant on the amendment date had no amendment been adopted and the Participant had voluntarily terminated their employment. For the purpose of this section 7.2, the accrued benefit shall be determined assuming the date of amendment or discontinuance of the Plan is an Early Retirement Date for each Participant, disregarding the Early Retirement Date conditions stated in section 2.07.

7.3 Attorneys’ Fees and Costs. If any legal action or other proceeding is brought to collect any payment, to enforce any right, or to clarify any right under this Plan, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

7.4 No Trust or Fiduciary Relationship Created. Nothing contained in this Plan, and no action taken pursuant to the provisions of this Plan, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company or the Plan Administrator and any Participant or Beneficiary.

7.5 No Guarantee of Employment. No provision in this Plan shall be deemed or construed to impair or affect in any manner whatsoever the right of the Company in its discretion at any time to employ persons as Employees, to discharge or terminate the Service of any Participant or Employee, or to retire any Participant or Employee, and every such right shall remain with the Company as if this Plan were not in existence and had not been established.

7.6 Prohibition against Certain Payments. Notwithstanding any provision of the Plan to the contrary, no Participant shall be entitled to receive, and the Company shall not pay, any amount under this Plan that is prohibited by Federal Deposit Insurance Corporation Rules and Regulations, 12 CFR Part 359 (Golden Parachute and Indemnification Payments).

7


7.7 Indemnification. The Company, through insurance or otherwise, shall indemnify and defend any Board member, Company officer, Employee, Plan Administrator, and agent or representative of any Plan Administrator to whom the Plan Administrator has delegated administrative or fiduciary duties against any and all claims, losses, damages, expenses, including counsel fees, incurred by the person or agent and any liability, including any amounts paid in settlement with the Company’s approval, arising from the action or failure to act of the person or agent or Company, except when the same is judicially determined to be attributable to the gross negligence or willful misconduct of such person or agent. The right of indemnity described in the preceding sentence shall be conditioned upon (a) the timely receipt of notice by the Company of any claim asserted against the person or agent, which notice, in the event of a lawsuit shall be given within ten (10) days after receipt by the person or agent of the complaint, and (b) the receipt by the Company of an offer from person or agent of an opportunity to participate in the settlement or defense of such claim.

7.8 Assignments Prohibited. The interest hereunder, whether vested or not, of any Participant, contingent annuitant, or beneficiary shall not be subject to alienation, assignment, encumbrance, attachment, garnishment, execution, sequestration or other legal or equitable process, or transferability by operation of law in event of bankruptcy, insolvency or otherwise.


IN WITNESS WHEREOF , the Company has caused this Plan to be duly executed for and on behalf of the Company by its duly authorized officers on this the 21st day of December, 2006.


 
FIRST NORTHERN BANK
     
 
By:
 
     
 
Title:
 

8

 
PARTICIPATION AGREEMENT
FOR
OWEN J. ONSUM

 
This Participation Agreement is entered into as of this 31st day of December, 2006, by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California (“Company”) and Owen J. Onsum (the “Executive”).

Whereas , the Executive has contributed substantially to the success of the Company and its parent corporation, First Northern Community Bancorp, and the Company desires that the Executive continue its employ,

Whereas , the Board has in accordance with Section 3.1 of the First Northern Bank of Dixon Supplemental Executive Retirement Plan (the “Plan”) nominated the Executive for Eligibility in such Plan,

Whereas , the Executive wishes to accept Participation in the Plan and freely acknowledges that such acceptance irrevocably replaces the Executive’s Salary Continuation Agreement dated January 1, 2002, and executed January 2 nd , 2002, and any amendments thereto, between the Executive and the Company,

Whereas , the Company wishes, for the benefit of the Executive, to amend certain provisions of the Plan as they apply to the Executive through the execution of this Participation Agreement and acknowledges that this Participation Agreement shall be terminated or amended only by a written agreement signed by the Company and the Executive except as specified in 3.1 below,

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Executive is a Participant in the Plan and further agree as follows:


SECTION 1
DEFINITIONS

Terms used in this Participation Agreement are used as defined in the Plan. In addition, the following terms shall have the meanings given in this Participation Agreement.

