1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM_______________TO_______________. COMMISSION FILE NUMBER 0-11011 CB FINANCIAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MICHIGAN 38-2340045 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ONE JACKSON SQUARE, JACKSON, MICHIGAN 49201 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (517) 788-2800 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $7.50 PAR VALUE (TITLE OF CLASS) 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 SHORTER PERIOD THAT THE REGISTRANT HAS BEEN REQUIRED TO FILE SUCH REPORTS); AND (2) HAS BEEN SUBJECT TO FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO____ AT SEPTEMBER 30, 1995, THERE WERE 2,801,053 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING WITH A $7.50 PAR VALUE. 2 CB FINANCIAL CORPORATION INDEX Part I. Financial Information: Item 1. Financial Statements The following consolidated financial statements of CB Financial Corporation and its subsidiaries included in this report are: Page ---- Consolidated Balance Sheet - September 30, 1995, September 30, 1994 and December 31, 1994 .................. 3 Consolidated Statement of Income - For the Three and Nine Months Ended September 30, 1995 and 1994. ............. 4 Consolidated Statement of Cash Flow - For the Nine Months Ended September 30, 1995 and 1994 .............. 5 Note to Consolidated Financial Statements .................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity, and Capital ................................................ 7 Part II. Other Information: Item 6. Exhibit 10 and Report on Form 8-K ................ 10 SIGNATURE ................................................................. 11 The following documents are filed as a part of this report: Exhibit 10 Change of Control Agreement Exhibit 27 Financial Data Schedule 2 3 CONSOLIDATED BALANCE SHEET (UNAUDITED) (In Thousands) 09/30/95 09/30/94 12/31/94 - - ------------------------------------------------------------------------------------------------------------------------- ASSETS: Cash and Cash Equivalents: Cash and Due from Banks $34,799 $47,459 $39,826 Money Market Assets 12,214 11,000 14,832 - - ------------------------------------------------------------------------------------------------------------------------- Total Cash and Cash Equivalents 47,013 58,459 54,658 - - ------------------------------------------------------------------------------------------------------------------------- Securities Available for Sale 62,178 95,988 89,615 - - ------------------------------------------------------------------------------------------------------------------------- Investment Securities Held to Maturity: U.S. Treasury 131,780 131,509 132,316 U.S. Government Agencies 3,003 3,512 3,511 States and Political Subdivisions 11,027 12,600 12,159 - - ------------------------------------------------------------------------------------------------------------------------- Total Investment Securities (Market Value of $144,948 $142,664 and $139,964, respectively) 145,810 147,621 147,986 - - ------------------------------------------------------------------------------------------------------------------------- Loans: Consumer Loans, Net of Unearned Interest 113,924 103,247 108,137 Commercial Loans 171,086 155,771 167,869 Tax Exempt Loans 13,272 10,588 14,674 Real Estate Mortgage Loans 113,744 80,304 102,439 - - ------------------------------------------------------------------------------------------------------------------------- Subtotal, Loans 412,026 349,910 393,119 Reserve for Possible Loan Losses (4,021) (3,565) (3,865) - - ------------------------------------------------------------------------------------------------------------------------- Net Loans 408,005 346,345 389,254 - - ------------------------------------------------------------------------------------------------------------------------- Bank Premises and Equipment, Net 15,800 15,422 16,283 Other Real Estate Owned 20 411 324 Income Earned Not Received 7,135 6,718 7,281 Goodwill and Premium on Core Deposits, Net 10,931 8,022 11,914 Other Assets 3,359 4,504 2,949 - - ------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $700,251 $683,490 $720,264 ======================================================================================================================== LIABILITIES: Deposits: Demand Deposits $104,663 $105,310 $109,940 Interest-Bearing Demand Deposits 143,643 157,017 168,610 Savings Deposits 122,308 130,355 132,365 Time Deposits 238,113 189,277 209,734 - - ------------------------------------------------------------------------------------------------------------------------- Total Deposits 608,727 581,959 620,649 - - ------------------------------------------------------------------------------------------------------------------------- Short-Term Interest Bearing Liabilities 698 12,500 12,500 Note Payable and Capital Leases 5,090 7,004 6,526 Accrued Expenses 4,516 3,931 3,730 Dividend Payable 840 840 840 Other Liabilities 3,918 2,869 2,010 - - ------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 623,789 609,103 646,255 - - ------------------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY: Preferred Stock no par value, 100,000 shares authorized, none outstanding 0 0 0 Common Stock-$7.50 par value, 5,000,000 shares 2,801,053 shares outstanding 21,008 21,008 21,008 Capital Surplus 8,073 8,073 8,073 Undivided Profits 46,798 44,488 45,475 Unrealized Gains(Losses) on Securities Available for Sale, Net of Tax Effect 583 818 (547) - - ------------------------------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 76,462 74,387 74,009 - - ------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $700,251 $683,490 $720,264 ======================================================================================================================== The accompanying note is an integral part of this statement. 3 4 CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, (In Thousands Except Per Share Data) 1995 1994 1995 1994 - - ------------------------------------------------------------------------------------------------------------------- INTEREST INCOME: Interest and Fees on Loans Consumer Loans $2,446 $2,376 $7,285 $6,713 Commercial Loans 3,981 3,263 11,874 8,922 Tax Exempt Loans 223 149 687 428 Real Estate Mortgage Loans 2,380 1,742 6,698 5,271 Interest on Securities Available for Sale 1,208 1,955 4,100 6,068 Interest on Investment Securities Held to Maturity: U.S. Treasury 1,892 1,873 5,649 5,501 U.S. Government Agencies 47 57 158 161 States and Political Subdivisions 167 191 516 647 Interest on Money Market Assets 223 62 447 245 - - ------------------------------------------------------------------------------------------------------------------- Total Interest Income 12,567 11,668 37,414 33,956 - - ------------------------------------------------------------------------------------------------------------------- INTEREST EXPENSE: Interest on Demand Deposits 930 1,052 3,135 3,012 Interest on Savings Deposits 790 821 2,292 2,530 Interest on Time Deposits 3,244 1,904 8,581 5,528 Interest on Other Liabilities 106 180 667 517 - - ------------------------------------------------------------------------------------------------------------------- Total Interest Expense 5,070 3,957 14,675 11,587 - - ------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME 7,497 7,711 22,739 22,369 Provision for Possible Loan Losses 165 140 508 395 - - ------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 7,332 7,571 22,231 21,974 - - ------------------------------------------------------------------------------------------------------------------- NON-INTEREST INCOME: Trust Income 502 524 1,506 1,536 Service Charges on Deposit Accounts 721 555 1,965 1,688 Fees for Other Services to Customers 431 423 1,068 925 Securities Gains 1 183 30 340 Other Income 21 3 112 558 - - ------------------------------------------------------------------------------------------------------------------- Total Non-Interest Income 1,676 1,688 4,681 5,047 - - ------------------------------------------------------------------------------------------------------------------- NON-INTEREST EXPENSES: Salaries and Wages 2,585 2,490 7,795 7,533 Employee Benefits 594 672 2,011 2,009 Occupancy Expenses 657 612 1,890 1,832 Furniture and Equipment Expenses 623 573 1,832 1,633 FDIC Insurance Premiums (21) 319 628 942 Restructure Charge 981 0 981 0 Other Operating Expenses 2,168 2,175 6,275 6,177 - - ------------------------------------------------------------------------------------------------------------------- Total Non-Interest Expenses 7,587 6,841 21,412 20,126 - - ------------------------------------------------------------------------------------------------------------------- Income Before Provision for Federal Income 1,421 2,418 5,500 6,895 Provision for Federal Income Tax 410 706 1,657 2,128 - - ------------------------------------------------------------------------------------------------------------------- NET INCOME $1,011 $1,712 $3,843 $4,767 =================================================================================================================== PER SHARE DATA: Net Income Per Common Share 0.36 0.61 1.37 1.70 Average Number of Shares Outstanding 2,804,671 2,803,493 2,803,132 2,803,467 The accompanying note is an integral part of this statement. 