1.1 Change-in-Control . “Change-in-Control” means the first to occur of any of the following events:
 
 
(a)
Merger - First Northern Community Bancorp merges into or consolidates with another corporation, or merges another corporation into First Northern Community Bancorp, and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of First Northern Community Bancorp immediately before the merger or consolidation,
 
(b)
Acquisition of Significant Share Ownership - A report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or is required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 20% or more of a class of First Northern Community Bancorp’s voting securities, but this clause (b) shall not apply to beneficial ownership of First Northern Community Bancorp voting shares held in a fiduciary capacity by an entity of which First Northern Community Bancorp directly or indirectly beneficially owns 50% or more of its outstanding voting securities or voting shares held by an employee benefit plan maintained for the benefit of First Northern Bank of Dixon’s employees, or

9


 
(c)
Change in Board Composition - During any period of two consecutive years, individuals who constitute First Northern Community Bancorp’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of First Northern Community Bancorp’s Board of Directors; provided, however, that - for purposes of this clause (c) - each director who is first elected by the board (or first nominated by the board for election by stockholders) by a vote of at least two-thirds of the directors who were directors at the beginning of the period shall be deemed to have been a director at the beginning of the two-year period.

1.2 Good Reason . “Good Reason” shall be defined as any of the following:
 
 
(a)
A material reduction in the Executive’s title or responsibilities; or
 
(b)
A reduction in base salary as in effect on the date of Change in Control; or
 
(c)
The relocation of the Executive’s principal executive office so that Executive’s one-way commute distance from Executive’s residence is increased by more than forty (40) miles; or
 
(d)
The adverse and substantial alternation in the nature and quality of the office space within which the Executive performs duties on behalf of the Company, including the size and location thereof, as well as the secretarial and administrative support provided to the Executive; or
 
(e)
The failure by the Company to continue to provide the Executive with compensation and benefits substantially similar to those provided under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed at the time of Change in Control; or
 
(f)
The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement.


SECTION 2
AMENDMENTS

This section, solely for the purpose of benefits earned by this Executive, amends certain sections of the First Northern Bank Supplemental Executive Retirement Plan.

2.1 Amendments Following a Change in Control - If the Executive’s employment with the Bank terminates within 24 months after any Change in Control or in the event the Executive terminates employment voluntarily for Good Reason within 24 months after any Change-in-Control, the following benefit shall be payable to the Executive in lieu of any other benefits payable under the Plan:
 
Change in Control Benefit - the benefit payable to the Executive shall be the greater of the payments described in (1), (2), and (3) below:

 
1.
A lump sum payment of $768,372 adjusted at the rate equal to 4.37% per year for the period of time between January 1, 2007, and the payment date.
 
2.
A lump sum payment Actuarially Equivalent to the benefit determined under Section 4.1 of the Plan with the following changes: (a) the Target Retirement Percentage used shall be the Target Retirement Percentage assuming Service to age 65, and (b) the Profit Sharing Benefit and Social Security Benefit shall be determined as of the 1 st of the year of termination. The lump sum payment shall be determined using the Treasury Rate in effect on the date of termination and shall be discounted for the period of time the lump sum payment precedes the date the Participant attains age 65.
 
3.
A lump sum payment Actuarially Equivalent to the benefit the Participant would receive from the Plan without regard to this Section 2.1. The lump sum payment shall be determined using the Treasury Rate in effect on the date of termination.
 
The Company shall pay this Change in Control Benefit to the Executive within three days after the Executive’s Separation from Service. If when the Participant’s Separation from Service occurs the Participant is a specified employee within the meaning of Code section 409A, the lump-sum benefit shall be delayed and shall instead be paid on the first day of the seventh month after the month in which Separation from Service occurs, with interest to the payment date using the Treasury Rate.

10


2.2 Vested Benefit - Any increase in the value of benefits payable to the Executive under any section of the Plan or this Participation Agreement over the value that would have been provided under the Salary Continuation Agreement which this Participation Agreement replaces shall be vested as follows: 25% on December 31, 2006, 50% on December 31, 2007, 75% on December 31, 2008, and 100% on December 31, 2009. In determining the increase in value, the assumptions currently in use to account from this plan under GAAP shall be used.

2.3   One Benefit Only . Despite anything to the contrary in the Plan or in this Participation Agreement, the Executive and Beneficiary are entitled to one benefit only, which shall be determined by the first event to occur that is dealt with by the Plan and this Participation Agreement. Subsequent occurrence of events dealt with by the Plan and this Participation Agreement shall not entitle the Executive or Beneficiary to other or additional benefits under the Plan or this Participation Agreement.

2.4 Amendment of Death Benefit - If the Executive dies while actively employed and before the attainment of Normal Retirement Age, the benefit payable to the Executive’s beneficiary shall be $1,666,667. This benefit shall be paid in a lump sum as soon as administratively feasible.

If the Executive dies while actively employed and on or after attainment of Normal Retirement Age, the benefit payable to the Executive’s beneficiary shall be the same benefit the beneficiary would have received had the Executive retired on the date of death, commenced Normal Retirement Benefits and died before receiving the first payment.

If the Executive dies after termination of employment, then the Executive shall receive the benefit described in Section 4.4 of the Plan.

The benefit payable under this section 2.4 shall be paid in lieu of any other benefit payable under the Plan or this Participation Agreement. The Executive acknowledges that this amendment replaces all endorsed death benefit agreements dated prior to this Participation Agreement and that the effect of this amendment is that the Executive and the Executive’s beneficiaries no longer have any interest in any life insurance contract owned by First Northern Bank.


SECTION 3
MISCELLANEOUS

3.1 Amendments and Termination . This Participation Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive. For the purpose of determining benefits for the Executive, any amendment or termination of the Plan shall be effective for the Executive only by a written agreement signed by the Company and the Executive. However, the Executive and Company agree that the Company, in its sole discretion, may amend the Plan and this Participation Agreement to reduce the impact on the Company’s earnings of any changes made by the Financial Accounting Standards Board to pension accounting standards. The Company may change the manner of benefit accrual for the Executive if, in the opinion of the Company, the changes to the Plan and this Participation Agreement produce an expense recognition pattern closer to the pattern of expense recognition expected prior to the change in accounting standards. In no event will the benefit provided to the Executive at Normal Retirement Age be reduced.

3.2 Binding Effect . This Participation Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and trustees.

3.3 Agreement To Insure . The Company may, in its sole discretion, decide to purchase a life insurance policy or policies on the life of the Executive in order to informally fund or otherwise offset the costs incurred by the Plan. The Executive agrees to complete all forms and undergo any insurance underwriting that the Company may request from time to time during the Executive’s active employment. In addition, the Executive hereby acknowledges that the Executive, Beneficiaries, or the Executive’s estate hold no claim to any part of the value of or rights provided by such policies.

11


In Witness Whereof, the Executive and a duly authorized Company officer have signed this Participation Agreement as of the day and year shown below.


The Executive:
 
The Company:
   
First Northern Bank Of Dixon
       
Owen J. Onsum
     
   
By:
 
       
   
Its:
 

12

 
PARTICIPATION AGREEMENT
FOR
LOUISE WALKER

 
This Participation Agreement is entered into as of this 31st day of December, 2006, by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California (“Company”) and Louise Walker (the “Executive”).

Whereas , the Executive has contributed substantially to the success of the Company and its parent corporation, First Northern Community Bancorp, and the Company desires that the Executive continue its employ,

Whereas , the Board has in accordance with Section 3.1 of the First Northern Bank of Dixon Supplemental Executive Retirement Plan (the “Plan”) nominated the Executive for Eligibility in such Plan,

Whereas , the Executive wishes to accept Participation in the Plan and freely acknowledges that such acceptance irrevocably replaces the Executive’s Salary Continuation Agreement dated January 1, 2002, and executed January 2 nd , 2002, and any amendments thereto, between the Executive and the Company,

Whereas , the Company wishes, for the benefit of the Executive, to amend certain provisions of the Plan as they apply to the Executive through the execution of this Participation Agreement and acknowledges that this Participation Agreement shall be terminated or amended only by a written agreement signed by the Company and the Executive except as specified in 3.1 below,

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Executive is a Participant in the Plan and further agree as follows:


SECTION 1
DEFINITIONS

Terms used in this Participation Agreement are used as defined in the Plan. In addition, the following terms shall have the meanings given in this Participation Agreement.

1.1 Change-in-Control . “Change-in-Control” means the first to occur of any of the following events:
 
 
(d)
Merger - First Northern Community Bancorp merges into or consolidates with another corporation, or merges another corporation into First Northern Community Bancorp, and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of First Northern Community Bancorp immediately before the merger or consolidation,
 
(e)
Acquisition of Significant Share Ownership - A report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or is required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 20% or more of a class of First Northern Community Bancorp’s voting securities, but this clause (b) shall not apply to beneficial ownership of First Northern Community Bancorp voting shares held in a fiduciary capacity by an entity of which First Northern Community Bancorp directly or indirectly beneficially owns 50% or more of its outstanding voting securities or voting shares held by an employee benefit plan maintained for the benefit of First Northern Bank of Dixon’s employees, or
 
(f)
Change in Board Composition - During any period of two consecutive years, individuals who constitute First Northern Community Bancorp’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of First Northern Community Bancorp’s Board of Directors; provided, however, that - for purposes of this clause (c) - each director who is first elected by the board (or first nominated by the board for election by stockholders) by a vote of at least two-thirds of the directors who were directors at the beginning of the period shall be deemed to have been a director at the beginning of the two-year period.