4 5 CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) Nine Months Ended September 30, (In Thousands) 1995 1994 - - ---------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Operating Activities: Interest and Fees Received $42,858 $39,943 Interest Paid (14,013) (11,649) Cash Paid to Suppliers and Employees (17,612) (19,228) Income Taxes Paid (1,928) (1,861) - - ---------------------------------------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 9,305 7,205 - - ---------------------------------------------------------------------------------------------------------------- Cash Flows from Investing Activities: Proceeds from Sale of Securities Available for Sale 9,044 13,774 Proceeds from Sales of Investment Securities Held to Maturity 0 0 Proceeds from Maturities of Securities Available for Sale 25,000 44,376 Proceeds from Maturities/Calls of Investment Securities Held to Maturity 1,560 1,564 Purchase of Securities Available for Sale (5,000) (4,021) Purchase of Investment Securities Held to Maturity 0 (39,414) Net Increase in Loans (19,259) (14,796) Net Decrease in Other Real Estate Owned 337 (21) Capital Expenditures (952) (2,040) - - ---------------------------------------------------------------------------------------------------------------- Net Cash Provided (Used) by Investing Activities 10,730 (578) - - ---------------------------------------------------------------------------------------------------------------- Cash Flows from Financing Activities: Repayment of Note Payable (1,425) (1,425) Net Increase (Decrease) in Deposits and Short-Term Liabilities (23,723) 10,414 Cash Dividends Paid (2,521) (2,521) Payment of Capital Lease Obligations (11) (100) - - ---------------------------------------------------------------------------------------------------------------- Net Cash Used by Financing Activities (27,680) 6,368 - - ---------------------------------------------------------------------------------------------------------------- Net Decrease in Cash and Cash Equivalents (7,645) 12,995 - - ---------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at Beginning of Year 54,658 45,464 - - ---------------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $47,013 $58,459 ================================================================================================================ RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Income $3,843 $4,767 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Depreciation and Amortization 1,409 1,354 Accretion of Net Discount on Purchased Subsidiary 986 641 Amortization of Discount and Premiums on Investment Securities, Net 753 951 Provision for Possible Loan Losses 508 395 Securities Gains (30) (340) Decrease in Income Earned Not Received 56 (107) Decrease in Other Assets 212 (448) Gain on Sale of Other Real Estate Owned (33) (1) Increase (Decrease) in Interest Payable 680 (29) Increase (Decrease) in Income Taxes Payable (272) 267 Decrease in Accrued Expenses 1,193 (245) - - -------------------------------------------------------------------------------------------------------------- Net Cash Provided by Operating Activities $9,305 $7,205 ================================================================================================================ The accompanying note is an integral part of this statement. 5 6 NOTE TO CONSOLIDATED FINANCIAL STATEMENTS 1. ACCOUNTING AND REPORTING POLICIES BASIS OF PRESENTATION The accounting and reporting policies of CB Financial Corporation (the "Corporation") and its subsidiaries are in accordance with generally accepted accounting principles and conform to practice within the banking industry. The condensed consolidated financial statements included herein have been prepared by the Corporation, without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes contained in the 1994 Annual Report to Shareholders of CB Financial Corporation and the Corporation's 1994 Form 10-K filed with the Securities and Exchange Commission. CONSOLIDATION In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to assure the fair presentation of financial condition and results of operations. All material intercompany accounts and transactions have been eliminated. All such adjustments are of a normal recurring nature. LOANS Effective January 1, 1995, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures." This Statement requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. The adoption of these statements on January 1, 1995 had no impact on the financial position or the results of operations of the Corporation. RECLASSIFICATION Certain amounts in the consolidated income statement for the period ended September 30, 1994 have been reclassified to conform with the presentation in 1995. 6 7 Part I: Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Corporation's financial condition and earnings during the periods included in the accompanying consolidated financial statements. FINANCIAL CONDITION A summary of the period changes in principal sources and uses of funds is shown below in thousands of dollars. CHANGE FROM DECEMBER 31, 1994 TO SEPTEMBER 30, 1995 Funding Sources: Cash & Cash Equivalents $ 7,645 Investment Securities 30,604 Sale of Other Real Estate Owned 337 Operating Activities 9,305 ---------- $ 47,891 ========== Funding Uses: Loans $ 19,259 Deposits 11,922 Short Term Interest Bearing Liabilities 11,801 Cash Dividends 2,521 Capital Expenditures 952 Repayment of Note and Capital Leases 1,436 ---------- Total Uses $ 47,891 ========== The primary source of funds for loan growth and the runoff of deposits was the sale and maturity of investment securities available for sale and decreased cash and cash equivalent balances. Net loans increased $19.3 million as of September 30, 1995 from the totals reported at December 31, 1994. Time deposits increased $28.4 million over the December 31, 1994 balance which was offset by decreases in demand, interest bearing demand and savings deposits of $40.3 million. This decrease is partially attributable to product changes and fee increases. Short term interest bearing liabilities and federal funds purchased have decreased from the December 31, 1994 balance as funds from operating activities have increased. 7 8 LIQUIDITY AND CAPITAL RESOURCES During the first nine months of 1995 there were no significant changes with respect to the capital resources of the Corporation. Management feels that the liquidity position of the Corporation as of September 30, 1995 is more than adequate to meet its future cash flow needs. Management also closely monitors capital levels to provide for normal business needs and to comply with regulatory requirements. As summarized below, the Corporation's capital ratios were well in excess of the regulatory requirements for classification as "Well Capitalized": Regulatory Minimum for September 30, "Well Capitalized" 1995 1994 ------------------ ---- ---- Total Capital 10% 18.5% 18.2% Tier I Capital 6 17.4 17.2 Tier I Leverage Ratio 5 10.1 9.8 RESULTS OF OPERATIONS A summary of the period to period changes in the principal items included in the consolidated statement of income is shown below in thousands of dollars, and as a percent. Comparison of Comparison of Three Months Ended Nine Months Ended Sept. 30, 1995 & 1994 Sept. 30, 1995 & 1994 --------------------- --------------------- Interest Income $ 899 7.7% $3,458 10.2% Interest Expense 1,113 28.1 3,088 26.7 ------- ------ ------ ------ Net Interest Income (214) (2.8) 370 1.7 Provision for loan losses 25 17.9 113 28.6 ------- ------ ------ ------ Net interest income after provision for loan losses (239) (3.2) 257 1.2 Other Income (12) (.7) (366) (7.3) Other Expenses 746 10.9 1,286 6.4 ------- ------ ------ ------ Income before income tax (997) (41.2) (1,395) (20.2) Income Tax Expense (296) (41.9) (471) (22.1) ------- ------ ------ ------ Net Income $ (701) (40.9) $ (924) (19.4) ======= ====== ====== ====== A summary of components of the net interest margin computation for the nine month period ending September 30, 1995 and 1994 is presented in the following table: 9/30/95 9/30/94 ------- ------- > Interest on Earning Assets 8.12% 7.64% Interest on Interest Bearing Liabilities 3.84 3.18 Interest Expense Related to Earning Assets 3.13 2.57 Net Interest Margin 4.99 5.08 8 9 NET INTEREST INCOME Interest income increased $3,458,000 (10.2%) through September 30, 1995 over the amount reported for the same period of 1994 which resulted primarily from an increase in loan volume and rates. The acquisition of three Republic Bank branch offices in December 1994 added approximately $23.1 million of loans. Interest expense for the two comparable periods increased $3,088,000 in 1995 due to higher deposit balances, shift in deposit product mix and higher interest rates. The acquisition by CB North in December, 1994 increased deposits by $47.7 million which was offset by deposit runoff in the first nine months of 1995. Net interest income increased $370,000 in 1995 over 1994. PROVISION FOR LOAN LOSSES The Corporation has adopted SFAS No.114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures," effective January 1, 1995. Under these statements, a loan is considered impaired when it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. The statements require that an impaired loan be measured based on the present value of the expected future cash flows discounted at the loan's effective interest rate, the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent. The increase in the loan loss provision during the first nine months of 1995 reflects increase loan volume which indicates a desire by the subsidiary Banks to maintain an adequate reserve. The allowance for loan losses at the end of the third quarter of 1995 is $156,000 higher or 4.0%, than at December 31, 1994. Net loan charge offs for the three month period ending September 30, 1995 and 1994 were $148,000 and $36,000, respectively. Year to date net loan charge offs were $352,000 and $446,000 at September 30, 1995 and 1994. Expressed as a percent of outstanding loans, the Reserve for Possible Loan Losses was .98%, 1.02% and .98% as of September 30, 1995, September 30, 1994 and December 31, 1994, respectively. Nonperforming Loans are defined by the Corporation to include loans on which interest is not being accrued, and restructured loans where interest rates have been renegotiated at below market