13


1.2 Good Reason . “Good Reason” shall be defined as any of the following:
 
 
(g)
A material reduction in the Executive’s title or responsibilities; or
 
(h)
A reduction in base salary as in effect on the date of Change in Control; or
 
(i)
The relocation of the Executive’s principal executive office so that Executive’s one-way commute distance from Executive’s residence is increased by more than forty (40) miles; or
 
(j)
The adverse and substantial alternation in the nature and quality of the office space within which the Executive performs duties on behalf of the Company, including the size and location thereof, as well as the secretarial and administrative support provided to the Executive; or
 
(k)
The failure by the Company to continue to provide the Executive with compensation and benefits substantially similar to those provided under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed at the time of Change in Control; or
 
(l)
The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement.


SECTION 2
AMENDMENTS

This section, solely for the purpose of benefits earned by this Executive, amends certain sections of the First Northern Bank Supplemental Executive Retirement Plan.

2.1 Amendments Following a Change in Control - If the Executive’s employment with the Bank terminates within 24 months after any Change in Control or in the event the Executive terminates employment voluntarily for Good Reason within 24 months after any Change-in-Control, the following benefit shall be payable to the Executive in lieu of any other benefits payable under the Plan:

Change in Control Benefit - the benefit payable to the Executive shall be the greater of the payments described in (1), (2), and (3) below:

 
4.
A lump sum payment of $313,397 adjusted at the rate equal to 4.37% per year for the period of time between January 1, 2007, and the payment date.
 
5.
A lump sum payment Actuarially Equivalent to the benefit determined under Section 4.1 of the Plan with the following changes: (a) the Target Retirement Percentage used shall be the Target Retirement Percentage assuming Service to age 65, and (b) the Profit Sharing Benefit and Social Security Benefit shall be determined as of the 1 st of the year of termination. The lump sum payment shall be determined using the Treasury Rate in effect on the date of termination and shall be discounted for the period of time the lump sum payment precedes the date the Participant attains age 65.
 
6.
A lump sum payment Actuarially Equivalent to the benefit the Participant would receive from the Plan without regard to this Section 2.1. The lump sum payment shall be determined using the Treasury Rate in effect on the date of termination.
 
The Company shall pay this Change in Control Benefit to the Executive within three days after the Executive’s Separation from Service. If when the Participant’s Separation from Service occurs the Participant is a specified employee within the meaning of Code section 409A, the lump-sum benefit shall be delayed and shall instead be paid on the first day of the seventh month after the month in which Separation from Service occurs, with interest to the payment date using the Treasury Rate.

2.2 Vested Benefit - Any increase in the value of benefits payable to the Executive under any section of the Plan or this Participation Agreement over the value that would have been provided under the Salary Continuation Agreement which this Participation Agreement replaces shall be vested as follows: 25% on December 31, 2006, 50% on December 31, 2007, 75% on December 31, 2008, and 100% on December 31, 2009. In determining the increase in value, the assumptions currently in use to account from this plan under GAAP shall be used.

14


2.3   One Benefit Only . Despite anything to the contrary in the Plan or in this Participation Agreement, the Executive and Beneficiary are entitled to one benefit only, which shall be determined by the first event to occur that is dealt with by the Plan and this Participation Agreement. Subsequent occurrence of events dealt with by the Plan and this Participation Agreement shall not entitle the Executive or Beneficiary to other or additional benefits under the Plan or this Participation Agreement.

2.4 Amendment of Death Benefit - If the Executive dies while actively employed and before the attainment of Normal Retirement Age, the benefit payable to the Executive’s beneficiary shall be $1,333,333. This benefit shall be paid in a lump sum as soon as administratively feasible.

If the Executive dies while actively employed and on or after attainment of Normal Retirement Age, the benefit payable to the Executive’s beneficiary shall be the same benefit the beneficiary would have received had the Executive retired on the date of death, commenced Normal Retirement Benefits and died before receiving the first payment.

If the Executive dies after termination of employment, then the Executive shall receive the benefit described in Section 4.4 of the Plan.

The benefit payable under this section 2.4 shall be paid in lieu of any other benefit payable under the Plan or this Participation Agreement. The Executive acknowledges that this amendment replaces all endorsed death benefit agreements dated prior to this Participation Agreement and that the effect of this amendment is that the Executive and the Executive’s beneficiaries no longer have any interest in any life insurance contract owned by First Northern Bank.

4.4 Benefits Payable Upon Death . If a Participant dies while actively employed, the benefit payable to the Participant’s Beneficiary shall be the same benefit and paid for the same duration as the benefit the Participant would have received had the Participant become eligible for benefits under section 4.3 above on the date of the Participant’s death and then died before receiving the first payment. The benefit shall be paid to the Beneficiary at the same time the benefit would have been paid to the Participant under section 4.3, disregarding the potential six-month delay required under Code section 409A for separation-from-service benefits paid to a specified employee.

If a Participant dies after termination of employment, the Participant’s Beneficiary shall be entitled to receive benefits in the same amount and for the same duration that the Participant would have received had the Participant survived to receive all payments due. The benefit shall be paid to the Beneficiary at the same time the benefit would have been paid to the Participant, disregarding the potential six-month delay required under Code section 409A for separation-from-service benefits paid to a specified employee.


SECTION 3
MISCELLANEOUS

3.1 Amendments and Termination . This Participation Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive. For the purpose of determining benefits for the Executive, any amendment or termination of the Plan shall be effective for the Executive only by a written agreement signed by the Company and the Executive. However, the Executive and Company agree that the Company, in its sole discretion, may amend the Plan and this Participation Agreement to reduce the impact on the Company’s earnings of any changes made by the Financial Accounting Standards Board to pension accounting standards. The Company may change the manner of benefit accrual for the Executive if, in the opinion of the Company, the changes to the Plan and this Participation Agreement produce an expense recognition pattern closer to the pattern of expense recognition expected prior to the change in accounting standards. In no event will the benefit provided to the Executive at Normal Retirement Age be reduced.

3.2 Binding Effect . This Participation Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and trustees.

3.3 Agreement To Insure . The Company may, in its sole discretion, decide to purchase a life insurance policy or policies on the life of the Executive in order to informally fund or otherwise offset the costs incurred by the Plan. The Executive agrees to complete all forms and undergo any insurance underwriting that the Company may request from time to time during the Executive’s active employment. In addition, the Executive hereby acknowledges that the Executive, Beneficiaries, or the Executive’s estate hold no claim to any part of the value of or rights provided by such policies.

15


In Witness Whereof, the Executive and a duly authorized Company officer have signed this Participation Agreement as of the day and year shown below.


The Executive:
 
The Company:
   
First Northern Bank of Dixon
       
Louise Walker
     
   
By:
 
       
   
Its:
 
 
 
16



EXHIBIT 10.18

WRITTEN DESCRIPTION OF ANNUAL INCENTIVE COMPENSATION PLAN

First Northern Bank
Annual Incentive Compensation Plan

1.
Objective

The objective of the Bank’s Annual Incentive Compensation Plan (the “Plan”) is to motivate executives to work effectively to achieve the Bank’s short-term financial objectives and to reward executives when objectives are met. In addition, the annual incentive plan is intended to achieve the board chartered compensation philosophy wherein salaries are positioned at, or below, market and incentive compensation opportunities are provided that allow employees to earn above market compensation (50th - 75th percentiles of selected peer group levels) when the Bank performs.

2.
Administration of the Plan

The Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors of First Northern Bank. No member of the Committee is eligible for participation in the Plan. The Committee has the power to recommend to the Board any management incentive plan of the Bank or the Company under which incentive compensation is granted. The Committee will review periodic reports from management concerning the administration and status of the Plan and will seek to ensure that the plan continues to meet the intended objectives.

3.
Participation and performance targets

Under the Bank’s Annual Incentive Compensation Plan, all employees, including the Chief Executive Officer and all other Executive Officers, are eligible to receive annual cash incentive compensation at the end of each year if performance targets are achieved. The performance targets for determining the Incentive Compensation Bonus Pool (the “Pool”) are Return on Equity and Return on Assets which are generally evenly weighted. Annually, performance target metrics aligned with the Bank’s strategic plan goals are established by the Management Committee of the Board of Directors.

4.
Incentive Compensation Bonus Pool

The Pool is reviewed annually by the Committee and recommended for approval by the Board of Directors. For every 2% variance from targeted performance, the incentive Pool changes by 5%, e.g. a 6% variance from target would result in a 15% change in payout. Payouts are capped at achievement of 120% of target performance which results in a payout cap of 150%; and there is no payout when performance is less than 80% of target performance.