rates. For purposes of calculating an impairment reserve in accordance with SFAS No. 114, the Corporation considers all nonperforming loans as meeting the statements' definition of impaired. Nonperforming loans totaled $1,582,000 at September 30, 1995 and 1994 and $1,063,000 at January 1, 1995. Large balance nonperforming loans (generally those with balances of $100,000 or more) accounted for $1,222,000 or 77 percent of total nonperforming loans at September 30, 1995 and $782,000 or 74 percent at January 1, 1995. The impairment reserve included in the Reserve for Possible Loan Loss balances amounted to $667,000 at September 30, 1995 and $327,000 at January 1, 1995. The remaining performing loan portfolio was collectively evaluated for impairment. The average balance of nonperforming loans was $1,225,000 for the nine month period ending September 30, 1995. Interest income recognized during the time the loans were impaired was $13,000 all of which was received on a cash basis. Total nonperforming assets which also includes other real estate owned and assets acquired through repossession are $1,603,000, $1,984,000 and $1,400,000 at September 30, 1995, September 30, 1994 and December 31, 1994, respectively. The decrease is due primarily to the sale of other real estate owned since September 30, 1994. OTHER INCOME In 1994, CB North recognized a gain on the sale of a bank facility of $224,000. Gains on sales of loans amounted to $41,000 at September 30, 1995 compared to $148,000 at September 30, 1994. Security gains amounted to $30,000 at September 30, 1995 compared to $340,000 for the same period in 1994. Offsetting these reductions to other income in 1995 is $420,000 of increased service charges and other fee income over the period ended September 30, 1994. OTHER EXPENSES The increase in other expenses resulted from increases in the major categories of other expenses, indicative of the normal effects of inflation as well as the growth of the organization. The major components of other expenses fluctuated as follows: 9 10 Comparison of Comparison of Three Months Ended Nine Months Ended September 30, 1995 & 1994 September 30, 1995 & 1994 -------------------------- ------------------------- Salaries & employee benefits .5 % 2.8% Occupancy, furniture & equipment 8.9 7.4 FDIC Premiums N/A (33.3) Other (.3) 1.6 The increase in occupancy and furniture and equipment expense is due to the three Republic Branch acquisitions and technology improvements. The reduction in FDIC premiums reflects the refund received in September, 1995 of $350,000. The decrease in other expenses is the result of cost control measurements put in place during the second quarter of 1995. APPLICABLE INCOME TAX Applicable income tax expense is based on income, less that portion which is exempt from federal taxation, taxed at the statutory federal income tax rate of 34%. The provision is further reduced to a lesser extent by other tax-exempt items. The decrease in the 1995 income tax provision reported in the accompanying financial statements for the three month and year to date periods ended September 30, 1995 and 1994 reflect the reduction in earnings which resulted from the restructure charge of $981,000 offset by the FDIC premium refund of 350,000. OTHER MATTERS In July 1995, CB Financial Corporation introduced an early retirement program as part of the restructuring effort to be implemented in the second half of 1995. A compensation and benefit package was offered to emoloyees whose years of service and age totaled 80 or more. The employees who elected to accept the early retirement program resulted in the Corporation recording a restructure charge of $981,000 in September, 1995. Generally, the payments under this restructuring plan will begin in the fourth quarter of 1995. The Corporation has extended the early retirement program to those employees whose years of service and age total 70-79 with a required acceptance date of November 20, 1995. The projected restructure charge for the fourth quarter, 1995 will range from $373,000 for those who have indicated acceptance of early retirement to $1,299,000 if all eligible candidates accept early retirement. The analysis of the optimization study of CB Financial Centers for delivery system enhancements and revisions has not been completed and when completed may result in an additional restructure charge in the fourth quarter, 1995 or the first half of 1996. PART II. OTHER INFORMATION Item 6. Exhibit and Report on Form 8-K: (a) Exhibit 10: Material Contract (b) A Form 8-K Report was not filed during the three months ended September 30, 1995. (c) Exhibit 27: Financial Data Schedule 10 11 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. CB FINANCIAL CORPORATION BY: _______________________ A. Wayne Klump Treasurer Dated: November 13, 1995 11 12 EXHBIT INDEX Exhibit No. Description Page - - ------- ----------- ---- 10 Change of Control Agreement 27 Financial Data Schedule