5.
Target Incentive Award

Payments awarded under the Plan will be approved the Board of Directors. Executives are eligible for a target incentive award that is expressed as a percentage of their salary. For example, the CEO’s target incentive award is 75% of his annual salary at 100% of target performance. If performance was at 115% of target performance, then the CEO would be eligible for 137.5% of 75% or 103.125% of salary, or if performance was at 85% of target performance, then the CEO would be eligible for 62.5% of 75% or 46.875% of salary. The other executive officers at the Executive Vice President level are eligible to receive 40% of salary at 100% of target performance. The target incentive award, which is paid out of the established incentive compensation bonus pool, will be adjusted based upon how the Bank performs versus corporate goals and how individual participants perform versus their individual or team goals. At least 50% of the Chief Executive Officer and other Executive’s incentive compensation are tied directly to overall Bank results. Executive target incentive awards are based on the achievement of Bank-wide goals or key performance indicators such as growth in loans and deposits, pricing and profitability, loan quality and productivity.

6.
Payouts

The annual incentive compensation amount earned by each executive is typically paid out by March 15 of the following year, if performance targets, set annually by the Management Committee at the beginning of each year, are achieved.
 
 



EXHIBIT 21
 
SUBSIDIARIES OF THE COMPANY
 
First Northern Community Bancorp

Subsidiaries as of December 31, 2006
 
 
State of
Incorporation
 
 
First Northern Bank of Dixon
California
 
 
 



EXHIBIT 23.1
 
 
Consent of Independent Registered Public Accounting Firm
 

The Board of Directors and Stockholders
First Northern Community Bancorp and Subsidiary


We consent to the incorporation by reference in the registration statements on Form S-8 of First Northern Community Bancorp and Subsidiary (No. 333-37874 and 333-136977) of our report dated March 15, 2007 with respect to the consolidated balance sheet of First Northern Community Bancorp and Subsidiary as of December 31, 2006 and the related consolidated statements of operations, stockholders’ equity and comprehensive income and cash flows for the year ended December 31, 2006, and in our same report, with respect to First Northern Community Bancorp and Subsidiary, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K.
 
/s/ MOSS ADAMS LLP
 
Stockton, California
March 15, 2007
 
 



EXHIBIT 23.2
 
 
Consent of Independent Registered Public Accounting Firm
 
 
The Board of Directors
First Northern Community Bancorp:
 
We consent to the incorporation by reference in the registration statement (No. 333-37874) on Form S-8 of First Northern Community Bancorp of our report dated March 15, 2006, with respect to the consolidated balance sheet of First Northern Community Bancorp and subsidiary as of December 31, 2005, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the two-year period ended December 31, 2005, which report appears in the December 31, 2006, annual report on Form 10-K of First Northern Community Bancorp.
 
 
/s/ KPMG LLP
 
Sacramento, California
March 15, 2007
 
 



EXHIBIT 31.1

Rule 13(a) - 14(a) / 15(d) -14(a) Certification

I, Owen J. Onsum, certify that:
 
1. I have reviewed this annual report on Form 10-K of First Northern Community Bancorp;
 
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
 
d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
 
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date: March 15, 2007
 
 
/s/ Owen J. Onsum
   
 
Owen J. Onsum
 
President and Chief Executive Officer
 
 



EXHIBIT 31.2

Rule 13(a) - 14(a) / 15(d) -14(a) Certification

I, Louise A. Walker, certify that:
 
1. I have reviewed this annual report on Form 10-K of First Northern Community Bancorp;
 
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
 
d) disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
 
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 

Date: March 15, 2007
 
 
/s/ Louise A. Walker
   
 
Louise A. Walker
 
Senior Executive Vice President and
Chief Financial Officer
 
 


 
EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350

In connection with the filing of the Annual Report of First Northern Community Bancorp (the “Company”) on Form 10-K for the year ended December 31, 2006 (the “Report”), I, Owen J. Onsum, the chief executive officer of the Company, certify pursuant to section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
/s/ Owen J. Onsum
   
 
Owen J. Onsum

March 15, 2007
 
 



EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350

In connection with the filing of the Annual Report of First Northern Community Bancorp (the “Company”) on Form 10-K for the year ended December 31, 2007 (the “Report”), I, Louise A. Walker, the chief financial officer of the Company, certify pursuant to section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
/s/ Louise A. Walker
   
 
Louise A. Walker

March 15, 2007